BIG SKY TRANSPORTATION CO. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the period-ended March 31, 1996 Commission file number 0-9267 BIG SKY TRANSPORTATION CO. (exact name of registrant as specified in its charter) MONTANA 81-0387503 (state or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 1601 Aviation Place Billings Logan International Airport Billings, Montana 59105 (406) 245-9449 (address of registrant's principal executive offices and telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES X NO Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. CLASS: Common Stock, $.10 par value SHARES OUTSTANDING at March 31, 1996: 5,307,314 BIG SKY TRANSPORTATION CO. FORM 10-Q For the Period-Ended March 31, 1996 CONTENTS Part I.Financial Information Item 1.Condensed Financial Statements: Balance Sheets As of March 31, 1996 (unaudited) and June 30, 1995 (audited). . 1 Statements of Operations For the Three Months-Ended and the Nine Months-Ended March 31, 1996 and 1995 (unaudited) . . . . . . . . . . . . . . 2 Statements of Cash Flows For the Nine Months-Ended March 31, 1996 and 1995 (unaudited) . 3 Notes to Financial Statements. . . . . . . . . . . . . . . . . . . 5 Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . 6 Part I. Financial Information, Item 1. BIG SKY TRANSPORTATION CO. BALANCE SHEETS MARCH 31,1996 JUNE 30,1995 (unaudited) (audited) ASSETS CURRENT ASSETS: Cash $ 144,470 $ 408,457 Restricted cash 491,628 369,009 Accounts receivable, net 512,022 457,936 Expendable parts and supplies 254,326 241,944 Prepaid expenses 57,814 4,985 Total current assets 1,460,260 1,482,331 PROPERTY AND EQUIPMENT: Flight equipment 606,000 601,867 Facility under capital lease 456,185 456,185 Other property and equipment 175,108 176,725 1,237,293 1,234,777 Accumulated depreciation and amortization Net property and equipment 828,163 895,361 EXCESS REORGANIZATION VALUE 10,108 10,108 OTHER ASSETS 26,758 26,758 $ 2,325,289 $ 2,414,558 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current installments of long-term debt 120,050 136,930 Current installments of capital lease obligations 15,629 14,406 Accounts payable 143,600 80,247 Accrued expenses 598,377 562,483 Traffic balances payable and unused tickets 29,517 30,380 Total current liabilities 907,173 824,446 LONG TERM DEBT, excluding current installments 423,312 518,901 CAPITAL LEASE, excluding current installments 291,136 303,057 STOCKHOLDERS' EQUITY Common stock of $.10 Par value; authorized 20,000,000 shares; 5,307,314 shares outstanding 530,731 530,731 Paid-in capital greater (less) than par value (51,770) (51,770) Retained earnings 224,707 289,193 Stockholders' equity 703,668 768,154 $ 2,325,289 $ 2,414,558 See notes to financial statements BIG SKY TRANSPORTATION CO. STATEMENTS OF OPERATIONS THREE MONTHS-ENDED NINE MONTHS-ENDED MARCH 31, MARCH 31, 1996 1995 1996 1995 (unaudited) (unaudited) (unaudited) (unaudited) OPERATING REVENUES: Passenger $ 428,891 $ 280,757 $ 1,281,115 $ 993,314 Charter 0 51,602 7,130 135,530 Cargo 26,677 20,660 81,462 69,992 Public Service 742,407 893,508 2,454,424 2,674,529 Other 7,495 2,330 21,854 8,331 Total operating revenues 1,205,470 1,248,857 3,845,985 3,881,696 OPERATING EXPENSES: Flying operations 453,655 471,996 1,417,931 1,417,392 Maintenance 312,137 264,192 871,268 870,832 Passenger service 294,516 250,851 910,171 775,616 Depreciation and amortization 21,600 70,250 64,186 121,990 Total operating expenses 1,280,143 1,225,991 3,871,555 3,724,969 OPERATING INCOME (LOSS) (74,673) 22,866 (25,570) 156,727 OTHER INCOME (EXPENSES): Interest, net (13,556) (11,867) (38,747) (34,831) Gain (loss) on equip. disposal 289 (1,161) 731 (217) (13,267) (13,028) (38,016) (35,048) Income before income taxes and extraordinary item (87,940) 9,838 (63,586) 121,679 INCOME TAX EXPENSE Current (5,976) 680 0 10,378 Charge in lieu of taxes (26,996) 3,072 0 46,880 Income tax expense (32,972) 3,752 0 57,258 Income before extraordinary item (54,968) 6,086 (63,586) 64,421 Extraordinary item-debt extinguishment 0 (255) (899) 26,450 NET INCOME $ (54,968) $ 5,831 $ (64,485) $ 90,871 PER SHARE DATA: Income (loss) per common and common equivalent share: $ -- $ -- $ -- $ .01 Income before extraordinary item -- -- -- -- Net Income $ -- $ -- $ -- $ .01 Weighted average number of common and common equivalent shares outstanding 5,307,314 5,307,314 5,307,314 5,307,314 See notes to financial statements. BIG SKY TRANSPORTATION CO. STATEMENTS OF CASH FLOWS NINE MONTHS-ENDED MARCH 31, 1996 1995 (unaudited) (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ (64,485) $ 90,871 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization 69,714 121,990 Restructuring charges -- -- Gain on debt extinguishment 0 (26,450) (Gain) loss on equipment disposal 731 217 Excess reorganization value amortization and charge in lieu of taxes 0 45,146 Changes in operating assets and excess liabilities: Restricted cash (122,619) (30,655) Accounts receivable (54,086) 25,980 Expendable parts and supplies (12,382) (36,794) Prepaid expenses (52,829) (30,340) Other assets -- 4,629 Accounts payable 63,353 12,704 Accrued expenses 35,894 (75,205) Traffic balances payable and unused tickets (863) 10,548 Net cash provided (used) by operating _________ ________ activities (137,572) 112,551 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from equipment disposals 3,565 2,501 Additions to property and equipment (6,813) (199,048) Hangar and maintenance facility expenditures 0 (47,768) Net cash provided (used) by investing ________ _________ activities (3,248) (244,315) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings 0 60,050 Payments on long-term obligations (112,469) (109,901) Payments on capital lease obligations (10,698) (2,508) Net cash provided (used) by financing _________ _________ activities (123,167) (52,359) Net increase (decrease) in cash and cash equivalents (263,987) (184,123) Cash and cash equivalents at beginning of period 408,457 570,030 Cash and cash equivalents at end of period $ 144,470 $ 385,907 See notes to financial statements BIG SKY TRANSPORTATION CO. STATEMENTS OF CASH FLOWS NINE MONTHS-ENDED MARCH 31, 1996 1995 (unaudited) (unaudited) SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 63,039 $ 76,362 Income Taxes 0 17,860 BIG SKY TRANSPORTATION CO. NOTES TO FINANCIAL STATEMENTS NOTE A. The accompanying unaudited condensed financial statements have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission. These financial statements reflect, in the opinion of management, all adjustments (consisting only of recurring accruals) for fair presentation of the results of operations for the interim periods presented. However, these financial statements have been prepared in accordance with instructions to Form 10-Q and therefore, do not include all information and footnotes necessary for a fair presentation of financial position, statements of operations and cash flows in conformity with generally-accepted accounting principles. It is recommended that these interim financial statements be read in conjunction with the financial statements and notes thereto, included in the Company's latest annual report on Form 10-K. NOTE B. Earnings per share is based on the weighted average number of common and common equivalent shares outstanding. The effect of common stock equivalents is anti-dilative and therefore not presented. NOTE C. Results of operations for the three months-ended and nine months- ended March 31, 1996 and 1995 are not necessarily indicative of the results to be expected for the full year. NOTE D. The Company filed its Chapter 11 Reorganization Petition March 14, 1989 in United States Bankruptcy Court for the District of Montana. The Plan of Reorganization was confirmed by order issued July 16, 1991. NOTE E. In the September 1991 quarter, the Company adopted AICPA Statement of Position 90-7, financial reporting by entities in reorganization under the bankruptcy code. Based on specific elements of the plan, the SOP required that the financial statements be prepared on the basis that a new reporting entity was created and that assets and liabilities be recorded at their fair values. This reporting is referred to as "Fresh-Start" reporting. Part I. Financial Information, Item 2. BIG SKY TRANSPORTATION CO. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Summary of Airline Operating Statistics THREE MONTHS-ENDED MARCH 31, NINE MONTHS-ENDED MARCH 31, 1996 1995 %CHANGE 1996 1995 %CHANGE +/(-) +/(-) Passengers carried 6,954 4,535 53.3 21,640 15,490 39.7 Average passenger trip (miles) 195 206 (5.3) 187 202 (7.4) Revenue passenger miles 1,354,426 934,246 44.9 4,248,586 3,127,773 35.8 Available seat miles (scheduled service) 3,995,697 4,039,192 (1.1) 13,294,997 12,254,113 8.5 Available seat miles (charter service) 0 313,839 (100.) 0 736,914 (100.) Total available seat miles 3,995,697 4,353,031 (8.2) 13,294,997 12,991,027 2.3 Passenger load factor% 33.90 23.13 46.6 31.96 25.52 25.2 Aircraft miles flown 275,519 272,373 1.2 906,320 825,332 9.8 Operating breakeven load factor (%) 36.00 22.71 58.5 32.17 24.49 31.4 Yield per revenue passenger mile (cents) 31.67 30.05 5.4 30.15 31.76 (5.1) Operating cost per available seat mile (cents) 30.17 28.16 7.1 28.93 28.67 .9 Air freight pounds enplaned 29,830 16,404 81.9 78,045 49,588 57.4 BIG SKY TRANSPORTATION CO. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Analysis of Results for the three months-ended March 31, 1996 and 1995: Total operating revenues in the third quarter of fiscal year 1996 were $1.2 million, compared with $1.25 million in the same quarter last year. Passenger revenues increased $148,134 or 52.8% to total $428,891 while public service revenues decreased $151,101 or 17% to total $742,407. Available seat miles for scheduled service decreased 1.1 to total $3,995,697 and revenue passenger miles increased 44.9 percent to total 1,354,426, resulting in a 46.6 percent load factor increase, from 23.13% to 33.90%. Total available seat miles, including charter operations decreased 8.2%. Yield per passenger mile increased 5.4 percent to total 31.67 cents for the March 1996 quarter. Total operating expenses increased $54,148 or 4.4% for the three months-ended March 31, 1996 as compared to the three months-ended March 31, 1995. Operating cost per available seat mile (ASM) for the same period increased 7.1% form 28.16 cents to 30.17 cents. The following table summarizes and compares major components of cost per ASM: For Three Months-Ended March 31, 1996 1995 Payroll-related costs $ .1132 $ .1060 Other .0814 .0594 Maintenance1 .0546 .0425 Fuel and oil .0329 .0267 Aircraft ownership/lease costs2 .0382 .0469 $ .3203 $ .2815 Payroll-related expenses decreased $9,200 or 2.0% for the March 1996 quarter, as compared to the March 1995 quarter. The average full-time equivalent employees (FTE) for the three months-ended March 31, 1996 and 1995 were 67 and 66 respectively. 1 Includes direct maintenance, maintenance burden and maintenance-related depreciation. Excludes payroll-related costs. 2 Includes aircraft rentals, flight-related depreciation, hull insurance and property taxes. BIG SKY TRANSPORTATION CO. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Analysis of Results (continued) Other expenses increased $66,461 or 25.7% in the quarter-ended March 31, 1996, as compared to the same quarter for the prior year. Ground handling cost rose dramatically this quarter in comparison to 1995 as a result of Great Falls service started in May 1995. Legal expenses also increased because of appeals regarding the reduction of the current DOT order which reduced the essential air service compensation. Maintenance, including depreciation, increased $33,156 or 17.9% Increases were seen in maintenance materials, outside purchases and outside services. The installation of the federally mandated Traffic Collision Awareness System (TCAS) created higher costs in the maintenance area. Fuel and oil costs have increased $15,399 or 13.3% during the March 1996 quarter. The Metro usage declined by 131 hours while the Cessna increased 95 hours, this is due to the fleet reduction of one metro aircraft and the increased utilization of the Cessna during the TCAS installation in the metro aircrafts. Aircraft ownership/lease costs (aircraft rentals, depreciation, hull insurance and property taxes) decreased $51,667 or 25.3%. The fleet operated during the March 1996 quarter consisted of one Cessna 402C (owned) and four Metroliner II's (leased). In comparison to the same quarter in 1995 with one Cessna 402C (owned) and five Metroliner II's (leased). Net nonoperating results were $19,705 (income) for the March 1996 quarter and $17,035 (income) for the March 1995 quarter. Pursuant to Chapter 11 Reorganization "Fresh-Starting" reporting, no charges in lieu of taxes (non-cash) were recorded in the March 1996 and $3,072 in March 1995 quarter. In the March 1996 quarter an income tax provision entry was adjusted to properly reflect the income tax expense. The March 1996 quarter generated operating loss of $74,673 and net loss of $54,968. By comparison, the March 1995 quarter produced $22,866 in operating income and net income of $5,831, also including "Fresh-Start" charges. BIG SKY TRANSPORTATION CO. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Analysis of Results (continued) For the nine months-ended March 31, 1996 and 1995: Total operating revenue decreased $35,711 or 1.0% from $3.88 million for the nine months-ended March 31, 1995 to $3.85 million for nine months-ended March 31, 1996. Passenger revenues increased $287,801 or 28.9% from $993,314 to $1.28 million. Public service revenues decreased $220,105 or 8.2%, from $2.67 million to $2.45 million. Available seats miles increased 8.5% and revenue passenger miles increased 35.8%, resulting in a 25.2% load factor increase. Yield per passenger mile decreased 5.1 percent. Operating costs per ASM increased .9% from 28.67 cents to 28.93 cents. Total operating expenses for the nine months-ended March 31, 1996 were $3.87 million compared to $3.72 million for the same period one year earlier; an increase of $146,586 or 3.9%. The following table summarizes and compares major components of cost per ASM: For Nine Months-Ended March 31, 1996 1995 Payroll-related costs .1038 .1058 Other .0738 .0631 Maintenance3 .0465 .0477 Fuel and oil .0310 .0276 Aircraft ownership/lease4 .0362 .0426 $.2913 $.2868 Payroll-related expenses increased $5,866 or .43% for the nine months-ended March 31, 1996, as compared to the same period one year earlier. Other expenses increased $160,633 or 19.6% for the nine months-ended March 31, 1996. Increases were experienced in ground costs, legal, airport security, interrupted trip expense, membership and subscriptions, and property taxes compared to the same nine months-ended March 31, 1995. 3 Includes direct maintenance, maintenance burden and maintenance-related depreciation. Excludes payroll-related costs. 4 Includes aircraft rentals, flight-related depreciation, hull insurance and property taxes. BIG SKY TRANSPORTATION CO. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Analysis of Results (continued) Maintenance costs decreased $767 or .1%. A decrease was experienced in maintenance materials, while an increase in outside maintenance repairs. Fuel and oil costs increased $53,453 or 14.9% in the nine months-ended March 31, 1996, as compared to the same period one year earlier. This increase over last year includes the federal 4.3 cents per gallon tax imposed October 1995. Aircraft ownership/lease costs decreased $72,601 or 13.1%. In September 1994, the Company acquired an additional Metro aircraft to perform charter services which was returned to the lessor on March 15, 1995. The nine months-ended March 31, 1996 had a fleet of one Cessna 402C and four Metro aircraft. Net nonoperating results were $38,915 expense and $65,855 income for the nine months-ended March 31, 1996 and 1995, respectively. Pursuant to Chapter 11 reorganization "Fresh-Start" reporting, no charge in lieu of taxes (non-cash) for the nine months-ended March 31, 1996 was recorded while $37,517 was recorded for the same nine months period in 1995. These charges in lieu of taxes are a result of "Fresh-Start" accounting, and is amortization of excess reorganizational value for taxes that would have been incurred if the Company did not have the use of net operating tax loss carryforwards. The first nine months of fiscal year 1996 produced operating loss of $25,570 and net loss of $64,485 whereas the same period earlier generated operating income of $156,727 and net income of $90,871. BIG SKY TRANSPORTATION CO. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources At March 31, 1996, the Company showed a current ratio of 1.61 and positive working capital of $553,087, compared to a current ratio of 1.8 and positive working capital of $657,885 at June 30, 1995. Total long-term debt (including current installments) at March 31, 1996 was $850,127 (including capital lease obligations) compared to $973,294 at June 30, 1995. The Company is current on all of its debt service obligations. Stockholders' equity was $703,668 at March 31, 1996, compared to 768,154 at June 30, 1995. The quarter's results were primarily impacted by the reduction of essential air service compensation, along with the installation costs associated with the special flight equipment required by the Federal Aviation Administration (FAA). The U.S. House/Senate Conference Committee approved funding for the national Essential Air Service program in fiscal year 1996 of $22.6 million, a one-third reduction from fiscal year 1995. Reductions were mandated in three areas as follows: 1) elimination of all services to second designated hubs, 2) elimination of all services in excess of basic minimum of two round-trips per day and 3) elimination of some weekend services. At the Eastern and Central Montana Communities, two weekly round trip flights at each city were eliminated causing an 18 percent reduction in capacity. Big Sky currently is operating under DOT Order 95-11-28 at an annual compensation rate of $3.02 million, under a contract extending through November 10, 1996. The Company appealed this emergency reduction in compensation effective November 27, 1995, resulting from the decrease in overall funding by Congress, but in February its appeal was denied. The Company continued its appeal via direct talks with the DOT, obtaining the ability to make further service and adjustments without a reduction in compensation, effective April 14, 1996. The Company's operations became unprofitable after the new rate was effective, which decreased its annual compensation by approximately $500,000. The Company continues to investigate available business opportunities in order to reduce dependence upon the Federal Government Essential Air Service Program. There is uncertainty about the future funding of this program. As part of these efforts, a non-subsidized route linking Billings and Great Falls, Montana was implemented May 15, 1995. The Company has completed a formal operating line of credit, with First Interstate Bank, collateralized by an aircraft. The line of credit is available on a "sweep" basis, as needed. The Company has initiated a limited stock re-purchase program, subject to all applicitable regulations. The board's commitment at this point is to acquire up to 200,000 shares on the open market. A public release has been made and a Form 8-K was filed. On February 9, 1996, the Company filed its draft Notice of Annual Meeting and Proxy Statement for review by the SEC. Following comments, a second draft was filed May 2, 1996. Several number of issues are being presented for approval by stockholders. Presently, the Annual Meeting of Stockholders is planned for June 10, 1996. This date could change based on the date of SEC approval of the proxy. BIG SKY TRANSPORTATION CO. Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BIG SKY TRANSPORTATION CO. registrant By: /s/ Terry D. Marshall By: /s/ Craig Denney Terry D. Marshall Craig Denney President & CEO Executive VP & Division Manager (Officer in charge of accounting) May 31, 1996