U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 FORM 10-QSB [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 1997 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE CHANGE ACT for the transition period _________ to _______________ Commission file number 1-7991 BIG SKY TRANSPORTATION CO. (exact name of small business issuer as specified in its charter) MONTANA 81-0387503 (state of other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 1601 Aviation place Billings Logan Int'l Airport Billings MT 59105 (406) 245-9449 (address of registrant's principal executive offices) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such 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 [ ] State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. CLASS: Common Stock, no par value SHARES OUTSTANDING: at November 7, 1997: 1,062,419 BIG SKY TRANSPORTATION CO. FORM 10-QSB For the Period-Ended September 30, 1997 CONTENTS Part I Financial Information Item 1. Condensed Financial Statements: Balance Sheets September 30, 1997 (unaudited) and June 30, 1997 (audited) Statements of Operations Three months-ended September 30, 1997 and 1996 (unaudited) Statements of Cash flows Three months-ended September 30, 1997 and 1996 (unaudited) Notes to Financial Statements Item 2. Management's Discussion and Analysis or Plan of Operation Part II Other Information Item 6. Exhibits and reports on Form 8-K Part I. Financial Information, Item 1. BIG SKY TRANSPORTATION CO. Balance Sheets September 30, June 30, 1997 1997 (unaudited) (audited) ASSETS Current Assets: Cash $ 601,765 $ 544,706 Restricted cash 366,961 600,151 Accounts receivable, net 601,120 416,192 Expendable parts/supplies 263,918 254,282 Inventory held for sale 30,000 30,000 Prepaid expenses 32,278 -- Total current assets 1,896,042 1,845,331 Property & Equipment: Flight equipment 244,839 612,108 Capital lease facility 456,185 456,185 Other property & equipment 188,347 187,497 889,371 1,255,790 Accumulated depreciation (244,893) (554,916) Net property & equipment 644,478 700,874 Deposits 93,009 17,258 Total assets $ 2,633,529 $ 2,563,463 =================================== LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities: Current long-term debt $ 138,990 $ 132,674 Current capital lease 9,342 11,639 Accounts payable 87,879 64,213 Accrued expenses 734,847 701,034 Traffic payable 55,338 43,155 Total current liabilities 1,026,396 952,715 Long-term debt, excluding current 209,369 263,765 Capital lease, excluding current 273,450 275,379 Total liabilities 1,509,215 1,491,859 Stockholders' Equity Common stock at no par value authorized 2,000,000 shares; 1,062,419 shares outstanding 478,297 471,207 Additional Paid-in Capital 125,839 110,159 Retained earnings 520,178 490,238 Stockholders' equity 1,124,314 1,071,604 Total liability & stockholders' equity $ 2,633,529 $ 2,563,463 =================================== See notes to financial statements. BIG SKY TRANSPORTATION CO. Statements of Operations Three months-ended September 30, 1997 1996 (unaudited) (unaudited) Operating Revenues: Passenger $ 385,684 $ 401,786 Cargo 18,545 21,170 Public service 798,070 753,592 Other 15,584 23,733 Total 1,217,883 1,200,281 Operating Expenses: Flying 501,218 394,428 Maintenance 281,705 253,365 Passenger service 315,466 270,566 Sales 40,958 43,419 General/Administrative 153,522 127,738 Depreciation 19,902 20,650 Total 1,312,771 1,110,166 Operating Income (94,888) 90,115 Other Income/(expenses): Interest, net (7,524) (9,459) Gain (loss) equipment 151,504 (953) Total 143,980 (10,412) Income before taxes 49,092 79,703 Income Tax Expense: Current 3,470 5,873 Charge in lieu of taxes 15,680 26,530 Total 19,150 32,403 Net Income: $ 29,942 $ 47,300 ==================================== Per share data: Income per common and common equivalent share $.03 $.04 Weighted average number of common & common equivalent shares outstanding 1,062,419 1,049,520 See notes to financial statements. BIG SKY TRANSPORTATION CO. Statements of Cash Flows Three months-ended September 30, 1997 1996 (unaudited) (unaudited) From operating activities: Net income $ 29,942 $ 47,300 Depreciation 19,902 20,650 (Gain) loss on equipment (151,504) 953 Excess reorganization value amortization and charges in lieu of taxes 15,680 26,530 Changes in assets/liabilities: Restricted cash 233,190 (46,220) Accounts receivable (184,928) 78,718 Expendable parts (9,636) (7,497) Prepaid expenses (32,278) (20,538) Deposits (75,751) -- Accounts Payable 23,666 (63,422) Accrued expenses 33,813 80,295 Traffic payable 12,183 2,653 Net provided (used) by operations (85,721) 119,422 From investing activities: Proceeds, equipment sales 216,121 359 Property & equipment (28,660) (1,764) Net provided (used) by investing 187,461 (1,405) From financing activities: Exercised stock options 7,625 -- Payments on long-term debt (48,080) (44,485) Payments on capital lease (4,226) (3,807) Net provided (used) by financing (44,681) (48,292) Increase in cash 57,059 69,725 Cash at beginning of period 544,706 360,668 Cash at end of period $ 601,765 $ 430,393 ================================== Supplement disclosures of cash flow information: Cash paid during the period for: Interest $ 16,441 $ 18,903 Income taxes -- -- See notes to financial statements 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 its understanding of 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-QSB and therefore, do not include all information and footnotes necessary for a fair presentation of financial position, statement 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-KSB. 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 month-ended September 30, 1997 and 1996 are not necessarily indicative of the results to be expected for the full year. PART I. Financial Information, Item 2. BIG SKY TRANSPORTATION CO. Management's Discussion and Analysis or Plan of Operation Summary of Airline Operating Statistics: Three months-ended September 30, % change 1997 1996 +/(-) Passengers carried 5,732 6,296 (9.0) Average passenger trip (miles) 200 197 1.5 Revenue passenger miles 1,146,148 1,240,773 (7.6) Available seat miles 3,815,600 3,834,190 (.5) Passenger load factor (%) 30.04 32.36 (7.2) Aircraft miles 252,239 263,203 (4.2) Yield per revenue passenger mile (cents) 33.58 31.84 5.5 Freight pounds enplaned 20,186 17,744 13.8 Operating cost per available seat mile (cents) 31.92 31.30 2.0 Operating break-even load factor (%) 32.38 29.93 8.2 Big Sky Transportation Co. Management's Discussion and Analysis or Plan of Operation Analysis of Results for the three months-ended September 30, 1997 and 1996: Three months-ended September 30, 1997 1996 (unaudited) (unaudited) Change Operating Revenues: Passenger $ 385,684 $ 401,786 $(16,102) Cargo 18,545 21,170 (2,625) Public service 798,070 753,592 44,478 Other 15,584 23,733 (8,149) Total 1,217,883 1,200,281 17,602 Total operating revenues in the first quarter of fiscal year 1998 were $1,217,883, compared with $1,200,281 in the same quarter last year. Overall passenger revenues fell $16,102 or 4%. Passenger revenue for the September 1996 quarter included the retention of the federal excise tax through August 27. Eliminating the benefit of this tax, 1996 passenger revenues were approximately $388,393 compared to 1997 at $385,684. Total number of passengers carried during the 1997 quarter declined, however this was largely offset by increased average fares. Effective December 1996 Big Sky entered into a new Essential Air Service (EAS) contract with the Department of Transportation (DOT). The increase of $44,478 or 5.9% in public service revenue is a result of the new contract rate. This agreement was amended by order 97-8-14 providing an annual rate of $4.8 million for enhanced services, for the period October 1997 through November 1998. Enhancements restored the lost services caused by the program-wide reduction effective November 1995. The enhancement also provided an upgrade in aircraft. Last year the Company performed charters in addition to the regular scheduled service, the current period did not have charter business. This constitutes the decrease in "other" revenue. October 12, 1997 the Company began service to Helena and Missoula, Montana. These markets are expected to significantly increase system passenger and cargo revenues. Management's Discussion and Analysis or Plan of Operation Analysis of Results (continued): Three months-ended September 30, 1997 1996 (unaudited) (unaudited) Change Operating Expenses: Flying $ 501,218 $ 394,428 $ 106,790 Maintenance 281,705 253,365 28,340 Passenger service 315,466 270,566 44,900 Sales 40,958 43,419 (2,461) General/Admin 153,522 127,738 25,784 Depreciation 19,902 20,650 (748) Total 1,312,771 1,110,166 202,605 Total operating expenses increased $202,605 or 18.2%. Most expense categories experienced increases as a result of preparing for the new enhanced EAS and Western Montana services effective October 1997. Flight topped the list with increases of $106,790 or 27%. The transition from Metro II to Metro III aircraft created substantial up-front costs, such as aircraft leases and pilot training. Once a uniform fleet is in service, these costs are expected to stabilize. Maintenance showed an increase of $28,340 or 11.2%, almost entirely due to the costs associated with exterior repainting and the refurbishing and upholstery of the interiors for the "new" Metro III aircraft. Additional incremental costs, such as Metro III tooling and mechanic training will continue into next quarter. Passenger service increased $44,900 or 16.6%. Several items experienced increases, the largest being staffing, followed by airport related costs such as space rental, landing fees and security costs. Printing of new forms and manuals created higher costs too. General and administration increased $25,784 or 20.2%. The change in the vacation accrual expense accounts for most of the increase. Legal expense also increased this quarter compared to last year by 58%. This is a direct result of entering into lease agreements for the Metro III aircraft. Both depreciation and sales experienced slight reductions of 3.6 and 5.7%, respectively. BIG SKY TRANSPORTATION CO. Management's Discussion and Analysis or Plan of Operation Analysis of Results (continued): Net non-operating results were: $124,830 income for September 1997 quarter and $42,815 expense for September 1996 quarter. September 1997 quarter generated an operating loss of $94,888 and a net income to $29,942. By comparison the same quarter in 1996 produced $90,115 operating income and a net income of $47,300. This quarter's operating loss is a result of preparing for the added service and aircraft up-grade associated with the enhanced EAS agreement and the new routes to Helena and Missoula effective October 1997. September 1997 quarter also included a capital gain of $151,504 on the sale of the Company's Cessna 402C aircraft. This back up aircraft will be replaced by a leased Metro III in the next few months, providing a fully-standardized fleet. Pursuant to Chapter 11 reorganization "Fresh Start" reporting, charges in lieu of taxes of $15,680 and $26,530 were recorded in September 1997 and 1996 quarters. BIG SKY TRANSPORTATION CO. Management's Discussion and Analysis or Plan of Operation Liquidity and Capital Resources: A review of current liquidity and capital resources are presented below: Working Capital Current Ratio Year-end 6/30/97 $892,616 1.9:1 Quarter-end 9/30/97 $869,646 1.8:1 Long-Term Debt Stockholders' (excluding current portion) Equity Year-end 6/30/97 $539,144 $1,071,604 Quarter-end 9/30/97 $482,819 $1,124,314 Stockholder equity at September 1997 increased 4.9% over the balance at fiscal year-end. The Company is current on all of its debt service obligations. In September 1997 the Company made its sixth of eight annual scheduled payments to the unsecured creditors from reorganization. Cash used by operations during September 1997 quarter was $85,721. This reflects the start-up costs associated with increased services and fleet transition. Income provided by investing activities was $187,461, primarily the result of an aircraft sale. Cash used by financing was $44,681 for the payments on long term debt and capital lease obligations. The Company has established a line of credit through First Interstate Bank in Billings. The line is related to projected temporary cash flow needs through mid-1998. The Company also received $150,000 advance on subsidy from the DOT to supplement cash flow during start-up of enhanced EAS service. This advance will be reimbursed over the remaining period of the DOT/EAS contract. Part II. Other Information BIG SKY TRANSPORTATION CO. Item 6. Exhibits and reports on Form 8-K Exhibit No. Exhibit Name 27 Financial Data Schedule (only for filings via EDGAR) Reports on Form 8-K No reports on form 8-K were filed during the September 1997 quarter. 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/ Craig Denney Craig Denney Executive Vice President By:/s/ Karie Kane Karie Kane Accounting Director November 13, 1997