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 period-ended December 31, 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 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 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 of 1934 during the past 12 months (or 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] 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 FEBRUARY 10, 1998: 1,062,218 BIG SKY TRANSPORTATION CO. FORM 10-QSB For the Period-Ended December 31, 1997 CONTENTS Part I Financial Information Item 1. Condensed Financial Statements: Balance Sheets December 31, 1997 (unaudited) and June 30, 1997 (audited) Statements of Operations Three months-ended and Six months-ended December 31, 1997 and 1996 (unaudited) Statements of Cash flows Six months-ended December 31, 1997 and 1996 (unaudited) Notes to Unaudited 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 December 31, June 30, 1997 1997 ASSETS (unaudited) (audited) Current Assets: Cash $ 575,371 $ 544,706 Restricted cash 542,301 600,151 Accounts receivable, net 766,561 416,192 Expendable parts/supplies 261,015 254,282 Inventory held for sale 30,000 30,000 Prepaid expenses 102,697 -- Total current assets 2,277,945 1,845,331 Property & Equipment: Flight equipment 230,164 612,108 Capital lease facility 456,185 456,185 Other property & equipment 196,588 187,497 882,937 1,255,790 Accumulated depreciation (215,248) (554,916) Net property & equipment 667,689 700,874 Other assets 7,258 17,258 Total assets $ 2,952,892 $ 2,563,463 =================================== LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities: Current long-term debt $ 140,950 $ 132,674 Current capital lease 7,826 11,639 Accounts payable 269,426 64,213 Accrued expenses 678,396 701,034 Traffic payable 102,639 43,155 Total current liabilities 1,199,237 952,715 Long-term debt, excluding current 179,759 263,765 Capital lease, excluding current 271,416 275,379 Total liabilities 1,650,412 1,491,859 Stockholders' Equity Common stock of no par value authorized 20,000,000 shares; 1,062,218 shares outstanding 478,138 471,207 Additional Paid-in Capital 197,511 110,159 Retained earnings 650,684 490,238 Total capital and retained earnings Less Treasury 20,000 shares(at cost)( 23,853) -- Stockholders' equity 1,302,480 1,071,604 Total liabilities & equity $ 2,952,892 $ 2,563,463 =================================== See notes to financial statements. BIG SKY TRANSPORTATION CO. Statements of Operations Three months-ended Six months-ended December 31, December 31, 1997 1996 1997 1996 (unaudited)(unaudited) (unaudited)(unaudited) Operating Revenues: Passenger $ 958,639 $ 385,976 $1,344,323 $ 787,761 Charter -- 5,900 -- 5,900 Cargo 40,139 26,094 58,684 47,264 Public service 1,194,813 772,053 1,992,883 1,525,645 Other 20,474 15,341 36,058 39,074 Total $2,214,065 $1,205,364 $3,431,948 $2,405,644 Operating Expenses: Flying 837,282 394,531 1,338,500 788,959 Maintenance 439,286 280,179 720,991 533,544 Passenger service 370,077 275,225 685,543 545,791 Sales 172,530 45,021 213,488 88,440 General/Admin. 138,890 121,707 292,412 249,445 Depreciation 22,926 20,200 42,828 40,850 Total $1,980,991 $1,136,863 $3,293,762 $2,247,029 Operating Income (Loss) 233,074 68,501 138,186 158,615 Other Income/(expenses): Interest, net (8,750) (9,910) (16,274) (19,369) Gain (loss) equipment (4,867) (12,327) 146,637 (13,280) Total (13,617) (22,237) 130,363 (32,649) Income (loss) before taxes 219,457 46,264 268,549 125,966 Income Tax Expense: Current 17,282 3,610 20,752 9,483 Charge in lieu of taxes 71,672 16,309 87,352 42,839 Total 88,954 19,919 108,104 52,322 Net Income (loss): 130,503 26,345 160,645 73,644 ============================================= Per share data: Income per common and common equivalent share .12 .03 .15 .07 Weighted average number of common & common equivalent shares outstanding less Treasury stock 1,042,218 1,047,864 1,042,218 1,047,864 See notes to financial statements. BIG SKY TRANSPORTATION CO. Statements of Cash Flows Six months-ended December 31, 1997 1996 (unaudited) (unaudited) From operating activities: Net income (loss) $ 160,445 $ 73,644 Depreciation 42,828 40,850 (Gain) loss on equipment (146,637) 12,327 Excess reorganization value amortization and charges in lieu of taxes 87,352 42,839 Changes in assets/liabilities: Restricted cash 57,850 (87,683) Accounts receivable (350,369) 38,654 Expendable parts (6,733) (8,248) Prepaid expenses (102,697) (21,461) Accounts Payable 205,213 (4,201) Accrued expenses (22,638) 83,427 Traffic payable 59,484 2,604 Net cash provided by operations (15,902) 172,752 From investing activities: Proceeds from equipment 230,211 359 Property & equipment (76,285) (12,520) Net cash(used) provided by investing 153,926 (12,161) From financing activities: Treasury stock purchased (23,853) -- Payments on long-term debt (75,730) (70,059) Payments on capital lease ( 7,776) (7,780) Net cash used by financing (107,359) (77,839) Net cash increase (decrease) 30,665 82,752 Cash at beginning of period 544,706 360,668 Cash at end of period $ 575,371 $ 443,420 ================================== Supplement disclosures of cash flow information: Cash paid during the period for: Interest $ 33,519 $ 36,879 Income taxes 11,566 -- 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-dilutive and therefore not presented. NOTE C. Results of operations for the three months-ended and the six months-ended December 31, 1997 and 1996 are not necessarily indicative of the results to be expected for the full year. NOTE E. Certain reclassifications have been made to the 1996 numbers to conform to the 1997 presentations. PART I. Financial Information, Item 2. BIG SKY TRANSPORTATION CO. Management's Discussion and Analysis or Plan of Operations Summary of Airline Operating Statistics: Three months-ended Six months-ended December 31, December 31, % change %change 1997 1996 +/(-) 1997 1996 +/(-) Passengers carried 12,641 6,948 81.9 18,373 13,244 38.7 Average passenger trip (miles) 209 194 7.7 206 196 5.2 Revenue passenger miles 2,643,530 1,351,204 95.6 3,789,678 2,591,977 46.2 Available seat miles (scheduled) 8,187,506 3,780,346 116.6 12,003,106 7,614,536 57.6 Available seat miles (charter) -- -- -- -- 9,825 (100) Total available seat miles 8,187,506 3,780,346 116.6 12,003,106 7,624,361 57.4 Passenger load factor (%) 32.3 35.7 (9.5) 31.6 34.0 (7.1) Aircraft miles 439,516 256,119 71.6 691,755 519,322 33.2 Operating breakeven (with subsidy) load factor (%) 28.9 33.7 (14.3) 30.3 31.8 (4.6) Yield per revenue passenger mile (cents) 36.3 29.1 24.9 35.5 30.4 16.7 Operating cost per available seat mile (cents) 27.0 31.9 (15.2) 28.6 31.5 (9.4) Freight pounds enplaned 67,803 17,233 293.4 87,989 34,977 151.6 BIG SKY TRANSPORTATION CO. Management's Discussion and Analysis or Plan of Operations Analysis of Results for the three months-ended December 31, 1997 and 1996: Three months-ended December 31, 1997 1996 Change (unaudited) (unaudited) Operating Revenues: Passenger $ 958,639 $ 385,976 $ 572,663 Charter -- 5,900 (5,900) Cargo 40,139 26,094 14,045 Public service 1,194,813 772,053 422,760 Other 20,474 15,341 5,133 Total $2,214,065 $1,205,364 $1,008,701 Total operating revenues in the second quarter of fiscal year 1998 were $2.21 million, compared with $1.21 millon in the same quarter last year. Passenger revenues increased $572,663 or 148% to total $958,639. In addition, freight revenues increased $14,045 or 53.8% to $40,139. Both increases are primarily due to added service between Billings MT and Helena and Missoula MT implemented October 12, 1997. Number of passengers carried October through December 1997 totaled 12,641, 5,749 more than the same period in 1996. The average fare rose from $56.62 to $75.13. Effective October 1, 1997 Big Sky entered into a new enhanced Essential Air Service (EAS) contract with the Department of Transportation (DOT) at an annual rate of $4.8 million through November 1998. The enhancement restored services lost during a program-wide reduction in November 1995. The new contract also provided an upgrade from a Metro II to Metro III type aircraft. The Metro III aircraft seats 19 passengers and cruises at 300 miles per hour. Public service revenues increased $422,760 or 54.8% over the same three month period in 1996. Big Sky performed no charter services in the second fiscal quarter of 1998. BIG SKY TRANSPORTATION CO. Management's Discussion and Analysis or Plan of Operations Analysis of Results for the three months-ended December 31, 1997 and 1996 (continued): Three months-ended December 31, 1997 1996 Change (unaudited) (unaudited) Operating Expenses: Flying $ 837,282 $ 394,531 $ 442,751 Maintenance 439,286 280,179 159,107 Passenger service 370,077 275,225 94,852 Sales 172,530 45,021 127,509 General/Admin. 138,890 121,707 17,183 Depreciation 22,926 20,200 2,726 Total $1,980,991 $1,136,863 $ 844,128 All operating expense categories experienced increases, totaling $844,128 or 74.2%. This was expected as the enhanced EAS and Western MT services implemented in October 1997 required fleet transition and expansion from three Metro II and one Cessna 402C to a fleet of six Metro III aircraft on December 31, 1997. Flight had the largest increase of $442,751 or 112%. An increased number of flight crews along with higher aircraft lease, insurance and fuel costs made up the bulk of the increase. Block hours increased 75.3% from a monthly average of 469 in the three month period of 1996 to a monthly average of 822 in the same three month period of 1997. Maintenance increased $159,107 or 56.8%. This increase is two- fold, additional manpower and equipment associated with the larger fleet and, secondly, costs with returning the Metro II aircraft to their lessors. Passenger service costs increased $94,852 or 34.5%. Increased staffing at station locations and the addition of two new destinations, along with higher airport costs of space rental, security and landing fees, all are the result of added services. BIG SKY TRANSPORTATION CO. Management's Discussion and Analysis or Plan of Operations Analysis of Results for three months-ended December 31, 1997 & 1996 (continued): Sales expense experienced a substantial increase of $127,509 or 283% due to several factors. Advertising was increased to promote the new Western Montana and enhanced EAS service. Reservations computer system upgrades to better serve and monitor the added passenger reservations were initiated. Corresponding with the increased passengers, CRS and travel agency commissions also increased. General and administration expense increased $17,183 or 14.1%, largely due to printing of the annual report and proxy material and legal fees associated with the "new" Metro III aircraft lease agreements. Depreciation rose slightly as a result of the Global Positioning Systems (GPS) avionics equipment installed on each of the Metro III aircraft. BIG SKY TRANSPORTATION CO. Management's Discussion and Analysis or Plan of Operations Analysis of Results for six months-ended December 31, 1997 & 1996: Six months-ended December 31, 1997 1996 Change (unaudited) (unaudited) Operating Revenues: Passenger $1,344,323 $ 787,761 $ 556,562 Charter -- 5,900 (5,900) Cargo 58,684 47,264 11,420 Public service 1,992,883 1,525,645 467,238 Other 36,058 39,074 (3,016) Total $3,431,948 $2,405,644 $1,026,304 Six months ended December 1997 had revenues of $3.43 million, $1.03 million or 42.7% greater than the same period one year earlier. Passenger revenue and public service revenue increases of $556,562 (70.6%) and $467,238 (30.6%) were almost entirely attributable to the October through December quarter. As previously stated, the Company began service to Helena and Missoula MT and initiated expanded service under a new EAS contract in October 1997, both of which increased revenues. The only revenue categories which experienced decreases were the other revenue category ($3,016) and charter revenue ($5,900). BIG SKY TRANSPORTATION CO. Management's Discussion and Analysis or Plan of Operations Analysis of Results for six months-ended December 31, 1997 & 1996 (continued): Six months-ended December 30, 1997 1996 Change (unaudited) (unaudited) Operating Expenses: Flying $1,338,500 $ 783,959 $ 549,541 Maintenance 720,991 553,544 187,447 Passenger service 685,543 545,791 139,752 Sales 213,488 88,440 125,048 General/Admin. 292,412 249,445 42,967 Depreciation 42,828 40,850 1,978 Total $3,293,762 $2,247,029 $1,046,733 As with the quarterly results, the six month period also reflected increases in all expense categories, a total increase of $1,046,733 or 46.6% for the six months ended December 1997 compared to the same six months in 1996. Again, this is a direct result of staffing, aircraft and station expense for the added flights to the seven EAS communities and the two new Western Montana locations. The 1997 results include start up costs of the new service and aircraft along with termination costs associated with returning the Metro II aircraft. Flight expense increased $549,541 or 69.6%. Areas that experienced higher costs were aircraft lease, insurance and crew salaries, along with additional fuel usage. Aircraft lease expense rose 192% and insurance 100% over the same six months in 1996. Fuel expense increased only 28%; a 74% increase in usage was partially offset by a 25% decrease in average fuel cost per gallon. Maintenance costs rose $187,447 or 35.1%. The increase in aircraft fleet size combined with the cost of preparing the "old" Metro II aircraft for return accounted for the bulk of the increase. BIG SKY TRANSPORTATION CO. Management's Discussion and Analysis or Plan of Operations Analysis of Results for six months-ended December 31, 1997 & 1996 (continued): Passenger service expense experienced increases in station staffing along with airport-related costs such as space rental, landing fees and security costs reflecting higher service frequencies and two new destinations. The six month period of 1997 has higher costs by $139,752 or 25.6%. Sales expense increased $125,048 or 141%, all of which was experienced in the December quarter. Advertising accounted for the largest increase of 199% followed by travel commissions, equipment rental and CRS fees, all related to the new routes and increased passenger loads. General and administration increased $42,967 or 17.2%, again the majority of this was during the December quarter. Legal fees incurred the highest rate of increase largely attributable to the implementation of the Metro III aircraft lease agreements. Depreciation in the six months ended December 1997 rose $1,978 or 4.8% over the same six month period in 1996. BIG SKY TRANSPORTATION CO. Management's Discussion and Analysis or Plan of Operations Liquidity and Capital Resources: Net non-operating expenses were $102,571 for the December 1997 quarter and $42,156 for the December 1996 quarter. Pursuant to Chapter 11 Reorganization "Fresh Start" reporting, a $71,672 charge in lieu of tax was recorded in the December 1997 quarter compared to $16,309 in the December 1996 quarter. The December 1997 quarter generated operating profit of $233,074 and net income of $130,503. By comparison, the same quarter in 1996 produced a $68,501 operating profit and net profit of $49,203. Six month results ending December 31, 1997 had an operating profit of $138,186 and a net profit of $160,645, compared to $158,615 and $73,644 for the same six month period of 1996. 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 12/31/97 $1,078,708 1.9:1 Long-Term Debt Stockholder's (excluding current portion) Equity Year-end 6/30/97 $ 539,144 $1,071,604 Quarter-end 12/31/97 $ 451,175 $1,302,480 Stockholder equity at December 31, 1997 increased 21.5% over the balance at fiscal year-end. The Company is current on all of its debt service obligations. In September 1997 the Company made the sixth of eight annual scheduled payments to its unsecured creditors under the plan of reorganization. BIG SKY TRANSPORTATION CO. Management's Discussion and Analysis or Plan of Operations Liquidity and Capital Resources (continued): Cash used by operations during the six months ended December 31, 1997 was $15,902. This reflects the start-up costs associated with increased services and fleet transition offset by a one-time capital gain on the sale of a Cessna 402C aircraft. Cash provided by investing activities was $153,926 primarily due to the sale of an aircraft and related parts. Cash used by financing was $107,359 for the payments on long term debt, capital lease obligations and the purchase of treasury stock. The Company has established a line of credit through First Interstate Bank and Trust Co. of Billings. To-date this line has not been utilized. The Company also received a $150,000 advance on subsidy from the DOT to supplement cash flow during start-up of enhanced EAS service. This advance is being reimbursed in equal monthly payments (subsidy offsets) through November 30, 1998, the remaining period of the DOT/EAS contract. The Company's EAS contract expires November 30, 1998. Big Sky Airlines has held this contract through two year renewals since 1980. Preparations for contract renewal negotiations with the DOT have begun. Negotiations are expected to begin in the fourth fiscal quarter of 1998, concluding in the first fiscal quarter of 1999. Loss of this contract would be material. Concurrently, the company will actively seek profitable expansion and new business opportunities. 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 December 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/ Brent L. Johnson By: /s/ Karie Kane Brent L. Johnson Karie Kane Vice President, Business Development Accounting Director and CFO February 13, 1998