US 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 March 31, 1998 [ ] 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 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) has 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 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 May 08, 1998: 1,127,947 BIG SKY TRANSPORTATION CO. FORM 10-QSB For the Period-Ended March 31, 1998 CONTENTS Part I Financial Information Item 1. Condensed Financial Statements: Balance Sheets March 31, 1998 (unaudited) and June 30, 1997 (audited) Statements of Operations Three months-ended and Nine months-ended March 31, 1998 and 1997 (unaudited) Statements of Cash flows Nine months-ended March 31, 1998 and 1997 (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 March 31, June 30, 1998 1997 ASSETS (unaudited) (audited) Current Assets: Cash $ 623,688 $ 544,706 Restricted cash 151,404 600,151 Accounts receivable, net 863,128 416,192 Expendable parts/supplies 287,402 254,282 Inventory held for sale 30,000 30,000 Prepaid expenses 122,223 -- Total current assets 2,077,845 1,845,331 Property & Equipment: Flight equipment 433,873 612,108 Capital lease facility 456,185 456,185 Other property & equipment 187,345 187,497 1,077,403 1,255,790 Accumulated depreciation (258,246) (554,916) Net property & equipment 819,157 700,874 Other assets 8,251 17,258 Total assets $ 2,905,253 $ 2,563,463 =================================== LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities: Current long-term debt $ 188,802 $ 132,674 Current capital lease 7,991 11,639 Accounts payable 281,123 64,213 Accrued expenses 374,772 701,034 Traffic payable 110,296 43,155 Total current liabilities 962,984 952,715 Long-term debt, excluding current 249,998 263,765 Capital lease, excluding current 269,277 275,379 Total liabilities 1,482,259 1,491,859 Stockholders' Equity Common stock of no par value authorized 20,000,000 shares; 1,127,947 shares outstanding 481,722 471,207 Additional Paid-In Capital 239,753 110,159 Retained earnings 725,372 490,238 Less Treasury Stock,at cost (23,853) -- Stockholders' equity 1,422,994 1,071,604 Total liabilities & equity $ 2,905,253 $ 2,563,463 =================================== see notes to financial statements BIG SKY TRANSPORTATION CO. Statements of Operations Three months-ended Nine months-ended March 31, March 31, 1998 1997 1998 1997 (unaudited)(unaudited) (unaudited)(unaudited) Operating Revenues: Passenger $ 946,315 $ 400,828 $2,290,638 $1,188,589 Charter 17,431 -- 17,431 5,900 Cargo 36,831 35,364 95,515 72,628 Public service 1,156,033 785,552 3,148,916 2,311,197 Other 15,579 13,925 51,637 52,999 Total $2,172,189 $1,225,669 $5,604,137 $3,631,313 Operating Expenses: Flying 820,893 378,182 2,159,393 1,167,141 Maintenance 439,824 276,281 1,160,815 809,825 Passenger service 426,769 187,969 1,112,312 733,760 Sales 140,211 127,704 353,699 216,144 General/Admin. 184,084 129,231 476,496 378,676 Depreciation 24,601 20,206 67,429 61,056 Total $2,036,382 $1,119,573 $5,330,144 $3,366,602 Operating Income (Loss) 135,807 106,096 273,993 264,711 Other Income/(expenses): Interest, net (9,525) (8,009) (25,799) (27,378) Gain (loss) equipment -- 2,655 146,637 (10,625) Total (9,525) (5,354) 120,838 (38,003) Income (loss) before taxes 126,282 100,742) 394,831 226,708 Income Tax Expense: Current 9,351 6,686 30,103 16,169 Charge in lieu of taxes 42,242 30,201 129,594 73,040 Total 51,593 36,887 159,697 89,209 Net Income (loss): $ 74,689 $ 63,855 $ 235,134 $ 137,499 ============================================= Per share data: Income per common and common equivalent share .07 .06 .21 .13 Weighted average number of common & common equivalent shares outstanding less Treasury stock 1,107,947 1,047,828 1,107,947 1,047,828 See notes to financial statements. BIG SKY TRANSPORTATION CO. Statements of Cash Flows Nine months-ended March 31, 1998 1997 (unaudited) (unaudited) From operating activities: Net income (loss) $ 235,134 $ 137,499 Depreciation 67,429 61,056 (Gain) loss on equipment (146,637) 10,625 Excess reorganization value amortization and charges in lieu of taxes 98,606 73,040 Changes in assets/liabilities: Restricted cash 448,747 (87,693) Accounts receivable (446,936) (5,811) Expendable parts (33,120) (2,438) Prepaid expenses (122,223) (18,904) Accounts Payable 216,910 (43,103) Accrued expenses (326,262) 170,376 Traffic payable 67,141 3,487 Net cash provided by operations 58,789 298,134 From investing activities: Proceeds from equipment 233,288 359 Property & equipment (221,853) (8,039) Net cash(used) provided by investing 11,435 (7,680) From financing activities: Treasury stock purchased (23,853) -- Payments on long-term debt 42,361 (96,166) Payments on capital lease (9,750) (11,921) Net cash (used) provided by financing 8,758 (108,087) Net cash increase (decrease) 78,982 182,367 Cash at beginning of period 544,706 360,668 Cash at end of period $ 623,688 $ 543,035 ================================== Supplement disclosures of cash flow information: Cash paid during the period for: Interest $ 52,476 $ 54,007 Income taxes 18,166 -- 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 nine months-ended March 31, 1998 and 1997 are not necessarily indicative of the results to be expected for the full year. NOTE D. Certain reclassifications have been made to the 1997 numbers to conform to the 1998 presentations. NOTE E. The lease agreement provisions related to the Company's newly acquired fleet of Metro III aircraft require that the Company make monthly engine reserve payments to the lessors to fund scheduled hot section inspections and engine overhaul/CAMP inspections. The funds are held by the lessors until used to either pay the maintenance provider directly or reimburse the Company for paying the provider. The various leases provide that the engine reserve payments will be renegotiated between the parties from time to time throughout the term of the lease to insure that the reserve payments are adequate to fund the future engine maintenance events. To better reflect these lease provisions, the Company has changed the method by which it accounts for engine reserve payments by charging maintenance expense for each engine hour flown at its applicable hourly reserve rate in the period flown. Also as part of this change, restricted cash and accrued expenses were both reduced by $138,948 in the period ended March 31, 1998. There was no effect on net income as a result of this change. The Company believes that this new method of accounting for engine reserves more appropriately reflects the Company's liability for, and interest in, the engine reserve payments, and provides an appropriate expense recognition to the period incurred. 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 Nine months-ended March 31, March 31, % change %change 1998 1997 +/(-) 1998 1997 +/(-) Passengers carried 11,755 5,912 98.8 30,128 19,156 57.3 Average passenger trip (miles) 208 195 6.7 207 196 5.6 Revenue passenger miles 2,446,253 1,153,651 112.0 6,235,931 3,745,628 66.5 Available seat miles (scheduled) 7,878,312 3,682,824 114.1 19,889,778 11,307,185 75.9 Available seat miles (charter) 8,360 -- 100.0 8,360 9,825 (14.9) Total available seat miles 7,886,672 3,682,824 114.1 19,889,778 11,307,185 75.9 Passenger load factor (%) 31.0 31.3 (0.9) 31.4 33.1 (5.4) Aircraft miles 414,648 251,522 64.9 1,106,403 770,844 43.5 Operating breakeven load factor (%) 29.1 28.6 1.7 29.8 30.7 (2.9) Yield per revenue passenger mile (cents) 38.7 341.7 11.3 36.7 31.7 15.8 Operating cost per available seat mile (cents) 27.5 33.3 (17.2) 28.2 32.1 (12.3) Freight pounds enplaned 54,233 23,253 133.2 142.222 58,230 144.2 BIG SKY TRANSPORTATION CO. Management's Discussion and Analysis or Plan of Operation Analysis of Results for the three months-ended March 31, 1998 and 1997: OPERATING REVENUES: 1998 1997 Difference ---------------------------------------- Passenger $ 946,315 $ 400,828 $ 545,487 Charter 17,431 -- 17,431 Cargo 36,831 25,364 11,467 Public Service 1,156,033 785,552 370,481 Other 15,579 13,925 1,654 Total 2,172,189 1,225,669 946,520 Total operating revenues in the third quarter of fiscal year 1998 totaled $2.17 million, versus $1.23 million in the same quarter of fiscal year 1997. Passenger revenues of $946,315 in the quarter were $545,487, or 136% greater than the same quarter last year. Freight revenue of $36,831 and charter revenue of $17,431 were greater than the corresponding 1997 quarter by $11,467 (45%), and $17,431 respectively. The increases in passenger and freight revenues were attributable to the new services between Billings MT and Helena and Missoula MT initiated during the second quarter of fiscal 1998. There were not any charter flights operated in the third quarter of 1997. Revenue passengers enplaned during the quarter ended March 31, 1998 totaled 11,755, an increase of 5,843 or 99%, over the same quarter in 1997. The average passenger fare during the quarter of $80.50 was $12.70, or 19% greater than the average passenger fare during the same quarter of 1997. Public service revenues in the third quarter of fiscal year 1998 were $1,156,033, compared to $785,552 during the same quarter of fiscal year 1997. The increase of $370,481, or 47%, was the result of an enhanced Essential Air Service contract entered into with the Department of Transportation effective October 1, 1997. The new contract restored service levels to markets that had been cut during a program-wide reduction implemented in November 1995, and provided for an upgrade in the type of aircraft used to provide the service. BIG SKY TRANSPORTATION CO. Management's Discussion and Analysis or Plan of Operation Analysis of Results for the three months-ended March 31, 1998 and 1997 (continued): OPERATING EXPENSES 1998 1997 Difference ---------------------------------------------- Flying $ 820,893 $ 378,182 $ 442,711 Maintenance 439,824 276,281 163,543 Passenger Service 426,769 246,906 179,863 Sales 140,211 68,767 71,444 General/admin 184,084 129,231 54,853 Depreciation 24,601 20,206 4,395 Total 2,036,382 1,119,573 916,809 Total operating expenses in the third quarter totaled $2.04 million compared to $1.12 million in the third quarter of fiscal 1997. All expense categories experienced an increase primarily as a result of the expansion of the fleet from three Metro II aircraft and one Cessna 402C aircraft in the third quarter of 1997 to six Metro III aircraft in the same period in 1998, and the expanded EAS and Western MT services added in October 1997. Flying operations expense showed the greatest increase of $442,711, or 117%. The primary reasons for this increase were twofold. First, aircraft lease expense, aircraft hull insurance and aircraft property taxes increased directly as a result of the expanded and upgraded fleet. Secondly, additional flight crews and fuel were required to support the expanded services in the EAS markets and new Western MT service. Maintenance expense increased by $163,543, or 59%, over the third quarter 1997. The increase was attributable to a 62% increase in block hours flown during the quarter, 2,240 versus 1,382, and higher than normal non-scheduled engine repairs in the third quarter of 1998. Passenger service expense increased by $179,863, or 72% in the third quarter of fiscal 1998 compared to the same period in 1997. The increase is primarily attributable to the increased services in the EAS markets, costs associated with the Western MT services initiated in October 1997, and an increase in air traffic insurance costs associated with the larger fleet of higher capacity aircraft. BIG SKY TRANSPORTATION CO. Management's Discussion and Analysis or Plan of Operation Analysis of Results for the three months-ended March 31, 1998 and 1997 (continued): Sales expense increased by $71,444, or 103%, over the third quarter of 1997. This increase is attributed to higher travel agency commission expense and computer reservation services ("CRS fee") associated with the increased passengers, 99%, and passenger revenues, 136%. General and administrative expense was $54,853, or 42%, greater than the third quarter of fiscal 1997. The primary reasons for the increase were increased salaries and wages associated with bonuses paid under the 1996 team incentive plan, costs associated with the transition period to a new President/CEO, and to a lesser extent, legal fees. Depreciation expense was $4,395, or 21%, greater than the third quarter of fiscal 1997 due to Global Positioning Systems ("GPS") installed on the aircraft, and the purchase of a spare aircraft engine to support the fleet. Analysis of Results for the nine months-ended March 31, 1998 and 1997: OPERATING REVENUES 1998 1997 Difference ----------------------------------------- Passenger $2,290,638 $1,188,589 $1,102,049 Charter 17,431 5,900 11,531 Cargo 95,515 72,628 22,887 Public Service 3,148,916 2,311,197 837,719 Other 51,637 52,999 (1,362) Total 5,604,137 3,631,313 1,972,824 Operating revenues in the nine months ended March 1998 were $5.60 million, an increase of $1.97 million, or 54% , over the comparable prior year period. Passenger revenues and public service revenues increased over the prior period by $1,102,049 (92%), and $837,719 (36%), respectively. The increases are the result of the new Western MT services and the enhanced EAS contract services that were both implemented in October 1997. Cargo revenues and charter revenues were greater than the prior year nine month period by $22,887 (31%), and $11,531 (195%), respectively. BIG SKY TRANSPORTATION CO. Management's Discussion and Analysis or Plan of Operation Analysis of Results for the nine months-ended March 31, 1998 and 1997 (continued): OPERATING EXPENSES 1998 1997 Difference ------------------------------------------ Flying $2,159,393 $1,167,141 $ 992,252 Maintenance 1,160,815 809,825 350,990 Passenger Service 1,112,312 733,760 378,552 Sales 353,699 216,144 137,555 General/admin 476,496 378,676 97,820 Depreciation 67,429 61,056 6,373 Total 5,330,144 3,366,602 1,963,542 Operating expenses for the nine months ended March 1998 were $5.33 million, an increase of $1.96 million, or 58%, over the comparable prior year period. Consistent with the quarterly results, the increases were realized across all expense categories during the period. The primary reasons for the increase in expense are attributed to the increased number of, and upgraded fleet of aircraft, and the additional services, passengers, and revenues commencing in October 1997. To a much lesser extent, the nine month period ended March 1998 also was impacted by the costs associated with the transition to the new fleet type, the return of the former fleet of Metro II aircraft to their lessors, and the start up of the Western MT routes. Flying operations expense in the nine month period increased by $992,252, or 85%, over the nine months ended March 1997. A majority of the increase is attributed to increased aircraft lease expense ($521,080), aircraft hull insurance ($106,576), and property taxes ($44,819), all of which are related to the fleet changes. The remainder of the increase is in pilot wages and related expenses, and fuel expense, directly related to the increased flying associated with the EAS service enhancements and the new Western MT services. Maintenance expense increased by $350,990, or 43%, over the comparable period ended March 1997. The increase in expenses resulted primarily from the larger fleet size, increased flying, and the cost associated with returning the former fleet of Metro II aircraft. Passenger service expense increased by $378,552, or 51%, in the nine months ended March 1998 versus the same period in 1997. Increases in airport station and related costs associated with the additional EAS service and new Western MT service, as well as direct passenger related costs associated with the 57% increase in passengers carried in the period caused the change. BIG SKY TRANSPORTATION CO. Management's Discussion and Analysis or Plan of Operation Analysis of Results for the nine months-ended March 31, 1998 and 1997 (continued): Sales expense during the period increased $137,555, or 63%, over 1997. The increase is directly attributed to travel agency commissions and CRS fees associated with the 92% increase in passenger revenues realized in the nine month period. The revenue increase was accomplished by the combination of a 57% increase in passengers and a 16% increase in yield. General and administrative expense increased by $97,820, or 25%, in the 1998 nine month period compared to the 1997 period. The vast majority of this increase is attributable to legal fees, and salaries and related expenses. Depreciation expense in the nine months ended March 1998 were $6,373, or 10%, greater than the comparable period ended March 1997. This attributable to the aforementioned GPS installations, and spare engine acquisition. <page Big Sky Transportation CO. Management's Discussion and Analysis or Plan of Operations Liquidity and Capital Resources: Net non-operating expense was $61,118 for the three months ended March 1998, compared to $42,241 for the March 1997 quarter. Pursuant to Chapter 11 Reorganization "Fresh Start" reporting, a $42,242 charge in lieu of tax was recorded in the March 1998 quarter compared to $30,201 in the March 1997 period. The quarter ended March 1998 generated an operating income of $135,807, and net income of $74,689, compared to operating income of $106,096 and net income of $63,855 during the same period in 1997. For the nine months ended March 1998 operating income was $273,993 and net income was $235,134 as compared to $264,711 and $137,499 in the same period of fiscal year 1997. A review of current liquidity and capital resources are as follows: Working Capital Current Ratio Year-end June 30, 1997 $ 892,616 1.9:1 Quarter-end March 31, 1998 $1,114,861 2.2:1 Long-Term Debt Stockholder's (excluding current portion) Equity Year-end June 30, 1997 $ 529,144 $1,071,604 Quarter-end March 31, 1998 $ 519,275 $1,422,994 Stockholder equity at March 31, 1998 increased 32.8% over the balance at the end of fiscal year 1997. The Company is in compliance with all provisions of its Chapter 11 Plan of Reorganization confirmed on July 16, 1991. 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 Operation Liquidity and Capital Resources (continued): Cash provided by operations in the nine months ended March 31, 1998 was $58,789. In general, the accounts receivable balance is increasing due to the larger number of passengers carried and revenues earned on non-EAS services. Accounts payable and air traffic liabilities are also increasing, but at slower rates. These conditions were expected as a result of the expanded services provided by the Company. Cash provided by investing activities was $11,435 during the period. Proceeds from the sale of a Cessna 402C aircraft and other related parts was nearly offset entirely by the purchase of a spare engine for the Metro III fleet and other rotable aircraft parts. Cash provided from financing activities was $8,758 in the nine month period. Cash used to pay down long-term debt, capital lease obligations,and to purchase treasury stock was offset by the proceeds from a 36 month note from First Interstate Bank and Trust Co. of Billings to finance the purchase of the spare engine. 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 the enhanced EAS service. This advance is being reimbursed in equal monthly installments through subsidy offsets through November 30, 1998. The Company's EAS contract expires November 30, 1998. The Company has held this contract through two year renewals since 1980. Preparations for contract renewal negotiations with the DOT are underway. Negotiations are expected to begin in the fourth quarter of fiscal 1998, and conclude in the first quarter of fiscal 1999. Loss of this contract would be material. Subsequent to March 31, 1998, the Company further expanded operations in Western MT by initiating service between Billings and Helena to Kalispell effective May 4. The Company continues to seek profitable expansion and other new business opportunities. Part II. Other Information BIG SKY TRANSPORTATION CO. Item 6. Exhibits and reports on Form 8-K Exhibit No. Exhibit Name 18 Letter re change in accounting principles 27 Financial Data Schedule (only for filings via EDGAR) Reports on Form 8-K A report on form 8-K was filed on January 14, 1998 under item 5. 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/ Kim B. Champney Kim B. Champney President & CEO May 14, 1998