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 March 31, 1999 [ ] 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: 1996 Series Common Stock, no par value SHARES OUTSTANDING: at April 30, 1999; 1,255,982 BIG SKY TRANSPORTATION CO. FORM 10-QSB For the Period-Ended March 31, 1999 CONTENTS Part I Financial Information Item 1. Financial Statements (condensed format): Balance Sheets March 31, 1999 (unaudited) and June 30, 1998 (audited) Income Statements Three months-ended and Nine months-ended March 31, 1999 and 1998 (unaudited) Cash flow Statements Nine months-ended March 31, 1999 and 1998 (unaudited) Item 2. Management's Discussion and Analysis or Plan of Operation Part II Other Information Item 1. Legal Proceedings Item 2. Change in Security Item 3. Defaults Upon Senior Securities Item 4. Submission of Matter of a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and reports on Form 8-K Part I. Financial Information, Item 1. Financial statements (condensed format) BIG SKY TRANSPORTATION CO. Balance Sheets March 31, June 30, 1999 1998 (unaudited) (audited) ASSETS Current Assets: Cash $ 353,782 $ 512,670 Restricted cash 162,828 151,500 Accounts receivable, net 1,594,634 1,398,470 Expendable parts/supplies 516,997 329,262 Inventory held for sale 30,000 30,000 Prepaid expenses 141,572 53,753 Total current assets 2,799,813 2,475,655 Property & Equipment: Flight equipment 2,207,221 680,491 Capital lease facility 456,185 456,185 Other property & equipment 479,542 202,086 3,142,948 1,338,762 Accumulated depreciation (592,818) (465,175) Net property & equipment 2,550,130 873,587 Deposits 43,262 7,258 Total assets $ 5,393,205 $ 3,356,500 =================================== LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities: Notes payable $ 400,000 $ -- Current long-term debt 166,216 179,836 Current capital lease 269,276 8,164 Accounts payable 419,925 575,056 Accrued expenses 557,386 459,307 Traffic payable 279,422 189,769 Total current liabilities 2,092,225 1,412,132 Long-term debt,excluding current 1,236,277 219,272 Capital lease, excluding current -- 267,216 Total liabilities 3,328,502 1,898,620 Stockholders' Equity Common stock, no par value Authorized 2,000,000 shares; 1,255,982 outstanding 802,662 579,722 Additional Paid-in Capital 372,205 228,909 Retained earnings 913,689 673,102 Less Treasury stock (23,853) (23,853) Stockholders' equity 2,064,703 1,457,880 Total liability & stockholders' equity $ 5,393,205 $3,356,500 =================================== See notes to financial statements. BIG SKY TRANSPORTATION CO. Income Statements Three months ended Nine months ended March 31, March 31, 1999 1998 1999 1998 (unaudited) (unaudited) Operating Revenues: Passenger $2,073,826 946,315 5,497,823 2,290,638 Cargo 58,093 36,831 162,424 95,515 Public service 2,390,128 1,156,033 5,273,809 3,148,916 Other 18,679 33,010 94,762 69,068 Total 4,540,726 2,172,189 11,028,818 5,604,137 Operating Expenses: Flying 1,836,830 820,893 4,526,945 2,159,393 Maintenance 837,008 439,824 1,946,120 1,160,815 Psgr service 1,064,490 426,769 2,352,290 1,112,312 Sales 336,035 140,211 836,297 353,699 General/Admin 315,297 184,084 717,047 476,496 Depreciation 74,648 24,601 155,889 67,429 Total 4,464,308 2,036,382 10,534,588 5,330,144 Operating Income 76,418 135,807 494,230 273,993 Other Income/(expenses): Interest,net (54,556) (9,525) (79,402) (25,799) Gain(loss)equip 588 -- (4,230) 146,637 Total (53,968) (9,525) (83,632) 120,838 Income (loss) before taxes 22,450 126,282 410,598 394,831 Income Tax Expense: Current (2,044) 9,351 26,715 30,103 Charge in lieu of taxes 13,354 42,242 143,296 129,594 Total 11,310 51,593 170,011 159,697 Net Income: $ 11,140 $ 74,689 $ 240,587 $ 235,134 ==================================================== Per share data: Basic earnings per common share $.01 $.07 $.21 $.22 Diluted earnings per Common share $.01 $.06 $.20 $.21 See notes to financial statements. BIG SKY TRANSPORTATION CO. Cash Flow Statements Nine months-ended March 31, 1999 1998 (unaudited) (unaudited) Net cash provided (used): by operations 497,557 58,789 by investing (1,888,877) 11,435 by financing 1,232,432 8,758 Increase(decrease) in cash (158,888) 78,982 Cash at beginning of period 512,670 544,706 Cash at end of period 353,782 623,688 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, 1999 1998 1999 1998 Passengers 24,681 11,755 64,017 30,128 Avg. passenger trip (miles) 256 208 255 207 Revenue passenger Miles 6,314,843 2,446,253 16,331,991 6,235,931 Available seat miles 22,032,932 7,878,312 50,584,745 19,889,778 Passenger load factor(%) 28.7 31.0 32.3 31.3 Aircraft miles 1,120,369 414,648 1,467,585 1,744,277 Yield per Revenue passenger mile (cents) 32.8 38.7 33.7 36.7 Freight pounds Enplaned 78,165 54,233 125,046 142,222 Operating cost per available seat mile (cents) 20.3 25.8 20.8 26.8 Operating break-even load factor (%) 28.2 29.1 29.4 29.8 BIG SKY TRANSPORTATION CO. Management's Discussion and Analysis or Plan of Operation Analysis of Results for the three months-ended March 31, 1999 and 1998: As disclosed in the Company's filing on Form 8-K of October 9, 1998, the Company was selected by the U.S. Department of Transportation ("DOT") as an emergency air carrier replacement for Aspen Mountain Air ("AMA") to conduct Essential Air Service ("EAS") at eight communities in Arkansas, Oklahoma, and Texas. The service to these communities is via hubs at Dallas-Fort Worth ("DFW") and St. Louis. On November 15, 1998 the Company assumed responsibility for the provision of air service in these markets. Due to a shortage in available aircraft to start the service, the DOT agreed that the Company would use a "wet-lease" operator in conjunction with its own equipment to initiate 85% of the operation covered by the contracts to provide the service. The Company initially provided this service using two of its own aircraft and contracted with Merlin Express ("MEI") to operate two aircraft. The arrangement with MEI was terminated on February 19, 1999 with the delivery of three used Metro 23 aircraft to the Company. The following analysis of results includes the impact of this service collectively referred to as DFW operations. Three months-ended March 31, 1999 1998 (unaudited) (unaudited) Change Operating Revenues: Passenger $2,073,826 946,315 1,127,511 Cargo 58,092 36,831 21,261 Public service 2,390,128 1,156,033 1,234,095 Other 18,679 33,010 (14,331) Total 4,540,725 2,172,189 2,368,536 Total operating revenues in the third quarter of fiscal year 1999 totaled $4.5 million, versus $2.2 million in the same quarter of fiscal year 1998. Passenger revenues of $2.1 million in the quarter were $1.1 million, or 119% greater than the same quarter last year. Freight and other revenues were greater than the corresponding 1997 quarter by 10%. The increases in revenues were attributable to new scheduled air services between Billings MT and Kalispell MT, and Spokane WA initiated during the last quarter of fiscal 1998, new once daily service between Missoula, Kalispell and Spokane initiated during the second quarter this year, and the DFW operations. Revenue passengers enplaned during the quarter ended March 31, 1999 totaled 24,681, an increase of 12,926, or 110%, over the same quarter in 1998. The average passenger fare during the quarter was $84.04 compared to $80.50 during the same quarter in fiscal 1998. Public service revenues in the third quarter of fiscal year 1999 were $2.4 million compared to $1.2 million during the same quarter of fiscal year 1998. The doubling of the revenues was the result of the DFW operations during the entire three month period of fiscal 1999. Three months-ended March 31, 1999 1998 (unaudited) (unaudited) Change Operating Expenses: Flying 1,836,830 820,893 1,015,937 Maintenance 837,008 439,824 397,184 Psgr service 1,064,490 426,769 637,721 Sales 336,035 140,211 195,824 General/Admin 315,297 184,084 131,213 Depreciation 74,648 24,601 50,047 Total 4,464,308 2,036,382 2,427,926 Total operating expense in the third quarter totaled $4.5 million compared to $2.0 million in the second quarter of fiscal 1998, an increase of 118%. All expense categories increased due to two factors. The first cause was the addition of the DFW operations, including continuing start up costs involved with aircraft acquisitions, transition of the wet-lease operation, and the move to a superior facility at the DFW airport. The second factor was the expansion of the route system in Western Montana and Spokane. Flying operations expense experienced the greatest increase of $1.0 million, or 124%. The primary reasons for this increase were costs associated with the DFW operations and the expansion of the Company operations based in Montana. The largest increases included, flight crews associated with DFW operations, aircraft ownership and related costs, fuel usage for the increased operations, and flight crew training expense. Maintenance expense increased by $397 thousand, or 90%, over the third quarter 1998. The increase was primarily attributable to the doubling of the fleet of aircraft from six in the third quarter of fiscal 1998 to twelve at the end of the current period, and the opening and expansion of the maintenance base to support the DFW operations and its expanded fleet. To a lesser extent, the increase is also attributed to higher average daily aircraft utilization in the expanded Montana operation. The company took delivery of four aircraft in the current period. Passenger service expense increased by $638 thousand, or 149% in the third quarter of fiscal 1999 compared to the same period in 1998. The increase is attributable to several factors related to expanded services in Montana and the DFW operations. Nine new stations were opened and two contract handling operations were added to support the DFW operations. Increased contract ground handling expenses were also realized to support the expanded service in Western Montana and Spokane. Air traffic liability insurance, landing fees, and passenger security fees relating to the expanded fleet, services, and passengers also contributed to the increase. During the period the Company changed contract ground handling agents at DFW. The service is now handled by Delta Airlines in its Terminal E at DFW Airport. The new contract provides for dedicated gate, ramp, and office space, while also providing superior customer service. Sales expense increased by $196 thousand, or 140%, over the third quarter of 1998. This increase is attributed to higher travel agency commission expense and computer reservation services ("CRS fees") associated with the increased passengers and passenger revenues, significant expansion of the Company's reservations department, and advertising and promotional expense. General and administrative expense was $131 thousand, or 71%, greater than the third quarter of fiscal 1998. The increase is attributable to costs associated with the additional administrative staff required for the increased operations and revenues, and expenses related to the annual meeting of shareholders in February. Legal and professional expenses also increased due to the addition of four aircraft, services related to a private offering of the Company's Common Stock, and ongoing development of the Company's new computer systems. Depreciation expense was $50 thousand, or 203%, greater than the third quarter of fiscal 1998. The increase results from the purchase of an aircraft in the prior quarter, purchase of a spare aircraft engine in the third quarter of fiscal 1998, acquisition of new, year 2000 compliant, computer hardware and software, and the purchase of ground equipment, vehicles, and maintenance tooling for the stations in the DFW operation. Analysis of Results for the nine-months ended March 31, 1999 and March 31, 1998 Nine months-ended March 31, 1999 1998 (unaudited) (unaudited) Change Operating Revenues: Passenger $ 5,497,823 2,290,638 3,207,185 Cargo 162,424 95,515 66,909 Public service 5,273,809 3,148,916 2,124,893 Other 94,762 69,068 25,694 Total 11,028,818 5,604,137 5,424,681 Total revenues of $11.0 million for the nine months ended March 31, 1999 were $5.4 million, or 97%, greater than the nine months ended March 31, 1998. The primary reasons for the increase were the expanded services in Montana that impacted the full period in the current year as compared to two quarters of the prior period, and the new DFW operations that commenced in November 1998. Passenger revenues increased by $3.2 million, or 140%, and public service revenues increased by $2.1 million, or 67%. Total passengers of 64,017 were 112% greater than the nine month period in 1998. Nine months-ended March 31, 1999 1998 (unaudited) (unaudited) Change Operating Expenses: Flying $ 4,526,946 2,159,393 2,367,553 Maintenance 1,946,119 1,160,815 785,304 Psgr service 2,352,290 1,112,312 1,239,978 Sales 836,297 353,699 482,598 General/Admin 717,047 476,496 240,551 Depreciation 155,889 67,429 88,460 Total 10,534,588 5,330,144 5,204,444 Consistent with the quarterly results, all expense categories increased significantly in the nine months ended March 31, 1999 compared to the period ended March 31, 1998. Flying operations expense increased by $2.4 million, or 110%, in the nine months ended March 31, 1999 versus March 31, 1998. The increase is attributable to costs related to the fleet expansion, additional flight crews, fuel, and aircraft wet lease and charter costs, required for the new and expanded services. Maintenance expenses were $785 thousand, or 68%, greater in the 1999 period versus the 1998 period. The increase is directly attributable to the expanded fleet and aircraft utilization associated with the new and expanded services. Passenger service expense for the nine month period ended March 31, 1999 was $1.2 million, or 111%, greater than the same period in 1998. This increase was primarily related to more contract ground handling services, new and increased station related activities, flight dispatch, and air traffic liability insurance. Sales and marketing expenses increased by $483 thousand, or 136%, in the 1999 period over the 1998 period. The principle factors related to the increase were travel agency commissions and CRS booking fees associated with the significant increase in passengers and revenues, advertising and promotional expenses, and reservations related expenses. General and administrative expense in the nine months ended March 31, 1999 were $241 thousand, or 50%, greater than the nine months ended March 31, 1998. The increase is primarily attributable to increased administrative personnel and legal and professional fees associated with the expanded services. Additional expenses were also incurred for the promotion of the Company's twentieth anniversary and the installation of the new hardware and software systems. Depreciation expense was $88 thousand, or 131%, greater in the nine month period of 1999 versus 1998. The increase is attributed to the purchase of an aircraft, acquisition of a spare aircraft engine in the third quarter of last fiscal year, new computer hardware and software, and ground support, vehicles, and maintenance equipment for the DFW operation. Liquidity and Capital Resources: Net non-operating expense was $65 thousand for the three months ended March 31, 1999, compared to $61 thousand for the March 1998 quarter. Interest expense during the quarter include the use of the Company's line of credit to support the expansion in the DFW operations, and interest associated with the loan related to the purchase of the aircraft. Pursuant to the Company's Chapter 11 Reorganization "Fresh Start" reporting adopted in 1991, a $13 thousand charge in lieu of tax was recorded in the March 1999 quarter compared to $42 thousand in the March 1998 period. The quarter ended March 1999 generated an operating income of $76 thousand, and net income of $11 thousand, compared to operating income of $136 thousand and net income of $75 thousand during the same period in 1998. Despite the significant increase in revenues, the third quarter is historically the weakest passenger revenue period of the year. This seasonality is much more dramatic in the DFW operation than in the Montana operation. The current quarter operating results also reflect continued start-up related costs associated with the DFW operations. Operating income for the nine months ended March 31, 1999 was $494 thousand and net income was $241 thousand. This compares to operating income of $274 thousand and net income of $235 thousand in the 1998 nine month period. A review of current liquidity and capital resources are as follows: Working Capital Current Ratio Year-end June 30, 1998 $1,063,523 1.8: 1 Quarter-end March 31, 1999 $707,588 1.3: 1 Long-term Debt Stockholder's (excluding current portion) Equity Year-end June 30, 1998 $486,488 $1,457,880 Quarter-end March 31, 1999 $1,236,277 $2,064,703 Stockholder equity at March 31, 1999 increased 41.6% over the balance at the fiscal year ended June 30, 1998. The Company is current on all of its debt service obligations. In the current quarter the Company raised $235 thousand from the private sale of 134,372 shares of 1996 Series Common Stock. The transaction was reported on Form 8K during the quarter. Cash provided by operations in the nine months ended March 31, 1999 was $497,557. Cash used in investing activities was $1,888,877 during the period. The Company purchased a Metro III aircraft during the period for $1,250,000, and also acquired other parts and components to support the increased fleet for the DFW operations. In the current period ground equipment, vehicles, and maintenance tooling and support equipment was purchased for the facilities in the DFW operation. The high gross weight aircraft was financed by a loan for 90% of the purchase price from Bombardier Capital. That financing together with the aforementioned private placement of Common Stock resulted in cash provided by financing activities of $1,232,432 in the nine-month period. The Company has established a line of credit through First Interstate Bank and Trust Co. of Billings for an amount of up to $1,000,000. The actual line availability is based upon a borrowing formula related to accounts receivable, inventories, and accounts payable. The Company utilizes the line to supplement timing differences in cash flows. The maximum amount drawn on the line of credit during the quarter was $1,000,000. The average outstanding balance under the line of credit is approximately $400,000. A balloon payment is scheduled to mature on the Company's hangar and office facility in October 1999. As such, the remaining obligation under the capital lease has been reclassified from a long-term liability to a current liability. The Company is in the final stages of negotiating long term financing to liquidate the balloon payment. Year 2000: The Company is continuing to work to resolve the potential impact of the year 2000 on the ability of the Company's computerized information systems to accurately process information that may be date sensitive. The Company is in the process of replacing all of its internal computerized systems with year 2000 compliant systems. Hardware installation is complete. Approximately eighty-five percent of the Company's software systems have been replaced and are operating. Programming for the balance of the systems is complete, with migration and training for those systems scheduled to occur by June 1999. The total cost to replace all of the hardware and software is estimated at $150,000. The Company contracts with a major computerized reservation company to accept passenger reservations. The Company has successfully tested the systems ability to accept passenger reservations and display its flight schedule at various dates after January 1, 2000. The Company also relies on various computer systems used by the Federal Aviation Administration and other commonly used industry vendors to conduct flight operations. The Company continues to monitor the state of preparedness of these suppliers through direct contact, the Company's industry trade association, and industry publications. However, if the Company and the third parties upon which it relies are unable to adequately address this issue in a timely manner, it could result in a material financial risk to the Company. Part II. Other Information BIG SKY TRANSPORTATION CO. Item 1. Legal Proceedings There are no pending legal proceedings which the Company is involved, with the exception of the following routine litigation that is incidental to the Company's business: (1) Adispute between the Company and Worldwide Aviation Services, Inc. regarding a contested account for aircraft repairs totaling $17,932.29. Litigation was commenced by Wordwide Aviation Services, Inc. against the Company in the Circuit Court of Green County, Missouri on April 15, 1999; (2) Employment greivances concerning the Company's discharge of two of its polits, Robert Anderson and Roger Muchmore, in March, 1998. Said grievances seek reinstatement, back pay and benefits, are pending before a System Board of Adjustment in accordance with the Company's Collective Bargaining Agreement with United Transportation Union. Item 2. Change in Securities and Use of Proceeds No actions have been taken with respect to the modification of any class of security other then for exchange for outstanding securities of the Company. No matters have arisen with respect to the use of proceeds from any securities offering. Item 3. Defaults Upon Senior Securities There have been no defaults in the payments of any securities by the Company. Item 4. Submission of Matter to a Vote of Security Holders On February 25, 1999, the Company conducted its Annual Meeting of Shareholders. As of January 8, 1999, the record date, there were 1,116,010 common shares outstanding and entitled to vote. At the meeting, the following Directors were elected to serve a one-year term: Jon Marchi, Kim B. Champney, Jack K. Daniels, Craid Denney, Alan D. Nicholson, and Stephen D. Huntington. The minimum number of shares voting for any Director as 746,552. Total number of votes withheld or abstained, including broker nonvotes, was 18,440. The shareholders ratified the appointment of Eide Bailly & Co. as the Company's auditors for the 1999-2000 fiscal year by a vote of 767,592 shares. The total number of votes withheld or abstained including broker nonvotes was 940. Item 5. Other Information Not applicable Item 6. Exhibits and reports on Form 8-K (a) Exhibits 2: The debtor's Supplement Disclosure Statement and Third Plan of Reorganizations (filed August 30, 1991 on Company's Form 8- K report and incorporated herein by reference). 3: (i) The Company's Articles of Incorporation Incorporating Amendments and Restated Bylaws were filed as Exhibits 2.1 and 2.2 to the Company's Form 8-A Registration filed August 23, 1997, and incorporated herein by reference. 4: Specimen certificate for shares of the Company's 1996 Series Common Stock was filed as Exhibit 1.1 to the Company's Form 8-A Registration filed August 23, 1997, and incorporated herein by reference. 10: (a) DOT Order 98-9-12, issued September 14, 1998, provided for selection of the Company as Essential Air Service carrier for seven Montana points with a hub at Billings, Montana, and one daily trip between Sidney and Bismarck, through November 30, 2000. Se Exhibit 10(a) to the Company's report on Form 10-K filed September 25, 1998, incorporated herein by reference. (b) DOT Order 98-10-9, issued October 7, 1998, provided for section the Company as Essential Air Service carrier for eight points in Arkansas, Oklahoma, and Texas, with a hub at Dallas, Texas, through November 30, 1999. See Exhibit 28 to the Company's report on Form 10-QSB filed November 16, 1998, incorporated herein by refernce. 11: A new method for computing earnings per share has been established by SFAS No. 128 "Earnings per Share". The new standard simplifies the standards for computing earnings per share and requires presentation of two new amounts, basic and diluted earnings per share. This standard has been applied retroactively. 15: 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. Results of operations for the three and nine months ended March 31, 1999 and 1998 are not necessarily indicative of the results to be expected for the full year. 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. 18: No change. 19: Not applicable 20: Not applicable 22: Not applicable 23: Not applicable 24: Not applicable 25: Not applicable 27: Not applicable Reports on Form 8-K October 9, 1998 Form 8-K, Item #5 was filed announcing the expansion of Essential Air Service in South Central United States. January 12, 1999 Form 8-K, Item #5 was filed on the letter of understanding for a private placement of 1996 Series Common Stock with Northern Rockies Venture Fund Limited Partnership of Butte, Montana. March 1, 1999 Form 8-K, Item #5 was filed regarding the finalization of a private placement of 1996 Series Common Stock with the Northern Rockies Venture Fund Ltd. of Butte, Montana. 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 7, 1999