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, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE 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 incorporation (I.R.S. employer or organization) identification no.) 1601 AVIATION PLACE BILLINGS LOGAN INTERNATIONAL AIRPORT BILLINGS, MT 59105 (406) 247-3910 (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 September 30, 2001: 1,252,112 BIG SKY TRANSPORTATION CO. FORM 10-QSB For the Period Ended September 30, 2001 CONTENTS Part I Financial Information Item 1. Financial Statements (condensed format): Balance Sheets September 30, 2001 and June 30, 2001 ...........................................3 Income Statements Three months ended September 30, 2000 and 2001..............................4 Cash Flow Statements Three months ended September 30, 2000 and 2001...........5 Item 2. Management's Discussion and Analysis or Plan of Operation.......6-9 Part II Other Information Item 6. Exhibits and Reports on Form 8-K.................................10 2 PART I--FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BIG SKY TRANSPORTATION CO. Balance Sheets September 30, 2001 June 30, 2001 (unaudited) (audited) ------------------ --------------- Assets Current Assets Restricted Cash $ 137,500 $ 137,500 Accounts Receivable, net 1,207,163 2,378,528 Expendable parts & supplies, at cost 960,115 941,011 Prepaid expenses 410,283 266,589 Deferred income taxes & other 69,000 69,000 ----------- ----------- Total Current Assets 2,784,061 3,792,628 Property and Equipment, net 3,317,648 3,379,850 Deferred Income Taxes & Other 705,700 587,650 Total Assets $ 6,807,409 $ 7,760,128 =========== =========== Liabilities & Stockholders' Equity Current Liabilities Current maturities of long-term debt $ 220,318 $ 224,288 Notes payable 986,648 1,414,058 Accounts payable 1,892,739 2,208,786 Accrued expenses 858,022 920,922 Traffic balances & unused tickets 1,002,778 932,144 ----------- ----------- Total Current Liabilities 4,960,505 5,700,198 Long-Term Debt, Excluding Current Installments 1,529,337 1,586,285 Stockholders' Equity Common stock of no par value; (20,000,000 shares authorized 1,252,112 shares issued & outstanding) 819,125 819,125 Additional paid-in capital 242,034 242,034 Accumulated deficit (719,739) (563,661) Less treasury stock (20,000 shares, at cost) (23,853) (23,853) ----------- ----------- Stockholders' Equity 317,567 473,645 ----------- ----------- Total Liabilities & Stockholder's Equity $ 6,807,409 $ 7,760,128 =========== =========== 3 BIG SKY TRANSPORTATION CO. Income Statements (unaudited) <Table> <Caption> Three Months Ended September 30, 2001 2000 ------------ ----------- Operating Revenues: Passenger $ 3,203,744 $ 3,178,968 Cargo 38,413 48,209 Public service 2,961,394 2,731,035 Other 137,488 30,916 ------------ ----------- Total 6,341,039 5,989,128 Operating Expenses: Flying 2,777,924 2,353,556 Maintenance 1,541,102 1,340,800 Traffic 1,524,065 1,317,721 Marketing 461,327 440,415 General/Administrative 322,470 305,010 Depreciation 115,645 87,085 ------------ ----------- Total 6,742,533 5,844,587 Operating income (loss) (401,494) 144,541 Other Income (Expense) Federal Air Stabilization Act Assistance 253,253 -- Interest, net (73,383) (49,398) Capital gain (983) 250 ------------ ----------- Total 178,887 (49,148) Income (loss) before taxes (222,607) 95,393 Income tax provision (benefit) (66,529) 51,138 ------------ ----------- Net income (loss) $ (156,078) $ 44,255 ============ =========== Per share data: Basic earnings (loss) per common share $ (.12) $ .04 ============ =========== Diluted earnings (loss) per common share $ (.12) $ .04 ============ =========== </Table> 4 BIG SKY TRANSPORTATION CO. Cash Flow Statements (unaudited) Three Months Ended September 30, 2001 2000 --------- --------- Net cash provided (used): By operations $ 541,771 $(294,576) By investing activities (53,443) (107,426) By financing activities (488,328) 402,002 --------- --------- Increase in cash -- -- Cash at beginning of period -- -- --------- --------- Cash at end of period $ -- $ -- ========= ========= 5 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, 2001 2000 ---------------------------- Passengers carried 35,610 36,410 Average passenger trip (miles) 294 304 Revenue passenger miles 10,463,611 11,078,387 Available seat miles 30,107,761 26,881,770 Passenger load factor (%) 34.75 41.21 Aircraft miles 1,584,619 1,414,830 Yield per revenue passenger mile (cents) 30.62 28.70 Freight pounds enplaned 39,194 49,275 Operating cost per available seat mile (cents) 22.39 21.74 Operating break-even load factor (%) 36.95 40.22 6 Analysis of Results for the Three Months Ended September 30, 2000 and 2001: The terrorist activities of September 11, 2001 had a negative impact on Big Sky Transportation's ("Big Sky") operations. Management estimates that the federal ground stop order, which effectively suspended operations for approximately 4 days, along with decreased passenger demand resulted in approximately $400,000 in lost revenue during the period September 11-30, 2001. Big Sky received $253,253 in initial federal aid from the Air Transportation System Safety and Stabilization Act (the "Act") that partially offset these lost revenues. Big Sky expects to receive another $253,000 in federal aid under the Act by early 2002. While the long-term effects of the terrorist activities are not readily determinable, management believes that decreased passenger demand will continue into the second fiscal quarter of 2002, although not to the extent experienced in September 2001. The Act also provided an authorization for Essential Air Service ("EAS") subsidy funding at $120 million for the period October 1, 2001 to September 30, 2002, that is substantially greater than the $50 million EAS subsidy level authorized prior to the events of September 11, 2001. The ultimate amount of funding is subject to congressional appropriation which has not yet been established. Big Sky would be eligible for any additional subsidy funding that may occur to offset the decreased passenger demand. Management believes that liability insurance premiums and security expenses will increase during the remainder of the fiscal year as expenses and losses related to terrorist activities are spread among passenger air carriers. The Act contains provisions that may provide federal aid to partially offset the increased insurance premiums and to fund the increased security costs. Big Sky's operating results, excluding the September 11, 2001 terrorist activities, reflect year-over-year increases in operating expenses, most notably payroll, aircraft ownership and maintenance expense, that have exceeded increases in revenue. In late July 2001, Big Sky began service from Moses Lake, WA to Seattle and Spokane under a new EAS contract. This new service partially accounts for the increases in operating expenses referred to above. Preliminary results, from inception of service to September 11, 2001, met management's expectations. The combined impact of the September 11, 2001 terrorist activities, new Moses Lake service and a general slowdown in the U.S. economy resulted in an operating loss of $401,494 for the three months ended September 30, 2001 compared with operating income of $144,541 for the same period in the prior year. It is important to note that under accounting rules set forth by the Financial Accounting Standards Board's Emerging Issues Task Force, the $253,253 in federal assistance under the Act is classified as non-operating income. 7 Three Months Ended September 30 2001 2000 (unaudited) (unaudited) Change % ----------- ----------- --------- ------ Operating Revenues: Passenger $3,203,744 $3,178,968 $ 24,776 1 Cargo 38,413 48,209 (9,796) (20) Public service 2,961,394 2,731,035 230,359 8 Other 137,488 30,916 106,572 -- ---------- ---------- --------- Total $6,341,039 $5,989,128 $ 351,911 6 ========== ========== ========= The modest 1% increase in passenger revenues reflects new Moses Lake service and growth in existing markets offset by the September 11, 2001 events described above. The increase in public service revenues is due to an increase in subsidy rates, effective December 1, 2000, for Big Sky's northern EAS route system, new Moses Lake service, and a higher year-over-year flight completion percentage. The increase in other revenues is due primarily to funds received under an agreement with Lea County, New Mexico whereby the county will provide an operating subsidy (not to exceed $35,000 per month) based on a number of factors including flight completion, passenger revenue and allocable expenses. Included in other revenue is approximately $100,000 related to this agreement. Three Months Ended September 30 2001 2000 (unaudited) (unaudited) Change % ---------- ---------- ---------- ------- Operating Expenses: Flying $2,777,924 $2,353,556 $ 424,368 18 Maintenance 1,541,102 1,340,800 200,302 15 Traffic 1,524,065 1,317,721 206,344 16 Marketing 461,327 440,415 20,912 5 General/Admin 322,470 305,010 17,460 6 Depreciation 115,645 87,085 28,560 33 ---------- ---------- ---------- Total $6,742,533 $5,844,587 $ 897,946 15 ========== ========== ========== The increase in flying operations expense is attributable to increased pilot payroll, fuel and aircraft ownership (e.g., lease, property taxes, insurance) expenses. Pilot payroll and fuel expense increases are primarily attributable to and consistent with additional flight hours associated with new Moses Lake services. Aircraft ownership expenses reflect the 8 addition of two leased aircraft in the second half of fiscal 2001. Fuel prices decreased slightly on a year-over-year basis. The increase in maintenance expense is due to higher payroll expenses, airframe and avionics repairs, maintenance material consumption and engine reserves. The increase in payroll expense is due partially to the opening of a new maintenance facility in Ponca City, OK in October 2000. This facility replaces a maintenance facility located in the southern region that was closed in April 2000. Wing spar inspection and repair on two aircraft contributed approximately $86,000 in incremental airframe expense. The increases in avionics, maintenance materials and engine reserves reflect the addition of two leased aircraft and higher year-over-year flight hours. The increase in traffic servicing expense is due in part to additional traffic associated with new Moses Lake service and additional service to Denver. Also contributing to the rise in traffic servicing was an increase in Big Sky's passenger liability insurance. The increases in marketing and general and administrative expense are consistent with the above increases in passenger traffic. The increase in depreciation is attributable to the purchase of an additional spare engine, leasehold improvements associated with leased aircraft and gate facilities in Dallas and the purchase of customer reservation software. Liquidity and Capital Resources: A review of current liquidity and capital resources are as follows: Working Capital Current Ratio --------------- ------------- Year-end June 30, 2001 $ (1,907,570) 0.67:1 Period-ending September 30, 2001 $ (2,176,444) 0.56:1 Long-term Debt Stockholder's (excluding current portion) Equity --------------------------- ------ Year-end June 30, 2001 $1,586,285 $473,645 Period-ending September 30, 2001 $1,529,337 $317,567 Cash provided by operations for the three months ended September 30, 2001 was $541,771. Cash used in investing and financing activities was $53,443 and $488,328, respectively during the period. Big Sky has established a line of credit through First Interstate Bank and Trust Co. of Billings for an amount of up to $1,500,000. Big Sky uses the line to supplement timing differences in cash flows. The maximum amount drawn on the line of credit during the quarter was $1,500,000 compared to a low of $423,096. The losses over the past two years have required Big Sky to increase the use of the line of credit. Management is evaluating options to increase Big Sky's capitalization to reduce its reliance on the line of credit. 9 PART II. OTHER INFORMATION BIG SKY TRANSPORTATION CO. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A) Material Contracts DOT Order 2001-9-17, issued September 25, 2001, authorizing Big Sky Transportation to modify its existing service pattern at Harrison, Arkansas with three round trip flights each weekday and weekend via Hot Springs, Arkansas to Dallas/Ft. Worth beginning October 1, 2001. B) Reports of Form 8-K No reports on Form 8-K were filed during the September 30, 2001 quarter. 10 BIG SKY TRANSPORTATION CO. Signature The Registrant, by the undersigned, has signed this report in accordance with the requirements of the Securities Exchange Act of 1934. BIG SKY TRANSPORTATION CO. - ----------------------------- Registrant By: /s/ Kim B. Champney -------------------------- President & CEO November 14, 2001 11