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
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
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