SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
Quarterly Report Pursuant to Section 13 or 15(d) of the
X Securities Exchange Act of 1934
For the quarter ended October 31, 2000
Transition Report Pursuant to Section 13 or 15 (d) of the Security
Exchange Act of 1934
For the quarter ended October 31, 2000
Commission File Number 0-1678
BUTLER NATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 41-0834293
(State of Incorporation) (I.R.S. Employer Identification No.)
19920 West 161st Street, Olathe, Kansas 66062
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (913) 780-9595
Former Name, former address and former fiscal year if changed
since last report: Not Applicable
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months and (2) has been subject to such
filing requirements for the past ninety days: Yes X No ______
The number of shares outstanding of the Registrant's Common Stock,
$0.01 par value, as of October 31, 2000, was 29,070,716 shares.
BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
INDEX
PART I FINANCIAL INFORMATION: PAGE NO.
Condensed Consolidated Balance Sheets - October 31, 2000
and April 30, 2000............................................ 3
Condensed Consolidated Statements of Income - Three
Months ended October 31, 2000 and 1999........................ 4
Condensed Consolidated Statements of Income - Six
Months ended October 31, 2000 and 1999........................ 5
Condensed Consolidated Statements of Cash Flows -
Six Months ended October 31, 2000 and 1999.................... 6
Notes to Condensed Consolidated Financial Statements............. 7-8
Management's Discussion and Analysis
Financial Condition and Results of Operations................. 9-10
PART II.
OTHER
INFORMATION...................................................... 11
SIGNATURES....................................................... 12
BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AT OCTOBER 31 AND APRIL 30, 2000
ASSETS 10/31/00 4/30/00
(unaudited) (audited)
Current Assets:
Cash $ 41,601 $ 160,090
Accounts receivable, net of allowance for 222,351 237,018
doubtful accounts of $11,702 at Oct. 31,
and $25,600 at April 30, 2000
Note receivable from Indian Gaming development 347,285 347,285
Due from affiliate 42,356 308,181
Contracts in process - 385,500
Inventories:
Raw materials 1,585,825 1,524,391
Work in process 65,344 132,699
Finished goods 15,750 86,428
Aircraft 1,455,666 1,455,666
--------- ---------
3,122,585 3,199,184
Prepaid expenses and other assets 6,937 6,184
--------- ---------
Total current assets 3,783,115 4,643,442
Property, Plant and Equipment:
Land & Building 948,089 948,089
Machinery and equipment 1,159,154 1,159,154
Office furniture and fixtures 607,736 607,736
Leasehold improvements 4,249 4,249
--------- ---------
Total cost 2,719,228 2,719,228
Accumulated depreciation (1,503,798)(1,401,922)
--------- ---------
Net Property, Plant and equipment 1,215,430 1,317,306
Supplemental Type Certificates 1,366,897 1,397,967
Indian Gaming:
Note receivable from Indian Gaming developments 798,808 936,340
Advances for Indian gaming developments 1,811,976 1,780,094
(net of reserves of $2,718,928 at
Oct. 31 and April 30, 2000)
Other Assets
Other assets 193,819 196,837
--------- ---------
Total Other Assets 193,819 196,837
--------- ---------
Total Assets $9,170,045 $10,271,986
--------- ----------
LIABILITIES AND SHAREHOLDERS'EQUITY 10/31/00 4/30/00
(unaudited) (audited)
Current Liabilities:
Bank overdraft payable $ 111,149 $ 76,234
Promissory notes payable 432,836 615,174
Current maturities of long-term debt 612,929 375,480
Accounts Payable 808,463 735,237
Customer Deposits 167,750 620,673
Accrued liabilities -
Compensation and compensated absences 104,842 137,496
Other 214,886 91,481
--------- ---------
Total current liabilities 2,452,855 2,651,775
Long-Term Debt, net of current maturities 2,834,207 2,939,821
Convertible debentures 78,000 273,000
--------- ---------
Total liabilities 5,365,062 5,864,596
Shareholders' equity:
Preferred stock, par value $5: 112,136 112,136
Authorized, 200,000 shares, all classes
$1,000 Class B, 6%, convertible cumulative,
liquidation and redemption value $1,000,
issued and outstanding, 283.5 shares at
10/31/00 & 283.5 shares at 4/30/00
Common stock, par value $.01: 290,707 271,818
Authorized, 40,000,000 shares
Issued and outstanding 29,070,716
Oct. 31, 2000 & 27,181,828 at April 31, 2000,
Capital contributed in excess of par 9,734,661 9,558,549
Treasury stock, at cost (common shares 600,000 at
10/31 and 600,000 at 4/30) (732,000) (732,000)
Total Indian Gaming (Long Term) 2,610,784 2,716,434
Retained deficit
(deficit of $11,938,813 eliminated
October 31, 1992) (5,600,521)(4,803,113)
--------- ---------
Total shareholders' equity 3,804,983 4,407,390
--------- ---------
Total liabilities and shareholders'
equity $ 9,170,045$10,271,986
--------- ----------
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED
October 31,
2000 1999
(unaudited) (unaudited)
Net sales $ 1,323,693 $ 1,172,320
Cost of sales 1,137,161 1,003,357
--------- ---------
186,532 168,963
Selling, general and administrative expenses 547,689 405,127
--------- ---------
Operating income (loss) (361,157) (236,166)
Other income (expense)
Interest expense (85,196) (34,027)
Interest revenue 33,708 43,178
Other 175 2,377
--------- ---------
Other expense (51,313) 11,528
Income (loss)from continuing operations
before taxes (412,470) (224,636)
Provision for income taxes from continuing
operations - -
--------- ---------
Income (loss) from continuing operations $ (412,470) $ (224,636)
--------- ---------
Net income (loss) $ (412,470) $ (224,636)
Basic earnings (loss) per common share:
Continuing operations (0.02) (0.02)
--------- ---------
$ (0.02) $ (0.02)
Shares used in per share calculation 24,247,257 13,935,242
Diluted earnings (loss) per common share (0.02) (0.02)
--------- ---------
Continuing operations $ (0.02) $ (0.02)
Shares used in per share calculation 24,247,257 13,935,242
The accompanying notes are an integral part of these condensed consolidated
statements.
BUTLER NATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED
STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED
October 31,
2000 1999
(unaudited) (unaudited)
Net sales $ 2,306,279 $ 2,652,099
Cost of sales 2,027,761 1,974,366
--------- ---------
278,518 677,733
Selling, general and administrative expenses 979,434 691,472
--------- ---------
Operating income (loss) (700,916) (13,739)
Other income (expense)
Interest expense (168,740) (68,518)
Interest revenue 70,068 87,342
Other 2,180 4,558
--------- ---------
Other expense (96,492) 23,382
Income (loss)from continuing operations
before taxes (797,408) 9,643
Provision for income taxes from continuing
operations - -
--------- ---------
Income (loss) from continuing operations $ (797,408) $ 9,643
--------- ---------
Net income (loss) $ (797,408) $ 9,643
Basic earnings (loss) per common share:
Continuing operations (0.03) 0.01
--------- ---------
$ (0.03) $ 0.01
Shares used in per share calculation 24,247,257 13,935,242
Diluted earnings (loss) per common share (0.03) 0.01
--------- ---------
Continuing operations $ (0.03) $ 0.01
Shares used in per share calculation 24,247,257 13,935,242
The accompanying notes are an integral part of these condensed consolidated
statements.
BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS FOR THE SIX MONTHS ENDED
October 31,
2000 1999
(unaudited)(unaudited)
Cash flows from operating activities:
Net income (loss) $ (797,408) $ 9,643
-------- ---------
Adjustments to reconcile net income
(loss) to net cash (used in) operations:
Depreciation 101,876 107,916
Amortization 31,070 39,762
Other noncash expenses - 2,400
Changes in assets and liabilities:
Accounts receivable 280,492 (230,699)
Contracts in process 385,500 405,937
Inventories 76,599 38,607
Prepaid expenses and other current assets (753) 59,045
Other assets and other 3,018 28,869
Accounts payable 172,015 (53,358)
Customer deposits (452,923) (146,189)
Accrued liabilities 22,586 (106,088)
--------- ---------
$ 619,480 $ 146,232
--------- ---------
Cash provided by (used in) operations $ (177,928) $ 155,875
--------- ---------
Cash flows from investing activities:
Capital expenditures, net - (21,778)
Indian Gaming Developments 105,650 115,159
--------- ---------
Cash used in investing activities $ 105,650 $ 93,381
--------- ---------
Cash flows from financing activities:
Net borrowings under promissory note 17,662 (51,688)
Proceeds from long-term debt 123,088 -
Repayments of long-term debt and lease
obligations (186,961) (150,677)
--------- ---------
Cash provided by financing activities $ (46,211) $ (202,365)
--------- ---------
Net increase (decrease) in cash (118,489) 46,891
Cash, beginning of period 160,090 161,808
--------- ---------
Cash, end of period $ 41,601 $ 208,699
--------- ---------
The accompanying notes are an integral part of these condensed consolidated
statements.
BUTLER NATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
1. The accompanying unaudited Condensed Consolidated
Financial Statements have been prepared in accordance with the
instructions to Form 10-Q of Regulation S-X and do not include all
of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of the management of the Company, all adjustments
(consisting of normal recurring accruals) necessary for a fair
presentation have been included. Operating results for the three
months and six months ended October 31, 2000 are not indicative
of the results of operations that may be expected for the year ending
April 30, 2001.
Certain reclassifications within the condensed financial statement
captions have been made to maintain consistency in presentation
between years.
2. Indian Gaming: The Company is advancing funds for the
establishment of Indian gaming. These funds have been capitalized
in accordance with Statements of Financial Accounting Standards
(SFAS) 67 "Accounting for Costs and Initial Rental Operations of
Real Estate Projects." Such standard requires costs associated with
the acquisition, development, and construction of real estate and
real estate-related projects to be capitalized as part of that project.
The realization of these advances is predicated on the ability of the
Company and their Indian gaming clients to successfully open and
operate the proposed casinos. There is no assurance that the
Company will be successful. The inability of the Company to
recover these advances could have a material adverse effect on the
Company's financial position and results of operations.
Advances to the tribes and for gaming developments are capitalized
and recorded as receivables from the tribes. These receivables,
shown as Advances for Indian Gaming Development on the
condensed consolidated balance sheet, represent costs to be
reimbursed to the Company pending approval of Indian gaming in
several locations. The Company has agreements in place which
require payments to be made to the Company for the respective
projects upon opening of Indian gaming facilities. Once gaming
facilities have gained proper approvals, the Company will enter into
note receivable arrangements with the tribe to secure
reimbursement of advanced funds to the Company for the particular
project. The Company currently has one note receivable shown as
Note Receivable From Indian Gaming Development on the
condensed consolidated balance sheet.
Reserves are recorded for Indian Gaming Development costs that
cannot be determined whether reimbursement from the Tribes will
occur. We have agreements with the Tribes to be reimbursed for all
costs incurred by us to develop gaming when the facilities are
constructed and opened. Because the Stables represents the only
operations opened, there is uncertainty as to whether
reimbursement on all remaining costs that have been reserved will
occur. It is our policy therefore, to reduce the respective reserves as
reimbursement from the Tribes is collected.
The Company has capitalized approximately $1,811,976 and
$1,780,094 at October 31, 2000 and April 30, 2000 respectively,
related to the development of Indian gaming facilities. These
amounts are net of reserves of $2,718,928 in fiscal year 2001 and
2000, which were established to reserve for potentially
unreimburseable costs. In the opinion of management, the net
advances will be recoverable through the gaming activities.
Current economic projections for the gaming activities indicate adequate
future cash flows to recover the advances. In the event the Company and its
Indian clients are unsuccessful in establishing such operations,
these net recorded advances will be recovered through the
liquidation of the associated assets. The Company has title to land
purchased for Indian gaming. These tracts, currently owned by the
Company, could be sold to recover costs in the projects.
As a part of a Management Contract approved by the National
Indian Gaming Commission (NIGC) on January 14, 1997, between
the Company's (then) wholly owned subsidiary, Butler National
Service Corporation, and the Miami Tribe of Oklahoma and the
Modoc Tribe of Oklahoma (the Tribes), the Company agreed to
convert their current unsecured receivable from the Tribes to a
secured note receivable with the Tribes of $3,500,000 at 2 percent
over prime, to be repaid over five years, for the construction of the
Stables gaming establishment and reimbursement for previously
advanced funds. Security under the contract includes the Tribes'
profits from all tribal gaming enterprises and all assets of the
Stables except the land and building. In conjunction with the
dividend of Butler National Services Corporation (BNSC) shares to
Company shareholders in May, 1999 $1,607,642 of the note
was an asset of BNSC and $1,770,351 was an asset of the
Company. The Company is currently receiving payments
on the note on the Stables' operation. Amounts to be received on
the notes are 2001 - $347,285; 2002 - $382,800; 2003 - $428,000
and 2004 - $125,540.
3. During the six months ended October 31, 2000, no shares were
issued to reduce the convertible preferred stock. Convertible debt
was reduced by $195,000 with the issuance of 1,888,888 shares of
common stock.
4. The Class B, 6% convertible preferred stock did not convert any
shares during the past six months and was recently acquired by
members of the Board of Directors.
5. Earnings Per Share: Earnings per common share is based on the
weighted average number of common shares outstanding during the
year. Stock options, convertible preferred, and convertible
debentures have been considered in the dilutive earnings per share
calculation, but not used in 2000 and 1999 because they are anti-
dilutive.
6. Dividend of Subsidiary Stock to Shareholders: On May 4, 1999
the Company announced it would distribute to its shareholders the
stock in the subsidiary Butler National Service Corporation
(BNSC). The assets of the subsidiary totaled approximately
$1,623,000 and liabilities totaled approximately $1,620,000. The
distribution will be made when the filings are approved by the
Security and Exchange Commission. BNSC holds a contract
to manage an Indian Gaming facility (The Stables) and will manage
all Indian Gaming facilities when there is a contract between the
Tribe and BNSC.
7. Research and Development: The Company charges to operations
research and development costs. The amount charged in the quarter
ended October 31, 2000 was approximately $237,800 and for the
six months was approximately $513,100.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
First quarter fiscal 2001 compared to restated first quarter
fiscal 2000.
Overview: Consolidated sales were $2,306,279 for the six months
ended October 31, 2000, compared to $2,652,099 for the six
months ended October 31, 1999, a decrease of (13%). Sales for
the second fiscal quarter were $1,323,693 compared to $1,172,320
for the quarter ended October 31, 1999. Sales for the six month
period decreased in the Avionics segment (5%), decreased in the
Aircraft Modifications segment (17%), and decreased in the
Monitoring Services segment (8%).
The Company recorded a net loss from continuing operations of
$797,408 for the first half of fiscal 2001 compared to a net income
from continuing operations of $9,643 in the same period of fiscal
2000.
Selling, General and Administrative expenses were $979,434 for
the current quarter, an increase of $287,962 from the prior year.
Discussion of the specific changes by operation at each business
segment follows:
Aircraft Modifications: Sales from the Aircraft Modifications
business segment decreased $297,704 (17%) from $1,747,030 in
the first half of the prior fiscal year to $1,449,326 in the first half of
fiscal 2001. Gross profit decreased from $243,655 in the six
months ending October 31, 1999 to $71,298 in the six months
ending October 31, 2000. Second quarter fiscal 2001 sales were
$883,846 compared to $737,567 in fiscal 2000. Second quarter
gross profit was $114,332 and $(46,315), respectively. Sales and the
related gross profit were lower in fiscal year 2001 than the previous
year because of extended production lead times and related production
efficiencies. Action has been taken to correct these scheduling
variations and improvement is expected in the third and fourth
quarters of fiscal 2001. The current backlog is approximately
$2,000,000. all of this backlog is expected to be completed by
April 30, 2001.
Avionics: Avionics unit sales were $163,538 for the six months
ended October 31, 2000 compared to $171,770 in the comparable
period of the preceding year, a decrease of (5%). Operating profits
for the six months ended October 31, 2000, were $(88,000)
compared to $42,850 for the six months ended October 31, 1999.
The Company believes the sales volume will remain relatively
stable with growth from new projects for the next few years.
As reported on October 12, 2000, Avionics added the Transient
Suppression Device (TSD) to its line of Classic Aviation Products.
Avionics expects to equip approximately 100 Boeing 747 aircraft
with the Butler National TSD during fiscal years 2001 and 2002.
Currently, the TSD order backlog is approximately $1,500,000 including
some orders in the final closing phases. Avionics expects to ship the
current backlog by April 30, 2001. Avionics may need additional
working capital to finance the increased level of business. There
can be no assurance that the additional financing will be available
or that all the pending orders will be completed.
SCADA Systems and Monitoring Services: Sales for the six
months ended October 31, 2000 were $642,138 compared to sales
of $697,902 for the comparable period of the prior year a decrease
of 8%. Operating profit for the six months was $105,044 compared
to $210,047 for the six months ended October 31, 1999.
Fluctuations above the basic service business revenues are expected
from quarter to quarter and year to year.
Temporary Services: This segment did not recognize any
revenue in the first half of fiscal 2001 and fiscal 2000.
Indian Gaming Management (a division of Butler National
Corporation): This segment earned interest income of $33,708
during the quarter and $70,042 for the first six months and incurred
no expenses during the current quarter. In the first half of fiscal
2001 $30,761 was expensed for general and administrative
expenses associated with its continued efforts to explore service
opportunities related to the Indian Gaming Act of 1988.
COSTS AND EXPENSES
Operating expenses (selling, general and administrative): Expenses
in the six months ended October 31, 2000, were $979,434 or 43%
of sales compared to $691,472 or 26.1% of sales for the six months
ended October 31, 1999, an increase of $287,962 or 42%. This increase was
related to additional research and development costs of approximately
$385,000.
Interest expense for the six months ended October 31, 2000,
increased $100,222 from $68,518 in the first half of the prior year
to $168,740. The Company continues to use its line of credit to
maintain operations. The Company acquired a Lear 25 during
fiscal 2000, for debt on an inventory floor plan of $1,400,000, the
majority of the increase in interest expense relates to this
acquisition and the related debt and the increased borrowing on the
credit line. The Company intends to sell the learjet Model 25 in
fiscal year 2002 after completion and certification of the RX
modification STC.
Other income(expense) is income of $1,050 in the quarter ended
October 31, 2000, versus income of $4,558 in the quarter ended
October 31, 1999.
The Company employed 63 at October 31, 2000, and 56 at October
31, 1999.
EARNINGS
The Company recorded a loss of $797,408 in the six months ended
October 31, 2000. This is comparable to a profit of $9,643 in the
six months ended October 31, 1999. Earnings per share is a loss of
$.03 and a profit of $.01 for the six months ending October 31,
2000, and October 31, 1999, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Borrowed funds have been used primarily for working capital.
Bank (Industrial State Bank) debt related to the Company's
operating line was $432,835 at October 31, 2000, and was
$419,887 at October 31, 1999.
The Company's unused line of credit was approximately $67,165 as
of October 31, 2000 and approximately $80,113 as of October 31,
1999. The interest rate on the Company's line of credit is prime
plus two, as of December 15, 2000, the interest rate is 11.5%.
The Company plans to continue using the promissory notes to fund
working capital. The Company believes the extensions will
continue and does not anticipate the repayment of these notes in
fiscal 2001. The extensions of the promissory notes payable is
consistent with prior years. If the Bank were to demand repayment
of the notes payable the Company currently does not have enough
cash to pay off the notes without materially adversely affecting the
financial condition of the Company.
The Company does not, as of October 31, 2000, have any material
commitments for other capital expenditures other than the
Management Services segment's requirements under the terms of
the Indian gaming Management Agreements. These requirements are further
described in this section.
Depending upon the development schedules, the Company, through
Management Services, will need additional funds to complete its
currently planned Indian gaming opportunities through its affiliate,
Butler National Service Corporation. The Company will use
current cash available, and additional funds, for the start up and
construction of gaming facilities. The Company anticipates initially
obtaining these funds from: internally generated working capital
and borrowings. After a few gaming facilities become operational,
gaming operations will generate additional working capital for the
start up and construction of other gaming facilities. The Company
expects that its start up and construction financing of gaming
facilities will be replaced by other financial lenders, long term
financing through debt issue, or equity issues.
Avionics added a new product line to its Classic Aviation Products
group. Avionics may need additional working capital to finance
the expected increased level of business. There can be no
assurance that the additional financing will be available or that
all the pending orders will be completed.
The Company was initially listed in the National Over-the-Counter
market in 1969, under the symbol "BUTL". Effective June 8, 1992,
the symbol was changed to "BLNL". On February 24, 1994, it was
listed on the small cap market under the symbol "BUKS". The Company's
common stock was delisted from the small cap category effective January 1,
1999, and is now listed in the over-the-counter (OTCBB) category.
FORWARD LOOKING INFORMATION
The information set forth below includes "forward-looking"
information as outlined in the Private Securities Litigation Reform
Act of 1995. The Cautionary Statements, filed by the Company as
Exhibit 99 to the April 30, 2000 Form 10-K, are incorporated
herein by reference and you are specifically referred to such
Cautionary Statements for a discussion of factors which could
affect the Company's operations and forward-looking statements
contained herein.
PART II.
OTHER INFORMATION
Responses to items 1, 3, and 5 are omitted since these items are
either inapplicable or the response thereto would be negative.
Item 2. Changes in Securities
The Company issued 1,888,888 shares of common
stock related to the convertible debenture.
Item 4. Submission of Matters to Vote of Security Holders
None
Item 6. Exhibits and reports on Form 8-K.
(A) Exhibits.
3.1 Articles of Incorporation, as amended are
incorporated by reference to Exhibit 3.1 of the
Company's Form 10-K for the year ended April 30,
1988
3.2 Bylaws, as amended, are incorporated by
reference to Exhibit 3.2 of the Company's Form 10-K
for the Statement dated August 16, 1996.
99 Exhibit Number 99.
Cautionary Statements for Purposes of the "Safe
Harbor" Provisions of the Private Securities
Litigation Reform Act of 1995, are incorporated by
reference to Exhibit 99 of the Form 10-K for the fiscal
year ended April 30, 200.
27.1 Financial Data Schedule (EDGAR version only).
Filed herewith.
The Company agrees to file with the Commission any
agreement or instrument not filed as an exhibit upon
the request of the Commission.
(B) Reports on Form 8-K.
The Company filed a Form 8-K dated August 15,
2000, reporting under Item 5, the status of the
registrant's filings with the Securities and Exchange
Commission.
The Company filed a Form 8-K dated October 12,
2000, reporting under Item 5, the issue of two press
releases related to the FAA approval of the
Company's Transient Suppression Device and the
subsequent order status.
The Company filed a Form 8-K dated October 18,
2000, reporting under Item 5, the issue of a press
release related to the Company's Transient
Suppression Device lease option program.
SIGNATURES
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.
BUTLER NATIONAL CORPORATION
(Registrant)
December 14, 2000 /S/ Clark D. Stewart
Date Clark D.Stewart
(President and Chief Executive Officer)
December 14, 2000 /S/ Robert E. Leisure
Date Robert E. Leisure
(Chief Financial Officer)