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 January 31, 2001
Transition Report Pursuant to Section 13 or 15 (d) of the
Security Exchange Act of 1934
For the quarter ended January 31, 2001
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 January 31, 2001, was 29,070,716 shares.
BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
INDEX
PART I FINANCIAL INFORMATION: PAGE NO.
Condensed Consolidated Balance Sheets - January 31, 2001
and April 30, 2000................................................. 3
Condensed Consolidated Statements of Income - Three
Months ended January 31, 2001 and 2000............................. 4
Condensed Consolidated Statements of Income - Nine
Months ended January 31, 2001 and 2000............................. 5
Condensed Consolidated Statements of Cash Flows - Nine
Months ended January 31, 2001 and 2000............................. 6
Notes to Condensed Consolidated Financial
Statements........................................................... 7-8
Management's Discussion and Analysis Financial Condition and Results
of Operations........................................................ 9-11
PART II.
OTHER INFORMATION................................................... 12
SIGNATURES.......................................................... 13
BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AT JANUARY 31, 2001 AND APRIL 30, 2000
ASSETS 01/31/01 4/30/00
-------- -------
(unaudited) (audited)
Current Assets:
Cash $ 50,801 $ 160,090
Accounts receivable, net of allowance for 204,549 237,018
doubtful accounts of $11,702 at Jan. 31,
and $25,600 at April 30, 2000
Note receivable from Indian Gaming development 347,285 347,285
Due from affiliate 151,609 308,181
Contracts in process - 385,500
Inventories:
Raw materials 1,584,948 1,524,391
Work in process 57,299 132,699
Finished goods 28,404 86,428
Aircraft 1,467,771 1,455,666
--------- ---------
3,138,422 3,199,184
Prepaid expenses and other assets 159,632 6,184
--------- ---------
Total current assets 4,052,298 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 (1,548,597) (1,401,922)
--------- ---------
Net Property, Plant and Equipment 1,170,631 1,317,306
Supplemental Type Certificates 1,352,635 1,397,967
Indian Gaming:
Note receivable from Indian Gaming developments 725,635 936,340
Advances for Indian gaming developments 1,840,483 1,780,094
(net of reserves of $2,718,928
at Jan. 31, 2001 and April 30, 2000)
Total Indian Gaming (Long Term) 2,566,118 2,716,434
Other Assets
Other assets 196,837 196,837
--------- ---------
Total Other Assets 196,837 196,837
--------- ---------
Total Assets $ 9,338,519 $10,271,986
========= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
01/31/01 4/30/00
-------- -------
(unaudited) (audited)
Current Liabilities:
Bank overdraft payable $ 70,503 $ 76,234
Promissory notes payable 868,211 615,174
Current maturities of long-term debt 569,172 375,480
Accounts payable 629,260 735,237
Customer deposits 254,000 620,673
Accrued liabilities -
Compensation and compensated absences 118,827 137,496
Other 120,472 91,481
--------- ---------
Total current liabilities 2,630,445 2,651,775
Long-Term Debt, net of current maturities 2,793,771 2,939,821
Convertible debentures 78,000 273,000
--------- ---------
Total liabilities 5,502,216 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
01/31/01 & 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 Jan. 31,
2001 & 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 01/31 and 600,000 at 4/30) (732,000) (732,000)
Retained deficit
(deficit of $11,938,813 eliminated
October 31, 1992) (5,569,201) (4,803,113)
--------- ---------
Total shareholders' equity 3,836,303 4,407,390
--------- ----------
Total liabilities and shareholders' equity $ 9,338,519 $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
January 31,
2001 2000
(unaudited) (unaudited)
----------- ----------
Net sales $ 2,167,266 $ 901,705
Cost of sales 1,267,328 899,478
--------- ---------
899,938 2,227
Selling, general and administrative expenses 789,225 332,242
--------- ---------
Operating income (loss) 110,713 (330,015)
Other income (expense)
Interest expense (108,452) (55,439)
Interest revenue 38,741 42,241
Other 18,853 1,759
---------- ---------
Other expense (50,858) (11,439)
Income (loss)from continuing operations
before taxes 59,854 (341,454)
Provision for income tax benefit - -
--------- ----------
Income (loss) from continuing operations $ 59,854 $ (341,454)
--------- ----------
Net income (loss) $ 59,854 $ (341,454)
Basic earnings (loss) per common share:
Continuing operations .002 (0.02)
--------- ----------
$ .002 $ (0.02)
Shares used in per share calculation 29,070,716 15,781,554
Diluted earnings (loss) per common share .002 (0.02)
--------- ----------
Continuing operations $ .002 $ (0.02)
Shares used in per share calculation 29,070,716 15,781,544
The accompanying notes are an integral part of these condensed consolidated
statements.
BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED
January 31,
2001 2000
(unaudited) (unaudited)
----------- ----------
Net sales $ 3,876,028 $ 3,553,805
Cost of sales 2,893,018 2,873,844
--------- ---------
983,010 679,960
Selling, general and administrative expenses 1,618,594 1,023,714
--------- ---------
Operating income (loss) (635,584) (343,754)
Other income (expense)
Interest expense (249,108) (123,957)
Interest revenue 97,569 129,582
Other 21,034 6,317
---------- ---------
Other expense (130,505) 11,942
Income (loss)from continuing operations
before taxes (766,088) (331,812)
Provision for income tax benefit - -
--------- ---------
Income (loss) from continuing operations $ (766,088) $ (331,812)
--------- ----------
Net income (loss) $ (766,088) $ (331,812)
Basic earnings (loss) per common share:
Continuing operations (0.03) (0.02)
--------- ----------
$ (0.03) $ (0.02)
Shares used in per share calculation 29,070,716 15,781,554
Diluted earnings (loss) per common share (0.03) (0.02)
--------- ----------
Continuing operations $ (0.03) $ (0.02)
Shares used in per share calculation 29,070,716 15,781,554
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 NINE MONTHS ENDED
January 31,
2001 2000
(unaudited) (unaudited)
---------- ---------
Cash flows from operating activities:
Net income (loss) $ (766,088) $ (331,811)
Adjustments to reconcile net income
(loss) to net cash (used in) operations:
Deferred income taxes (benefit) - -
Depreciation 146,675 160,688
Amortization 45,332 39,792
Other noncash expenses - 2,401
Changes in assets and liabilities:
Accounts receivable 189,041 (66,476)
Contracts in process 385,500 405,937
Inventories 60,762 (995,477)
Prepaid expenses and other current assets (153,448) 66,325
Other assets and other - 34,472
Accounts payable (47,834) (171,972)
Customer deposits (366,673) (572,314)
Accrued liabilities (142,036) (35,101)
Note receivable - -
Note payable 350,000 -
----------- ----------
$ 467,319 $(1,131,725)
----------- ----------
Cash provided by (used in) operations $ (298,769) $(1,463,536)
----------- ----------
Cash flows from investing activities:
Capital expenditures, net - (22,454)
Indian gaming developments 150,316 285,301
---------- ----------
Cash used in investing activities $ 150,316 $ 262,847
Cash flows from financing activities:
Net borrowings under promissory note 103,037 (33,540)
Proceeds from long-term debt 123,088 1,405,000
Repayments of long-term debt and lease
obligations (186,961) (233,799)
Stock issuance for conversions and other - -
---------- ----------
Cash provided by financing activities $ 39,164 $ 1,137,661
---------- ----------
Net increase (decrease) in cash (109,289) (63,028)
Cash, beginning of period 160,090 161,808
Cash, end of period $ 50,801 $ 97,878
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 nine months ended January 31, 2001 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 $1,840,483 and
$1,780,094 at January 31, 2001 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 Service 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 - $103,440; 2002 -
$410,229; 2003 - $420,128 and 2004 - $92,341.
3. During the nine months ended January 31, 2001, no shares were
issued to reduce the convertible preferred stock or the convertible
debenture debt.
4. The Class B, 6% convertible preferred stock did not convert any
shares during the past nine 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 January 31, 2001 was approximately $74,238 and for the nine
months was approximately $587,325.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Third quarter fiscal 2001 compared to third quarter fiscal 2000
Overview: Consolidated sales were $3,876,028 for the nine months
ended January 31, 2001, compared to $3,553,805 for the nine months
ended January 31, 2000, an increase of (9.1%). Sales for the third fiscal
quarter were $2,167,266 compared to $901,705 for the quarter ended
January 31, 2000. Sales for the nine month period decreased in the
Avionics segment (14%), increased in the Aircraft Modifications
segment (14%), and decreased in the Monitoring Services segment
(8%).
The Company recorded a net loss from continuing operations of
$766,088 for the first nine months of fiscal 2001 compared to a net loss
from continuing operations of $(331,812) in the same period of fiscal
2000.
Selling, General and Administrative expenses were $789,225 for the
current quarter, an increase of $456,983 from the prior year reflecting
the incrdased TSD development costs.
Discussion of the specific changes by operation at each business
segment follows:
Aircraft Modifications: Sales from the Aircraft Modifications
business segment decreased $322,218 (14%) from $2,388,327 in the
first nine months of the prior fiscal year to $2,710,545 in the first nine
months of fiscal 2001. Gross profit increased from $235,756 in the
nine months ending January 31, 2000 to $663,684 in the nine months
ending January 31, 2001. Third quarter fiscal 2001 sales were
$1,751,432 compared to $878,426 in fiscal 2000. Third quarter gross
profit was $769,901 and $(66,986), 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 was taken to correct these scheduling
variations and improve productivity. The current backlog is approximately
$1,000,000. All of this backlog is expected to be completed by April 30,
2001.
Avionics: Avionics unit sales were $209,652 for the nine months
ended January 31, 2001 compared to $243,352 in the comparable
period of the preceding year, a decrease of (13.8%). Operating profits for
the nine months ended January 31, 2001, were $44,882 compared to
$136,324 for the nine months ended January 31, 2000. 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 $1,700,000 including some
unsigned orders in the final closing phases. Avionics expects to ship
a portion of 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 nine
months ended January 31, 2001 were $870,379 compared to sales of
$886,595 for the comparable period of the prior year a decrease of 2%.
Operating profit for the nine months was $315,106 compared to
$363,488 for the nine months ended January 31, 2000. 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 nine months of fiscal 2001 and fiscal 2000.
Indian Gaming Management (a division of Butler National
Corporation): This segment earned interest income of $38,741 during
the quarter and $97,544 for the first nine months and incurred no
<PAGEl
expenses during the current quarter. In the first nine months of fiscal
2001 $40,160 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 nine months ended January 31, 2001, were $1,618,594 or 42% of
sales compared to $1,023,714 or 30% of sales for the nine months
ended January 31, 2000, an increase of $603,445 reflecting the increased
TSD development costs.
Interest expense for the nine months ended January 31, 2001, increased
$125,151 from $123,957 in the first nine months of the prior year to
$249,108. 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
short term 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 $18,853 in the quarter ended
January 31, 2001, versus income of $1,759 in the quarter ended
January 31, 2000.
The Company employed 59 at January 31, 2001, and 60 at January 31,
2000.
EARNINGS
The Company recorded a loss of $766,088 in the nine months ended
January 31, 2001. This is comparable to a loss of $331,812 in the
nine months ended January 31, 2000. Earnings per share is a loss of
$.03 and a loss of $.02 for the nine months ending January 31, 2001,
and January 31, 2000, 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 $468,210 at January 31, 2001, and was $438,035 at January 31,
2000.
The Company's unused line of credit was approximately $31,790 as of
January 31, 2001 and approximately $61,964 as of January 31, 2000.
The interest rate on the Company's line of credit is prime plus two, as
of March 15, 2001, the interest rate is 11.0%.
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 January 31, 2001, 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
None
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, 2000.
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.
None
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)
March 23, 2001 /S/ Clark D. Stewart
Date Clark D. Stewart
(President and Chief Executive Officer)
March 23, 2001 /S/ Stanley D. Nolind
Date Stanley D. Nolind
(Chief Financial Officer)