SECURITIES AND EXCHANGE COMMISSION Washington, D.C. |
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FORM 10-Q ----------------------------------- |
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( Mark One)X |
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required) |
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For the quarter ended January 31, 2003 |
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Transition Report Pursuant to Section 13 or 15(d) of the Security Exchange Act of 1934 (No Fee Required) |
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For the quarter ended January 31, 2003 |
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Commission File Number 0-1678 |
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Kansas |
41-0834293 |
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19920 West 161st Street, Olathe, Kansas 66062 |
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Registrant's telephone number, including area code: (913) 780-9595 |
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Former name, former address and former fiscal year if changed since last report: |
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Common Stock $.01 Par Value |
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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 ____ |
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The number of shares outstanding of the Registrant's Common Stock, $0.01 par value, as of March 13, 2003 was 37,921,582 shares. |
BUTLER NATIONAL CORPORATION AND SUBSIDIARIES |
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INDEX |
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PART I. |
FINANCIAL INFORMATION: |
PAGE NO. |
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Consolidated Balance Sheets - January 31, 2003 and April 30, 2002 |
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Consolidated Statements of Income - Three Months ended January 31, 2003 and 2002 |
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Consolidated Statements of Income - Nine Months ended January 31, 2003 and 2002 |
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Consolidated Statements of Cash Flows - Nine Months ended January 31, 2003 and 2002 |
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Management's Discussion and Analysis Financial Condition and Results of Operations |
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PART II. |
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CONSOLIDATED BALANCE SHEETS |
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ASSETS |
01/31/03 |
4/30/02 |
LIABILITIES AND SHAREHOLDERS' EQUITY |
01/31/03 |
4/30/02 |
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unaudited |
audited |
unaudited |
Audited |
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CURRENT ASSETS: |
CURRENT LIABILITIES: |
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Cash |
$ |
526,202 |
$ |
357,149 |
Bank overdraft payable |
$ |
160,755 |
$ |
102,463 |
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Accounts receivable, net of allowance for |
483,636 |
378,714 |
Promissory notes payable |
516,887 |
268,049 |
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doubtful accounts of $6,885 at Jan. 31 and |
Current maturities of long-term debt and capital lease |
565,086 |
1,159,178 |
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$122,520 at April 30, 2002 |
obligations |
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Note receivable from Indian Gaming Developments |
541,105 |
744,285 |
Accounts payable |
628,134 |
430,636 |
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Accrued liabilities - |
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Inventories - |
Compensation and compensated absences |
288,079 |
294,676 |
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Raw materials |
2,020,697 |
1,794,512 |
Other |
190,130 |
94,992 |
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Work in process |
436,108 |
225,480 |
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Finished goods |
52,536 |
57,066 |
Total current liabilities |
2,349,071 |
2,349,994 |
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Aircraft |
1,176,048 |
1,155,079 |
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3,685,389 |
3,232,137 |
LONG-TERM DEBT, AND CAPITAL LEASE NET |
1,670,339 |
1,635,234 |
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OF CURRENT MATURITIES |
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Prepaid expenses and other current assets |
31,398 |
39,023 |
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-------------- |
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Total current assets |
5,267,730 |
4,751,308 |
Total liabilities |
4,019,410 |
3,985,228 |
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COMMITMENTS AND CONTINGENCIES |
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PROPERTY, PLANT AND EQUIPMENT: |
SHAREHOLDERS' EQUITY: |
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Land and building |
948,089 |
948,089 |
Preferred stock, par value $5 |
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Machinery and equipment |
1,219,210 |
1,211,361 |
Authorized 50,000,000 shares, all classes |
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Office furniture and fixtures |
632,987 |
624,189 |
Designated Classes A and B, 200,000 shares |
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Leasehold improvements |
4,249 |
4,249 |
$1,000 Class A, 9.8%, cumulative if earned |
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liquidation and redemption value $100, |
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Total cost |
2,804,535 |
2,787,888 |
no shares issued and outstanding |
- |
- |
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$1,000 Class B, 6%, convertible cumulative, |
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Accumulated depreciation |
(1,833,004) |
(1,758,222) |
liquidation and redemption value $1,000 |
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no shares issued and outstanding |
- |
- |
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971,531 |
1,029,666 |
Common stock, par value $.01: |
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SUPPLEMENTAL TYPE CERTIFICATES |
1,285,874 |
1,285,874 |
Authorized 100,000,000 shares |
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issued and outstanding 38,521,582 shares at |
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INDIAN GAMING: |
at Jan. 31 and 38,521,582 at April 30, 2002 |
385,216 |
385,216 |
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Note receivable from Indian Gaming |
- |
422,551 |
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Advances for Indian Gaming Developments |
1,948,966 |
1,904,135 |
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(net of reserves of $2,718,928) |
Capital contributed in excess of par |
10,060,605 |
10,060,605 |
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Total Indian Gaming |
1,948,966 |
2,326,686 |
Treasury stock at cost (600,000 shares) |
(732,000) |
(732,000) |
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OTHER ASSETS |
145,000 |
145,000 |
Retained deficit |
(4,114,130) |
(4,160,515) |
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Total shareholders' equity |
5,599,691 |
5,553,306 |
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Total assets |
$ |
9,619,101 |
$ |
9,538,534 |
Total liabilities and shareholders' equity |
$ |
9,619,101 |
$ |
9,538,534 |
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The accompanying notes are an integral part of these financial statements |
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CONSOLIDATED STATEMENTS OF INCOME |
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THREE MONTHS ENDED |
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Jan. 31, |
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2003 |
2002 |
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(unaudited) |
(unaudited) |
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NET SALES |
$ |
1,805,995 |
$ |
1,453,272 |
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COST OF SALES |
987,258 |
974,018 |
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818,737 |
479,254 |
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
652,719 |
421,669 |
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OPERATING INCOME (LOSS) |
166,018 |
57,585 |
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OTHER INCOME (EXPENSE): |
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Interest expense |
(37,361) |
(81,214) |
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Interest revenue |
11,510 |
26,005 |
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Other |
(577) |
4 |
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Other expense |
(26,428) |
(55,205) |
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INCOME FROM OPERATIONS BEFORE PROVISION |
139,590 |
2,379 |
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FOR INCOME TAXES |
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PROVISION FOR INCOME TAXES |
- |
950 |
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NET INCOME |
$ |
139,590 |
$ |
1,429 |
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========= |
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BASIC EARNINGS PER COMMON SHARE: |
$ |
0.00 |
$ |
0.00 |
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Shares used in per share calculation |
37,765,941 |
35,120,594 |
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DILUTED EARNINGS PER COMMON SHARE |
$ |
0.00 |
$ |
0.00 |
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========= |
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Shares used in per share calculation |
45,034,763 |
35,120,594 |
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The accompanying notes are an integral part of these statements. |
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CONSOLIDATED STATEMENTS OF INCOME |
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NINE MONTHS ENDED |
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Jan. 31, |
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2003 |
2002 |
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(unaudited) |
(unaudited) |
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NET SALES |
$ |
4,579,549 |
$ |
7,373,985 |
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COST OF SALES |
2,632,422 |
4,364,668 |
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1,947,127 |
3,009,317 |
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
1,812,196 |
1,740,974 |
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OPERATING INCOME (LOSS) |
134,931 |
1,268,343 |
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OTHER INCOME (EXPENSE): |
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Interest expense |
(133,882) |
(262,180) |
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Interest revenue |
45,872 |
103,708 |
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Other |
(536) |
17,383 |
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Other expense |
(88,546) |
(141,089) |
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INCOME FROM OPERATIONS BEFORE PROVISION |
46,385 |
1,127,255 |
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FOR INCOME TAXES |
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PROVISION FOR INCOME TAXES |
- |
11,000 |
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NET INCOME |
$ |
46,385 |
$ |
1,116,255 |
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========= |
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BASIC EARNINGS PER COMMON SHARE: |
$ |
0.00 |
$ |
0.03 |
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Shares used in per share calculation |
37,765,941 |
35,120,594 |
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DILUTED EARNINGS PER COMMON SHARE |
$ |
0.00 |
$ |
0.03 |
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========= |
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Shares used in per share calculation |
45,034,763 |
35,120,594 |
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The accompanying notes are an integral part of these statements. |
BUTLER NATIONAL CORPORATION AND SUBSIDIARIES |
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NINE MONTHS ENDED |
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Jan. 31, |
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2003 |
2002 |
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(unaudited) |
(unaudited) |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income (loss) |
$ |
46,385 |
$ |
1,116,205 |
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Adjustments to reconcile net income (loss) to net cash provided by |
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(used in) operations - |
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Depreciation |
74,782 |
126,402 |
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Other |
- |
11,000 |
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Changes in assets and liabilities: |
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Accounts receivable |
(104,922) |
417,856 |
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Inventories |
(453,252) |
555,546 |
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Prepaid expenses and other current assets |
7,625 |
5,927 |
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Other assets and other |
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- |
(2,555) |
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Accounts payable |
255,789 |
(661,441) |
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Customer deposits |
- |
(167,530) |
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Accrued liabilities |
88,541 |
188,584 |
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Cash provided by (used in) operations |
(85,052) |
1,589,994 |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Capital expenditures, net |
(16,647) |
(53,762) |
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Indian Gaming Developments |
580,900 |
544,356 |
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Supplemental Type Certificates |
- |
(10,520) |
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Cash provided by (used in) investing activities |
564,253 |
480,074 |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Net borrowings under promissory note |
198,838 |
116,367 |
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Proceeds from long-term debt |
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- |
751,000 |
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Repayments of long-term debt and lease obligations |
(508,986) |
(2,369,424) |
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Cash provided by (used in) financing activities |
(310,148) |
(1,502,057) |
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NET INCREASE (DECREASE) IN CASH |
169,053 |
568,011 |
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CASH, beginning of period |
357,149 |
108,071 |
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CASH, end of period |
$ |
526,202 |
$ |
676,082 |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
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Interest paid |
$ |
133,882 |
$ |
262,180 |
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Income taxes paid |
- |
- |
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The accompanying notes are an integral part of these statements. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
1. The accompanying unaudited 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. Therefore, these financial statements should be read in conjunction with the annual report on Form 10-K dated April 30, 2002. 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, 2003 are not indicative of the results of operations that may be expected for the year ending April 30, 2003. |
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. |
3. 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 2003 because they are anti-dilutive. |
4. Research and Development: The Company charges to operations research and development costs. The amount charged in the quarters ended January 31, 2003 and 2002 were approximately $255,516 and $328,000 respectively. The amount charged for the nine months ended January 31, 2003 and 2002 were $863,402 and $686,000 respectively. |
AND RESULTS OF OPERATIONS |
RESULTS OF OPERATIONS |
Third quarter fiscal 2003 compared to third quarter fiscal 2002 Discussion of the specific changes by operation at each business segment follows: Aircraft Modifications: Sales from the Aircraft Modifications business segment increased $53,204 (1.7%) from $1,705,606 in the nine months of the prior fiscal year to $1,758,810 in the first nine months of fiscal 2003. Modified Aircraft sales were $1,425,000 in the first quarter of fiscal 2002. Third quarter operating income was $167,179 in fiscal 2003 compared to a loss of $61,980 in fiscal 2002. The 2002 loss was attributed to the depressed economic conditions resulting from the September 11, 2001 events. Modifications is developing STC's for RVSM (Reduced Vertical Separation Minimums) compliance for the Learjet Series 20 aircraft. RVSM will be required for all flights at the high altitudes by 2004.
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EARNINGS 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 $366,887 at January 31, 2003, and was $414,957 at January 31, 2002. The Company's unused line of credit was approximately $133,113 as of January 31, 2003 and approximately $85,043 as of January 31, 2002. The interest rate on the Company's line of credit is prime plus two, as of March 13, 2003, the interest rate is 7.0%. The Company plans to continue using the promissory notes payable to fund working capital. The promissory notes range from one hundred eight to three hundred sixty five days. The Company believes the extensions will continue and does not anticipate the repayment of these notes in fiscal 2003. 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, 2003 have any material commitments for other capital expenditures other than the terms of the Indian gaming Management Agreements. Depending upon the development schedules, the Company will need additional funds to complete its currently planned Indian gaming opportunities. The Company will use current cash available as well as 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. 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 NASDAQ 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. Approximately fifteen (15) market makers offer and trade the stock. NASDAQ is considering a change from the over-the-counter listing system to the Bulletin Board Exchange (BBX) system. The new system may cause a change in our symbol. 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 its 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.
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Item 2 |
Changes in Securities |
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Item 4 |
Submission of Matters to Vote of Security Holders |
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Election of Directors: Randal W. Wagoner, Clark D. Stewart, William E. Logan, William A. Griffith and David B. Hayden |
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Item 6 |
Exhibits and reports on Form 8-K. |
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3.1 Articles of Incorporation, as amended and restated are incorporated by reference to Exhibit 3.1 of the Company's Form DEF 14A filed on December 26, 2001. |
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3.2 Bylaws, as amended, are incorporated by reference to Exhibit 3.2 of the Company's Form DEF 14A filed on December 26, 2001. |
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99 Exhibit Number 99. |
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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, 2002. |
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27.1 Financial Data Schedule (EDGAR version only). Filed herewith. |
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The Company agrees to file with the Commission any agreement or instrument not filed as an exhibit upon the request of the Commission. |
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(B) Reports on Form 8-K. |
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. |
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BUTLER NATIONAL CORPORATION |
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March 13, 2003 |
/S/ Clark D. Stewart |
March 13, 2003 |
/S/ Angela D. Seba |