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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.


- ----------------------------------

FORM 10-Q
-----------------------------------

(Mark One)
X

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required)

For the quarter ended July 31, 2004

Transition Report Pursuant to Section 13 or 15(d) of the Security Exchange Act of 1934 (No Fee Required)

For the quarter ended July 31, 2004

Commission File Number 0-1678


BUTLER NATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)

Kansas
(State of Incorporation)

41-0834293
(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

Common Stock $.01 Par Value
(Title of Class)

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 September 10, 2004 was 40,075,871 shares.

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

 

INDEX

 

PART I.

FINANCIAL INFORMATION:

PAGE NO.


Condensed Consolidated Balance Sheets - July 31, 2004 and April 30, 2004

3


Condensed Consolidated Statements of Income - Three Months ended July 31, 2004 and 2003

4


Condensed Consolidated Statements of Cash Flows - Three Months ended July 31, 2004 and 2003

5


Notes to Condensed Consolidated Financial Statements

6


Management's Discussion and Analysis Financial Condition and Results of Operations

7-8

 

Item 3 Quantitative & Qualitative

9

 

Item 4 Controls and Procedures

9

Part_II.

Other Information

10-11


Signatures

12

BUTLER NATIONAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

 
   

7/31/04

 

4/30/04

     

7/31/04

 

4/30/04

ASSETS

 

unaudited

 

audited

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

unaudited

 

audited

CURRENT ASSETS:

         

CURRENT LIABILITIES:

       
 

Cash

$

938,886

$

1,160,914

   

Bank overdraft payable

$

389,034

$

401,674

 

Accounts receivable, net of allowance for

 

1,115,837

 

646,762

   

Promissory notes payable

 

3,096,192

 

2,460,998

 

doubtful accounts of $25,576 at July 31 and

           

Current maturities of long-term debt and capital lease

 

437,604

 

440,254

 

$25,576 at April 30, 2004

           

obligations

       
                       

Accounts payable

 

775,285

 

448,204

               

Customer deposits

 

-

 

134,985

 

Inventories -

           

Accrued liabilities -

       
 

Raw materials

 

3,805,063

 

2,576,432

   

Compensation and compensated absences

 

377,842

 

370,689

 

Work in process

 

1,106,875

 

1,226,586

   

Other

 

310,669

 

223,961

 

Finished goods

 

45,899

 

66,803

       

--------------

 

--------------

 

Aircraft

 

2,607,387

 

2,607,387

   

Total current liabilities

 

5,386,626

 

4,480,765

     

--------------

 

--------------

             
     

7,565,224

 

6,477,208

 

LONG-TERM DEBT, AND CAPITAL LEASE NET

 

1,418,491

 

1,528,267

             

OF CURRENT MATURITIES

       
 

Prepaid expenses and other current assets

 

40,869

 

126,667

             
     

--------------

 

--------------

       

--------------

 

--------------

 

Total current assets

 

9,660,816

 

8,411,551

   

Total liabilities

 

6,805,117

 

6,009,032

                         
             

COMMITMENTS AND CONTINGENCIES

       

PROPERTY, PLANT AND EQUIPMENT:

         

SHAREHOLDERS' EQUITY:

       
 

Land and building

 

952,800

 

952,800

   

Preferred stock, par value $5

       
 

Machinery and equipment

 

1,307,710

 

1,294,249

   

Authorized 50,000,000 shares, all classes

       
 

Office furniture and fixtures

 

669,813

 

669,813

   

Designated Classes A and B, 200,000 shares

       
 

Leasehold improvements

 

4,249

 

4,249

   

$1,000 Class A, 9.8%, cumulative if earned

       
     

--------------

 

--------------

   

liquidation and redemption value $100,

       
 

Total cost

 

2,934,572

 

2,921,111

   

no shares issued and outstanding

 

-

 

-

 

Accumulated depreciation

 

(1,953,322)

 

(1,947,111)

   

$1,000 Class B, 6%, convertible cumulative,

       
     

--------------

 

--------------

   

liquidation and redemption value $1,000

       
     

981,250

 

974,000

   

no shares issued and outstanding

 

-

 

-

                         

SUPPLEMENTAL TYPE CERTIFICATES

 

1,190,266

 

1,190,266

   

Common stock, par value $.01:

       
               

Authorized 100,000,000 shares

       
             

issued and outstanding 40,675,871 shares

 

406,759

 

403,059

                       

at July 31 and 40,305,871 at April 30, 2004

       

ADVANCES FOR INDIAN GAMING DEVELOPMENTS

 

2,006,551

 

2,006,551

             
 

(net of reserves of $2,712,440)

           

Capital contributed in excess of par

 

10,417,487

 

10,384,687

                         
               

Treasury stock at cost (600,000 shares)

 

(732,000)

 

(732,000)

                         

OTHER ASSETS

 

83,400

 

83,400

   

Retained earnings

 

(2,975,080)

 

(3,399,010)

                   

--------------

 

--------------

               

Total shareholders' equity

 

7,117,166

 

6,656,736

     

--------------

 

--------------

       

--------------

 

--------------

Total assets

$

13,922,283

$

12,665,768

 

Total liabilities and shareholders' equity

$

13,922,283

$

12,665,768

     

========

 

========

       

========

 

========

The accompanying notes are an integral part of these condensed financial statements

 

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED

July 31,

2004

2003

(unaudited)

(unaudited)

NET SALES

$

5,171,758

$

2,024,107

COST OF SALES

3,898,738

1,285,292

---------------

---------------

GROSS PROFIT

1,273,020

738,815

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

772,577

509,394

---------------

---------------

OPERATING INCOME (LOSS)

500,443

229,421

OTHER INCOME (EXPENSE)

Interest expense

(70,158)

(32,854)

Interest revenue

-

4,014

Other

3,644

20

---------------

---------------

Other expense

(66,514)

(28,820)

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES

433,929

200,601

PROVISION FOR INCOME TAXES

10,000

-

---------------

---------------

NET INCOME (LOSS)

$

423,929

$

200,601

=========

=========

BASIC EARNINGS (LOSS) PER COMMON SHARE

$

.01

$

.01

=========

=========

Shares used in per share calculation

39,256,436

37,921,582

DILUTED EARNINGS (LOSS) PER COMMON SHARE

$

.01

$

.00

=========

=========

Shares used in per share calculation

47,957,535

43,635,830

The accompanying notes are an integral part of these condensed financial statements.

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED

July 31,

2004

2003

(unaudited)

(unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$

423,929

$

200,601

Adjustments to reconcile net income (loss) to net cash provided by

(used in) operations -

Depreciation

24,534

25,822

Changes in assets and liabilities:

Accounts receivable

(469,075)

(61,771)

Inventories

(1,088,016)

122,329

Prepaid expenses and other current assets

85,798

8,088

Accounts payable

314,441

(90,488)

Customer deposits

(134,985)

-

Accrued liabilities

93,861

29,830

--------------

--------------

Cash provided by (used in) operations

(749,513)

234,411

--------------

--------------

CASH FLOWS FROM INVESTING ACTIVITIES

Capital expenditures, net

(31,783)

776

Advances for Indian Gaming Developments, net

-

(25,019)

Payments received on Indian Gaming note receivable

-

218,872

Supplemental Type Certificates

-

(10,000)

--------------

--------------

Cash provided by (used in) investing activities

(31,783)

185,629

--------------

--------------

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from stock option exercises

36,500

-

Net borrowings under promissory note

635,194

(179,642)

Repayments of long-term debt and capital lease obligations

(112,426)

(224,910)

--------------

--------------

Cash provided by (used in) financing activities

559,268

(404,552)

--------------

--------------

NET INCREASE (DECREASE) IN CASH

(222,028)

15,488

CASH, beginning of period

1,160,914

378,255

--------------

--------------

CASH, end of period

$

938,886

$

393,743

========

========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Interest paid

$

70,158

$

32,854

Income taxes paid

10,000

-

The accompanying notes are an integral part of these condensed financial 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. Therefore, these financial statements should be read in conjunction with the annual report on Form 10-K dated April 30, 2004. In our opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. Operating results for the three months ended July 31, 2004 are not indicative of the results of operations that may be expected for the year ending April 30, 2005.

Certain reclassifications within the condensed financial statement captions have been made to maintain consistency in presentation between years.

2. Advances for Indian Gaming Development: We are 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 we will be successful. The inability to recover these advances could have a material adverse effect on our 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 balance sheet, represent costs to be reimbursed to us pending approval of Indian gaming in several locations. We have agreements in place which require payments to be made to us for the respective projects upon opening of Indian gaming facilities. Once gaming facilities have gained proper approvals, we will enter into note receivable arrangements with the tribe to secure reimbursement of advanced funds for the particular project. However, reserves have been recorded for Indian gaming development costs when we are unable to determine whether reimbursement from the tribes will occur. We have agreements with the Tribes to be reimbursed for all costs incurred to develop gaming when the facilities are constructed and open.

Advances for Indian Gaming Developments totaled approximately $4,718,991 and $4,718,991 at July 31, 2004 and April 30, 2004 respectively, related to the development of Indian gaming facilities. These amounts are net of reserves of $2,712,440 at April 30, 2004. Current economic projections for the gaming activities indicate adequate future cash flows to recover the advances. In the event we are unsuccessful in establishing gaming operations, these net advances will be recovered through the liquidation of the associated assets.

3. Earnings Per Share: Earnings per common share is based on the weighted average number of common shares outstanding during the year. Stock options have been considered in the dilutive earnings per share calculation.

4. Research and Development: We charge to operations research and development costs. The amount charged in the quarters ended July 31, 2004 and 2003 were approximately $328,127 and $313,000 respectively.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

First quarter fiscal 2005 compared to first quarter fiscal 2004
Our sales for the three months ended July 31, 2004 were $5,171,758 compared to $2,024,107 for the three months ended July 31, 2003, an increase of (155%). CAUTION: Modification and Avionics currently contribute to this increase. There can be no assurance that activity will continue at this level.

Discussion of the specific changes by operation follows:

Aircraft Modifications: Sales from the Aircraft Modifications business segment including modified aircraft increased $2,054,097 (198.5%) from $1,034,867 in the first quarter of the prior fiscal year to $3,088,964 in the current first quarter of fiscal 2005. First quarter operating income was $473,157 in fiscal 2005 compared to income of $74,495 in fiscal 2004. Our emphasis is on the Learjet 20 series including the purchase, modification and resale of upgraded twenty-first century Learjets. Our long-term effort is to enhance our position in the market and increase market share of all modification products.

Avionics: Sales from the Avionics business segment were $637,389 for the three months ended July 31, 2004 compared to $323,710 in the comparable period of the preceding year, an increase of (97%). The increase resulted from Defense Military related Classic Aviation products sales. Operating profit for the three months ended July 31, 2004, was $51,964 compared to a loss of $43,364 for the three months ended July 31, 2003. Defense and Military related Classic Avionics products are being designed, manufactured and sold to military aircraft manufacturers. Management plans for this business segment to continue to increase in future years due to the additional new Classic Aviation Products.

Services - SCADA Systems and Monitoring Services:
Sales from the Scada Systems and Monitoring Services business segment for the three months ended July 31, 2004 were $284,745 compared to sales of $274,233 for the comparable period of the prior year an increase of (3.8%). Operating profit for the three months was $1,861 compared to $3,919 for the three months ended July 31, 2003. Revenue fluctuates due to the introduction of new products and services and related installations of these products. Our contracts with its two largest customers have been renewed for fiscal 2005.

Corporate / Professional Services: We provide as a management service licensed architectural services through our subsidiary, BCS Design, Inc. These services include commercial and industrial building design and graphic representation. We also provide as a management service professional design, development and management of Indian gaming establishments. These services include the architectural services of BCS Design, Inc., arrangements for financing, and on site contract management of establishments for Indian tribes and others. Management consulting and professional service fees for the three months ended July 31, 2004 were $455,971 compared to $391,928 in the comparable period of the preceding year, an increase of (16.5%). Sales recorded from the development programs related to these services for pass-thru costs were $704,690 for the three months ended July 31, 2004.


Selling, General and Administrative (SG&A): Expenses in the three months ended July 31, 2004, were $772,577 or (15%) of sales compared to $509,394 or (25%) of sales for the three months ended July 31, 2003, an increase of $263,183 or 51.7%.

Other Income (Expense): Other income is $3,644 in the quarter ended July 31, 2004, versus $4,034 in the quarter ended July 31, 2003.

Interest expense for the three months ended July 31, 2004, increased $37,304 from $32,854 in the first quarter of the prior year to $70,158. We continue to use our line of credit to maintain operations.

We employed 74 at July 31, 2004, and 65 at July 31, 2003.

EARNINGS

We recorded income of $423,929 in the three months ended July 31, 2004. This is comparable to income of $200,601 in the three months ended July 31, 2003. Income (Loss) per share is $0.01 and $0.01 for the three months ending July 31, 2004, and July 31, 2003, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Borrowed funds have been used primarily for working capital. Bank (Industrial State Bank) debt related to our operating line was $309,934 at July 31, 2004, and was $200,841 at July 31, 2003. Our unused line of credit was approximately $190,066 as of July 31, 2004 and approximately $107,126 as of July 31, 2003. The interest rate on our line of credit is prime plus two (with a floor of 7%). As of September 10, 2004, the interest rate is 7.0%.

We opened a new line of credit at ISB February 10, 2004 to support the additional inventory requirements of the RVSM product line. The current debt relating to this line of credit was $1,177,758 at July 31, 2004.

We have additional short-term promissory notes with two other banks to finance the increased RVSM related activities. Net advances against these loans were $635,194 during the three months ended July 31, 2004.

We plan to continue using the promissory notes payable to fund working capital. We believe the extensions will continue and do not anticipate the repayment of these notes in fiscal 2005. The extension of the promissory notes-payable is consistent with prior years. If the Bank were to demand repayment of the notes payable we currently do not have enough cash to pay off the notes without materially adversely affecting the financial condition of the Company.

We do not, as of July 31, 2004 have any material commitments for other capital expenditures other than the terms of the Indian gaming Management Agreements. Depending upon the development schedules, we will need additional funds to complete its currently planned Indian gaming opportunities. We will use current cash available as well as additional funds, for the start up and construction of gaming facilities. We anticipate 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. We expect that our start up and construction financing of gaming facilities will be replaced by other financial lenders, long term financing through debt issue, or equity issues.

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 us 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 our operations and forward-looking statements contained herein

Part I Item 3:

Quantitative and Qualitative Disclosures about Market Risk
None

Part I Item 4

Controls and Procedures
We maintain a set of disclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Our principal executive and financial officers have evaluated our disclosure controls and procedures within 90 days prior to the filing of this Quarterly Report on Form 10-Q and have determined that such disclosure controls and procedures are effective.

Subsequent to our evaluation, there were no significant changes in internal controls or other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

The rest of this page intentionally left blank

 

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

Unregistered Shares of Equity Securities and Use of Proceeds
During the quarter ended July 31, 2004, we issued 370,000 shares in connection with the exercise of employee stock options granted through our Non Qualified Stock Option Plans as amended on Form S8 on February 24, 1998..

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 and restated are incorporated by reference to Exhibit 3.1 of our Form DEF 14A filed on December 26, 2001.

3.2 Bylaws, as amended, are incorporated by reference to Exhibit A of our Form DEF 14A filed on December 15, 2003.

 

31.1 Certificate of Chief Executive Officer

 

31.2 Certificate of Chief Financial Officer

 

32.1 Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002

 

32.1 Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002

 

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, 2004.

 

27.1 Financial Data Schedule (EDGAR version only). Filed herewith.

 

We agree to file with the Commission any agreement or instrument not filed as an exhibit upon the request of the Commission.

 
  1. Reports on Form 8-K.
    We reported June 2, 2004 on Form 8-K under Item 5 and Item 7 that we issued a press release regarding the announcement
    that Butler had been ranked in Kansas City Star's Top 50 Growth Companies and was ranked number one in the Star 50 List of Percentage Income Gainers in 2003.

    We reported June 8, 2004 on Form 8-K under Item 5 and Item 7 that we issued a press release regarding the announcement of
    the completion of 25 RVSM Solution upgrades.

    We reported on July 8, 2004 on Form 8-K under Item 5 and Item 7 that we issued a press release regarding the announcement of
    the receipt of an order to install the AVCON Cargo Door Modification in two Dassault Falcon 20 airplanes.

    We reported on July 29, 2004 on Form 8-K under Item 7 and Item 12 that we issued a press release regarding
    the fourth quarter and fiscal year end 2004 results of Butler National Corporation and the filing of our annual report on Form 10-K with the Securities and Exchange Commission for the period ending April 30, 2004.

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)

September 14, 2004
Date

/S/ Clark D. Stewart
Clark D. Stewart
(President and Chief Executive Officer)

September 14, 2004
Date

/S/ Angela D. Seba
Angela D. Seba
(Chief Financial Officer)