buks20190131_10q.htm
 

 

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
_______________________________

 

FORM 10-Q

_______________________________

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended January 31, 2019

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to _____________

 

Commission File Number 0-1678

 

 

BUTLER NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Kansas

 

41-0834293

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

19920 West 161st Street, Olathe, Kansas 66062

(Address of principal executive offices)(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 (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files): Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ☐ No ☒

 

The number of shares outstanding of the Registrant's Common Stock, $0.01 par value, as of March 15, 2019 was 64,050,508 shares.

 

 

  

 

 

 

 

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

 

INDEX

 

 

PART I. FINANCIAL INFORMATION

 

 

Item 1

Financial Statements (Unaudited)

PAGE NO.

 

 

 

 

Condensed Consolidated Balance Sheets – January 31, 2019 (unaudited) and April 30, 2018 (audited)

3

 

 

 

 

Condensed Consolidated Statements of Operations - Three Months Ended January 31, 2019 and 2018

4

 

 

 

 

Condensed Consolidated Statements of Operations - Nine Months Ended January 31, 2019 and 2018

5

 

 

 

 

Condensed Consolidated Statements of Cash Flows - Nine Months Ended January 31, 2019 and 2018

6

 

 

 

 

Notes to Condensed Consolidated Financial Statements

7

 

 

 

Item 2

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

10

 

 

 

Item 3

Quantitative and Qualitative Disclosures about Market Risk

21

 

 

 

Item 4

Controls and Procedures

21

     
     
PART II. OTHER INFORMATION
     
     

Item 1

Legal Proceedings

22

 

 

 

Item 1A

Risk Factors

22

 

 

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

22

 

 

 

Item 3

Defaults Upon Senior Securities

22

 

 

 

Item 4

Mine Safety Disclosures

22

 

 

 

Item 5

Other Information

22

 

 

 

Item 6

Exhibits

22

 

 

 

Signatures

23

 

 

Exhibit Index

24

 

 

 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

As of January 31, 2019 and April 30, 2018

(in thousands except per share data)

   

January 31, 2019

   

April 30, 2018

 
   

(unaudited)

         

ASSETS

               

CURRENT ASSETS:

               

Cash

  $ 8,803     $ 7,353  

Accounts receivable

    3,775       3,107  

Income tax receivable, net

    -       219  

Inventories

               

Parts and raw materials

    6,766       5,858  

Work in process

    1,824       1,234  

Finished goods

    73       27  

Total inventory net of allowances

    8,663       7,119  

Prepaid expenses and other current assets

    1,407       978  

Total current assets

    22,648       18,776  
                 

PROPERTY, PLANT AND EQUIPMENT:

               

Land and building

    6,917       5,232  

Aircraft

    6,157       6,157  

Machinery and equipment

    4,001       3,922  

Office furniture and fixtures

    7,365       6,658  

Leasehold improvements

    4,032       4,032  
      28,472       26,001  

Accumulated depreciation

    (16,485

)

    (15,725

)

Total property, plant and equipment

    11,987       10,276  
                 

SUPPLEMENTAL TYPE CERTIFICATES (net of accumulated amortization of $5,808 at January 31, 2019 and $5,164 at April 30, 2018)

    6,510       6,597  
                 

OTHER ASSETS:

               

Deferred tax asset

    193       193  

Other assets (net of accumulated amortization of $9,136 at January 31, 2019 and $8,213 at April 30, 2018)

    4,788       5,589  

Total other assets

    4,981       5,782  

Total assets

  $ 46,126     $ 41,431  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               
CURRENT LIABILITIES:                

Promissory notes

  $ -     $ 2,387  

Current maturities of long-term debt

    1,441       1,612  

Current maturities of capital lease obligation

    8       -  

Accounts payable

    1,695       2,215  

Customer deposits

    3,260       1,396  

Gaming facility mandated payment

    975       1,219  

Compensation and compensated absences

    1,695       1,439  

Income taxes payable

    996       -  

Other current liabilities

    310       162  

Total current liabilities

    10,380       10,430  
                 

Long-term debt, net of current maturities

    686       1,735  

Capital lease obligation, net of current maturities

    1,691       -  

Total long-term liabilities

    2,377       1,735  
                 

Total liabilities

    12,757       12,165  
                 

COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY:

               

Butler National Corporation’s stockholders’ equity

               

Preferred stock, par value $5:

               

Authorized 50,000,000 shares, all classes

               

Designated Classes A and B 200,000 shares

               

$100 Class A, 9.8%, cumulative if earned liquidation and redemption value $100, no shares issued and outstanding

    -       -  

$1,000 Class B, 6%, convertible cumulative, liquidation and redemption value $1,000, no shares issued and outstanding

    -       -  

Common stock, par value $.01: authorized 100,000,000 shares issued 66,196,854 and outstanding 64,050,508 shares at January 31, 2019 and issued 66,196,854 and outstanding 64,743,317 shares at April 30, 2018

    662       662  

Capital contributed in excess of par

    14,231       14,231  

Treasury stock at cost, 2,146,346 shares at January 31, 2019 and 1,453,537 shares at April 30, 2018

    (1,165

)

    (951

)

Retained earnings

    13,630       10,060  

Total stockholders' equity Butler National Corporation

    27,358       24,002  

Noncontrolling interest in BHCMC, LLC

    6,011       5,264  

Total stockholders' equity

    33,369       29,266  

Total liabilities and stockholders' equity

  $ 46,126     $ 41,431  

 

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

 

3

 

 

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JANUARY 31, 2019 AND 2018

(in thousands, except per share data)

(unaudited)

 

   

THREE MONTHS ENDED

January 31,

 
   

2019

   

2018

 

REVENUE:

               

Professional Services

  $ 7,617     $ 7,559  

Aerospace Products

    6,675       3,451  

Total revenue

    14,292       11,010  
                 

COSTS AND EXPENSES:

               

Cost of Professional Services

    4,996       4,747  

Cost of Aerospace Products

    3,642       2,636  

Marketing and advertising

    1,021       920  

Employee benefits

    532       480  

Depreciation and amortization

    415       362  

General, administrative and other

    1,873       1,426  

Total costs and expenses

    12,479       10,571  
                 

OPERATING INCOME

    1,813       439  
                 

OTHER INCOME (EXPENSE):

               

Interest expense

    (44

)

    (83

)

Other income, net

    -       1  

Refund of sales/use tax

    385       -  

Total other income (expense)

    341       (82

)

                 

INCOME BEFORE INCOME TAXES

    2,154       357  
                 

INCOME TAXES:

               

Provision for income taxes

    495       10  
                 

NET INCOME

    1,659       347  

Net income attributable to noncontrolling interest in BHCMC, LLC

    (319

)

    (327

)

NET INCOME ATTRIBUTABLE TO BUTLER NATIONAL CORPORATION

  $ 1,340     $ 20  
                 

BASIC EARNINGS PER COMMON SHARE

  $ 0.02     $ 0.00  
                 

WEIGHTED AVERAGE SHARES USED IN PER SHARE CALCULATION

    63,976,255       64,506,986  
                 

DILUTED EARNINGS PER COMMON SHARE

  $ 0.02     $ 0.00  
                 

WEIGHTED AVERAGE SHARES USED IN PER SHARE CALCULATION

    63,976,255       64,506,986  

 

 

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

 

4

 

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED JANUARY 31, 2019 AND 2018

(in thousands, except per share data)

(unaudited)

 

   

NINE MONTHS ENDED

January 31,

 
   

2019

   

2018

 

REVENUE:

               

Professional Services

  $ 23,423     $ 22,340  

Aerospace Products

    19,570       11,476  

Total revenue

    42,993       33,816  
                 

COSTS AND EXPENSES:

               

Cost of Professional Services

    14,735       14,344  

Cost of Aerospace Products

    12,102       8,469  

Marketing and advertising

    3,056       2,729  

Employee benefits

    1,518       1,416  

Depreciation and amortization

    1,198       1,344  

General, administrative and other

    5,852       4,112  

Total costs and expenses

    38,461       32,414  
                 

OPERATING INCOME

    4,532       1,402  
                 

OTHER INCOME (EXPENSE):

               

Interest expense

    (169

)

    (250

)

Other income, net

    -       1  

Refund of sales/use tax

    1,995       -  

Total other income (expense)

    1,826       (249

)

                 

INCOME BEFORE INCOME TAXES

    6,358       1,153  
                 

INCOME TAXES:

               

Provision for income taxes

    1,320       191  
                 

NET INCOME

    5,038       962  

Net income attributable to noncontrolling interest in BHCMC, LLC

    (1,468

)

    (620

)

NET INCOME ATTRIBUTABLE TO BUTLER NATIONAL CORPORATION

  $ 3,570     $ 342  
                 

BASIC EARNINGS PER COMMON SHARE

  $ 0.06     $ 0.01  
                 

WEIGHTED AVERAGE SHARES USED IN PER SHARE CALCULATION

    64,356,380       64,531,138  
                 

DILUTED EARNINGS PER COMMON SHARE

  $ 0.06     $ 0.01  
                 

WEIGHTED AVERAGE SHARES USED IN PER SHARE CALCULATION

    64,356,380       64,531,138  

 

 

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

 

5

 

 

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED JANUARY 31, 2019 AND 2018

(in thousands)

(unaudited) 

 

   

NINE MONTHS ENDED

January 31,

 
   

2019

   

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES

               

Net income

  $ 5,038     $ 962  

Adjustments to reconcile net income to net cash provided by operating activities

               

Depreciation and amortization

    2,377       2,608  
                 

Changes in assets and liabilities

               

Accounts receivable

    (668

)

    2,151  

Inventories

    (1,544

)

    (1,163

)

Prepaid expenses and other current assets

    (431

)

    (124

)

Deferred tax asset

    -       274  

Income tax receivable

    219       -  

Accounts payable

    (520

)

    (494

)

Customer deposits

    1,864       (150

)

Accrued liabilities

    1,252       (909

)

Gaming facility mandated payment

    (244

)

    (322

)

Other current liabilities

    147       139  

Net cash provided by operating activities

    7,490       2,972  
                 

CASH FLOWS FROM INVESTING ACTIVITIES

               

Capital expenditures

    (1,499

)

    (1,834

)

Net cash used in investing activities

    (1,499

)

    (1,834

)

                 

CASH FLOWS FROM FINANCING ACTIVITIES

               

Repayments of promissory notes, net

    (2,387

)

    (109

)

Repayments of long-term debt

    (1,220

)

    (1,795

)

Distribution to non-controlling member

    (720

)

    (360

)

Purchase of common stock

    (214

)

    (142

)

Net cash used in financing activities

    (4,541

)

    (2,406

)

                 

NET INCREASE (DECREASE) IN CASH

    1,450       (1,268

)

                 

CASH, beginning of period

    7,353       6,389  
                 

CASH, end of period

  $ 8,803     $ 5,121  
                 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

               

Interest paid

  $ 172     $ 250  

Income taxes paid

  $ 105     $ 609  
                 

SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES

               

Capital asset and lease obligation additions

  $ 1,699     $ -  

 

 

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

 

6

 

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

 

 

1. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X and do not include all 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 for the fiscal year ended April 30, 2018. In our opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. Operating results for the three and nine months ended January 31, 2019 are not indicative of the results of operations that may be expected for the fiscal year ended April 30, 2019.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. ASU 2016-02 requires expanded disclosures about the nature and terms of lease agreements and is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements.

 

Certain reclassifications within the condensed financial statement captions have been made to maintain consistency in presentation between years. These reclassifications have no impact on the reported results of operations. Financial amounts are in thousands of dollars except per share amounts.

 

 

2. Net Income Per Share: Butler National Corporation (“the Company”) follows ASC 260 that requires the reporting of both basic and diluted earnings per share. Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with ASC 260, any anti-dilutive effects on net earnings per share are excluded. The number of potential common shares as of January 31, 2019 is 64,050,508.

 

 

3. Revenue Recognition: Adoption of ASC Topic 606, “Revenue from Contracts with Customers”

On May 1, 2018, the Company adopted Topic 606, using the modified retrospective transition method applied to those contracts which were not completed as of May 1, 2018. Results for reporting periods beginning after May 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under Topic 605. There was no adjustment to beginning accumulated deficit on May 1, 2018 due to the impact of adopting Topic 606.

 

Under ASC 606, revenue is recognized when a customer obtains control of promised services in an amount that reflects the consideration we expect to receive in exchange for those services. To achieve this core principal, the Company applies the following five steps:

 

 

1)

Identify the contract, or contracts, with a customer

 

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.

 

 

2)

Identification of the performance obligations in the contract

 

At contract inception, an entity shall assess the goods or services promised in a contract with a customer and shall identify as a performance obligation each promise to transfer to the customer. Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.

 

 

3)

Determination of the transaction price

 

The transaction price is the amount that an entity allocates to the performance obligations identified in the contract and, therefore, represents the amount of revenue recognized as those performance obligations are satisfied. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer.

 

 

4)

Allocation of the transaction price to the performance obligations in the contract

 

Once a contract and associated performance obligations have been identified and the transaction price has been determined, ASC 606 requires an entity to allocate the transaction price to each performance obligation identified. This is generally done in proportion to the standalone selling prices of each performance obligation (i.e., on a relative standalone selling price basis). As a result, any discount within the contract generally is allocated proportionally to all the separate performance obligations in the contract. The Company is applying the right to invoice practical expedient to recognize revenue. As a result, the entity bypasses the steps of determining the transaction price, allocating that transaction price and determining when to recognize revenue as it will recognize revenue as billed by multiplying the price assigned to the good or service, by the units.

 

 

5)

Recognition of revenue when, or as, we satisfy a performance obligation

 

Revenue is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Control transfers either over time or at a point in time. Revenue is recognized when control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services.

 

Aircraft modifications are performed under fixed-price contracts. Revenue from fixed-priced contracts are recognized on the percentage-of-completion method, measured by the direct labor incurred compared to total estimated direct labor.

 

Revenue from Avionics products are recognized when shipped. Payment for these Avionics products is due within 30 days of the invoice date after shipment. Revenue from Gaming Management and other Corporate/Professional Services is recognized as the service is rendered.

 

Regarding warranties and returns, our products are special order and are not suitable for return. Our products are unique upon installation and tested prior to their release to the customer and acceptance by the customer. In the rare event of a warranty claim, the claim is processed through the normal course of business and may include additional charges to the customer. In our opinion, any future warranty work would not be material to the consolidated financial statements.

 

Gaming revenue is the gross gaming win as reported by the Kansas Lottery casino reporting systems, less the mandated payments by and for the State of Kansas. Electronic games-slots and table games revenue is the aggregate of gaming wins and losses. Liabilities are recognized for chips and "ticket-in, ticket-out" coupons in the customers' possession, and for accruals related to anticipated payout of progressive jackpots. Progressive gaming machines, which contain base jackpots that increase at a progressive rate based on the number of coins played, are deducted from revenue as the value of jackpots increase. Food, beverage, and other revenue is recorded when the service is received and paid.

 

 

4. Inventories: Inventories are priced at the lower of cost, determined on a first-in, first-out basis, or market. Inventories include material, labor and factory overhead required in the production of our products.

 

Inventory obsolescence is examined on a regular basis. When determining our estimate of obsolescence, we consider inventory that has been inactive for five years or longer and the probability of using that inventory in future production. The obsolete inventory generally consists of Falcon and Learjet parts and electrical components.  At January 31, 2019 and April 30, 2018, the estimate of obsolete inventory was $571 and $571 respectively.

 

 

5. Research and Development: We invested in research and development activities. The amount invested in the nine months ended January 31, 2019 and 2018 was $1,233 and $1,336 respectively.

 

 

6. Debt: At January 31, 2019, the Company was utilizing a line of credit totaling $5,000. The unused line at January 31, 2019 was $5,000. These funds are primarily used for the purchase of inventories and aircraft modification Supplemental Type Certificate ("STC") development costs for modifications and avionics. The line of credit is due on demand and is collateralized by the first and second positions on all assets of the Company.

 

At January 31, 2019, there was one note with an interest rate of 5.75% collateralized by aircraft security agreements totaling $158. This note was used for the purchase and modifications of collateralized aircraft. This note matures in January 2020.

 

At January 31, 2019, there are three notes at a bank totaling $51 collateralized by real estate located in Olathe, Kansas and Tempe, Arizona. The interest rates on these notes range from 3.36% to 4.46%. The due date for the notes is March 2019.

 

 

At January 31, 2019, there is one note totaling $246 collateralized by real estate in Dodge City, Kansas. The interest rate on this note is 6.25%. This note matures in June 2019.

 

At January 31, 2019, there is one note collateralized by equipment with a balance of $66. The interest rate on this note is 4.5%. This note matures in April 2022.

  

At January 31, 2019, there is one note at a bank totaling $1,606 with an interest rate of 4.89%. The proceeds were used primarily to pay off obligations with BHCI (a non-controlling owner of BHCMC, LLC). This note matures in May 2020.

 

We are not in default of any of our notes as of January 31, 2019.

 

We believe that our current banks will provide the necessary capital for our business operations. However, we continue to maintain contact with other banks that have an interest in funding our working capital needs to continue our growth in operations in 2019 and beyond.

  

 

7. Other Assets: Our other asset account includes assets of $5,500 related to the Kansas Expanded Lottery Act Management Contract privilege fee, $5,546 of gaming equipment we were required to pay for ownership by the State of Kansas Lottery, and JET autopilot intellectual property of $1,417 and miscellaneous other assets of $1,461.  BHCMC expects the $5,500 privilege fee to have a value over the remaining life of the Management Contract with the State of Kansas which will end in December 2024.  There is no assurance of the Management Contract renewal.  The Managers Certificate asset for use of gaming equipment is being amortized over a period of three years based on the estimated useful life of gaming equipment.  The JET intellectual property is being amortized over a period of 15 years.

 

 

8. Stock Options and Incentive Plans: At January 31, 2019 we had no outstanding stock options.

 

In November 2016, the shareholders approved and adopted the Butler National Corporation 2016 Equity Incentive Plan. The maximum number of shares of common stock that may be issued under the Plan is 12.5 million. No equity awards have been made under the plan.

 

 

9. Stock Repurchase Program

 

The Board of Directors approved a stock purchase program authorizing the repurchase of up to $750 of its common stock. The timing and amount of any share repurchases will be determined by Butler National’s management based on market conditions and other factors. The program is currently authorized through May 1, 2019.

 

The table below provides information with respect to common stock purchases by the Company through January 31, 2019.

 

Period

 

Total Number

of Shares

Purchased

   

Average

Price Paid

per Share

   

Total Number of Shares

Purchased as Part of

Publicly Announced

Plans or Programs

   

Approximate Dollar Value

of Shares That May Yet Be

Purchased Under the Plans

or Programs

 

Program authorization

                          $ 750  

Quarter ended January 31, 2017 (a)

    49,920     $ 0.20       49,920     $ 740  

Quarter ended April 30, 2017

    80,426     $ 0.27       80,426     $ 718  

Quarter ended July 31, 2017

    -     $ -       -     $ 718  

Quarter ended October 31, 2017

    8,607     $ 0.30       8,607     $ 715  

Quarter ended January 31, 2018 (a)

    536,058     $ 0.26       536,058     $ 576  

Quarter ended April 30, 2018 (a)

    178,526     $ 0.25       178,526     $ 531  

Quarter ended July 31, 2018 (a)

    25,277     $ 0.26       25,277     $ 525  

Quarter ended October 31, 2018 (a)

    480,805     $ 0.30       480,805     $ 381  

Quarter ended January 31, 2019 (a)

    186,727     $ 0.34       186,727     $ 317  

Total

    1,546,346     $ 0.28       1,546,346          

(a) These shares of common stock purchased were purchased through private transactions.

 

 

10. Capital Lease

 

The Company leases a hangar and office space under a long-term lease.

 

Included in land and building are the following assets held under capital lease:

   

January 31, 2019

 

Building

  $ 1,699  

Less accumulated depreciation

    3  

Total

  $ 1,696  

 

Future minimum lease payments for assets under capital leases at January 31, 2019 are as follows:

2020

  $ 93  

2021

    93  

2022

    93  

2023

    93  

2024

    93  

Thereafter

    4,159  

Total minimum lease payments

    4,624  

Less amount representing interest

    2,925  

Present value of net minimum lease payments

    1,699  

Less current maturities of capital lease obligation

    8  

Long-term capital lease obligation

  $ 1,691  

 

 
11. Contingency

 

On December 29, 2017, BHCMC, received a ruling from the Kansas Supreme Court in the Matter of the Appeal of BHCMC, LLC d/b/a Boot Hill Casino & Resort, concerning the request for refund for sales/use taxes paid for slot machines owned by the Kansas Lottery. The Kansas Department of Revenue appealed from a Board of Tax Appeals summary decision granting a compensating use tax refund to BHCMC. The Kansas Supreme Court addressed “whether such a tax can be imposed on Boot Hill (BHCMC) for electronic gaming machines it does not—and, under the law and its management agreement with Kansas Lottery, cannot—own”. The Court ruled that “Boot Hill did not exercise a right or power incident to ownership of personal property in order to be subject to a compensating use tax for that property.” Because BHCMC has not exercised such a power or right, the Court affirmed Board of Tax Appeals' refund decision and the ruling of the Kansas Court of Appeals panel decision. Management makes no assurances related to collection of, or the timeliness of, any actions realizing any direct monetary effects, if any, of the ruling. Therefore, the Company’s accounting of these sales/use tax refunds will be recognized as other income when payment is received from the State of Kansas.

 

For the nine months ended January 31, 2019, $2.0 million was reported as a refund of sales/use tax, including $385 in the three months ended January 31, 2019, in the consolidated statement of operations in connection with the above ruling.

 

 

12.  Subsequent Events:

 

The Company evaluated its January 31, 2019 financial statements for subsequent events through the filing date of this report. In February 2019, the Company purchased an aircraft for $2.9 million. The Company financed the purchase with a four year note for $2.3 million. The interest rate on the note is 6.25%. The Company is not aware of any other subsequent events that would require recognition or disclosure in the financial statements.

 

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

THROUGHOUT THIS ITEM 2 ALL NON TABULAR FINANCIAL RESULTS ARE PRESENTED IN THOUSANDS OF U.S. DOLLARS EXCEPT WHERE MILLIONS OF DOLLARS IS INDICATED.

 

Forward-Looking Statements

 

Statements made in this report, other reports and proxy statements filed with the Securities and Exchange Commission, communications to stockholders, press releases, and oral statements made by representatives of the Company that are not historical in nature, or that state the Company or management intentions, hopes, beliefs, expectations or predictions of the future, may constitute "forward-looking statements" within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements can often be identified by the use of forward-looking terminology, such as "could," "should," "will," "intended," "continue," "believe," "may," "expect," "hope," "anticipate," "goal," "forecast," "plan," "guidance" or "estimate" or the negative of these words, variations thereof or similar expressions. Forward-looking statements are not guarantees of future performance or results. They involve risks, uncertainties, and assumptions. It is important to note that any such performance and actual results, financial condition or business, could differ materially from those expressed in such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Item 1A (Risk Factors) of the Annual Report on Form 10-K for the fiscal year ended April 30, 2018, and elsewhere herein or in other reports filed with the SEC. Other unforeseen factors not identified herein could also have such an effect. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial condition or business over time.

 

The forward-looking statements in this report are only predictions and actual events or results may differ materially. In evaluating such statements, a number of risks, uncertainties and other factors could cause actual results, performance, financial condition, cash flows, prospects and opportunities to differ materially from those expressed in, or implied by, the forward-looking statements. These risks, uncertainties and other factors include those set forth in Item 1A (Risk Factors) of the Annual Report on Form 10-K for the fiscal year ended April 30, 2018, including the following factors:

 

 

extensive regulation across our industries;

 

evolving government regulations and law;

 

the geographic location of our casino;

 

customer concentration risk;

 

risks associated with the potential acquisition of land at the Boot Hill Casino;

 

industrial business cycles;

 

market competition;

 

marketability restrictions of our common stock;

 

stock dilution caused by the annual employer match to our 401(k) plan;

 

the possibility of a reverse-stock split;

 

executive officers are family members;

 

non-renewal of certain casino management contracts;

 

changes in regulations of financial reporting;

 

fluctuating fuel and energy costs;

 

fixed-price contracts;

 

development, production, testing and marketing of new products;

 

the stability of credit markets;

 

cyber-security threats;

 

acts of terrorism and war;

 

inclement weather and natural disasters;

 

loss of key personnel;

 

risks associated with international sales;

 

future acquisitions and investments;

 

change of control restrictions;

 

potential impairment losses;

 

extensive taxation;

 

Except as expressly required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this report.

Results of operations in any past period should not be considered indicative of the results to be expected for future periods. Fluctuations in operating results may also result in fluctuations in the price of the Company's common stock.

 

Investors should also be aware that while the Company, from time to time, communicates with securities analysts; it is against its policy to disclose any material non-public information or other confidential commercial information. Accordingly, shareholders should not assume that the Company agrees with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, the Company has a policy against issuing or confirming financial forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of Butler National Corporation.

 

10

 

Management Overview

 

Management is focused on increasing long-term shareholder value from increased cash generation, earnings growth, and prudently managing capital expenditures. We plan to do this by continuing to drive increased revenue from product and service innovations, strategic acquisitions, and targeted marketing programs.

 

We have two separate reporting segments: Aerospace Products and Professional Services. Aerospace Products and Professional Services do not share the same customers and suppliers and have substantially distinct businesses. The Aerospace Products operating segment provides products and services in the aerospace industry. Companies in Aerospace Products derive their revenue from system design, engineering, manufacturing, integration, installation, repairing, overhauling, servicing and distribution of aerostructures, avionics, aircraft components, accessories, subassemblies and systems. The Professional Services operating segment provides services in the gaming industry. Professional Services companies manage a gaming and entertainment facility and provide architectural and engineering services. These reporting segments operate through various subsidiaries and affiliates listed in the Company’s fiscal year 2018 Annual Report on Form 10-K.

 

 Aerospace Products. The Aerospace Products segment includes the manufacture, sale and service of electronic equipment and systems and technologies to enhance and support products related to aircraft. Additionally, we also operate several Federal Aviation Administration (the "FAA") Repair Stations. Companies in Aerospace Products concentrate on Learjets, Beechcraft King Air, Cessna turbine engine, Cessna multi-engine piston and Dassault Falcon 20 aircraft. Specifically, the design, distribution and support for products for older aircraft, or “Classic” aircraft are areas of focus for companies in Aerospace Products.

 

Products. The products that the companies within this group design, engineer, manufacture, integrate, install, repair and service include:

 

Aerial surveillance products

 

GARMIN GTN Global Position System Navigator with Communication Transceiver

         

Aerodynamic enhancement products

 

J.E.T autopilot products

         

Airspeed and altimeter systems

 

Load sharing systems and switching equipment

         

Avcon Fins

 

Noise suppression systems

         

ADS-B systems

 

Rate gyroscopes

         

Conversion of passenger configurations to cargo

 

Replacement vertical accelerometers

         

Cargo/sensor carrying pods

 

Transient suppression devices

         

Electronic navigation instruments, radios and transponders

 

Attitude heading reference systems

 

Modifications. The companies in Aerospace Products have authority pursuant to Supplemental Type Certificates (“STCs”) and Parts Manufacturer Approval (“PMA”), issued by the Federal Aviation Administration, to build required parts and subassemblies and to make applicable installations. Companies in Aerospace Products perform modifications in the aviation industry including:

 

Aerial photograph capabilities

 

Extended tip fuel tanks

         

Aerodynamic improvements

 

Radar systems

         

Avionics systems

 

Reduced vertical separation minimums

         

Cargo doors

 

Special mission modifications

         

Conversion from passenger to freighter configuration

 

Stability enhancements

         

Extended doors

 

Traffic collision avoidance systems

 

11

 

Special Mission Electronics. We supply defense-related, commercial off-the-shelf products to various commercial entities and government agencies and subcontractors in order to update or extend the useful life of aircraft with older components and technology. These products include:

 

Cabling

 

HangFire Override Modules

         

Electronic control systems

 

Test equipment

         

Gun Control Units for Apache and Blackhawk helicopters

 

Gun Control Units for land and sea based military vehicles

 

 

 

Professional Services. The Professional Services segment includes the management of gaming facilities and related dining and entertainment facilities in Kansas and Oklahoma. We currently manage a gaming and entertainment facility. Boot Hill Casino and Resort features approximately 640 slot machines and 20 table games. Companies in Professional Services also provide licensed architectural services, including commercial and industrial building design, and engineering services.

 

Boot Hill. BNSC, via BHCMC, LLC (“BHCMC”), a company in Professional Services, has managed The Boot Hill Casino and Resort in Dodge City, Kansas (“Boot Hill”) since 2009 pursuant to the Lottery Gaming Facility Management Contract, by and among BNSC, BHCMC and the Kansas Lottery, originally dated December 8, 2009, as subsequently amended (“Boot Hill Agreement”). As required by Kansas law, all games, gaming equipment and gaming operations at Boot Hill are owned and operated by the Kansas Lottery.

 

The Stables. Since 1998, Butler National Service Corporation, a company in Professional Services and our wholly-owned subsidiary, has managed a Modoc Tribe of Oklahoma owned casino known as The Stables Casino in Miami, Oklahoma (“The Stables”) pursuant to the Stables Management Agreement originally dated December 12, 1996 and approved by the NIGC on January 14, 1997 as subsequently amended (the “Stables Agreement”). Under the terms of the Stables Agreement, BNSC received twenty percent (20%) of the net profits from The Stables. The Stables Agreement expired on September 30, 2018, and was not renewed.

 

Architectural and Engineering Services. Companies in Professional Services provide licensed architectural, including commercial and industrial building design, and engineering services.

 

12

 

Results Overview

 

The nine months ending January 31, 2019 revenue increased 27% to $43.0 million compared to $33.8 million in the nine months ending January 31, 2018. In the nine months ending January 31, 2019 the professional services revenue was $23.4 million compared to $22.3 million in the nine months ending January 31, 2018, an increase of 5%. In the nine months ending January 31, 2019 the Aerospace Products revenue was $19.6 million compared to $11.5 million in the nine months ending January 31, 2018, an increase of 71%.

 

The nine months ending January 31, 2019 net income increased to $3.6 million compared to a net income of $342 in the nine months ending January 31, 2018.  The nine months ending January 31, 2019, operating income increased to $4.5 million, from an operating income of $1.4 million in the nine months ending January 31, 2018.

 

RESULTS OF OPERATIONS

 

NINE MONTHS ENDING JANUARY 31, 2019 COMPARED TO NINE MONTHS ENDING JANUARY 31, 2018

(dollars in thousands)

 

Nine

Months

Ended

January 31,

2019

   

Percent

of Total

Revenue

   

Nine

Months

Ended

January 31,

2018

   

Percent

of Total

Revenue

   

Percent

Change

2018-2019

 

Revenue:

                                       

Professional Services

  $ 23,423       54

%

  $ 22,340       66

%

    5

%

Aerospace Products

    19,570       46

%

    11,476       34

%

    71

%

Total revenue

    42,993       100

%

    33,816       100

%

    27

%

                                         

Costs and expenses:

                                       

Costs of Professional Services

    14,735       34

%

    14,344       42

%

    3

%

Cost of Aerospace Products

    12,102       28

%

    8,469       25

%

    43

%

Marketing and advertising

    3,056       7

%

    2,729       9

%

    12

%

Employee benefits

    1,518       3

%

    1,416       4

%

    7

%

Depreciation and amortization

    1,198       3

%

    1,344       4

%

    -11

%

General, administrative and other

    5,852       14

%

    4,112       12

%

    42

%

Total costs and expenses

    38,461       89

%

    32,414       96

%

    19

%

Operating income

  $ 4,532       11

%

  $ 1,402       4

%

    223

%

 

Revenue:

 

Revenue increased 27% to $43.0 million in the nine months ended January 31, 2019, compared to $33.8 million in the nine months ended January 31, 2018.

 

 

Professional Services derives its revenue from (a) professional management services in the gaming industry through Butler National Service Corporation ("BNSC") and BHCMC, LLC ("BHCMC"), and (b) professional architectural, engineering and management support services. Revenue from Professional Services increased 5% for the nine months to $23.4 million at January 31, 2019 compared to $22.3 million at January 31, 2018.

 

 

Aerospace Products derives its revenue by designing, engineering, manufacturing, installing, servicing and repairing products for classic and current production aircraft. Aerospace Products revenue increased 71% for the nine months to $19.6 million at January 31, 2019 compared to $11.5 million at January 31, 2018. The increase is primarily due to an increase in aircraft modification revenue of $3.8 million and an increase in avionics revenue of $4.3 million.

 

Costs and expenses:

 

Costs and expenses related to Professional Services and Aerospace Products include the cost of engineering, labor, materials, equipment utilization, control systems, security and occupancy.

 

Costs and expenses increased 19% in the nine months ended January 31, 2019 to $38.5 million compared to $32.4 million in the nine months ended January 31, 2018. Costs and expenses were 89% of total revenue in the nine months ended January 31, 2019, as compared to 96% of total revenue in the nine months ended January 31, 2018.

 

Costs of Professional Services increased 3% in the nine months ended January 31, 2019 to $14.7 million compared to $14.3 million in the nine months ended January 31, 2018. Costs were 34% of total revenue in the nine months ended January 31, 2019, as compared to 42% of total revenue in the nine months ended January 31, 2018.

 

13

 

Costs of Aerospace Products increased 43% in the nine months ended January 31, 2019 to $12.1 million compared to $8.5 million for the nine months ended January 31, 2018. Costs were 28% of total revenue in the nine months ended January 31, 2019, as compared to 25% of total revenue in the nine months ended January 31, 2018.

 

Marketing and advertising expenses increased 12% in the nine months ended January 31, 2019, to $3.1 million compared to $2.7 million in the nine months ended January 31, 2018. Expenses were 7% of total revenue in the nine months ended January 31, 2019, as compared to 9% of total revenue in the nine months ended January 31, 2018. Marketing and advertising expenses include advertising, sales and marketing labor, gaming development costs, and casino and product promotions.

 

Employee benefits expenses as a percent of total revenue was 3% in the nine months ended January 31, 2019, compared to 4% in the nine months ended January 31, 2018. These expenses increased 7% to $1.5 million in the nine months ended January 31, 2019, compared to $1.4 million in the nine months ended January 31, 2018. These expenses include the employers' share of all federal, state and local taxes, paid time off for vacation, holidays and illness, employee health and life insurance programs and employer matching contributions to retirement plans.

 

Depreciation and amortization expenses as a percent of total revenue was 3% in the nine months ended January 31, 2019, compared to 4% in the nine months ended January 31, 2018. These expenses decreased 11% to $1.2 million in the nine months ended January 31, 2019, from $1.3 million in the nine months ended January 31, 2018. These expenses include depreciation related to owned assets being depreciated over various useful lives and amortization of intangible items including the Kansas privilege fee related to the Boot Hill Casino being expensed over the term of the gaming contract with the State of Kansas. BHCMC, LLC depreciation and amortization expense for the nine months ended January 31, 2019 was $760 compared to $943 in the nine months ended January 31, 2018.

 

General, administrative and other expenses as a percent of total revenue was 14% in the nine months ended January 31, 2019, compared to 12% in the nine months ended January 31, 2018. These expenses increased 42% to $5.9 million in the nine months ended January 31, 2019, from $4.1 million in the nine months ended January 31, 2018.

 

Other income (expense):

 

Interest expense and other income were $1.8 million in the nine months ended January 31, 2019, compared with interest expense and other income of $(249) in the nine months ended January 31, 2018. Interest related to obligations of BHCMC, LLC was $(78) in the nine months ended January 31, 2019 compared to $(119) in the nine months ended January 31, 2018.

 

14

 

Operations by Segment

 

We have two operating segments, Professional Services and Aerospace Products. The Professional Services segment includes revenue contributions and expenditures associated with casino management services and professional architectural, engineering and management support services. Aerospace Products derives its revenue by designing, engineering, manufacturing, installing, servicing and repairing products for classic and current production aircraft.

 

The following table presents a summary of our operating segment information for the nine months ended January 31, 2019 and January 31, 2018:

 

(dollars in thousands)

 

Nine

Months

Ended

January 31,

2019

   

Percent

of Total

Revenue

   

Nine

Months

Ended

January 31,

2018

   

Percent

of Total

Revenue

   

Percent

Change

2018-2019

 

Professional Services

                                       

Revenue

                                       

Boot Hill Casino

  $ 23,151       99

%

  $ 22,009       99

%

    5

%

Management/Professional Services

    272       1

%

    331       1

%

    -18

%

Revenue

    23,423       100

%

    22,340       100

%

    5

%

                                         

Costs of Professional Services

    14,735       63

%

    14,344       64

%

    3

%

Expenses

    7,898       34

%

    6,873       31

%

    15

%

Total costs and expenses

    22,633       97

%

    21,217       95

%

    7

%

Professional Services operating income before noncontrolling interest in BHCMC, LLC

  $ 790       3

%

  $ 1,123       5

%

    -30

%

 

 

 

(dollars in thousands)

 

Nine

Months

Ended

January 31,

2019

   

Percent

of Total

Revenue

   

Nine

Months

Ended

January 31,

2018

   

Percent

of Total

Revenue

   

Percent

Change

2018-2019

 

Aerospace Products

                                       

Revenue

  $ 19,570       100

%

  $ 11,476       100

%

    71

%

                                         

Costs of Aerospace Products

    12,102       62

%

    8,469       74

%

    43

%

Expenses

    3,726       19

%

    2,728       24

%

    37

%

Total costs and expenses

    15,828       81

%

    11,197       98

%

    41

%

                                         

Aerospace Products operating income

  $ 3,742       19

%

  $ 279       2

%

    1241

%

 

 

Professional Services

 

 

Revenue from Professional Services increased 5% for the nine months ended January 31, 2019 to $23.4 million compared to $22.3 million for the nine months ended January 31, 2018.

In the nine months ended January 31, 2019 Boot Hill Casino received gross receipts for the State of Kansas of $30.6 million compared to $29.3 million for the nine months ended January 31, 2018. Mandated fees, taxes and distributions reduced gross receipts by $10.1 million resulting in gaming revenue of $20.5 million for the nine months ended January 31, 2019, compared to a reduction to gross receipts of $9.9 million resulting in gaming revenue of $19.4 million for the nine months ended January 31, 2018.  Non-gaming revenue at Boot Hill Casino increased 4% to $2.7 million for the nine months ended January 31, 2019, from $2.7 million for the nine months ended January 31, 2018.

The remaining management and Professional Services revenue includes professional management services in the gaming industry, and licensed architectural services.  Professional Services revenue excluding Boot Hill Casino decreased 19% to $272 for the nine months ended January 31, 2019, compared to $331 for the nine months ended January 31, 2018.

     

 

Costs of Professional Services increased 3% in the nine months ended January 31, 2019 to $14.7 million compared to $14.3 million in the nine months ended January 31, 2018. Costs were 63% of segment total revenue in the nine months ended January 31, 2019, as compared to 64% of segment total revenue in the nine months ended January 31, 2018.

     

 

Expenses increased 15% in the nine months ended January 31, 2019 to $7.9 million compared to $6.9 million in the nine months ended January 31, 2018. Expenses were 34% of segment total revenue in the nine months ended January 31, 2019, as compared to 31% of segment total revenue in the nine months ended January 31, 2018.

 

15

 

Aerospace Products

 

 

Revenue increased 71% to $19.6 million in the nine months ended January 31, 2019, compared to $11.5 million in the nine months ended January 31, 2018. The increase is primarily due to an increase in aircraft modification revenue of $3.8 million and an increase in avionics of $4.3 million. We have invested in the development of several STCs. These STCs are state of the art avionics and we are aggressively marketing both domestically and internationally.

     

 

Costs of Aerospace Products increased by 43% in the nine months ended January 31, 2019 to $12.1 million compared to $8.5 million for the nine months ended January 31, 2018.  Costs were 62% of segment total revenue in the nine months ended January 31, 2019, as compared to 74% of segment total revenue in the nine months ended January 31, 2018.

     

 

Expenses increased 37% in the nine months ended January 31, 2019 to $3.7 million compared to $2.7 million in the nine months ended January 31, 2018.  Expenses were 19% of segment total revenue in the nine months ended January 31, 2019, as compared to 24% of segment total revenue in the nine months ended January 31, 2018.

 

THIRD QUARTER FISCAL 2019 COMPARED TO THIRD QUARTER FISCAL 2018

(dollars in thousands)

 

Three

Months

Ended

January 31,

2019

   

Percent

of Total

Revenue

   

Three

Months

Ended

January 31,

2018

   

Percent

of Total

Revenue

   

Percent

Change

2018-2019

 

Revenue:

                                       

Professional Services

  $ 7,617       53

%

  $ 7,559       69

%

    1

%

Aerospace Products

    6,675       47

%

    3,451       31

%

    93

%

Total revenue

    14,292       100

%

    11,010       100

%

    30

%

                                         

Costs and expenses:

                                       

Costs of Professional Services

    4,996       35

%

    4,747       43

%

    5

%

Cost of Aerospace Products

    3,642       25

%

    2,636       24

%

    38

%

Marketing and advertising

    1,021       7

%

    920       9

%

    11

%

Employee benefits

    532       4

%

    480       4

%

    11

%

Depreciation and amortization

    415       3

%

    362       3

%

    15

%

General, administrative and other

    1,873       13

%

    1,426       13

%

    31

%

Total costs and expenses

    12,479       87

%

    10,571       96

%

    18

%

Operating income

  $ 1,813       13

%

    439       4

%

    313

%

 

Revenue:

 

Revenue increased 30% to $14.3 million in the three months ended January 31, 2019, compared to $11.0 million in the three months ended January 31, 2018.

 

 

Professional Services derives its revenue from (a) professional management services in the gaming industry through Butler National Service Corporation ("BNSC") and BHCMC, LLC ("BHCMC"), and (b) professional architectural, engineering and management support services. Revenue from Professional Services increased 1% for the three months to $7.6 million at January 31, 2019 compared to $7.6 million at January 31, 2018.

 

 

Aerospace Products derives its revenue by designing, engineering, manufacturing, installing, servicing and repairing products for classic and current production aircraft. Aerospace Products revenue increased 93% for the three months to $6.7 million at January 31, 2019 compared to $3.5 million at January 31, 2018. The increase is primarily due to an increase in aircraft modification revenue of $1.7 million and an increase in avionics revenue of $1.5 million.

 

16

 

Costs and expenses:

 

Costs and expenses related to Professional Services and Aerospace Products include the cost of engineering, labor, materials, equipment utilization, control systems, security and occupancy.

 

Costs and expenses increased 18% in the three months ended January 31, 2019 to $12.5 million compared to $10.6 million in the three months ended January 31, 2018. Costs and expenses were 87% of total revenue in the three months ended January 31, 2019, as compared to 96% of total revenue in the three months ended January 31, 2018.

 

Costs of Professional Services increased 5% in the three months ended January 31, 2019 to $5.0 million compared to $4.7 million in the three months ended January 31, 2018. Costs were 35% of total revenue in the three months ended January 31, 2019, as compared to 43% of total revenue in the three months ended January 31, 2018.

 

Costs of Aerospace Products increased 38% in the three months ended January 31, 2019 to $3.6 million compared to $2.6 million for the three months ended January 31, 2018. Costs were 25% of total revenue in the three months ended January 31, 2019, as compared to 24% of total revenue in the three months ended January 31, 2018.

 

Marketing and advertising expenses increased 11% in the three months ended January 31, 2019, to $1.0 million compared to $920 in the three months ended January 31, 2018. Expenses were 7% of total revenue in the three months ended January 31, 2019, as compared to 9% of total revenue in the three months ended January 31, 2018. Marketing and advertising expenses include advertising, sales and marketing labor, gaming development costs, and casino and product promotions.

 

Employee benefits expenses as a percent of total revenue was 4% in the three months ended January 31, 2019, compared to 4% in the three months ended January 31, 2018. These expenses increased 11% to $532 in the three months ended January 31, 2019, from $480 in the three months ended January 31, 2018. These expenses include the employers' share of all federal, state and local taxes, paid time off for vacation, holidays and illness, employee health and life insurance programs and employer matching contributions to retirement plans.

 

Depreciation and amortization expenses as a percent of total revenue was 3% in the three months ended January 31, 2019, compared to 3% in the three months ended January 31, 2018. These expenses increased 15% to $415 in the three months ended January 31, 2019, from $362 in the three months ended January 31, 2018. These expenses include depreciation related to owned assets being depreciated over various useful lives and amortization of intangible items including the Kansas privilege fee related to the Boot Hill Casino being expensed over the term of the gaming contract with the State of Kansas. BHCMC, LLC depreciation and amortization expense for the three months ended January 31, 2019 was $265 compared to $229 in the three months ended January 31, 2018.

 

General, administrative and other expenses as a percent of total revenue was 13% in the three months ended January 31, 2019, compared to 13% in the three months ended January 31, 2018. These expenses increased 31% to $1.9 million in the three months ended January 31, 2019, from $1.4 million in the three months ended January 31, 2018.

 

Other income (expense):

 

Interest Expense and other income were $341 in the three months ended January 31, 2019, compared with interest expense and other income of $(82) in the three months ended January 31, 2018. Interest related to obligations of BHCMC, LLC was $(22) in the three months ended January 31, 2019 compared to $(37) in the three months ended January 31, 2018. 

 

17

 

Operations by Segment

 

We have two operating segments, Professional Services and Aerospace Products. The Professional Services segment includes revenue contributions and expenditures associated with casino management services and professional architectural, engineering and management support services. Aerospace Products derives its revenue by designing, engineering, manufacturing, installing, servicing and repairing products for classic and current production aircraft.

 

The following table presents a summary of our operating segment information for the three months ended January 31, 2019 and January 31, 2018:

 

(dollars in thousands)

 

Three

Months

Ended

January 31,

2019

   

Percent

of Total

Revenue

   

Three

Months

Ended

January 31,

2018

   

Percent

of Total

Revenue

   

Percent

Change

2018-2019

 

Professional Services

                                       

Revenue

                                       

Boot Hill Casino

  $ 7,564       99

%

  $ 7,483       99

%

    1

%

Management/Professional Services

    53       1

%

    76       1

%

    -30

%

Revenue

    7,617       100

%

    7,559       100

%

    1

%

                                         

Costs of Professional Services

    4,996       65

%

    4,747       63

%

    5

%

Expenses

    2,420       32

%

    2,256       30

%

    7

%

Total costs and expenses

    7,416       97

%

    7,003       93

%

    6

%

Professional Services operating income before noncontrolling interest in BHCMC, LLC

  $ 201       3

%

  $ 556       7

%

    -64

%

 

(dollars in thousands)

 

Three

Months

Ended

January 31,

2019

   

Percent

of Total

Revenue

   

Three

Months

Ended

January 31,

2018

   

Percent

of Total

Revenue

   

Percent

Change

2018-2019

 

Aerospace Products

                                       

Revenue

  $ 6,675       100

%

  $ 3,451       100

%

    93

%

                                         

Costs of Aerospace Products

    3,642       55

%

    2,636       76

%

    38

%

Expenses

    1,421       21

%

    932       27

%

    52

%

Total costs and expenses

    5,063       76

%

    3,568       103

%

    42

%

                                         

Aerospace Products operating income (loss)

  $ 1,612       24

%

  $ (117

)

    -3

%

    N/A

 

 

Professional Services

 

 

Revenue from Professional Services increased 1% for the three months ended January 31, 2019 to $7.6 million compared to $7.6 million for the three months ended January 31, 2018.

In the three months ended January 31, 2019 Boot Hill Casino received gross receipts for the State of Kansas of $10.0 million compared to $10.0 million for the three months ended January 31, 2018. Mandated fees, taxes and distributions reduced gross receipts by $3.4 million resulting in gaming revenue of $6.6 million for the three months ended January 31, 2019, compared to a reduction to gross receipts of $3.4 million resulting in gaming revenue of $6.6 million for the three months ended January 31, 2018.  Non-gaming revenue at Boot Hill Casino increased to $935 for the three months ended January 31, 2019, compared to $872 for the three months ended January 31, 2018.

The remaining management and Professional Services revenue includes professional management services in the gaming industry, and licensed architectural services.  Professional Services revenue excluding Boot Hill Casino decreased 30% to $53 for the three months ended January 31, 2019, compared to $76 for the three months ended January 31, 2018.

     

 

Costs of Professional Services increased 5% in the three months ended January 31, 2019 to $5.0 million compared to $4.7 million in the three months ended January 31, 2018. Costs were 65% of segment total revenue in the three months ended January 31, 2019, as compared to 63% of segment total revenue in the three months ended January 31, 2018.

     

 

Expenses increased 7% in the three months ended January 31, 2019 to $2.4 million compared to $2.3 million in the three months ended January 31, 2018. Expenses were 32% of segment total revenue in the three months ended January 31, 2019, as compared to 30% of segment total revenue in the three months ended January 31, 2018.

 

18

 

Aerospace Products

 

 

Revenue increased 93% to $6.7 million in the three months ended January 31, 2019, compared to $3.5 million in the three months ended January 31, 2018. The increase is primarily due to an increase in aircraft modification revenue of $1.7 million and an increase in avionics revenue of $1.5 million. We have invested in the development of several STCs. These STCs are state of the art avionics and we are aggressively marketing both domestically and internationally.

     

 

Costs of Aerospace Products increased 38% in the three months ended January 31, 2019 to $3.6 million compared to $2.6 million for the three months ended January 31, 2018.  Costs were 55% of segment total revenue in the three months ended January 31, 2019, as compared to 76% of segment total revenue in the three months ended January 31, 2018.

     

 

Expenses increased 52% in the three months ended January 31, 2019 to $1.4 million compared to $932 in the three months ended January 31, 2018.  Expenses were 21% of segment total revenue in the three months ended January 31, 2019, as compared to 27% of segment total revenue in the three months ended January 31, 2018.

 

Employees

 

Other than persons employed by our gaming subsidiaries there were 101 full time and 3 part time employees on January 31, 2019, compared to 90 full time and 3 part time employees on January 31, 2018. As of March 8, 2019, staffing is 101 full time and 3 part time employees. Our staffing at Boot Hill Casino & Resort on January 31, 2019 was 185 full time and 62 part time employees compared to 174 full time and 72 part time employees on January 31, 2018. At March 8, 2019 there were 184 full time and 69 part time employees. None of the employees are subject to any collective bargaining agreements.

 

Liquidity and Capital Resources

 

We believe that our current banks will provide the necessary capital for our business operations. However, we continue to maintain contact with other banks that have an interest in funding our working capital needs to continue our growth in operations in fiscal 2019 and beyond.

 

The ownership structure of BHCMC, LLC is now:

 

Membership Interest

 

Members of

Board of

Managers

   

Equity

Ownership

   

Income

(Loss)

Sharing

 

Class A

    3       20%       40%  

Class B

    4       80%       60%  

 

Our wholly owned subsidiary, Butler National Service Corporation continues friendly discussions with the other member of BHCMC, LLC to explore the possible acquisition by Butler National Service Corporation of the other member's 20% equity interest in BHCMC, LLC.   If and when a definitive agreement is reached, such definitive agreement and a press release concerning the acquisition will be issued to describe the terms of the agreement and the intentions of the members.   We have not set a definitive timetable for our discussions and there can be no assurances that the process will result in any transaction being announced or completed.  At present there is no disagreement between the members of BHCMC, LLC.   We do not plan to disclose or comment on developments until further disclosure is deemed appropriate.

  

BHCMC, LLC, rents the casino building under the terms of a 25 year lease from BHC Development L.C. ("BHCD"). Butler National Service Corporation continues friendly discussions with BHC Development L.C. to explore the possible acquisition by Butler National Service Corporation of the casino building and related land. If and when a definitive agreement is reached, such definitive agreement and press release concerning the acquisition will be issued to describe the terms of the agreement and the intentions of the members. Butler National Corporation, its management, and its subsidiaries have no ownership interest in BHCI or BHCD.
 

19

 

Analysis and Discussion of Cash Flow

 

During the nine months ended January 31, 2019 our cash position increased by $1.5 million. Net income was $5.0 million for the nine months ended January 31, 2019. Cash flows provided by operating activities was $7.5 million for the nine months ended January 31, 2019. For the nine months ended January 31, 2019, non-cash activities consisting of depreciation and amortization provided $2.4 million. Customer deposits increased our cash position by $1.9 million while inventories decreased our cash position by $1.5 million. Accounts receivable decreased our cash position by $668. A decrease in income tax receivable increased our cash position by $219. Gaming facility mandated payments decreased our cash position by $244. Prepaid expenses and other assets decreased our cash by $431. A decrease in accounts payable and an increase in accrued expenses and other current liabilities increased our cash by an additional $879.

 

Cash used in investing activities was $1.5 million for the nine months ended January 31, 2019. We invested $36 in building additions, $199 to purchase equipment, $707 in furniture and fixtures and $557 to develop and enhance STCs.

 

Cash used in financing activities was $4.5 million for the nine months ended January 31, 2019. We made repayments on our debt of $1.2 million and decreased promissory notes by $2.4 million.  We made a distribution to our non-controlling member of $720, and purchased company common stock of $214 and placed such stock in treasury.

 

Critical Accounting Policies and Estimates:

 

We believe that there are several accounting policies that are critical to understanding our historical and future performance, as these policies affect the reported amount of revenue and other significant areas involving management judgments and estimates. These significant accounting policies relate to revenue recognition, the use of estimates, long-lived assets, and Supplemental Type Certificates. These policies and our procedures related to these policies are described in detail below and under specific areas within this "Management's Discussion and Analysis of Financial Condition and Results of Operations."

 

Revenue Recognition: See footnote 3 to the condensed consolidated financial statements.

  

Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Future events and their effects cannot be determined with certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates, and any such differences may be material to our financial statements.

 

Significant estimates include assumptions about collection of accounts receivable, inventory obsolescence, the valuation of long-lived assets, including the STC’s, valuation for deferred tax assets and useful life of fixed and other long-term assets.

  

Long-lived Assets: The Company accounts for its long-lived assets in accordance with ASC Topic 360-10, "Accounting for the Impairment or Disposal of Long-Lived Assets." ASC Topic 360-10 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and fair value or disposable value.

  

Supplemental Type Certificates: Supplemental Type Certificates (STCs) are authorizations granted by the Federal Aviation Administration (FAA) for specific modification of a certain aircraft. The STC authorizes us to perform modifications, installations, and assemblies on applicable customer-owned aircraft. Costs incurred to obtain STCs are capitalized and subsequently amortized over a seven year life. The legal life of an STC is indefinite.

 

Changing Prices and Inflation

 

We have experienced upward pressure from inflation in fiscal year 2019. From fiscal year 2018 to fiscal year 2019 a majority of the increases we experienced were in material costs. This additional cost may not be transferable to our customers resulting in lower income in the future. We anticipate fuel costs and possibly interest rates to rise in fiscal 2019 and 2020.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

20

 

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting Company as defined by Rule 12b-2 under the Securities Exchange Act of 1934, and are not required to provide the information required under this item.

 

Item 4.  CONTROLS AND PROCEDURES

 

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms. Our principal executive and financial officers have evaluated our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q and have determined that such disclosure controls and procedures are effective, based on criteria in the Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

 

Evaluation of disclosure controls and procedures: Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

 

In connection with the preparation of this Form 10-Q, our Chief Executive Officer and our Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2019. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of January 31, 2019.

 

Internal Control Over Financial Reporting

 

Limitations on Controls

 

Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 

Changes in Internal Control Over Financial Reporting: In our opinion there were no changes in the Company's internal control over financial reporting during the three months ended January 31, 2019 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

 

21

 

PART II.  OTHER INFORMATION

Item 1.

 

LEGAL PROCEEDINGS.

 

 

As of January 31, 2019, there are no significant known legal proceedings pending against us. We consider all such unknown proceedings, if any, to be ordinary litigation incident to the character of the business. We believe that the resolution of any claims will not, individually or in the aggregate, have a material adverse effect on the financial position, results of operations, or liquidity of the Company.

 

Item 1A.

 

RISK FACTORS.

 

 

There are no material changes to the risk factors disclosed under Item 1A of our Form 10-K for the fiscal year ended April 30, 2018.

 

Item 2.

 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

  The table below provides information with respect to common stock purchases by the Company during the third fiscal quarter of 2019.

Period

 

Total Number

of Shares

Purchased (a)

   

Average

Price Paid

per Share

   

Total Number of Shares

Purchased as Part of Publicly

Announced Plans or Programs

   

Approximate Dollar Value of

Shares That May Yet Be

Purchased Under the Plans or

Programs (b)

November 1, 2018 - November 30, 2018

    -     $ -       -     $ 381,000  

December 1, 2018 – December 31, 2018

    -     $ -       -     $ 381,000  

January 1, 2019 - January 31, 2019

    186,727     $ 0.34       186,727     $ 317,000  

Total

    186,727     $ 0.34       186,727          

 

 

(a) All of the 186,727 shares of common stock purchased were purchased through private transactions

(b) Our Board of Directors authorized the repurchase of shares of Butler National common stock in the open market or otherwise, at an aggregate purchase price of $750,000. The timing and amount of any share repurchases will be determined by Butler National's management based on market conditions and other factors. The program is currently authorized through May 1, 2019.

 

Item 3.

 

DEFAULTS UPON SENIOR SECURITIES.

 

 

None.

 

 

 

Item 4.

 

MINE SAFETY DISCLOSURES.

 

 

Not applicable.

 

 

 

Item 5.

 

OTHER INFORMATION.

 

 

Based upon the Company’s discussions with shareholders related to the 2016 Equity Incentive Plan, the Compensation Committee of the board sought input from the Committee’s independent compensation consultant on compensation practices, including the use of the 2016 Equity Incentive Plan. Consequently, the Company believes the Committee will issue significant awards to eligible employees in early calendar 2019 from the 2016 Equity Incentive Plan. The Company intends to announce the issuance of such awards pursuant to a Current Report on Form 8-K at the appropriate time.

 

Item 6.

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 3.2 of our Form 10-Q filed on March 14, 2013.

     

 

4.1

Rights Agreement, dated August 2, 2011, by and between Butler National Corporation and UMB Bank, N.A., as Rights Agent, which includes the form of Certificate of Designations, setting forth the terms of the Series C Participating Preferred Stock, par value $5.00 per share, as Exhibit A, the form of Right Certificate as Exhibit B and the summary of the rights as Exhibit C.

 

 

 

 

31.1

Certificate of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a).

 

 

 

 

31.2

Certificate of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a).

 

 

 

 

32.1

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

 

 

 

 

32.2

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

 

 

 

 

99.1

Investor Presentation for the 2018 Annual Meeting of Shareholders of Butler National Corporation, which is incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K dated October 11, 2018.

 

 

 

 

101

The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 2019, formatted in XBRL (Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of January 31, 2019 and April 30, 2018, (ii) Condensed Consolidated Statements of Operations for the three months ended January 31, 2019 and 2018 and nine months ended January 31, 2019 and 2018, (iii) Condensed Consolidated Statements of Cash Flows for the nine months ended January 31, 2019 and 2018, and (iv) the Notes to Consolidated Financial Statements, with detail tagging.

 

22

 

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 15, 2019

/s/ Clark D. Stewart

Date

Clark D. Stewart

 

(President and Chief Executive Officer)

 

 

March 15, 2019

/s/ Tad M. McMahon

Date

Tad M. McMahon

 

(Chief Financial Officer)

 

23

 

Exhibit Index

 

Exhibit

Number

Description of Exhibit

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 3.2 of our Form 10-Q filed on

March 14, 2013.

 

 

4.1

Rights Agreement, dated August 2, 2011, by and between Butler National Corporation and UMB Bank, N.A., as Rights Agent, incorporated by reference to Exhibit 4.1 of our 10-Q filed on December 13, 2017

 

 

31.1

Certificate of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a).

 

 

31.2

Certificate of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a).

 

 

32.1

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

 

 

32.2

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

 

 

99.1

Investor Presentation for the 2018 Annual Meeting of Shareholders of Butler National Corporation, which is incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K dated October 11, 2018.

 

 

101

The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 2019, formatted in XBRL (Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of January 31, 2019 and April 30, 2018, (ii) Condensed Consolidated Statements of Operations for the three months ended January 31, 2019 and 2018 and nine months ended January 31, 2019 and 2018, (iii) Condensed Consolidated Statements of Cash Flows for the nine months ended January 31, 2019 and 2018, and (iv) the Notes to Consolidated Financial Statements, with detail tagging.

 

24