BUTLER NATIONAL CORP - Quarter Report: 2004 January (Form 10-Q)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

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FORM 10-Q
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(Mark One)
X

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

For the quarter ended January 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 January 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 March 5, 2004 was 39,205,147 shares.

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

INDEX

PART I.

FINANCIAL INFORMATION:

PAGE NO.

Consolidated Balance Sheets - January 31, 2004 and April 30, 2003

3

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

4

Consolidated Statements of Income - Nine Months ended January 31, 2004 and 2003

5

Consolidated Statements of Cash Flows - Nine Months ended January 31, 2004 and 2003

6

Notes to Consolidated Financial Statements

7

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

8-9

Item 3 Quantitative & Qualitative

9

Item 4 Controls and Procedures

9

PART II.

Other Information

10

Signatures

11-13

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED

Jan. 31,

2004

2003

(unaudited)

(unaudited)

NET SALES

$

2,626,047

$

1,805,995

COST OF SALES

1,674,543

987,258

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

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

951,504

818,737

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

732,094

652,719

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

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

OPERATING INCOME (LOSS)

219,410

166,018

OTHER INCOME (EXPENSE):

Interest expense

(41,874)

(37,361)

Interest revenue

-

11,510

Other

360

(577)

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

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

Other expense

(41,514)

(26,428)

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES

177,896

139,590

PROVISION FOR INCOME TAXES

950

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

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

NET INCOME (LOSS)

$

177,896

$

139,590

=========

=========

BASIC EARNINGS (LOSS) PER COMMON SHARE

$

0.00

$

0.00

=========

=========

Shares used in per share calculation

38,613,390

37,765,941

DILUTED EARNINGS (LOSS) PER COMMON SHARE

$

0.00

$

0.00

=========

=========

Shares used in per share calculation

50,237,790

45,034,763

The accompanying notes are an integral part of these statements.

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

NINE MONTHS ENDED

Jan. 31,

2004

2003

(unaudited)

(unaudited)

NET SALES

$

7,013,130

$

4,579,549

COST OF SALES

4,374,539

2,632,422

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

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

2,638,591

1,947,127

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

2,049,443

1,812,196

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

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

OPERATING INCOME (LOSS)

589,148

134,931

OTHER INCOME (EXPENSE):

Interest expense

(110,289)

(133,882)

Interest revenue

4,724

45,872

Other

360

(536)

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

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

Other expense

(105,205)

(88,546)

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES

483,943

46,385

PROVISION FOR INCOME TAXES

-

11,000

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

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

NET INCOME (LOSS)

$

483,943

$

46,385

=========

=========

BASIC EARNINGS (LOSS) PER COMMON SHARE:

$

0.01

$

0.00

=========

=========

Shares used in per share calculation

38,613,390

37,765,941

DILUTED EARNINGS (LOSS) PER COMMON SHARE

$

0.01

$

0.00

=========

=========

Shares used in per share calculation

50,237,790

45,034,763

The accompanying notes are an integral part of these statements.

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the annual report on Form 10-K dated April 30, 2003. In the opinion of the management of the Company, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. Operating results for the three months and nine months ended January 31, 2004 are not indicative of the results of operations that may be expected for the year ending April 30, 2004.

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

2. Indian Gaming: The Company is advancing funds for the establishment of Indian gaming. These funds have been capitalized in accordance with Statements of Financial Accounting Standards (SFAS) 67 "Accounting for Costs and Initial Rental Operations of Real Estate Projects." Such standard requires costs associated with the acquisition, development, and construction of real estate and real estate related projects to be capitalized as part of that project. The realization of these advances is predicated on the ability of the Company and their Indian gaming clients to successfully open and operate the proposed casinos. There is no assurance that the Company will be successful. The inability of the Company to recover these advances could have a material adverse effect on the Company's financial position and results of operations.

Advances to the tribes and for gaming developments are capitalized and recorded as receivables from the tribes. These receivables, shown as Advances for Indian Gaming Development on the balance sheet, represent costs to be reimbursed to the Company pending approval of Indian gaming in several locations. The Company has agreements in place which require payments to be made to the Company for the respective projects upon opening of Indian gaming facilities. Once gaming facilities have gained proper approvals, the Company will enter into note receivable arrangements with the tribe to secure reimbursement of advanced funds to the Company for the particular project. The Company currently has one note receivable shown as Note Receivable from Indian Gaming Development on the balance sheet.

Reserves are recorded for Indian Gaming Development costs that cannot be determined whether reimbursement from the Tribes will occur. We have agreements with the Tribes to be reimbursed for all costs incurred to develop gaming when the facilities are constructed and opened. Because the Stables represents the only operations opened, there is uncertainty as to whether reimbursement on all remaining costs that have been reserved will occur. It is the Company's policy therefore, to reduce the respective reserves as reimbursement from the Tribes is collected.

The Company has capitalized approximately $4,816,322 and $4,693,749 at January 31, 2004 and April 30, 2003 respectively, related to the development of Indian gaming facilities. Reserves of $2,808,452 were established for potentially unreimburseable costs. In the opinion of management, the net advances will be recoverable through the gaming activities. Current economic projections for the gaming activities indicate adequate future cash flows to recover the advances. In the event the Company and its Indian clients are unsuccessful in establishing such operations, these net recorded advances will be recovered through the liquidation of the associated assets. The Company has title to land purchased for Indian gaming. These tracts, currently owned by the Company, could be sold to recover costs in the projects.

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

4. Research and Development: The Company charges to operations research and development costs. The amount charged in the quarters ended January 31, 2004 and 2003 were approximately $314,118 and $255,516 respectively. The amount charged for the nine months ended January 31, 2004 and 2003 were $1,043,125 and $863,402 respectively.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Management Services: Management consulting and professional services sales for the nine months ended January 31, 2004 were $347,378 compared to $228,169 in the comparable period of the preceding year, an increase of 52%.

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, graphic representation, engineering and construction management.

Selling, General and Administrative (SG&A): Expenses in the nine months ended January 31, 2004, were $2,049,443 or (29%) of sales compared to $1,812,196 or (40%) of sales for the nine months ended January 31, 2003, an increase of $237,247 or 13%.

Other Income (Expense): Interest expense for the nine months ended January 31, 2004, decreased $23,592 from $133,382 in the first nine months of the prior year to $110,289. The company continues to use its line of credit to maintain operations.

The Company employed 68 at January 31, 2004, and 55 at January 31, 2003.

EARNINGS

The Company recorded income of $483,943 in the nine months ended January 31, 2004. This is comparable to a profit of $46,385 in the nine months ended January 31, 2003. Income (Loss) per share is $0.01 and $0.00 for the nine months ending January 31, 2004, and January 31, 2003, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Borrowed funds have been used primarily for working capital. Bank (Industrial State Bank) debt related to the Company's operating line was $145,463 at January 31, 2004, and was $366,887 at January 31, 2003.

The Company's unused line of credit was approximately $354,537 as of January 31, 2004 and approximately $133,113 as of January 31, 2003. The interest rate on the Company's line of credit is prime plus two, as of March 5, 2004, the interest rate is 7.0%.

The Company plans to continue using the promissory notes payable to fund working capital. The promissory notes range from one hundred eighty days to three hundred sixty five days. The Company believes the extensions will continue and does not anticipate the repayment of these notes in fiscal 2004. The extension of the promissory notes-payable is consistent with prior years. If the Bank were to demand repayment of the notes payable the Company currently does not have enough cash to pay off the notes without materially adversely affecting the financial condition of the Company.

The Company does not, as of January 31, 2004, have any material commitments for other capital expenditures other than the terms of the Indian gaming Management Agreements. Depending upon the development schedules, the Company will need additional funds to complete its currently planned Indian gaming opportunities. The Company will use current cash available as well as additional funds, for the start up and construction of gaming facilities. The Company anticipates initially obtaining these funds from internally generated working capital and borrowings. After a few gaming facilities become operational, gaming operations will generate additional working capital for the start up and construction of other gaming facilities. The Company expects that its start up and construction financing of gaming facilities will be replaced by other financial lenders, long term financing through debt issue, or equity issues.

FORWARD LOOKING INFORMATION

The information set forth below includes "forward-looking" information as outlined in the Private Securities Litigation Reform Act of 1995. The Cautionary Statements, filed by the Company as Exhibit 99 to its Form 10-K, are incorporated herein by reference and you are specifically referred to such Cautionary Statements for a discussion of factors which could affect the Company's operations and forward-looking statements contained herein.

Part 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.

PART II.
OTHER INFORMATION

Responses to items 1, 3, and 5 are omitted since these items are either inapplicable or the response thereto would be negative.

Item 2.

Changes in Securities.

The Company issued 466,000 shares of common stock related to the exercise of conversion options.

Item 4.

Submission of Matters to Vote of Security Holders.

The Company held the annual meeting of shareholders on January 27, 2004. The following items were submitted to and approved by the shareholders.

Election of Directors: Randal W. Wagoner, Clark D. Stewart, William E. Logan, William A. Griffith and David B. Hayden.

The ratification of the selection of Weaver & Martin LLC as auditors for the fiscal year ending April 30, 2004.

Amendment of the Bylaws of Butler National Corporation to require staggered election of the members of the Board of Directors of the Company
.

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 the Company's Form DEF 14A filed on December 26, 2001.

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

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, 2003.

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

The Company agrees to file with the Commission any agreement or instrument not filed as an exhibit upon the request of the Commission.

(B) Reports on Form 8-K.
The Company reported on December 10, 2003 on Form 8-K under Items 5 and 7, that it issued a press release regarding the announcement that their environmental services/sales subsidiary, Butler National Services, Inc. "BNS", Fort Lauderdale, Florida, received a contract extension from the City of North Lauderdale, Florida for maintenance and management of the city's wastewater pumping stations.

The Company reported on December 12, 2003 on Form 8-K under Items 7 and 12, that it issued a press release regarding the filing of their Quarterly Report for the quarter ending October 31, 2003, on Form 10-Q pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

The Company reported on January 28, 2004 on Form 8-K under Items 5 and 7, that it issued a press release regarding the announcement that Kalitta Charters selected Avcon Industries, Inc. a wholly-owned subsidiary of Butler National Corporation, to provide the turn-key RVSM solution for its fleet of 12 Learjet 20 series aircraft.

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 11, 2004
Date

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

March 11, 2004
Date

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

CERTIFICATIONS

I, Clark D. Stewart, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Butler National Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly represent in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 11, 2004

/s/ Clark D. Stewart
Clark D. Stewart
President and CEO

CERTIFICATIONS

I, Angela D. Seba, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Butler National Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly represent in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 11, 2004

/s/ Angela D. Seba
Angela D. Seba
Chief Financial Officer