UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||
FORM 10-K | ||
(Mark One) |
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For the fiscal year endedApril 30, 2010 | ||
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the transition period from __________ to __________. | ||
Commission File Number0-1678 | ||
BUTLER NATIONAL CORPORATION | ||
Kansas | 41-0834293 | |
19920 West 161st Street, Olathe, Kansas 66062 | ||
Registrant's telephone number, including area code:(913) 780-9595 | ||
Securities registered pursuant to Section 12(b) of the Act:None | ||
Securities registered pursuant to Section 12(g) of the Act: | ||
Common Stock $.01 Par Value | ||
Indicate by check if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | ||
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] | ||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. | ||
Indicate by check mark whether the registrant is a shell company. Yes [ ] No [X] | ||
The number of shares outstanding of the registrant's common stock, $0.01 par value, as of July 16, 2010, was56,562,698 shares. | ||
DOCUMENTS INCORPORATED BY REFERENCE: NONE | ||
This Form 10-K consists of 76 pages (including exhibits). The index to exhibits is set forth on pages 39-41. |
PART I | |||||||||
Item 1. BUSINESS | |||||||||
Forward Looking Information | |||||||||
The information set forth below includes "forward-looking" information and is subject to the Risk Factors as outlined in the Private Securities Litigation Reform Act of 1995. The Risk Factors listed under Item 1A of this Form 10-K , and the Cautionary Statements, filed by us as Exhibit 99 to this Form 10-K, are incorporated herein by reference, and you are specifically referred to such Risk Factors and Cautionary Statements for a discussion of factors which could affect our operations and forward-looking statements contained herein. | |||||||||
General | |||||||||
Butler National Corporation (the "Company" or "BNC") is a Kansas corporation formed in 1960, with corporate headquarters at 19920 West 161st Street, Olathe, Kansas 66062. | |||||||||
Current Activities.Our current product lines and services include: | |||||||||
Aircraft Modifications - principally includes the modification of customer and company owned business-size aircraft from passenger to freighter configuration, addition of aerial photography capability, and stability enhancing modifications for Learjet, Beechcraft, Cessna, and Dassault Falcon aircraft along with other specialized modifications. We provide these services through our subsidiary, Avcon Industries, Inc. ("Aircraft Modifications" or "Avcon"). In March 2008, Butler National Corporation, through its subsidiary Avcon Industries, Inc. acquired the JET autopilot product line for the Classic Learjets. The Company plans a transition of the acquisition to continue the service and support of all customers operating the JET autopilot and related equipment in the near future. In the interim period the company has extended an agreement for transition services until the FAA approves the new circuit boards. | |||||||||
Assets as of April 30, 2010 and Revenue for the year ended April 30, 2010. | |||||||||
Industry Segment | Assets | Revenue | |||||||
Aircraft Modifications | 20.33% | 41.4% | |||||||
Avionics | 14.42% | 16.9% | |||||||
Gaming | 26.72% | 30.7% | |||||||
Monitoring Services | 3.24% | 4.9% | |||||||
Corporate / Professional Services | 35.29% | 6.1% | |||||||
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Regulation Under Federal Aviation Administration: Our Avionics and Aircraft Modifications segments are subject to regulation by the Federal Aviation Administration ("FAA"). We manufacture products and parts under FAA Parts Manufacturing Authority (PMA) requiring qualification and traceability of all materials and vendors used by us. We make aircraft modifications pursuant to the authority granted by Supplemental Type Certificates issued by the FAA. We repair aircraft parts pursuant to the authority granted by our FAA Authorized Repair Station. Violation or changes to FAA regulations could be detrimental to our operation in these business segments. | |||||||||
Financial Information about Industry Segments | |||||||||
Information with respect to our industry segments are found at Note 10 of Notes to Consolidated Financial Statements for the three year period ended April 30, 2010. | |||||||||
Narrative Description of Business | |||||||||
Avcon modifies business-type aircraft in Newton, Kansas. The modifications include aircraft conversion from passenger to freighter configuration, addition of aerial photography capability, stability enhancing modifications for Learjets, and other special mission modifications. Avcon offers avionics, aerodynamic, and stability improvement products for selected business jet aircraft. Avcon makes these modifications to customer-owned aircraft and Company owned aircraft for resale. | |||||||||
The Aircraft Modifications business derives its ability to modify aircraft from the authority granted to it by the Federal Aviation Administration ("FAA"). The FAA grants this authority by issuing a Supplemental Type Certificate ("STC") after a detailed review of the design, engineering, and functional documentation, and demonstrated flight evaluation of the modified aircraft. The STC authorizes Avcon to build the required parts and assemblies under FAA Parts Manufacturing Authority ("PMA"), and to make the installations on applicable aircraft. Avionics Classic Aviation Products: Our mission is to provide and support economical products for older aircraft, often referred to as "Classic" aircraft. As a result of more than 40 years in the aircraft switching unit business, we recognize the potential to support many aircraft in the last half of their expected service life. The business mission of the company promotes us as a designer and supplier of "Classic Aviation Products". A part of the Classic products are directed to supporting safety of flight for the older aircraft. Gaming BNSC is engaged in the business of providing management services to Indian tribes in connection with the Indian Gaming Regulatory Act of 1988. We have three management agreements; however, the performance of these agreements is contingent upon, and subject to approval by the Secretary of Interior, Bureau of Indian Affairs, National Indian Gaming Commission, and the appropriate state, if required. Also, we have signed consulting engagement letters with two tribes to study and develop plans for Indian gaming. Services SCADA Systems and Monitoring Services: BNS is engaged in the sale of monitoring and control equipment and the sale of monitoring services for water and wastewater remote pumping stations through electronic surveillance by radio or telephone. BNS contracts with government and private owners of water and wastewater pumping stations to provide both monitoring and preventive maintenance services for our customers. A high percentage of BNS business comes from municipally owned pumping stations. BNS is currently soliciting business only in Florida. While we have exposure to competitive forces in the monitoring and preventive maintenance business, management believes the competition is limited in the Florida area. Corporate Corporate / Professional Services: We provide licensed architectural services through BCS Design, Inc. These services include commercial and industrial building design. We have expanded this segment to include aviation-related engineering consulting services and operate as the Butler National Aircraft Certification Center. | |||||||||
Backlog: Our backlog as of April 30, 2010, 2009, and 2008, was as follows: | |||||||||
Industry Segment | 2010 | 2009 | 2008 | ||||||
Aircraft Modifications | $ 4,189,653 | $ 6,018,620 | $ 3,629,343 | ||||||
Avionics | 2,039,510 | 4,067,592 | 3,504,013 | ||||||
Services - Monitoring Services | 1,192,481 | 967,671 | 1,205,191 | ||||||
Corporate / Professional Services | 50,000 | 143,444 | 211,351 | ||||||
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Total backlog | $7,471,644 | $11,197,327 | $8,549,898 | ||||||
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Item 2. PROPERTIES | |||||||||
Corporate:Our corporate headquarters are located in a 9,000 square foot owned facility for office and storage space at 19920 West 161st Street, in Olathe, Kansas. | |||||||||
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The management agreement with the Miami Tribe of Oklahoma concerning the Maria Christiana Miami Reserve No. 35 that has been the subject of litigation since 1996 may be resubmitted to the National Indian Gaming Commission for approval. We cannot reliably predict the outcome of any further submissions to the NIGC or possible subsequent litigation. | |||||||||
Item 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS |
PART II | ||||||||||
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. | ||||||||||
COMMON STOCK (BUKS): | ||||||||||
(a)Market Information: We were initially listed in the national over-the-counter market in 1969, under the symbol "BUTL." Effective June 8, 1992, the symbol was changed to 'BLNL.' On February 24, 1994, we were listed on the NASDAQ Small Cap Market under the symbol "BUKS." Our common stock was delisted from the small cap category effective January 20, 1999 and is now quoted in the over-the-counter (OTCBB) category. Approximately eighteen (18) market makers offer and trade the stock. | ||||||||||
Year Ended | Year Ended | |||||||||
Low | High | Low | High | |||||||
First Quarter | $ | .190 | $ | .440 | $ | .350 | $ | .580 | ||
Second Quarter | $ | .210 | $ | .380 | $ | .210 | $ | .550 | ||
Third Quarter | $ | .260 | $ | .450 | $ | .180 | $ | .330 | ||
Fourth Quarter | $ | .330 | $ | .480 | $ | .130 | $ | .240 |
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | ||||||||||||||||
The table below provides information about our other financial instruments that are sensitive to changes in interest rates including debt obligations. | ||||||||||||||||
Expected Maturity Date | ||||||||||||||||
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Assets | ||||||||||||||||
Note receivable: | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
Variable rate |
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Liabilities | ||||||||||||||||
Promissory Notes | $ | 70 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 70 | $ | 70 |
Long-term debt: | $ | 1,488 | $ | 1,167 | $ | 2,267 | $ | 464 | $ | 342 | $ | 64 | $ | 5,793 | $ | 5,793 |
Variable rate |
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Interest Payments | ||||||||||||||||
Est. Interest Payments: | $ | 97 | $ | 82 | $ | 87 | $ | 37 | $ | 27 | $ | 6 | $ | 336 | ||
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | ||||||||||||||||
The Financial Statements of the Registrant are set forth on pages 44 through 65 of this report. | ||||||||||||||||
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | ||||||||||||||||
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Item 9A. 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 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-K and have determined that such disclosure controls and procedures are effective, based on criteria in Internal Control-Integrated Framework, issued by COSO. |
PART III |
Qualifications and Skills of Directors: The Company believes that its Board as a whole should encompass a range of talent, skill, diversity, and expertise enabling it to provide sound guidance with respect to the Company's operations and interests. In addition to considering a candidate's background and accomplishments, candidates are reviewed in the context of the current composition of the Board and the evolving needs of our businesses. |
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Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT | |||||||
Name of Nominee andDirector, Age and Term | Served |
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Clark D. Stewart | 1989 | President of the Company from September 1, 1989 to present. | |||||
R. Warren Wagoner | 1986 | Chairman of the Board of Directors of the Company since August 30, 1989. | |||||
David B. Hayden | 1996 | Co-owner and President of Kings Avionics, Inc. since 1974. Director since 1996. | |||||
Bradley K. Hoffman | 2010 | Regional Manager of ISG Technology, Inc. in Kansas City, Kansas since 2005. Director since June 9, 2010. | |||||
Michael J. Tamburelli | 2010 | General Manager of the Isle of Capri Kansas City, Missouri 2004-2008, General Manager Boot Hill Casino & Resort 2009-2010, General Manager of Cherokee National Casino, West Siloam Springs, Oklahoma since 2010. Director since May 1, 2010. | |||||
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R. Warren Wagoner | 58 | Chairman of the Board of Directors | |||||
Clark D. Stewart | 70 | President and Chief Executive Officer | |||||
Christopher J. Reedy | 44 | Vice President and Secretary | |||||
Angela D. Shinabargar | 46 | Chief Financial Officer | |||||
R. Warren Wagoner was General Manager, Am-Tech Metal Fabrications, Inc. from 1982 to 1987. From 1987 to 1989, Mr. Wagoner was President of Stelco, Inc. Mr. Wagoner was Sales Manager for Yamazen Machine Tool, Inc. from March 1992 to March 1994. Mr. Wagoner was President of the Company from July 26, 1989, to September 1, 1989. He became Chairman of the Board of the Company on August 30, 1989. | |||||||
Clark D. Stewart was President of Tradewind Industries, Inc., a manufacturing company, from 1979 to 1985. From 1986 to 1989, Mr. Stewart was Executive Vice President of RO Corporation. In 1980, Mr. Stewart became President of Tradewind Systems, Inc. He became President of the Company in September 1989. | |||||||
Christopher J. Reedy worked for Colantuono & Associates, LLC from 1997 to 2000 in the area of aviation, general business and employment counseling, and from 1995 to 1997 with the Polsinelli, White firm. He was involved in aviation product development and sales with Bendix/King, a division of Allied Signal, Inc. from 1988 through 1993. Mr. Reedy joined the Company in November 2000. | |||||||
Angela D. Shinabargar was the controller of A&M products, a subsidiary of First Brands Corporation from 1995 to 1998. From 1998 to 2000 Ms. Shinabargar was a Senior Business Systems Analyst for Black & Veatch of Kansas, the largest privately held engineering firm in the United States. Ms. Shinabargar was the CFO of Peerless Products, Inc. a manufacturer of customized windows from 2000 to 2001. Ms. Shinabargar joined the Company in October 2001. | |||||||
Directorships Held within the Past Five Years: | |||||||
Current Directorships: | |||||||
Name | Company | Date(s) of Directorship | |||||
Clark D. Stewart | Butler National Corporation | Since 1989 | |||||
R. Warren Wagoner | Butler National Corporation | Since 1986 | |||||
David B. Hayden | Butler National Corporation | Since 1996 | |||||
Michael J. Tamburelli | Butler National Corporation | Since June 9, 2010 | |||||
Bradley K. Hoffman | Butler National Corporation | Since May 1, 2010 | |||||
Past Directorships: | |||||||
Clark D. Stewart | None | ||||||
R. Warren Wagoner | None | ||||||
David B. Hayden | None | ||||||
Michael J. Tamburelli | None | ||||||
Bradley K. Hoffman | None | ||||||
Legal Proceedings Involving a Director or Executive Officer | |||||||
During the past ten years no director or officer has been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding, exclusive of traffic violations. | |||||||
Section 16(a) Beneficial Ownership Reporting Compliance | |||||||
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Company pursuant to Rule 16(a)-3(e) during the most recent fiscal year and Form 5 and amendments thereto furnished to the Company with respect to the most recent fiscal year, the Company believes that no person who at any time during the fiscal year was a director, officer, beneficial owner of more than 10% of any class of equity securities registered pursuant to Section 12 of the Exchange Act failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year or prior fiscal years. | |||||||
Audit Committee and Audit Committee Expert of the Company | |||||||
The current members of the Audit Committee are Mr. David B. Hayden, Mr. Bradley K. Hoffman, and Mr. Tad McMahon. Mr. Hoffman is an independent member under the Nasdaq listing standards. The Audit Committee met five times during fiscal year 2010, excluding actions by unanimous written consent. | |||||||
Item 11. EXECUTIVE COMPENSATION
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Base Salary | Described in detail in separate paragraph above titled Base Salary. | ||||||
Annual and Semiannual Incentive Cash Payments | Paid as discretionary cash bonuses to individual employees for outstanding performance of a task. | ||||||
Equity Grants | Since 2003 we have elected not to award equity grants. | ||||||
Employee Stock Purchase Plan | Any employee may purchase the Company stock at the fair market value at the date of purchase without broker or issue fees. The stock is restricted and not considered a stock reward. We have the 1981 Employee Stock Purchase plan. No shares have been purchased under this plan since 1988. | ||||||
Retirement Benefits | We pay the required federal and state retirement contributions, the required unemployment contributions and match the employee's contribution to their account in the Butler National Corporation 401(k) plan. | ||||||
Health and Welfare Benefits | Employees electing to participate in the various insurance plans offered by the Company receive a payment for a share of the health, dental, vision and life insurance costs for the employee. |
Grant Date Fair Value of Stock Option Awards | |||
The following table summarizes compensation paid to non-employee directors during fiscal year 2010. We did not pay any cash compensation to our non-employee directors in fiscal year 2010. | |||
Name | Stock Awards ($)(1) | ||
David B. Hayden | 0 | ||
Michael J. Tamburelli | 0 | ||
Bradley K. Hoffman | 0 | ||
Material Adverse Effect of Compensation Policies and Procedures | |||
The Compensation Committee regularly reviews the Company's compensation policies and practices, including the risks created by the Company's compensation plans. In addition, the Company also conducted a review of its compensation plans and related risks to the Company. The Company reviewed its analysis with the Compensation Committee, and the Compensation Committee concluded that the compensation plans reflected the appropriate compensation goals and philosophies. Based on this review and analysis, the Company has concluded that any risks arising from its employee compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. | |||
Performance Measures and Decision-Making Process for Fiscal Year 2010 | |||
Mr. David B. Hayden | Mr. R. Warren Wagoner | ||
Mr. Clark D. Stewart | Mr. Bradley K. Hoffman (effective June 9, 2010) | ||
Mr. Michael J. Tamburelli (effective May 1, 2010) | |||
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Summary Compensation Table | |||||||||||||||||||||||||
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Name | YR | Salary |
| Stock Awards | Option Awards and Stock Appreciation Rights | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings($) | All Other | Total ($)(2) | ||||||||||||||||
Clark D. Stewart, CEO | 10 | 419,391 | --- | --- | --- | --- | --- | 39,412 | 506,459 | ||||||||||||||||
R. Warren Wagoner | 10 | 248,719 | --- | --- | --- | --- | --- | 24,233 | 272,952 | ||||||||||||||||
Christopher J. Reedy | 10 | 192,542 | --- | --- | --- | --- | --- | 22,378 | 214,920 | ||||||||||||||||
Angela D. Shinabargar | 10 | 133,380 | 10,000 | --- | --- | --- | --- | 8,916 | 152,296 | ||||||||||||||||
Name | Year | Airplane and Automobile Usage | Health Benefits | Memberships | Matching Contributions to 401(k) (3) | ||||||||||||||||||||
Clark D. Stewart | 2010 | 7,200 | 8,076 | 9,435 | 14,700 | ||||||||||||||||||||
R. Warren Wagoner | 2010 | --- | 9,730 | --- | 14,503 | ||||||||||||||||||||
Christopher J. Reedy | 2010 | --- | 4,463 | 6,686 | 11,229 | ||||||||||||||||||||
Angela D. Shinabargar | 2010 | --- | 537 | --- | 8,378 | ||||||||||||||||||||
(1) All Other Compensation includes the amounts in the tables above. |
OPTION GRANTS, EXERCISES AND HOLDINGS | ||||
No options were granted to any named executive officer in the last fiscal year. | ||||
The following table provides information with respect to the named executive officers concerning options exercised and unexercised options held as of the end of the our last fiscal year: | ||||
Aggregated Option Exercises in Last Fiscal Year | ||||
| Value of Unexercised | |||
| Number of Shares Acquired | Value | Exercisable/ | Exercisable/ |
Clark D. Stewart, |
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R. Warren Wagoner, |
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Christopher J. Reedy, |
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Angela D. Shinabargar, |
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David B. Hayden, |
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The unexercised options at April 30, 2010 listed in the table above have an exercise price of $0.90 and will expire on December 31, 2010. | ||||
COMPENSATION OF DIRECTORS | ||||
Each non-officer director is entitled to a director's fee of $100 for meetings of the Board of Directors which he attends. Officer-directors are not entitled to receive fees for attendance at meetings. | ||||
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL | ||||
On April 30, 2001, the Company extended the Employment Agreement through August 31, 2006 with Clark D. Stewart under the terms of which Mr. Stewart was employed as the President and Chief Executive Officer of the Company. On February 24, 2009 the Company extended the Employment Agreement with Mr. Stewart with the terms as currently provided including annual increases of 5% through December 31, 2020. In the event Mr. Stewart is terminated from employment with the Company other than "for cause," Mr. Stewart shall receive as severance pay an amount equal to the unpaid salary for the remainder of the term of the Employment Agreement. Mr. Stewart is also granted an automobile allowance of $600 per month which is reported by us as Salary Expense and to Mr. Stewart as Wages. Under the terms of the Employment Agreement with Mr. Stewart, the Company is obligated to pay company related expenses and salary. Included in accrued liabilities are $33,148 and $99,057 as of April 30, 2010, and 2009 respec tively for amounts owed to our CEO for accrued compensation. |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION |
The Compensation Committee of the Board of Directors is comprised of Mr. Wagoner, Chairman of the Board, Mr. Stewart, CEO, President and Board member, and Mr. Hayden, Board member, Mr. Tamburelli (effective May 1, 2010) and Mr. Hoffman (effective June 9, 2010).The company does not employ the use of any compensation consultants in determining or recommending the amount or form of executive and director compensation. |
In the normal course of business, we purchased modifications services and avionics of approximately $88,142, $74,442, and $89,398 from a company partially owned by David Hayden, a director for the Company during fiscal 2010, 2009, and 2008 respectively. |
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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | |||||||
The following table sets forth, with respect to the Company common stock (the only class of voting securities), the only persons known to be beneficial owners of more than five percent (5%) of any class of the Company voting securities as of July 16, 2010. | |||||||
Name and Address of | Amount and Nature of | Percent | |||||
Clark D. Stewart | 4,017,592(2) | 7.1% | |||||
(1) Unless otherwise indicated by footnote, nature of beneficial ownership of securities is direct, and beneficial ownership as shown in the table arises from sole voting power and sole investment power. The beneficial ownership includes the shares held in the Butler National 401(k) Profit Sharing Plan for the benefit of the individual. | |||||||
The following table sets forth as of April 30, 2010, with respect to the Company common stock (the only class of voting securities), (i) shares beneficially owned by all directors and named executive officers of the Company, and (ii) total shares beneficially owned by directors and officers as a group, as of April 30, 2010. | |||||||
| Amount and Nature of | Percent of Class | |||||
David B. Hayden | 1,357,225 | 2.4% | |||||
Christopher J. Reedy | 693,729 | 1.2% | |||||
Clark D. Stewart | 4,017,592 | (2) | 7.1% | ||||
R. Warren Wagoner | 3,882,729 | (3) | 6.9% | ||||
Angela D. Shinabargar | 314,922 | 0.6% | |||||
Bradley K. Hoffman | 0 | 0 | |||||
Michael J. Tamburelli | 0 | 0 | |||||
All Directors and Executive Officers as a Group (7 persons) | 10,266,197 | (4) | 18.3% | ||||
(1) Unless otherwise indicated by footnote, nature of beneficial ownership of securities is direct and beneficial ownership as shown in the table arises from sole voting power and sole investment power. |
Equity Compensation Plan Information | |||||||||
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a)) | ||||||
(a) | (b) | (c) | |||||||
Equity compensation plans approved by stockholders | 1,071,834 | $ | .9000 | 6,037,229 | (1) | ||||
Equity compensation plans not approved by stockholders | 0 | 0 | 0 | ||||||
Total | 1,224,834 | $ | .8000 | 6,037,229 | |||||
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Period | Total Number of Shares Purchased | Average Price Paid per Share | Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased under the Plans or Programs | ||||||
(a) | (b) | (c) | |||||||
May 1, 2009 through April 30, 2010 | 0 | 0 | 0 | ||||||
Total | 0 | $ | 0 | 0 | |||||
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | |||||||||
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES | |||||||||
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Audit fees (a) | $86,450 | $82,850 | |||||||
(a) Includes fees billed for professional services rendered in connection with the audit of the annual financial statements and for the review of the quarterly financial statements. | |||||||||
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PART IV | ||
(a) Documents Filed As Part of Form 10-K Report. | ||
(1)Financial Statements: | ||
Description | Page No. | |
Report of Independent Registered Public Accounting Firm | 43 | |
Consolidated Balance Sheets as of April 30, 2010 and 2009 | 44 | |
Consolidated Statement of Operations for the years ended April 30, 2010, 2009, and 2008 | 45 | |
Consolidated Statements of Stockholders' Equity for the years ended April 30, 2010, 2009, and 2008 | 46 | |
Consolidated Statements of Cash Flows for the years ended April 30, 2010, 2009, and 2008 | 47 | |
Notes to Consolidated Financial Statements | 48-65 | |
(2)Financial Statement Schedules |
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Schedule | Description | Page No. | |
II. | Valuation and Qualifying Accounts and Reserves for the years ended April 30, 2010, 2009, and 2008 | 65 | |
All other financial statements and schedules not listed have been omitted because the required information is inapplicable or the information is presented in the financial statements or related notes. | |||
(3)Exhibits Index: | |||
No. | Description | Page No. | |
3.1 | Articles of Incorporation, as amended and restated, are incorporated by reference to Exhibit 3.1 of our Form DEF 14A filed on December 26, 2001. | * | |
3.2 | Bylaws, as amended, are incorporated by reference to Exhibit A of our Form DEF 14A filed on December 15, 2003. | * | |
4.1 | Certificate of Rights and Preferences of $100 Class A Preferred Shares of the Company, are incorporated by reference to Exhibit 4.1 of our Form 10-K/A, as amended, for the year ended April 30, 1994. | * | |
4.2 | Certificate to Set Forth Designations, Preferences and Rights of Series C Participating Preferred Stock of the Company, are incorporated by reference to Exhibit 1 of our Form 8-A (12G) filed on December 7, 1998. | * | |
10.1 | 1989 Nonqualified Stock Option Plan is incorporated by reference to our Form 8-K filed on September 1, 1989 and as amended on Exhibit 4(a) of our Form S-8 filed on February 20, 1998. | * | |
10.2 | Nonqualified Stock Option Agreement dated September 8, 1989 between the Company and Clark D. Stewart is incorporated by reference to our Form 8-K filed on September 1, 1989. | * | |
10.3 | Agreement dated March 10, 1989 between the Company and Woodson Electronics, Inc. is incorporated by reference to our Form 10-K for the fiscal year ended April 30, 1989. | * | |
10.4 | Agreement of Stockholder to Sell Stock dated January 1, 1992, is incorporated by reference to our Form 8-K filed on January 15, 1992. | * | |
10.5 | Private Placement of Common Stock pursuant to Regulation D, dated December 15, 1993, is incorporated by reference to our Form 8-K filed on January 24, 1994. | * | |
10.6 | Stock Acquisition Agreement of RFI dated April 21, 1994, is incorporated by reference to our Form 8-K filed on July 21, 1994. | * | |
10.7 | Employment Agreement between the Company and Brenda Lee Shadwick dated July 6, 1994, are incorporated by reference to Exhibit 10.7 of our Form 10-K/A, as amended, for the year ended April 30, 1994.* | * | |
10.8 | Employment Agreement between the Company and Clark D. Stewart dated March 17, 1994, are incorporated by reference to Exhibit 10.8 of our Form 10-K/A, as amended, for the year ended April 30, 1994.* | * | |
10.9 | Employment Agreement among the Company, R.F., Inc. and Marvin J. Eisenbath dated April 22, 1994, are incorporated by reference to Exhibit 10.9 of our Form 10-K/A, as amended, for the year ended April 30, 1994.* | * | |
10.10 | Real Estate Contract for Deed and Escrow Agreement between Wade Farms, Inc. and the Company, are incorporated by reference to Exhibit 10.10 of our Form 10-K/A, as amended, for the year ended April 30, 1994. | * | |
10.11 | 1993 Nonqualified Stock Option Plan, are incorporated by reference to Exhibit 10.11 of our Form 10-K/A, as amended, for the year ended April 30, 1994 and as amended on Exhibit 4(a) of our Form S-8 filed on February 20, 1998. | * | |
10.12 | 1993 Nonqualified Stock Option Plan II, are incorporated by reference to Exhibit 10.12 of our Form 10-K/A, as amended, for the year ended April 30, 1994 and as amended on Exhibit 4(a) of our Form S-8 filed on February 20, 1998. | * | |
10.13 | Industrial State Bank principal amount of $500,000 revolving credit line, as amended, are incorporated by reference to Exhibit 10.13 of our Form 10-K/A, as amended, for the year ended April 30, 1994. | * | |
10.14 | Bank IV guaranty for $250,000 dated October 14, 1994, are incorporated by reference to Exhibit 10.14 of our Form 10-K/A, as amended, for the year ended April 30, 1994. | * | |
10.15 | Bank IV loan in principal amount of $300,000 dated December 30, 1993, are incorporated by Reference to Exhibit 10.15 of our Form 10-K/A, as amended, for the year ended April 30, 1994. | * | |
10.16 | Letter of Intent to acquire certain assets of Woodson Electronics, Inc., is incorporated by reference to Exhibit 10.16 of our Form 10-K, as amended for the year ended April 30, 1995. | * | |
10.17 | Asset Purchase Agreement between the Company and Woodson Electronics, Inc. dated May 1, 1996, is incorporated by reference to Exhibit 10.17 of our Form 10-K, as amended for the year ended April 30, 1996. | * | |
10.18 | Non-Exclusive Consulting, Non-Disclosure and Non-Compete agreement with Thomas E. Woodson dated May 1, 1996, is incorporated by reference to Exhibit 10.18 of our Form 10-K, as amended for the year ended April 30, 1996. | * | |
10.19 | 1995 Nonqualified Stock Option Plan dated December 1, 1995, is incorporated by reference to Exhibit 10.19 of our Form 10-K, as amended for the year ended April 30, 1996 and as amended on Exhibit 4(a) of our Form S-8 filed on February 20, 1998. | * | |
10.20 | Settlement Agreement and Release - Marvin J. Eisenbath and the Company dated April 30, 1997, is incorporated by reference to Exhibit 10.20 of our Form 10-K, as amended for the year ended April 30, 1997. | * | |
10.21 | Settlement Agreement and Release - Brenda Shadwick and the Company dated May 1, 1997, is incorporated by reference to Exhibit 10.21 of our Form 10-K, as amended for the year ended April 30, 1997. | * | |
10.22 | Preferred Stock Purchase Rights and Rights Agreement dated October 26, 1998 between the Company and Norwest Bank Minnesota are incorporated by reference to Exhibit 4(a) of our Form 8-A filed on December 7, 1998. | * | |
14 | Standards of Business Conduct and Ethics, incorporated by reference to Exhibit 14 of the Company's Form 10-K for the year ended April 30, 2008. | * | |
21 | List of Subsidiaries. | 66 | |
23.1 | Consent of Independent Public Accountants. | 67 | |
99 | Cautionary Statement for Purpose of the "Safe Harbor" Provisions of the Private Securities Reform Act of 1995. | 68-72 | |
31.1 | Certificate pursuant to 18 U.S.C 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 73 | |
31.2 | Certificate pursuant to 18 U.S.C 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 74 | |
32.1 | Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | 75 | |
32.2 | Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | 76 | |
* Relates to executive officer employment compensation. | |||
|
SIGNATURES | ||
Pursuant to the requirements of Section 13 or 15(d) 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. | ||
July 28, 2010 | ||
BUTLER NATIONAL CORPORATION | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated: | ||
Signature | Title | Date |
/s/ Clark D. Stewart | President, Chief Executive Officer and Director (Principal Executive Officer) | July 28, 2010 |
/s/ R. Warren Wagoner | Chairman of the Board and Director | July 28, 2010 |
/s/ David B. Hayden | Director | July 28, 2010 |
/s/ Angela D. Shinabargar | Chief Financial Officer | July 28, 2010 |
Report of Independent Registered Public Accounting Firm Stockholders and Directors |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||
FOR THE YEARS ENDED APRIL 30, 2010, 2009 AND 2008 | |||||||||||||||
2010 | 2009 | 2008 | |||||||||||||
REVENUE | |||||||||||||||
Aircraft / Modifications | $ | 13,486,358 | $ | 11,713,497 | $ | 8,646,562 | |||||||||
Avionics / Defense | 5,497,407 | 2,255,776 | 5,024,781 | ||||||||||||
Management / Professional Services | 5,278,900 | 4,123,815 | 3,975,222 | ||||||||||||
Gaming - Boot Hill | 8,314,043 | - | - | ||||||||||||
------------------- | ------------------- | ------------------- | |||||||||||||
Net Revenue | 32,576,708 | 18,093,088 | 17,646,565 | ||||||||||||
COST OF SALES | |||||||||||||||
Aircraft / Modifications | 9,046,653 | 8,444,622 | 6,084,283 | ||||||||||||
Avionics / Defense | 2,447,289 | 1,135,310 | 2,362,073 | ||||||||||||
Management / Professional Services | 2,380,572 | 1,921,804 | 1,653,894 | ||||||||||||
Gaming - Boot Hill | 2,320,007 | -- | - | ||||||||||||
------------------- | ------------------- | ------------------- | |||||||||||||
Total Cost of Sales | 16,194,521 | 11,501,736 | 10,100,250 | ||||||||||||
------------------- | -------------------- | --------------------- | |||||||||||||
GROSS PROFIT | 16,382,187 | 6,591,352 | 7,546,315 | ||||||||||||
OPERATING EXPENSES MARKETING, GENERAL & ADMINISTRATIVE | 11,222,100 | 4,759,470 | 5,343,755 | ||||||||||||
IMPAIRMENT OF INDIAN ADVANCES | 1,259,091 | - | - | ||||||||||||
LOSS ON RETIREMENT OF AIRCRAFT | 1,053,681 | - | - | ||||||||||||
GAIN ON SALE OF LAND | (496,433) | - | - | ||||||||||||
------------------- | ------------------- | ------------------- | |||||||||||||
OPERATING INCOME | 3,343,748 | 1,831,882 | 2,202,560 | ||||||||||||
OTHER INCOME (EXPENSE) | |||||||||||||||
Interest Expense | (455,827) | (504,829) | (639,732) | ||||||||||||
Other | 12,372 | 7,407 | 72,172 | ||||||||||||
------------------- | ----------------- | ------------------- | |||||||||||||
|
Other Income (Expense) |
|
|
|
(443,455) | (497,422) | (567,560) | ||||||||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 2,900,293 | 1,334,460 | 1,635,000 | ||||||||||||
INCOME TAX EXPENSE | |||||||||||||||
Deferred Income Tax Benefit | (1,226,000) | - | - | ||||||||||||
Income Tax Expense | 1,235,293 | 505,146 | 360,522 | ||||||||||||
------------------- | ----------------- | ----------------- | |||||||||||||
Total Income Tax Expense (Benefit) | 9,293 | 505,146 | 360,522 | ||||||||||||
------------------- | ----------------- | ----------------- | |||||||||||||
NET INCOME BEFORE MINORITY INTEREST | 2,891,000 | 829,314 | 1,274,478 | ||||||||||||
MINORITY INTEREST GAMING - BOOT HILL | (874) | ||||||||||||||
------------------- | ----------------- | ----------------- | |||||||||||||
NET INCOME | $ | 2,890,126 | $ | 829,314 | $ | 1,274,478 | |||||||||
=========== | ========== | ========== | |||||||||||||
BASIC EARNINGS PER COMMON SHARE | $ | 0.05 | $ | 0.02 | $ | 0.02 | |||||||||
========== | ========== | ========== | |||||||||||||
Shares used in per share calculation | 55,398,581 | 54,864,138 | 53,815,092 | ||||||||||||
========== | ========== | ========== | |||||||||||||
DILUTED EARNINGS PER COMMON SHARE | $ | 0.05 | $ | 0.02 | $ | 0.02 | |||||||||
========== | ========== | ========== | |||||||||||||
Shares used in per share calculation | 55,502,899 | 54,934,092 | 53,928,434 | ||||||||||||
========== | ========== | ========== | |||||||||||||
The accompanying notes are an integral part of these financial statements |
BUTLER NATIONAL CORPORATION AND SUBSIDIARIES | ||||||||||||||||||||||||
Common Stock | Common Stock Owed but | Capital Contributed in Excess of Par |
|
|
| Total Stockholders' Equity | ||||||||||||||||||
BALANCE, April 30, 2007 | $ | 538,247 | $ | 5,877 | $ | 10,817,792 | $ | (732,000) | $ | $ | 17,715 | $ | 10,647,631 | |||||||||||
Issuance of stock owed from prior period | 3,091 | (3,091) | - | - | - | - | - | |||||||||||||||||
Issuance of stock Benefit Plan | 9,573 | - | 258,446 | - | - | - | 268,019 | |||||||||||||||||
Net income | - | - | - | - | - | 1,274,478 | 1,274,478 | |||||||||||||||||
-------------------- | -------------------- | -------------------- | -------------------- | -------------------- | -------------------- | -------------------- | ||||||||||||||||||
BALANCE, April 30, 2008 | $ | 550,911 | $ | 2,786 | $ | 11,076,238 | $ | (732,000) | $ | $ | 1,292,193 | $ | 12,190,128 | |||||||||||
Issuance of stock owed from prior period | ||||||||||||||||||||||||
Issuance of stock Benefit Plan | 9,059 | - | 190,244 | - | - | - | 199,303 | |||||||||||||||||
Net income | 829,314 | 829,314 | ||||||||||||||||||||||
-------------------- | -------------------- | -------------------- | -------------------- | -------------------- | -------------------- | -------------------- | ||||||||||||||||||
BALANCE, April 30, 2009 | $ | 559,970 | $ | 2,786 | $ | 11,266,482 | $ | (732,000) | $ | - | $ | 2,121,507 | $ | 13,218,745 | ||||||||||
Issuance of stock owed from prior period | ||||||||||||||||||||||||
Issuance of stock Benefit Plan | 5,657 | - | 192,327 | - | - | - | 197,984 | |||||||||||||||||
Net income | - | - | - | - | 874 | 2,890,126 | 2,891,000 | |||||||||||||||||
-------------------- | -------------------- | -------------------- | -------------------- | -------------------- | -------------------- | -------------------- | ||||||||||||||||||
BALANCE, April 30, 2010 | $ | 565,627 | $ | 2,786 | $ | 11,458,809 | $ | (732,000) | $ | 874 | $ | 5,011,633 | $ | 16,307,729 | ||||||||||
=========== | =========== | =========== | =========== | =========== | =========== | =========== | ||||||||||||||||||
The accompanying notes are an integral part of these financial statements. |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||||||||||||||||
FOR THE YEARS ENDED APRIL 30, 2010, 2009, AND 2008 | |||||||||||||||||||||||||
2010 | 2009 | 2008 | |||||||||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||||||||||||||||
Net income | $ | 2,891,000 | $ | 829,314 | $ | 1,274,478 | |||||||||||||||||||
Adjustments to reconcile net income (loss) to net cash | |||||||||||||||||||||||||
provided by (used in) operations - | |||||||||||||||||||||||||
Depreciation and amortization | 942,192 | 391,826 | 160,933 | ||||||||||||||||||||||
Impairment of fixed assets | - | 111,963 | 302,537 | ||||||||||||||||||||||
Amortization (Supplemental Type Certificates) | 98,064 | 184,898 | 258,156 | ||||||||||||||||||||||
Provision for obsolete inventories | 130,209 | 605,760 | 20,130 | ||||||||||||||||||||||
Stock issued for benefit plan | 197,984 | 199,303 | 268,019 | ||||||||||||||||||||||
(Gain) Loss on disposal of fixed asset | - | (500) | 70,224 | ||||||||||||||||||||||
Impairment of Indian advances | 1,259,091 | - | - | ||||||||||||||||||||||
Loss on retirement of aircraft | 1,053,681 | - | - | ||||||||||||||||||||||
Deferred income tax asset | (1,226,000) | - | - | ||||||||||||||||||||||
Gain on sale of land | (496,433) | - | - | ||||||||||||||||||||||
Changes in assets and liabilities - | |||||||||||||||||||||||||
Accounts receivable | (1,595,810) | 745,872 | (328,394) | ||||||||||||||||||||||
Inventories | 1,327,898 | (1,472,780) | (811,991) | ||||||||||||||||||||||
Prepaid expenses and other current assets | (25,688) | (54,607) | (1,669,910) | ||||||||||||||||||||||
Accounts payable | 352,250 | (83,864) | 27,912 | ||||||||||||||||||||||
Customer deposits | (293,514) | (297,546) | 859,483 | ||||||||||||||||||||||
Deposits other | 1,700,000 | - | - | ||||||||||||||||||||||
Accrued liabilities | 1,169,845 | 12,631 | 179,162 | ||||||||||||||||||||||
Kansas mandated payment | 1,659,683 | - | - | ||||||||||||||||||||||
Other liabilities | 32,691 | - | - | ||||||||||||||||||||||
-------------------- | -------------------- | -------------------- | |||||||||||||||||||||||
Cash provided by (used in) operating activities | 9,177,143 | 1,172,270 | 610,739 | ||||||||||||||||||||||
-------------------- | -------------------- | -------------------- | |||||||||||||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||||||||||||||||
Capital expenditures | (506,485) | (198,407) | (2,659,520) | ||||||||||||||||||||||
Supplemental Type Certificates (STC) | - | - | (820,000) | ||||||||||||||||||||||
Proceeds from sale of land | 2,000,000 | - | - | ||||||||||||||||||||||
-------------------- | -------------------- | -------------------- | |||||||||||||||||||||||
Cash provided by (used in) investing activities | 1,493,515 | (198,407) | (3,479,520) | ||||||||||||||||||||||
-------------------- | -------------------- | -------------------- | |||||||||||||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||||||||||||||||
Borrowings under promissory notes, net | (614,808) | (26,473) | (38,703) | ||||||||||||||||||||||
Borrowings of long-term debt and capital lease obligations | 375,000 | 5,701,562 | 7,838,718 | ||||||||||||||||||||||
Repayments of long-term debt and capital lease obligations | (3,702,342) | (7,640,629) | (3,750,688) | ||||||||||||||||||||||
-------------------- | -------------------- | -------------------- | |||||||||||||||||||||||
Cash provided by (used in) financing activities | (3,942,150) | (1,965,540) | 4,049,327 | ||||||||||||||||||||||
-------------------- | -------------------- | -------------------- | |||||||||||||||||||||||
NET INCREASE (DECREASE) IN CASH | 6,728,508 | (991,677) | 1,180,546 | ||||||||||||||||||||||
CASH, beginning of year | 1,978,038 | 2,969,715 | 1,789,169 | ||||||||||||||||||||||
-------------------- | -------------------- | -------------------- | |||||||||||||||||||||||
CASH, end of year | $ | 8,706,546 | $ | 1,978,038 | $ | 2,969,715 | |||||||||||||||||||
============ | ============ | ============ | |||||||||||||||||||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||||||||||||||||||||||||
Interest paid | $ | 462,687 | $ | 510,633 | $ | 615,649 | |||||||||||||||||||
Income taxes paid | 662,874 | 554,789 | 95,879 | ||||||||||||||||||||||
NON CASH FINANCING ACTIVITIES | |||||||||||||||||||||||||
Stock Issued for benefit plan | $ | 197,984 | $ | 199,303 | $ | 268,019 | |||||||||||||||||||
The accompanying notes are an integral part of these financial statements. |
2. DEBT: | ||||||||||||
Promissory Notes | 2010 | 2009 | ||||||||||
Bank Line of Credit, available LOC $1,000,000 | ||||||||||||
interest at prime plus 2% (7.0% at April 30, 2010 - with a | $ | 69,800 | $ | 684,608 | ||||||||
floor of 7%) due August 2010, collateralized by a | ||||||||||||
first or second position on all assets of the Company. | ||||||||||||
-------------- | -------------- | |||||||||||
$ | 69,800 | $ | 684,608 | |||||||||
========= | ========= | |||||||||||
Other Notes Payable and Capital Lease Obligations | ||||||||||||
Note payable, interest at prime plus 1%, (4.25% at April | - | 80,000 | ||||||||||
30, 2010) due August 2009 collateralized by Aircraft | ||||||||||||
Security Agreements. | ||||||||||||
Note payable, interest at prime plus 1%, (4.25% at April | 269,841 | 389,841 | ||||||||||
30, 2010) due June 2010 collateralized by Aircraft | ||||||||||||
and Engine Security Agreements | ||||||||||||
Note payable, interest at bank prime (3.25% at April | 498,579 | 539,742 | ||||||||||
30, 2010) due March 2013, collateralized by real estate. | ||||||||||||
Note payable, interest at bank prime (3.25% at April | 1,281,072 | 1,386,836 | ||||||||||
30, 2010) due March 2013, collateralized by real estate. | ||||||||||||
Note payable, interest at 6.0% due February 28, | 91,023 | 95,291 | ||||||||||
2024 collateralized by real estate. | ||||||||||||
Note payable, interest at 5.0% at April 30, 2010, | 20,671 | 632,820 | ||||||||||
renewed and due October 2010, collateralized by real estate. | ||||||||||||
Note payable, interest at 5.0% at April 30, 2010, | 121,765 | 656,050 | ||||||||||
renewed and due August 2010, collateralized by real estate. | ||||||||||||
Note payable, interest at 7.5% at April 30, 2010, | 346,611 | 1,330,186 | ||||||||||
due November 2012, collateralized by real estate. | ||||||||||||
Note payable, interest at 6.25% at April 30, 2010, | 366,596 | - | ||||||||||
due June 14, 2014, collateralized by real estate. | ||||||||||||
Note payable, interest at prime plus 2% (7.0% at April | 907,698 | 1,111,701 | ||||||||||
30, 2010 - with a floor of 7%), due January 2014, | ||||||||||||
collateralized by a first or second position on all assets. | ||||||||||||
Notes payable, interest Libor rate plus 3.0%, (10.65% at April | 825,441 | 1,208,733 | ||||||||||
30, 2010) renewed May 2009, due May 2014, collateralized | ||||||||||||
by Aircraft and Engine Security Agreements. | ||||||||||||
Note payable, with quarterly payments of $125,000 through | 908,874 | 1,480,334 | ||||||||||
2012. Imputed interest calculated at 7.0% | ||||||||||||
Other Notes Payable and Capital Lease Obligations | 155,170 | 209,150 | ||||||||||
due May 2011 to May 2013 with interest rates between | ||||||||||||
3.9% and 8.5%. | -------------- | -------------- | ||||||||||
$ | 5,793,342 | $ | 9,120,684 | |||||||||
Less: Current maturities | 1,488,343 | 2,775,651 | ||||||||||
-------------- | -------------- | |||||||||||
$ | 4,304,999 | $ | 6,345,033 | |||||||||
========= | ========= | |||||||||||
| ||||||||||||
|
| |||||||||||
-------------- | -------------- | |||||||||||
2011 | $ | 1,488,343 | ||||||||||
2012 | 1,167,015 | |||||||||||
2013 | 2,266,953 | |||||||||||
2014 | 464,391 | |||||||||||
2015 | 342,415 | |||||||||||
Thereafter | 64,225 | |||||||||||
-------------- | ||||||||||||
$ | 5,793,342 | |||||||||||
======== |
3. INCOME TAXES: | |||||||
Deferred taxes are determined based on the estimated future tax effects of differences between the financial statements and tax basis of assets and liabilities given the provision of the enacted tax laws. Significant components of the Company's deferred tax liabilities and assets as of April 30, 2010 and 2009 are as follows: | |||||||
April 30, 2010 | April 30, 2009 | ||||||
Deferred tax liabilities: | |||||||
Depreciation | $ | (160,000) | $ | (240,000) | |||
---------------------- | ---------------------- | ||||||
Deferred tax assets: | |||||||
Accounts receivable reserve | 89,000 | 43,000 | |||||
Inventory and other reserves | 1,225,000 | 883,000 | |||||
Vacation accruals | 72,000 | 63,000 | |||||
---------------------- | ---------------------- | ||||||
Total gross deferred tax assets | 1,386,000 | 989,000 | |||||
Less valuation allowance | - | (749,000) | |||||
---------------------- | ---------------------- | ||||||
Net deferred tax assets | $ | 1,226,000 | $ | - | |||
============= | ============= | ||||||
Net deferred tax assets at April 30, 2009 was fully offset by a valuation allowance as management felt the Company may not realize any tax benefits, however a deferred tax asset was recorded at April 30, 2010 because management believes the Company may receive tax benefits. | |||||||
April 30, 2010 | April 30, 2009 | ||||||
Statutory federal income tax rate | 34.00% | 34.00% | |||||
Nondeductible expenses - net | 3.00% | (10.60%) | |||||
Change in valuation reserve | 15.00% | 23.20% | |||||
Credits | (11.00%) | (22.60%) | |||||
---------------------- | ---------------------- | ||||||
41.00% | 24.00% | ||||||
============= | ============= | ||||||
Income tax expense: | |||||||
Deferred income tax benefit | $ | (1,226,000) | $ | - | |||
Current income tax | 1,235,293 | 505,146 | |||||
---------------------- | ---------------------- | ||||||
Total income tax expense | $ | 9,293 | $ | 505,146 | |||
============= | ============= | ||||||
Current income tax expense of $1,235,293 and $505,146 are comprised of $1,100,000 and $561,830 in federal income tax and $135,293 state income tax and $56,684 state income tax refunds for the years ended April 30, 2010 and 2009, respectively. |
4. STOCKHOLDERS' EQUITY: |
Common Stock Transactions |
During the year ended April 30, 2010, we did not issue any shares of common stock that were owed as of April 30, 2008. As of April 30, 2010, we had 278,573 shares of common stock owed but not issued. |
The rest of this page intentionally left blank. |
5. STOCK OPTIONS AND INCENTIVE PLANS | ||||||||||
We have nonqualified stock option plans which provide key employees and consultants an opportunity to acquire ownership in the Company. Options are granted under these plans at exercise prices equal to fair market value at the date of the grant, generally exercisable immediately, and expire in 10 years. The Company did not grant options for the fiscal years ending 2010, 2009, and 2008; therefore, there are no expenses relating to option grants for those periods. As of April 30, 2010 there are 6,037,229 approved option shares available to grant under these plans. The approved plan expiration date is December 31, 2010. | ||||||||||
2010 | 2009 | 2008 | ||||||||
Options exercisable at April 30 | 1,224,834 | 1,244,834 | 1,493,763 | |||||||
Weighted average fair value per share Options granted per year | .80 | .79 | .81 | |||||||
|
| Weighted Average Remaining Contract Life |
| |||||||
$0.9000 | 1,071,834 | 1.7 years | .9000 | |||||||
$0.1400 | 153,000 | 3.7 years | .1400 | |||||||
Options | Average Price | ||||||
Outstanding Beginning 04/30/2007 | 1,493,763 | $ | 0.81 | ||||
Granted | - | - | |||||
Expired | - | - | |||||
Exercised | - | - | |||||
Outstanding Ending 04/30/2008 | 1,493,763 | $ | 0.81 | ||||
Outstanding Beginning 04/30/2008 | 1,493,763 | $ | 0.81 | ||||
Granted | - | - | |||||
Expired | 248,929 | 0.90 | |||||
Exercised | - | - | |||||
Outstanding Ending 04/30/2009 | 1,244,834 | $ | 0.79 | ||||
Outstanding Beginning 04/30/2009 | 1,244,834 | $ | 0.79 | ||||
Granted | - | - | |||||
Expired | 20,000 | .0625 | |||||
Exercised | - | - | |||||
Outstanding Ending 04/30/2010 | 1,224,834 | $ | 0.80 |
6. COMMITMENTS: | ||
Year Ending April 30 | Amount | |
2011 | $ | 6,241,715 |
2012 | 6,202,489 | |
2013 | 6,202,489 | |
2014 | 6,202,489 | |
2015 | 6,202,489 | |
$ | 31,051,671 |
7. CONTINGENCIES: |
We are involved in various lawsuits incidental to our business. Management believes the ultimate liability, if any, will not have an adverse effect on the Company financial position or results of operations. |
8. RELATED-PARTY TRANSACTIONS: |
In the normal course of business we purchased modifications services and avionics of approximately $88,142, $74,442, and $89,398 from a company partially owned by David Hayden, a director for the Company during fiscal 2010, 2009, and 2008 respectively. |
9. 401(k) SAVINGS PLAN |
We have a defined contribution plan authorized under Section 401(k) of the Internal Revenue Code. All benefits-eligible employees with at least thirty days of service are eligible to participate in the plan; however there are only two entry dates per calendar year. Employees may contribute up to twelve percent of their pre-tax covered compensation through salary deductions. The Plan may match subject to the annual approval of the Board of Directors, 100 percent of every pre-tax dollar an employee contributes up to 6% of the employee's salary. Employees are 100 percent vested in the employer's contributions immediately. Our matching share contribution, at the then current market value, in 2010, 2009, and 2008 was approximately $197,983, $199,303, and $268,020 respectively. If approved by the Board of Directors, the Company match is paid in common stock of the Company. |
Industry Segmentation |
Company operations are classified into six segments in Fiscal Years 2010, 2009, and 2008. |
Aircraft Modifications - principally includes the modification of customer and company owned business-size aircraft from passenger to freighter configuration, addition of aerial photography capability, and stability enhancing modifications for Learjet, Beechcraft, Cessna, and Dassault Falcon aircraft along with other specialized modifications. We provide these services through our subsidiary, Avcon Industries, Inc. ("Aircraft Modifications" or "Avcon"). In March 2008, Butler National Corporation, through its subsidiary Avcon Industries, Inc. acquired the JET autopilot product line for the Classic Learjets. The Company plans a transition of the acquisition to continue the service and support of all customers operating the JET autopilot and related equipment in the near future. In the interim period the company has extended an agreement for transition services until the FAA approves the new circuit boards. |
Year ended April 30, 2010 | |||||||||||||||
Gaming | Avionics | Modifications | Services | Corporate | Consolidated | ||||||||||
Net Revenue | $ | 10,005,903 | $ | 5,497,408 | $ | 13,486,358 | $ | 1,608,468 | $ | 1,978,571 | $ | 32,576,708 | |||
Depreciation/Amortization | - | 69,191 | 812,045 | 18,313 | 140,705 | 1,040,254 | |||||||||
Operating profit | 53,215 | 1,293,643 | 806,533 | 2,301 | 1,188,056 | 3,343,748 | |||||||||
Capital Expenditures, net | (1,062,298) | - | 60,000 | - | 5,215 | (997,083) | |||||||||
Interest Expense | (455,827) | ||||||||||||||
Other income | 12,372 | ||||||||||||||
Income before tax | 2,900,293 | ||||||||||||||
Income tax expense | 9,293 | ||||||||||||||
Net Income |
|
|
|
|
| 2,890,126 | |||||||||
Identifiable assets | 7,897,464 | 4,262,775 | 6,009,939 | 958,821 | 10,436,947 | 29,565,947 | |||||||||
Year ended April 30, 2009 | |||||||||||||||
Gaming | Avionics | Modifications | Services | Corporate | Consolidated | ||||||||||
Net Revenue | $ | 1,298,284 | $ | 2,255,776 | $ | 11,713,497 | $ | 1,771,755 | $ | 1,058,776 | $ | 18,093,088 | |||
Depreciation/Amortization | - | 82,444 | 172,040 | 18,598 | 303,642 | 576,724 | |||||||||
Operating profit | 655,581 | (87,532) | 967,085 | 24,316 | 272,432 | 1,831,882 | |||||||||
Capital Expenditures, net | (96,879) | 24,375 | 223,488 | 21,021 | 26,902 | 198,907 | |||||||||
Interest Expense | (504,829) | ||||||||||||||
Other income | 7,407 | ||||||||||||||
Income before tax | 1,334,460 | ||||||||||||||
Income taxes | 505,146 | ||||||||||||||
Net Income |
|
|
|
|
| 829,314 | |||||||||
Identifiable assets | 4,388,715 | 4,159,006 | 5,504,679 | 424,579 | 11,321,178 | 25,798,157 | |||||||||
Year ended April 30, 2008 | |||||||||||||||
Gaming | Avionics | Modifications | Services | Corporate | Consolidated | ||||||||||
Net Revenue | $ | 1,507,049 | $ | 5,024,781 | $ | 8,646,562 | $ | 1,557,792 | $ | 910,381 | $ | 17,646,565 | |||
Depreciation/Amortization | - | 85,679 | 26,476 | 18,154 | 30,624 | 160,933 | |||||||||
Operating profit | 380,979 | 842,553 | 814,599 | 138,133 | 26,296 | 2,202,560 | |||||||||
Capital Expenditures, net | 2,015,899 | 11,019 | 14,047 | - | 618,555 | 2,659,520 | |||||||||
Interest Expense | (639,732) | ||||||||||||||
Other income | 72,172 | ||||||||||||||
Income before tax | 1,635,000 | ||||||||||||||
Income taxes | 360,522 | ||||||||||||||
Net Income |
|
|
|
|
| 1,274,478 | |||||||||
Identifiable assets | 4,302,662 | 5,927,915 | 4,924,442 | 364,198 | 11,584,641 | 27,103,858 | |||||||||
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Major Customers: Revenue from major customers (10 percent or more of consolidated revenue) were as follows: | ||||
2010 | 2009 | 2008 | ||
Modifications | N/A* | 10.9% | N/A* | |
Avionics | N/A* | N/A* | 15.8% | |
Indian Management Services | N/A* | N/A* | N/A* | |
Environmental Services (City Contract) | N/A* | N/A* | N/A* | |
%.*Revenue represented less than 10% of consolidated revenue.
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12. FAIR VALUE MEASURMENTS The Company adopted ASC Topic 820-10 at the beginning of 2009 to measure the fair value of certain of its financial assets required to be measured on a recurring basis. The adoption of ASC Topic 820-10 did not impact the Company's financial condition or results of operations. ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or lia bility. The three levels of the fair value hierarchy under ASC Topic 820-10 are described below: Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. Level 2 - Valuations based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 - Valuations based on inputs that are supportable by little or no market activity and that are signifigant to the fair value of the asset or liability. The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of April 30, 2009: | |||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | ||||||||||||||||||
Cash and CDs | $ | 1,978,038 | $ | - | $ | - | $ | 1,978,038 | |||||||||||||
Accounts receivable | - | 544,025 | - | 544,025 | |||||||||||||||||
Accounts payable | - | 618,245 | - | 618,245 | |||||||||||||||||
Accrued liabilities | - | 1,035,917 | - | 1,035,917 | |||||||||||||||||
Notes payable | - | 9,120,684 | - | 9,120,684 | |||||||||||||||||
--------------- | --------------- | --------------- | --------------- | ||||||||||||||||||
$ | 1,978,038 | $ | 11,318,871 | $ | - | $ | 13,296,909 | ||||||||||||||
The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of April 30, 2010: | |||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | ||||||||||||||||||
Cash and CDs | $ | 8,706,546 | $ | - | $ | - | $ | 8,706,546 | |||||||||||||
Accounts receivable | - | 2,139,835 | - | 2,139,835 | |||||||||||||||||
Accounts payable | - | 970,495 | - | 970,495 | |||||||||||||||||
Accrued liabilities | - | 3,898,138 | - | 3,898,138 | |||||||||||||||||
Notes payable | - | 5,793,342 | - | 5,793,342 | |||||||||||||||||
--------------- | --------------- | --------------- | --------------- | ||||||||||||||||||
$ | 8,706,546 | $ | 12,801,810 | $ | - | $ | 21,508,356 | ||||||||||||||
13. PRODUCT LINE ACQUISITION | |||||||||||||||||||||
14. DODGE CITY LAND ACQUISITION | |||||||||||||||||||||
15. SUBSEQUENT EVENTS | |||||||||||||||||||||
16. SUMMARY OF QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | |||||||||||||||||||||
2010 | First | Second | Third | Fourth | Total | ||||||||||||||||
Revenue | $ | 6,069 | $ | 4,411 | $ | 8,924 | $ | 13,173 | $ | 32,577 | |||||||||||
Operating Income (Loss) | 1,198 | 113 | 977 | 1,056 | 3,344 | ||||||||||||||||
Nonoperating Income (Expense) | (480) | (94) | (334) | 455 | (453) | ||||||||||||||||
Net Income (Loss) | 718 | 19 | 643 | 1,510 | 2,890 | ||||||||||||||||
Basic Earnings (Loss) per Share* | .01 | .00 | .01 | .03 | .05 | ||||||||||||||||
Diluted Earnings (Loss) per Share* | .01 | .00 | .01 | .03 | .05 | ||||||||||||||||
*Rounded to nearest tenth | |||||||||||||||||||||
2009 | First | Second | Third | Fourth | Total | ||||||||||||||||
Revenue | $ | 5,204 | $ | 4,056 | $ | 4,545 | $ | 4,288 | $ | 18,093 | |||||||||||
Operating Income (Loss) | 656 | (5) | 503 | 678 | 1,832 | ||||||||||||||||
Nonoperating Income (Expense) | (338) | (41) | (225) | (398) | (1,002) | ||||||||||||||||
Net Income (Loss) | 318 | (46) | 278 | 279 | 829 | ||||||||||||||||
Basic Earnings (Loss) per Share* | .01 | .01 | .01 | .01 | .02 | ||||||||||||||||
Diluted Earnings (Loss) per Share* | .01 | .01 | .01 | .01 | .02 | ||||||||||||||||
*Rounded to nearest tenth | |||||||||||||||||||||
2008 | First | Second | Third | Fourth | Total | ||||||||||||||||
Revenue | $ | 4,707 | $ | 4,234 | $ | 4,259 | $ | 4,446 | $ | 17,646 | |||||||||||
Operating Income (Loss) | 410 | 335 | 442 | 1,015 | 2,202 | ||||||||||||||||
Nonoperating Income (Expense) | (178) | (148) | (249) | (353) | (928) | ||||||||||||||||
Net Income (Loss) | 232 | 187 | 193 | 662 | 1,274 | ||||||||||||||||
Basic Earnings (Loss) per Share* | .00 | .01 | .01 | .01 | .02 | ||||||||||||||||
Diluted Earnings (Loss) per Share* | .00 | .01 | .01 | .01 | .02 | ||||||||||||||||
*Rounded to nearest tenth | |||||||||||||||||||||
The individual quarter and fiscal year earnings per share are presented as shown in our quarterly and annual filings with the Securities and Exchange Commission. These numbers are rounded up to the nearest tenth. |
BUTLER NATIONAL CORPORATION AND SUBSIDIARIES | |||||||||||
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | |||||||||||
FOR THE YEARS ENDED APRIL 30, 2010, 2009 AND 2008 | |||||||||||
| Additions Charged to Costs andExpenses |
|
| ||||||||
Description | |||||||||||
Year ended April 30, 2010 | |||||||||||
Allowance for doubtful accounts | $ | 111,840 | $ | 118,129 | $ | - | $ | 229,969 | |||
Reserve for inventory obsolescence | 1,114,007 | 165,384 | - | 1,244,216 | |||||||
Reserve for Indian gaming development | 3,346,623 | 1,259,091 | 434,183 | 4,171,531 | |||||||
Income tax valuation allowance | 749,000 | - | 749,000 | - | |||||||
Year ended April 30, 2009 | |||||||||||
Allowance for doubtful accounts | $ | 75,040 | $ | 36,800 | $ | - | $ | 111,840 | |||
Reserve for inventory obsolescence | 477,254 | 636,753 | - | 1,114,007 | |||||||
Reserve for Indian gaming development | 3,346,623 | - | - | 3,346,623 | |||||||
Income tax valuation allowance | 784,000 | - | 35,000 | 749,000 | |||||||
Year ended April 30, 2008 | |||||||||||
Allowance for doubtful accounts | $ | 154,233 | $ | - | $ | 79,193 | $ | 75,040 | |||
Reserve for inventory obsolescence | 452,942 | 24,312 | - | 477,254 | |||||||
Reserve for Indian gaming development | 2,912,440 | 434,183 | - | 3,346,623 | |||||||
Deferred interest (1) | 15,446 | - | 15,446 | - | |||||||
Income tax valuation allowance | 1,551,000 | - | 767,000 | 784,000 | |||||||
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