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Butler National Corp – ‘10-Q’ for 1/31/07

On:  Friday, 3/16/07, at 11:42am ET   ·   For:  1/31/07   ·   Accession #:  15847-7-3   ·   File #:  0-01678

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Quarterly Report   —   Form 10-Q
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10-Q   —   Fy07 Qtr 3 Form 10Q


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  SECURITIES AND EXCHANGE COMMISSIONWashington, D  

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

(Mark One)
X

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

For the quarter ended January 31, 2007

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

For the quarter ended January 31, 2007

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 ____

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act): Yes No X_

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes No X_

The number of shares outstanding of the Registrant's Common Stock, $0.01 par value, as of March 9, 2007 was 53,051,837 shares.

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

 

INDEX

 

PART I.

FINANCIAL INFORMATION:

PAGE NO.


Condensed Consolidated Balance Sheets - January 31, 2007 and April 30, 2006

3

 

Condensed Consolidated Statements of Income - Three Months ended January 31, 2007 and 2006

4


Condensed Consolidated Statements of Income - Nine Months ended January 31, 2007 and 2006

5


Condensed Consolidated Statements of Cash Flows - Nine months ended January 31, 2007 and 2006

6


Notes to Condensed Consolidated Financial Statements

7


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

8-12

 

Item 3 Quantitative & Qualitative Disclosures about Market Risk

12

 

Item 4 Controls and Procedures

12

PART II.

Other Information

13


Signatures

14

BUTLER NATIONAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

 

ASSETS

 

01/31/07

 

4/30/06

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

01/31/07

 

4/30/06

   

unaudited

 

audited

     

unaudited

 

audited

CURRENT ASSETS:

         

CURRENT LIABILITIES:

       
 

Cash

$

1,611,252

$

925,577

   

Bank overdraft payable

$

127,443

$

343,532

 

Accounts receivable, net of allowance for

           

Promissory notes payable

 

2,745,230

 

2,393,607

 

doubtful accounts of $135,421 at January 31, 2007 and

 

622,465

 

679,086

   

Current maturities of long-term debt and capital lease

       
 

$149,577 at April 30, 2006

           

obligations

 

2,962,002

 

2,375,848

 

Contracts in process

 

1,036,979

   

-

   

Accounts payable

 

493,496

 

549,482

               

Customer deposits

 

533,000

 

20,000

 

Inventories -

           

Accrued liabilities

       
 

Raw materials

 

4,554,030

 

5,454,438

   

Compensation and compensated absences

 

496,048

 

516,248

 

Work in process

 

650,822

 

599,658

   

Other

 

344,249

 

265,992

 

Finished goods

 

91,549

 

94,631

       

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

 

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

 

Aircraft

 

4,937,214

 

4,849,830

   

Total current liabilities

 

7,701,468

 

6,464,709

     

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

 

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

             
     

10,233,615

 

10,998,557

 

LONG-TERM DEBT AND CAPITAL LEASE, NET

       
               

OF CURRENT MATURITIES

 

1,646,146

 

1,844,312

 

Prepaid expenses and other current assets

 

56,175

 

67,563

             
     

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

 

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

       

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

 

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

 

Total current assets

 

13,560,486

 

12,670,783

   

Total liabilities

 

9,347,614

 

8,309,021

                       
             

COMMITMENTS AND CONTINGENCIES

       

PROPERTY, PLANT AND EQUIPMENT:

         

SHAREHOLDERS' EQUITY:

       
 

Land and building

 

2,283,227

 

2,283,227

   

Preferred stock, par value $5

       
 

Machinery and equipment

 

1,563,268

 

1,546,215

   

Authorized 50,000,000 shares, all classes

       
 

Office furniture and fixtures

 

688,823

 

688,823

   

Designated Classes A and B, 200,000 shares

       
 

Leasehold improvements

 

4,249

 

4,249

   

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

               
     

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

 

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

   

liquidation and redemption value $100,

       
 

 

4,539,567

 

4,522,514

   

no shares issued and outstanding

     

-

   

-

 

Accumulated depreciation

 

(2,282,643)

 

(2,166,554)

   

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

               
     

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

 

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

   

liquidation and redemption value $1,000

       
     

2,256,924

 

2,355,960

   

no shares issued and outstanding

     

-

     

-

 
               

Common stock, par value $.01:

               

SUPPLEMENTAL TYPE CERTIFICATES

 

1,659,773

 

1,221,435

   

Authorized 100,000,000 shares

       
               

issued and outstanding 53,080,764 shares at

       
               

at January 31 and 49,381,003 at April 30, 2006

 

530,808

 

493,810

ADVANCES FOR INDIAN GAMING DEVELOPMENTS

           

Common stock, owed but not issued, 571,073 shares

 

5,710

 

42,708

 

(net of reserves of $2,912,440)

 

1,806,551

 

1,806,551

   

at January 31 and 4,270,834 at April 30, 2006

       
               

Capital contributed in excess of par

 

10,612,420

 

10,612,420

               

Treasury stock at cost (600,000 shares)

 

(732,000)

 

(732,000)

               

Retained earnings

 

(397,418)

 

(587,830)

OTHER ASSETS

 

83,400

 

83,400

   

 

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

 

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

               

Total shareholders' equity

 

10,019,520

 

9,829,108

     

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

 

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

       

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

 

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

Total assets

$

19,367,134

$

18,138,129

 

Total liabilities and shareholders' equity

$

19,367,134

$

18,138,129

     

========

 

========

       

========

 

========

                         

The accompanying notes are an integral part of these financial statements

 

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENT

 
   
 

THREE MONTHS ENDED

 

January 31,

   

2007

 

2006

   

(unaudited)

 

(unaudited)

REVENUES

       

Aircraft / Modifications

$

1,510,523

$

1,705,395

Avionics / Defense

 

620,857

 

558,529

Management / Professional Services

 

1,212,250

 

807,377

   

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

 

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

Net Revenues

 

3,343,630

 

3,071,301

         

COST OF SALES

       

Aircraft / Modifications

 

1,289,732

 

1,537,451

Avionics / Defense

 

577,630

 

258,968

Management / Professional Services

 

593,202

 

247,589

   

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

 

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

Total Cost of Sales

 

2,460,564

 

2,044,008

   

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

 

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

GROSS PROFIT

 

883,066

 

1,027,293

         

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

 

855,135

 

826,120

   

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

 

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

OPERATING INCOME

 

27,931

 

201,173

         

OTHER INCOME (EXPENSE)

       

Interest expense

 

(139,597)

 

(129,190)

Other

   

-

 

4,769

   

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

 

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

Other expense

 

(139,597)

 

(124,421)

         

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES

 

(111,666)

 

76,752

         

PROVISION FOR INCOME TAXES

 

(7,856)

 

(39,257)

   

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

 

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

NET INCOME

$

(119,522)

$

37,495

   

========

 

========

         
         

BASIC EARNINGS PER COMMON SHARE

$

(.01)

$

.00

   

========

 

========

Shares used in per share calculation

 

53,051,837

 

52,576,044

   

========

 

========

DILUTED EARNINGS PER COMMON SHARE

$

(.01)

$

.00

   

========

 

========

Shares used in per share calculation

 

53,146,665

 

52,722,056

   

========

 

========

         

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

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENT

   
   
 

NINE MONTHS ENDED

 

January 31,

   

2007

 

2006

   

(unaudited)

 

(unaudited)

REVENUES

       

Aircraft / Modifications

$

5,655,338

$

6,318,358

Avionics / Defense

 

1,996,512

 

2,042,556

Management / Professional Services

 

3,122,950

 

3,875,852

   

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

 

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

Net Revenues

 

10,774,800

 

12,236,766

         

COST OF SALES

       

Aircraft / Modifications

 

4,527,137

 

5,544,392

Avionics / Defense

 

1,558,890

 

1,044,890

Management / Professional Services

 

1,340,943

 

2,319,560

   

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

 

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

Total Cost of Sales

 

7,426,970

 

8,908,842

   

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

 

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

GROSS PROFIT

 

3,347,830

 

3,327,924

         

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

 

2,723,420

 

2,577,684

   

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

 

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

OPERATING INCOME

 

624,410

 

750,240

         

OTHER INCOME (EXPENSE)

       

Interest expense

 

(401,101)

 

(345,586)

Other

 

34,783

 

4,769

   

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

 

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

Other expense

 

(366,318)

 

(340,817)

         

INCOME BEFORE PROVISION FOR INCOME TAXES

 

258,092

 

409,423

         

PROVISION FOR INCOME TAXES

 

(67,680)

 

(59,257)

   

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

 

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

NET INCOME

$

190,412

$

350,166

   

========

 

========

         
         

BASIC EARNINGS PER COMMON SHARE

$

.01

$

.01

   

========

 

========

Shares used in per share calculation

 

53,051,837

 

52,576,044

   

========

 

========

DILUTED EARNINGS PER COMMON SHARE

$

.01

$

.01

   

========

 

========

Shares used in per share calculation

 

53,146,665

 

52,722,056

   

========

 

========

         

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

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

   
   
 

NINE MONTHS ENDED

 

January 31,

   

2007

 

2006

   

(unaudited)

 

(unaudited)

       

CASH FLOWS FROM OPERATING ACTIVITIES

       

Net income (loss)

$

190,412

$

350,166

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

       

(used in) operations -

       

Depreciation

 

116,089

 

99,821

         

Changes in assets and liabilities:

       

Accounts receivable

 

56,621

 

577,310

Contracts in process

 

(765,965)

 

(338,540)

Inventories

 

493,927

 

(1,187,627)

Prepaid expenses and other current assets

 

11,388

 

(26,140)

Accounts payable

 

(272,075)

 

(342,479)

Customer deposits

 

513,000

 

(10,000)

Accrued liabilities

 

58,058

 

(57,227)

   

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

 

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

Cash provided by (used in) operating activities

 

401,455

 

(934,716)

   

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

 

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

         

CASH FLOWS FROM INVESTING ACTIVITIES

       

Capital expenditures

 

(455,390)

 

(28,600)

   

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

 

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

Cash provided by (used in) investing activities

 

(455,391)

 

(28,600)

         

CASH FLOWS FROM FINANCING ACTIVITIES

       

Borrowings under promissory notes, net

 

351,622

 

1,045,234

Repayments of long-term debt, net

 

387,989

 

(332,948)

   

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

 

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

Cash provided by (used in) financing activities

 

739,611

 

712,286

   

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

 

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

NET INCREASE (DECREASE) IN CASH

 

685,675

 

(251,030)

         

CASH, beginning of period

 

925,577

 

1,066,955

   

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

 

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

CASH, end of period

$

1,611,252

$

815,925

   

========

 

========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

       

Interest paid

$

401,102

$

345,585

Income taxes paid

 

47,180

 

69,257

 

The accompanying notes are an integral part of these statements.

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the annual report on Form 10-K dated April 30, 2006. In our opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. Operating results for the nine months ended January 31, 2007 are not indicative of the results of operations that may be expected for the year ending April 30, 2007.

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

2. Advances for Indian Gaming Development: We are advancing funds for the establishment of Indian gaming. These funds have been capitalized in accordance with Statements of Financial Accounting Standards (SFAS) 67 "Accounting for Costs and Initial Rental Operations of Real Estate Projects." Such standard requires costs associated with the acquisition, development, and construction of real estate and real estate related projects to be capitalized as part of that project.

Our advances to the tribes for gaming developments are capitalized. These advances represent costs to be reimbursed upon approval of Indian gaming in several locations. We have agreements in place which require payments of advances to be made to us upon opening of Indian gaming facilities. Once gaming facilities have gained proper approvals, we plan to enter into a note receivable arrangement with the Tribe to secure reimbursement of advanced funds for that particular project. Reserves have been recorded for advances for the Indian gaming development costs when we are unable to determine whether reimbursement from the tribes will occur.

We have advanced and invested a total of $4,718,991 in Indian gaming developments. We have reserves of $2,912,440, at January 31, 2007 and April 30, 2006. We believe that our advances for Indian gaming developments will be totally reimbursed as casinos are opened. Due to the fact that all of the proposed casinos are involved in legal and governmental actions whose outcome is not certain nor is there any time frame for resolution we believe it is necessary to establish reserves against the advances. The reserve amount is an estimate of the value we would receive if a Tribal casino was not opened and we were forced to liquidate the assets that we have acquired with our advances. The assets are intended to be used for Tribal casino development and consist of purchased land and improvements. The land purchases are located adjacent to residential developments. We believe that these tracts could be developed and sold for residential and commercial use to recover advances if the gaming enterprises do not open.

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

4. Research and Development: We charge to operations research and development costs. The amount charged in the nine months ended January 31, 2007 and 2006 were approximately $1,506,362 and $342,449 respectively.

5. Borrowings: A line of credit in the amount of $1,224,285 was entered into on July 7, 2006. An additional line of credit in the amount of $1,508,000 was entered into on October 25, 2006. Both lines of credit are to be used for the BCS Design, Inc. construction projects in Junction City, Kansas. As of January 31, 2007 we have borrowed $733,249 and $219,591 respectively. On January 16, 2007 the operating line of credit was increased by $500,000.

 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

 

RISK FACTORS

The information set forth below includes "forward-looking" information and is subject to Risk Factors as outlined in the Private Securities Litigation Reform Act of 1995. The Risk Factors listed under Item 1A of our Form 10-K and the Cautionary Statements, filed by us as Exhibit 99 to our 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.

RESULTS OF OPERATIONS

YEAR TO DATE JANUARY 31, 2007 COMPARED TO YEAR TO DATE JANUARY 31, 2006

Our sales for the nine months ended January 31, 2007 were $10,774,800, a decrease of 11.9% from the nine months ended January 31, 2006 with sales of $12,236,766. Our operating profit for the nine months ended January 31, 2007 was $624,410, compared to $750,240 for the nine months ended January 31, 2006

Discussion of the specific changes by operation at each business segment follows:

Aircraft Modifications: Sales from Aircraft Modifications including modified aircraft decreased $663,019 (10.5%) from $6,318,358 in the first nine months of fiscal year 2006 to $5,655,338 in the current nine months of fiscal 2007.
Sales for the months of December 2006 and January 2007 were 34% less than the same months in fiscal 2006.

Revenues from non RVSM modification services increased $143,563 or 3.5% in the first nine months of fiscal 2007. RVSM revenues decreased by 35% in the first nine months of fiscal 2007, compared to the first nine months of fiscal 2006.

We believe we will sell and install approximately an additional 50 to 100 Lear 20 & 30 series RVSM kits during the next few years. In addition to the RVSM sales, we expect to experience some increase in our base modification sales. As the economy grows aircraft owners may elect to update, modify, and purchase business aircraft. A shift to business aircraft ownership positively impacts our aircraft modification revenues. Although we cannot anticipate the future we must always consider the negative impact of items such as the 9-11 event, increases in fuel prices and general economic downturns.

Considerable time was spent on additions to the RVSM STC and certification of special mission STC's for our modification customers. These events reallocated used capacity and reduced RVSM completions. The modifications segment had an operating profit of $665,813 for the nine months ended January 31, 2007 compared to operating profit of $393,066 for the nine months ended January 31, 2006.

Aircraft Acquisitions and Sales: There was no activity for the nine months ended January 31, 2007 compared to the acquisition of four aircraft during the nine months ended January 31, 2006. FAA required modifications to the business aircraft fleet may increase customer demand for company owned aircraft.


Avionics: Sales were $1,996,512 for the nine months ended January 31, 2007 compared to $2,042,556 in the comparable period of the preceding year, a decrease of 2.3%. Operating loss for the nine months ended January 31, 2007 was $54,550 compared to an operating profit of $739,786 for the nine months ended January 31, 2006, a change of $794,336. The decrease in operating profit is related to additional material cost, material spoilage, additional labor requirements and rework labor costs on a major build-to-print contract. Further operating losses from this contract may be experienced in fiscal 2008.

We expect this business segment to grow in future years as more defense classic aviation products are upgraded with modern gun control equipment. In addition we expect new fuel system protection devices like the TSD and GFI to be required as the focus on aviation becomes more intense.


Services - SCADA Systems and Monitoring Services: Revenue increased from $1,050,582 for the nine months ended January 31, 2006 to $1,777,651 for the nine months ended January 31, 2007, an increase of 69%. During the nine months ended January 31, 2007 we maintained a relatively level volume of long-term contracts with municipalities. Revenue fluctuates due to the introduction of new products and services and the related installations of these products. Our contract with one of our largest customers has been renewed through fiscal 2008. We had an operating profit of $443,561 in Monitoring Services for the nine months ended January 31, 2007, compared to $238,880 for the nine months ended January 31, 2006.

Gaming: Revenues from management services related to gaming increased for the nine months ended January 31, 2007. This increase is related to the approval of Class III casino gaming in Oklahoma.

Corporate / Professional Services: These services include the architectural services of BCS Design, Inc., arrangements for financing, and on site contract management of gaming establishments and engineering services. Flight and engineering services are also provided. Management consulting and professional fees were $248,563 for the nine months ended January 31, 2007 and $1,963,597 for the nine months ended January 31, 2006, a decrease of 87.3%. We completed construction projects in fiscal 2006 that accounted for approximately $1,552,000 of this decrease.

Selling, General and Administrative (SG&A): Expenses were $2,723,420 or 25% of revenues for the nine months ended January 31, 2007. Business overhead expenses were maintained at relatively the same level as last year.

Other Income (Expense): Other expenses increased from $340,817 in the nine months ended January 31, 2006 to $366,318 for the nine months ended January 31, 2007. The additional interest expenses of $55,515 were a combination of increased interest rates and additional borrowings.

Earnings: Our net income for the prior nine months period ended January 31, 2006 was $350,166. Our net income for the current nine months ended January 31, 2007 was $190,412.

Employees: We employed 93 at January 31, 2007 and 80 at January 31, 2006.

THIRD QUARTER FISCAL 2007 COMPARED TO THIRD QUARTER FISCAL 2006

Our sales for the three months ended January 31, 2007 were $3,343,630, an increase of 8.9% from the three months ended January 31, 2006 with sales of $3,071,301. Our operating profit for the three months ended January 31, 2007 was $27,931, compared to $201,173 for the three months ended January 31, 2006.

Discussion of the specific changes by operation at each business segment follows:

Aircraft Modifications: Sales from Aircraft Modifications including modified aircraft decreased $194,872 (11.4%) from $1,705,395 in the third quarter of fiscal year 2006 to $1,510,523 in the current quarter of fiscal 2007. Revenues from non RVSM modification services decreased $115,789 or 9.3% in the third quarter of fiscal 2007. RVSM revenues decreased by 16.8% in the third quarter of fiscal 2007, compared to the third quarter of fiscal 2006.

We believe we will sell and install approximately an additional 50 to 100 Lear 20 & 30 series RVSM kits during the next few years. In addition to the RVSM sales, we expect to experience some increase in our base modification sales. As the economy grows aircraft owners may elect to update, modify, and purchase business aircraft. A shift to business aircraft ownership positively impacts our aircraft modification revenues. Although we cannot anticipate the future we must always consider the negative impact of items such as the 9-11 event, increases in fuel prices and general economic downturns.

Considerable time was spent on additions to the RVSM STC and certification of special mission STC's for our modification customers. These events reallocated used capacity and reduced RVSM completions. The modifications segment had an operating profit of $141,642 for the three months ended January 31, 2007 compared to operating profit of $42,262 for the three months ended January 31, 2006.

Aircraft Acquisitions and Sales: There was no activity for the three months ended January 31, 2007. We acquired one aircraft during the three months ended January 31, 2006. FAA required modifications to the business aircraft fleet may increase customer demand for company owned aircraft.


Avionics: Sales were $620,858 for the three months ended January 31, 2007 compared to $558,529 in the comparable period of the preceding year, an increase of 11.2%. Operating loss for the three months ended January 31, 2007 was $83,904 compared to an operating profit of $242,779 for the three months ended January 31, 2006, a change of $326,683. The decrease in operating profit is related to additional material cost, material spoilage, additional labor requirements and rework labor costs on a major build-to-print contract. Further operating losses from this contract may be experienced in fiscal 2008.

We expect this business segment to grow in future years as more defense classic aviation products are upgraded with modern gun control equipment. In addition we expect new fuel system protection devices like the TSD and GFI to be required as the focus on aviation becomes more intense.

Services - SCADA Systems and Monitoring Services: Revenue increased from $357,082 for the three months ended January 31, 2006 to $716,923 for the three months ended January 31, 2007, an increase of 100%. During the three months ended January 31, 2007 we maintained a relatively level volume of long-term contracts with municipalities. Revenue fluctuates due to the introduction of new products and services and the related installations of these products. Our contract with one of our largest customers has been renewed through fiscal 2008. We had an operating profit of $151,011 in Monitoring Services for the three months ended January 31, 2007, compared to $64,095 for the three months ended January 31, 2006.

Gaming: Revenues from management services related to gaming increased for the three months ended January 31, 2007. This increase is related to the approval of Class III casino gaming in Oklahoma.

Corporate / Professional Services: These services include the architectural services of BCS Design, Inc., arrangements for financing, and on site contract management of gaming establishments and engineering services. Flight and engineering services are also provided. Management consulting and professional fees were $83,054 for the three months ended January 31, 2007 and $133,683 for the three months ended January 31, 2006, a decrease of 38%.

Other Income (Expense): Other expenses increased from $124,421 in the three months ended January 31, 2006 to $139,597 for the three months ended January 31, 2007. The additional interest expense was a result of increased interest rates and borrowings.

Earnings: Our net income for the prior three months period ended January 31, 2006 was $37,495. Our net loss for the current three months ended January 31, 2007 was $119,522.

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 2007 and beyond.

We do not, as of January 31, 2007, have any material commitments for other capital expenditures other than the terms of the Indian gaming Management Agreements should any additional casinos materialize. We will need additional funds to complete our planned Indian gaming opportunities. We will use current cash available as well as additional funds, for the start up and construction of gaming facilities. We anticipate initially obtaining these funds from internally generated working capital and borrowings.

Analysis and Discussion of Cash Flow

The increase of $600,000 in cash can generally be attributed to the following. We received a customer deposit of $513,000 for work to be completed in the quarter ending April 30, 2007. Net income contributed $190,000 while inventory use contributed an additional $494,000. We had additional borrowings of over $700,000 of which we used to finance construction projects in Junction City. STC certifications accounted for and additional $438,000.


We believe all our inventory will be realized in the normal course of business. Lead-time for the components is dictated by the market place resulting in a build up of inventory to support sales and to avoid halting production because of material shortages.

Revenue Recognition

We perform aircraft modifications under fixed-price contracts. Revenues from fixed-price contracts are recognized on the percentage-of-completion method, measured by the direct labor costs incurred compared to total estimated direct labor costs. Revenue for off the shelf items and aircraft sales is recognized on the date of the sale.

Revenue from Avionics are recognized when shipped and payment for materials are due within thirty days of invoicing. Revenue for SCADA services, Gaming Management, and other Corporate/Professional Services are recognized on a monthly basis as services are rendered. Payments for these services are received within 30 days of invoicing.

In regard to 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 and have been accepted by the customers. In the rare event of a warranty claim, the claim is processed through the normal course of business; this may include additional charges to the customer. In our opinion any future warranty work would not be material to the financial statements.

Critical Accounting Policies

Bad Debts: Bad debts are calculated on the historical write-off of bad debts of the individual subsidiaries. Invoices are considered a bad debt if no payment has been made in the past 90 days. We review these policies on quarterly basis, and based on these reviews we believe we maintain adequate reserves. We do not anticipate substantial changes to these estimates in the future.

Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

Long-lived assets: Long-lived assets and identifiable intangibles to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment is measured by comparing the carrying value of the long-lived asset to the estimated undiscounted future cash flows expected to result from use of the assets and their eventual disposition. We determined that as of January 31, 2007, there had been no impairment in the carrying value of long-lived assets.

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 against revenues being generated from aircraft modifications associated with the STC. The costs are expensed as services are rendered on each aircraft through costs of sales using the units of production method. The legal life of an STC is indefinite. We believe we have enough future sales to fully amortize our STC development costs.

Advances for Indian Gaming Developments: We are advancing funds for the establishment of Indian gaming. These funds have been capitalized in accordance with Statements of Financial Accounting Standards (SFAS) 67 "Accounting for Costs and Initial Rental Operations of Real Estate Projects." Such standard requires costs associated with the acquisition, development, and construction of real estate and real estate-related projects to be capitalized as part of that project.

Our advances represent costs to be reimbursed upon approval of Indian gaming in several locations. We have agreements in place which require payments to be made to us for the respective projects upon opening of Indian gaming facilities. Once gaming facilities have gained proper approvals, we plan to enter into a note receivable arrangement with the Tribe to secure reimbursement of advanced funds for that particular project.

We have advanced and invested a total of $4,718,991 in Indian gaming developments. We have reserves of $2,912,440, at January 31, 2007 and January 31, 2006. We believe that our advances for Indian gaming developments will be totally reimbursed as casinos are opened. We believe it is necessary to establish reserves against the advances due to the fact that all of the proposed casinos are involved in legal and governmental actions whose outcome is not certain nor is there any time frame for resolution. The reserve amount is an estimate of the value we would receive if a Tribal casino was not opened and we were forced to liquidate the assets that we have acquired with our advances. These assets were intended to be used with Tribal casinos and consist of the purchase of land and land improvements related to the development of Indian Gaming facilities. We believe that these tracts could be developed and sold for residential and commercial use to recover our advances if the gaming enterprises do not open.

Changing Prices and Inflation

We did experience some pressure from inflation in fiscal 2007. These include increases in airplane travel and transportation costs. This additional cost may not be transferable to our customers resulting in lower income. We anticipate long-term fuel costs and interest rates to continue to rise.


Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.


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 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 as of the end of the period covered by this Quarterly Report on Form 10-Q and have determined that such disclosure controls and procedures are effective.

PART II.
OTHER INFORMATION

Item 1

Legal Proceedings
None

Item 1A.

Risk Factors
There are no material changes to the risk factors disclosed under Item 1A of our Form 10-K.

Item 2

Unregistered Shares of Equity Securities and Use of Proceeds
None

Item 3

Defaults Upon Senior Securities
None

Item 4

Submission of Matters to Vote of Security Holders
None

Item 5

Other Information
None

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 DEF 14A filed on December 15, 2003.

 

31.1

Certificate of Chief Executive Officer

 

31.2

Certificate of Chief Financial Officer

 

32.1

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

 

32.2

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

 

99

Exhibit Number 99
Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995, are incorporated by reference to Exhibit 99 of the Form 10-K for the fiscal year ended April 30, 2006.


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 16, 2007
Date

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

March 16, 2007
Date

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


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
4/30/0710-K
Filed on:3/16/078-K
3/9/07
For Period End:1/31/07
1/16/07
10/25/06
7/7/06
4/30/0610-K
1/31/0610-Q
12/15/03DEF 14A
12/26/01DEF 14A
 List all Filings 
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