8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) September 10, 2021

BUTLER NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Kansas
(State or Other Jurisdiction of Incorporation)

0-1678 (Commission File Number)	41-0834293 (IRS Employer Identification No.)
19920 W. 161st Street, Olathe, Kansas (Address of Principal Executive Offices)	66062 (Zip Code)

913-780-9595
(Registrant's Telephone Number, Including Area Code)


Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company ☐

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

Item 2.02	Results of Operations and Financial Condition
Item 2.02	On September 10, 2021 Butler National Corporation issued a press release announcing its financial results for the first quarter for the period ending July 31, 2021.  Butler National Corporation will have a conference call on September 14, 2021 to discuss the results. A copy of the press release is attached as Exhibit 99 to this Current Report on Form 8-K. The information furnished under this Item 2.02, including Exhibit 99, shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, of the Exchange Act, except as otherwise expressly stated in any such filing.
Item 9.01	Financial Statements and Exhibits
Exhibit 99	Press release announcing Butler National Corporation first quarter fiscal year 2022 financial results and conference call.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BUTLER NATIONAL CORPORATION (Registrant)
September 10, 2021 Date	/S/ Clark D. Stewart Clark D. Stewart (President and Chief Executive Officer)
September 10, 2021 Date	/S/ Tad M. McMahon Tad M. McMahon (Chief Financial Officer)

EX-99

Exhibit 99

PRESS RELEASE FOR IMMEDIATE RELEASE	September 10, 2021
BUTLER NATIONAL CORPORATION ANNOUNCES First QUARTER FISCAL YEAR 2022 FINANCIAL RESULTS AND CONFERENCE CALL - Revenue increased 40%, Net Income of $2.9 million -

OLATHE, KANSAS, September 10, 2021, - Butler National Corporation (OTCQB: BUKS), a leader in the growing global market for aircraft modification, maintenance, repair and overhaul (MRO) and a recognized provider of gaming management services, announces its financial results for the first quarter fiscal 2022 ended July 31, 2021.  In conjunction with the release, the Company has scheduled a conference call Tuesday, September 14, 2021 at 10:00 AM Central Daylight Time.

What: Butler National Corporation First Quarter Fiscal 2022 Financial Results Conference Call

When: Tuesday, September 14, 2021 - 10:00 AM Central Daylight Time

How: Live via phone by dialing 877-358-7305. Code: Butler National Corporation.  Participants to the conference call should call in at least 5 minutes prior to the start time.

Clark Stewart, President & CEO, Butler National Corp., will be leading the call and discussing results of the first quarter, the status of new and existing orders, gaming activities and an outlook on the balance of fiscal 2022.

Historical selected financial data related to all operations:
	Quarter Ended July 31					Quarter Ended April 30
	(In thousands)					(In thousands)
	2021		2020			2021		2020
Revenue	$	18,145	$	12,989		$	17,908	$	12,617
Operating Income (Loss)		4,022		128			2,217		(2,330	)
Net Income (Loss)		2,906		(15	)		624		(1,392	)
Total Assets		101,503		98,488			101,921		94,782
Long-term obligations		41,955		45,516			42,975		46,047
Stockholders' Equity		46,305		37,392			41,379		37,804
Weighted Average Shares - Diluted		75,367		74,386			74,027		68,308
Earnings (Loss) Per Share	$	0.04	$	0.00		$	0.01	$	(0.02	)
New Product Research and Development Cost		326		763			941		703

Management Comments

“The quarter-ended July 31, 2021 was a robust start to fiscal year 2022. Both the Professional Services and Aerospace Products segments experienced significant revenue increases. Revenue increased 40% to $18.1 million in the three months ended July 31, 2021, as compared to $13.0 million in the three months ended July 31, 2020. The increase in revenue reflects an increase of 10% in Aerospace Products revenue and an increase of 82% in Professional Services revenue. We continue to focus on growth in international markets, solutions for regulatory mandates and the development of new supplemental type certificates (“STCs”). This includes significant global efforts.

First quarter fiscal 2022 net income was $2.9 million compared to a net loss of $15,000 in the first quarter fiscal 2021. First quarter fiscal 2022 operating margin was 22% compared to 1% in first quarter fiscal 2021. We continue to work to improve efficiencies in our implementation, operational processes, and controlling general and administrative expenses.

During the three months ending July 31, 2021, we invested approximately $326,000 in projects focused on the development and acquisition of new products. We feel this expenditure for design and development engineering, testing, and certification of new products is required to grow Aerospace Products and help stabilize our long-term revenue and enhance our profits.

We are excited about the future. Management and all employees are focused on the development of new products, execution of our numerous business development opportunities as well as increasing revenue while managing costs. We believe we are positioned for the future as we focus on serving the needs of our customers and enhancing shareholder value,” commented Clark D. Stewart, President of the Company.

Business Segment Highlights

Professional Services:

Revenue increased 82% for the three months ended July 31, 2021 to $9.7 million compared to $5.4 million in the three months ended July 31, 2020. Costs increased 9% in the three months ended July 31, 2021 to $3.7 million compared to $3.4 million for the three months ended July 31, 2020. Costs were 38% of segment total revenues in the three months ended July 31, 2021, as compared to 64% of segment total revenues in the three months ended July 31, 2020. Expenses increased 11% in the three months ended July 31, 2021 to $3.0 million compared to $2.7 million in the three months ended July 31, 2020. Expenses were 31% of segment total revenues in the three months ended July 31, 2021, as compared to 51% of segment total revenues in the three months ended July 31, 2020. There was an operating income of $3.0 million in the three months ended July 31, 2021 compared to an operating loss of  $791,000 in the three months ended July 31, 2020.

Aerospace Products:

Revenue increased 10% to $8.4 million in the three months ended July 31, 2021, compared to $7.6 million in the three months ended July 31, 2020. The increase in revenue was due to a decrease of $207,000 in avionics business and a $1.0 million increase in modification business. Costs increased by 18% in the three months ended July 31, 2021 to $6.0 million compared to $5.1 million for the three months ended July 31, 2020. Costs were 71% of segment total revenue in the three months ended July 31, 2021, as compared to 67% of segment total revenue in the three months ended July 31, 2020. Expenses decreased 15% in the three months ended July 31, 2021 to $1.4 million compared to $1.6 million in the three months ended July 31, 2020. Expenses were 17% of segment total revenue in the three months ended July 31, 2021, as compared to 21% of segment total revenue in the three months ended July 31, 2020. Operating income from Aerospace Products increased 12% to $1.0 million in the three months ended July 31, 2021 from $919,000 in the three months ended July 31, 2020.

Costs related to Professional Services and Aerospace Products include the cost of engineering, labor, materials, equipment utilization, control systems, security and occupancy. Expenses related to Professional Services and Aerospace Products include marketing and advertising, employee benefits, depreciation and amortization, and general, administrative and other expenses.

Backlog:

As of July 31, 2021, our backlog totaled approximately $24.1 million. The backlog includes firm, pending, and contract orders, which may not be completed within the next fiscal year. This is standard for the industry in which modifications services and related contracts may take several months or years to complete. Such actions force backlog as additional customers request modifications but must wait for other projects to be completed. There can be no assurance that all orders will be completed or that some may ever commence.

Our Business:
Butler National Corporation operates in the Aerospace and Services business segments. The Aerospace Products segment includes the manufacture, sale and service of electronic equipment and systems and technologies to enhance and support products related to aircraft. Additionally, we also operate several Federal Aviation Administration (the "FAA") Repair Stations. Butler National companies, Avcon Industries, Inc., Butler National Tempe, and Butler Avionics, in Aerospace Products concentrate on Learjet, Beechcraft King Air, Cessna turbine engine, Cessna multi-engine piston and Dassault Falcon 20 aircraft. Specifically, the design, distribution and support for products for older aircraft, or “Classic” aircraft are areas of focus for companies in Aerospace Products. Services include temporary employee services, gaming services and administrative management services.

Forward-Looking Information:

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

FOR MORE INFORMATION, CONTACT:
David Drewitz, Public Relations david@creativeoptionscommunications.com www.creativeoptionscommunications.com Butler National Corporation Investor Relations	Ph  (972) 814-5723 Ph (913) 780-9595

THE WORLDWIDE WEB:
Please review www.butlernational.com for pictures of our products and details about Butler National Corporation and its subsidiaries.