UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended July 31, 2024

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

For the transition period from ____________ to _____________

Commission File Number 0-1678

BUTLER NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Kansas	41-0834293
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Aero Plaza, New Century, Kansas 66031

(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (913) 780-9595

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

Securities registered pursuant to Section 12(g) of the Act:
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 (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

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

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

The number of shares outstanding of the Issuer's Common Stock, $0.01 par value, as of September 13, 2024 was 68,270,856 shares.

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BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

INDEX

		PAGE NO.
Item 1	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets – July 31, 2024 (unaudited) and April 30, 2024	3
	Condensed Consolidated Statements of Operations - Three Months Ended July 31, 2024 and 2023	4
	Condensed Consolidated Statements of Stockholders' Equity - Three Months Ended July 31, 2024 and 2023	5
	Condensed Consolidated Statements of Cash Flows - Three Months Ended July 31, 2024 and 2023	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4	Controls and Procedures	24

Item 1	Legal Proceedings	24
Item 1A	Risk Factors	24
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3	Defaults Upon Senior Securities	25
Item 4	Mine Safety Disclosures	25
Item 5	Other Information	25
Item 6	Exhibits	25
Signatures		26
Exhibit Index		27

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

As of July 31, 2024 and April 30, 2024

(in thousands except per share data) 

	July 31, 2024			April 30, 2024
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	17,833		$	17,792
Accounts receivable, net		7,326			5,776
Inventory, net		9,629			9,522
Contract asset		2,376			3,812
Prepaid expenses and other current assets		1,848			1,694
Total current assets		39,012			38,596
LEASE RIGHT-TO-USE ASSET, net		3,516			2,892
PROPERTY, PLANT AND EQUIPMENT, net		58,940			59,587
SUPPLEMENTAL TYPE CERTIFICATES (net of accumulated amortization of $12,110 at July 31, 2024 and $11,810 at April 30, 2024)		10,071			9,762
OTHER ASSETS:
Other assets (net of accumulated amortization of $13,263 at July 31, 2024 and $13,041 at April 30, 2024)		1,191			1,219
Deferred tax asset, net		1,919			1,919
Total other assets		3,110			3,138
Total assets	$	114,649		$	113,975
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	4,845		$	5,291
Current maturities of long-term debt		4,915			4,866
Current maturities of lease liability		113			25
Contract liability		8,038			5,922
Gaming facility mandated payment		1,481			1,846
Compensation and compensated absences		1,943			1,932
Income taxes payable		765			2,842
Other current liabilities		320			193
Total current liabilities		22,420			22,917
LONG-TERM LIABILITIES
Long-term debt, net of current maturities		31,996			33,244
Lease liability, net of current maturities		3,941			3,373
Total long-term liabilities		35,937			36,617
Total liabilities		58,357			59,534
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, par value $5: Authorized 50,000,000 shares, all classes; Designated Classes A and B 200,000 shares; no shares issued and outstanding		-			-
Common stock, par value $.01: Authorized 100,000,000 shares, issued 79,646,211 shares, and outstanding 68,270,856 shares at July 31, 2024 and issued 79,646,211 shares, and outstanding 68,770,856 shares at April 30, 2024		796			796
Capital contributed in excess of par		13,935			13,866
Treasury stock at cost, 11,375,355 shares at July 31, 2024 and 10,875,355 shares at April 30, 2024		(7,661	)		(7,197	)
Retained earnings		49,222			46,976
Total stockholders' equity		56,292			54,441
Total liabilities and stockholders' equity	$	114,649		$	113,975

See accompanying notes to condensed consolidated financial statements (unaudited)

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BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED July 31, 2024 AND 2023

(in thousands, except per share data)

(unaudited)

	THREE MONTHS ENDED
	July 31,
	2024			2023
REVENUE:
Professional services	$	9,236		$	9,041
Aerospace products		10,592			8,144
Total revenues		19,828			17,185
COSTS AND EXPENSES:
Cost of professional Services		3,892			3,946
Cost of aerospace products		7,474			7,326
Marketing and advertising		914			1,278
General, administrative and other		4,012			3,498
Total costs and expenses		16,292			16,048
OPERATING INCOME		3,536			1,137
OTHER INCOME (EXPENSE):
Interest expense		(565	)		(639	)
Gain on sale of airplanes		-			440
Interest income		106			47
Total other income (expense)		(459	)		(152	)
INCOME BEFORE INCOME TAXES		3,077			985
PROVISION FOR INCOME TAXES:
Provision for income taxes		831			266
NET INCOME	$	2,246		$	719
BASIC EARNINGS PER COMMON SHARE	$	0.03		$	0.01
WEIGHTED AVERAGE SHARES USED IN PER SHARE CALCULATION		68,738,247			75,198,532
DILUTED EARNINGS PER COMMON SHARE	$	0.03		$	0.01
WEIGHTED AVERAGE SHARES USED IN PER SHARE CALCULATION		68,738,247			75,198,532

See accompanying notes to condensed consolidated financial statements (unaudited)

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 BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE three MONTHS ENDED July 31, 2024 AND 2023

(dollars in thousands) (unaudited)

	Shares of Common Stock			Common Stock			Capital Contributed in Excess of Par			Shares of Treasury Stock		Treasury Stock at Cost			Retained Earnings		Total Stock-holders’ Equity
Balance, April 30, 2023		80,871,211		$	808		$	13,647			3,979,522	$	(2,138	)	$	34,464	$	46,781
Stock repurchase		-			-			-			6,863,789		(5,035	)		-		(5,035	)
Deferred compensation, restricted stock		(1,300,000	)		(13	)		(236	)		-		-			-		(249	)
Net Income		-			-			-			-		-			719		719
Balance, July 31, 2023		79,571,211		$	795		$	13,411			10,843,311	$	(7,173	)	$	35,183	$	42,216

	Shares of Common Stock		Common Stock		Capital Contributed in Excess of Par		Shares of Treasury Stock		Treasury Stock at Cost			Retained Earnings		Total Stock-holders’ Equity
Balance, April 30, 2024		79,646,211	$	796	$	13,866		10,875,355	$	(7,197	)	$	46,976	$	54,441
Stock repurchase		-		-		-		500,000		(464	)		-		(464	)
Deferred compensation, restricted stock		-		-		69		-		-			-		69
Net Income		-		-		-		-		-			2,246		2,246
Balance, July 31, 2024		79,646,211	$	796	$	13,935		11,375,355	$	(7,661	)	$	49,222	$	56,292

See accompanying notes to condensed consolidated financial statements (unaudited)

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BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE three MONTHS ENDED July 31, 2024 AND 2023

(in thousands)

(unaudited) 

	THREE MONTHS ENDED
	July 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,246		$	719
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,596			1,423
Deferred income tax expense		-			-
Gain on sale of airplanes		-			(440	)
Deferred compensation, restricted stock		69			(249	)
Changes in operating assets and liabilities:
Accounts receivable		(1,550	)		533
Inventory		(107	)		(100	)
Contract assets		1,436			(1,276	)
Prepaid expenses and other assets		(154	)		1,466
Accounts payable		(446	)		(1,152	)
Contract liability		2,116			3,225
Lease liability		50			48
Accrued liabilities		11			(5,179	)
Gaming facility mandated payment		(365	)		(281	)
Income tax payable		(2,077	)		265
Other liabilities		127			136
Net cash provided by operating activities		2,952			(862	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(1,182	)		(901	)
Proceeds from sale of airplanes		-			440
Net cash used in investing activities		(1,182	)		(461	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt		(1,199	)		(1,338	)
Repayments on right-to-use lease liability		(66	)		(65	)
Repurchase of common stock		(464	)		(5,035	)
Net cash used in financing activities		(1,729	)		(6,438	)
NET INCREASE (DECREASE) IN CASH		41			(7,761	)
CASH, beginning of period		17,792			21,997
CASH, end of period	$	17,833		$	14,236
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	568		$	637
Income taxes paid	$	2,908		$	-
NON CASH INVESTING AND FINANCING ACTIVITY:
Lease right-of-use assets purchased	$	672		$	-
Lease liability for purchase of assets under lease	$	672		$	-

See accompanying notes to condensed consolidated financial statements (unaudited)

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BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

1. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X and do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the annual report on Form 10-K for the fiscal year ended April 30, 2024. In our opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. Operating results for the three months ended July 31, 2024 are not indicative of the results of operations that may be expected for the fiscal year ending April 30, 2025.

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

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

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

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

1) Identify the contract, or contracts, with a customer

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

2) Identify the performance obligations in the contract

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

3) Determine the transaction price

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

4) Allocate the transaction price to the performance obligations in the contract

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

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5) Recognize revenue when, or as, we satisfy a performance obligation

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

Aircraft modifications are performed under fixed-price contracts unless modified with a change order.  Significant payment terms are generally included in these contracts, requiring a 30% to 50% down payment on arrival of the aircraft and include milestone payments throughout the project.  Typically, contracts are less than one year in duration.  Revenue from fixed-priced contracts is recognized on the percentage-of-completion method, measured by the direct labor incurred compared to total estimated direct labor.  Direct labor best represents the progress on a contract as it directly correlates to the overall progress on the work to be performed.

Revenue from Aircraft Avionics and Special Mission Electronics are recognized when shipped. Payment for these Avionics products is due within 30 days of the invoice date after shipment.

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

Gaming revenue is the gross gaming win as reported by the Kansas Lottery casino reporting systems, less the mandated payments by and for the State of Kansas. Electronic games-slots and table games revenue is the aggregate of gaming wins and losses. Liabilities are recognized for chips and "ticket-in, ticket-out" coupons in the customers' possession, and for accruals related to anticipated payout of progressive jackpots. Progressive gaming machines, which contain base jackpots that increase at a progressive rate based on the number of coins played, are deducted from revenue as the value of jackpots increase. Effective September 1, 2022, sports wagering became legal in the State of Kansas. The company is currently managing sports wagering through DraftKings sports wagering platform. The Company shares a percentage of the gross sports wagering win with its platform partner. Revenue from Gaming Management and other Corporate/Professional Services is recognized as the service is rendered. Food, beverage, and other revenue is recorded when the service is received and paid.

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4. Disaggregation of Revenue

In the following table, revenue is disaggregated by primary geographical market, major product line, and timing of revenue recognition.

	Three Months Ended July 31, 2024						Three Months Ended July 31, 2023
	Professional Services		Aerospace Products		Total		Professional Services		Aerospace Products		Total
Geographical Markets
North America	$	9,236	$	6,367	$	15,603	$	9,041	$	6,951	$	15,992
Europe		-		3,535		3,535		-		952		952
Asia		-		455		455				4		4
Australia and Other		-		235		235		-		237		237
	$	9,236	$	10,592	$	19,828	$	9,041	$	8,144	$	17,185
Major Product Lines
Casino Gaming Revenue	$	7,081	$	-	$	7,081	$	7,198	$	-	$	7,198
Sportsbook Revenue		1,007		-		1,007		701		-		701
Casino Non-Gaming Revenue		1,148		-		1,148		1,090		-		1,090
Professional Services		-		-		-		52		-		52
Aircraft Modification		-		7,106		7,106		-		5,483		5,483
Aircraft Avionics		-		461		461		-		744		744
Special Mission Electronics		-		3,025		3,025		-		1,917		1,917
	$	9,236	$	10,592	$	19,828	$	9,041	$	8,144	$	17,185
Contract Types / Revenue Recognition Timing
Percentage of completion contracts	$	-	$	6,080	$	6,080	$	-	$	5,213	$	5,213
Goods or services transferred at a point of sale		9,236		4,512		13,748		9,041		2,931		11,972
	$	9,236	$	10,592	$	19,828	$	9,041	$	8,144	$	17,185

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5. Accounts receivable, net, contract asset and contract liability

Accounts Receivables, net, contract asset and contract liability were as follows (in thousands):

	July 31,		April 30,
	2024		2024
Accounts Receivable, net	$	7,326	$	5,776
Contract Asset		2,376		3,812
Contract Liability		8,038		5,922

Accounts receivable, net consist of $7,326 and $5,776 from customers as of  July 31, 2024 and April 30, 2024, respectively. At July 31, 2024 and April 30, 2024, the allowance for doubtful accounts was $47 and $47, respectively.

Contract assets are net of progress payments and performance based payments from our customers totaling $2,376 and $3,812 as of July 31, 2024 and April 30, 2024. Contract assets decreased $1,436 during the three months ended July 31, 2024, primarily due to the recognition of revenue related to the satisfaction or partial satisfaction of performance obligations during the three months ended July 31, 2024. There were no significant impairment losses related to our contract assets during the three months ended July 31, 2024. We expect to bill our customers for the majority of the July 31, 2024 contract assets during fiscal year end 2025.

Contract liabilities increased $2,116 during the three months ended July 31, 2024, primarily due to the revenue recognized on these performance obligations being less than the payments received.

6. Inventory

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

Inventory obsolescence is examined on a regular basis. When determining our estimate of obsolescence, we consider inventory that has been inactive for five years or longer and the probability of using that inventory in future production. The obsolete inventory generally consists of Falcon and Learjet parts and electrical components. 

Inventory is comprised of the following, net of the estimate for obsolete inventory of $360 at July 31, 2024 and $360 at April 30, 2024.

	July 31, 2024		April 30, 2024
Parts and raw material	$	6,281	$	6,111
Work in process		3,279		3,349
Finished goods		69		62
Total Inventory, net of allowance	$	9,629	$	9,522

7. Property, Plant and Equipment

Property, plant and equipment is comprised of the following:

	July 31, 2024			April 30, 2024
Land	$	4,224		$	4,224
Building and improvements		48,230			48,190
Aircraft		5,699			5,599
Machinery and equipment		7,463			7,484
Office furniture and fixtures		14,611			14,389
Leasehold improvements		4,032			4,032
		84,259			83,918
Accumulated depreciation		(25,319	)		(24,331	)
Total property, plant and equipment	$	58,940		$	59,587

Property and Related Depreciation: Machinery and equipment are recorded at cost and depreciated over their estimated useful lives. Depreciation is provided on a straight-line basis. Depreciation expense was $1,075 for the three months ended July 31, 2024 and $1,033 for the three months ended July 31, 2023. Depreciation expense is included in cost of sales and general and administrative costs.

Description	Estimated useful life
Building and improvements	39 years or the shorter of the estimated useful life of the asset or the underlying lease term
Aircraft	5 years
Machinery and equipment	5 years
Office furniture and fixtures	5 years
Leasehold improvements	Shorter of the estimated useful life of the asset or the underlying lease term

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Maintenance and repairs are charged to expense as incurred. The cost and accumulated depreciation of assets retired are removed from the accounts and any resulting gains or losses are reflected as income or expense.

8. Use of Estimates: 

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

9. Research and Development:

We invested in research and development activities. The amount invested in the three months ended July 31, 2024 and 2023 was $220 and $205, respectively.

10. Debt:

At  July 31, 2024 , the Company has a line of credit with Kansas State Bank in the form of a promissory note with an interest rate 8.4% totaling $2,000. The unused line at July 31, 2024  is $2,000. There were no advances made on the line of credit during the quarter ended  July 31, 2024. The line of credit is due on demand and is secured by a first and second position on all assets of the Company.

One note with Academy Bank, N.A. for $28,570 secured by all of BHCMC's assets and compensation under the State management contract with an interest rate of 5.32% payable over seven years with an initial twenty-year amortization and a balloon payment of $19,250 in December 2027. The second note with Academy Bank, N.A. for $6,717 is secured by all of BHCMC's assets and compensation under the State management contract with an interest rate of 5.75% payable in full over five years. These notes contain a covenant to maintain a debt service coverage ratio of 1.3 to 1.0. These notes also contain a liquidity covenant requiring the Company to maintain an aggregate sum of $1.5 million of unrestricted cash. We are in compliance with these covenants at July 31, 2024.

At July 31, 2024, there is a note payable with Bank of America, N.A. with a balance of $746. The interest rate on this note is at SOFR plus 1.75%.  The loan is secured by buildings and improvements having a net book value of $665.  This note matures in March 2029.

At July 31, 2024, there is a note payable with Patriots Bank with an interest rate of 4.35% totaling $847.  This loan is secured by aircraft security agreements with a net book value of $627.  This note matures in March 2029.

At July 31, 2024, there is a note payable with an interest rate of 8.13% totaling $31 secured by equipment with a net book value of $31. This note matures in October 2025.

We are compliant with the covenants and obligations of each of our notes as of July 31, 2024, and September 13, 2024.

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11. Other Assets:

Our other asset account includes assets of $5,500 related to the Kansas Expanded Lottery Act Management Contract privilege fee, $7,409 of gaming equipment we were required to pay for ownership by the State of Kansas Lottery, JET autopilot intellectual property of $1,417 and miscellaneous other assets of $128. BHCMC expects the $5,500 privilege fee to have a value over the remaining life of the initial Management Contract with the State of Kansas which will end in December 2024. The State of Kansas approved a renewal management contract and an amendment to the current management contract for our Professional Services company BNSC assumed by BHCMC. The renewal will take effect December 15, 2024, and continue to 2039, another 15 years. The Managers Certificate asset for use of gaming equipment is being amortized over a period of three years based on the estimated useful life of gaming equipment. The JET intellectual property is fully amortized.

12. Stock Options and Incentive Plans:

In November 2016, the shareholders approved and adopted the Butler National Corporation 2016 Equity Incentive Plan. The maximum number of shares of common stock that may be issued under the Plan is 12.5 million.

On April 12, 2019, the Company granted 2.5 million restricted shares to employees. In April 2024, 1,650,000 of those shares became fully vested and non-forfeitable. The remaining 850,000 shares were forfeited. On March 17, 2020, the Company granted 5.0 million restricted shares to employees. These shares have voting rights at date of grant and become fully vested and non-forfeitable on March 16, 2025. The restricted shares were valued at $0.41 per share, for a total of $2.0 million. The deferred compensation related to these grants will be expensed on the financial statements over the five-year vesting period. 

In July 2022, the Company granted a board member 400,000 shares under the plan. These shares were fully vested and non-forfeitable on the date of grant. These shares were valued at $0.88 per share, for a total of $352. The compensation related to this grant was expensed in fiscal year 2023. 

In October 2023, the Company granted a board member 300,000 shares under the plan.  These shares were fully vested and non-forfeitable on the date of the grant. These shares were valued at $0.74 per share, for a total of $222.  The compensation related to this grant was expensed in fiscal year 2024.

For the three months ended July 31, 2024 the Company expensed $69.  For the three months ended  July 31, 2023, the Company expensed $104 and received a benefit from the forfeiture of shares of $353, for a net benefit of $249.

	Number of Shares			Weighted Average Grant Date Fair Value
Total shares issued		8,200,000		$	0.43
Forfeited, in prior periods		(975,000	)	$	0.40
Forfeited, during the year ended April 30, 2024		(1,525,000	)	$	0.40
Forfeited, during the three months ended July 31, 2024		-		$	0.40
Total		5,700,000		$	0.45
Vested shares		2,350,000		$	0.56
Non-vested shares		3,350,000		$	0.41

13. Stock Repurchase Program:

In December 2016, the Board of Directors approved a common stock repurchase program. The program was established for the purpose of enabling Butler National Corporation (BNC) to flexibly repurchase its own shares in consideration of factors such as opportunities for strategic investment, BNC's financial condition and the price of its common stock as part of improving capital efficiency. In July 2023, the Board of Directors approved an increase in the size of the Company's common stock repurchase program from $4 million to $9 million. The program is currently authorized through July 31, 2025. The total remaining authorization for future common stock repurchases under our share repurchase program was $2.1 million as of July 31, 2024.

The table below provides information with respect to common stock purchases by the Company through July 31, 2024.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
Shares purchased in prior periods		3,379,522	$	0.42		3,379,522	$	7,594
Quarter ended July 31, 2023 (a)		6,863,789	$	0.73		6,863,789	$	2,560
Quarter ended October 31, 2023 (a)		2,300	$	0.73		2,300	$	2,558
Quarter ended January 31, 2024 (a)		24,744	$	0.73		24,744	$	2,540
Quarter ended April 30, 2024 (a)		5,000	$	0.79		5,000	$	2,536
Quarter ended July 31, 2024 (a)		500,000	$	0.93		500,000	$	2,071
Total		10,775,355	$	0.64		10,775,355

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

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14. Lease Right-to-Use:

We lease hangars and office space with initial lease terms of five, forty-six, and fifty years.

	July 31, 2024
Lease right-to-use assets	$	3,829
Less accumulated depreciation		313
Total	$	3,516

Future minimum lease payments for assets under finance leases at July 31, 2024 are as follows:

2025	$	269
2026		274
2027		279
2028		284
2029		275
Thereafter		12,674
Total minimum lease payments		14,055
Less amount representing interest		10,001
Present value of net minimum lease payments		4,054
Less current maturities of lease liability		113
Lease liability, net of current maturities	$	3,941

Finance lease costs at July 31, 2024 and  July 31, 2023 are as follows: 

	July 31, 2024		July 31, 2023
Finance lease cost:
Amortization of right-of-use assets	$	48	$	47
Interest on lease liabilities		50		48
Total finance lease cost	$	98	$	95

	July 31, 2024			July 31, 2023
Weighted average remaining lease term - Financing leases (in years)		38			44
Weighted average discount rate - Financing leases		5.9	%		5.8	%

15. Acquisition:

In September 2023, the Company acquired KC Machine to help expand our Avcon parts fabrication capacity for $2,860. KC Machine is a recognized provider of high quality precision machine parts. The purchase price was paid by a combination of $2,375 in cash, a $300 earned-out liability that was paid in March 2024, and a final escrow liability due September 2024.  The present value of these liabilities is included in accounts payable at July 31, 2024.

The following table summarizes the purchase price and accounting for this transaction:

Purchase price summary:
Cash paid at closing	$	2,375
Present value of final escrow liability		228
Present value of earn-out liability		257
	$	2,860
Accounting summary:
Building	$	1,510
Equipment		930
Intangibles		205
Inventory		230
Other		(15	)
	$	2,860

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16. Segment Reporting and Sales by Major Customer:

Industry Segmentation

Current Activities - The Company focuses on two primary activities, Professional Services and Aerospace Products.

Aerospace Products:

Aircraft Modifications principally includes the modification of customer and company owned business-size aircraft with capabilities to perform special missions including provisions for radar systems, aerial photography, search and rescue, environmental research, mapping, ISR, and stability enhancing modifications for Learjet, Beechcraft, and Cessna aircraft along with other specialized modifications. We provide these services through our subsidiary, Avcon Industries, Inc. ("Aircraft Modifications" or "Avcon").  Avcon activities include the high quality precision manufacturing of machine parts at Butler Machine. 

Special mission electronics principally includes the manufacture, sale, and service of electronics for weapon control systems used on government aircraft and vehicles. We provide the products through our subsidiary, Butler National Corporation - Tempe, Arizona.

Butler Avionics sells, installs and repairs aircraft avionics equipment (airplane radio equipment and flight control systems). These systems are flight display systems which include intuitive touchscreen controls with large display to give users unprecedented access to high-resolution terrain mapping, graphical flight planning, geo-referenced charting, traffic display, satellite weather and much more. Butler Avionics is also recognized nationwide for its troubleshooting and repair work particularly on autopilot systems.

Professional Services:

Butler National Service Corporation ("BNSC") and its wholly owned subsidiary BHCMC, LLC provide management services to the Boot Hill Casino, a "state-owned casino".

Three Months Ended July 31, 2024	Gaming		Aircraft Modification		Aircraft Avionics			Special Mission Electronics		Other			Total
Revenues from customers	$	9,236	$	7,106	$	461		$	3,025	$	-		$	19,828
Interest expense		491		59		-			14		1			565
Depreciation and amortization		792		744		6			34		20			1,596
Operating income (loss)		2,754		555		(55	)		1,384		(1,102	)		3,536

Three Months Ended July 31, 2023	Gaming		Aircraft Modification			Aircraft Avionics			Special Mission Electronics		Other			Total
Revenues from customers	$	8,989	$	5,483		$	744		$	1,917	$	52		$	17,185
Interest expense		556		58			-			16		9			639
Depreciation and amortization		648		713			3			32		27			1,423
Operating income (loss)		2,314		(793	)		(86	)		721		(1,019	)		1,137

Our Chief Operating Decision Maker (CODM) uses the information above to evaluate performance by operating segment and does not evaluate operating segments using asset or liability information.

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Major Customers: Revenue from major customers (10 percent or more of consolidated revenue) were as follows:

	Three Months Ended July 31, 2024			Three Months Ended July 31, 2023
Aerospace Products – one customer in the three months ended July 31, 2024, two customers in the three months ended July 31, 2023		15.2	%		23.8	%
Professional Services		-			-

In the three months ended July 31, 2024 the Company derived 33.3% of total revenue from five Aerospace customers. The top customer provided 15.2% of total revenue while the next top four customers ranged from 2.6% to 6.9%. At July 31, 2024, we had one customer that accounted for 24.2% of our accounts receivable.

17. Subsequent Events:

The Company evaluated its July 31, 2024 financial statements for subsequent events through the filing date of this report. The Company is not aware of any subsequent events that would require recognition or disclosure in the consolidated financial statements.

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

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

Forward-Looking Statements

Statements made in this report, other reports and proxy statements filed with the Securities and Exchange Commission, communications to stockholders, press releases, and oral statements made by representatives of the Company that are not historical in nature, or that state the Company or management intentions, plans, 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," "anticipate," "goal," "forecast," "plan," "guidance" or "estimate" or the negative of these words, variations thereof or similar expressions. Forward-looking statements are not guarantees of future performance or results. They involve risks, uncertainties, and assumptions. It is important to note that any such performance and actual results, financial condition or business, could differ materially from those expressed in such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Item 1A (Risk Factors) of the Annual Report on Form 10-K for the fiscal year ended April 30, 2024, 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, except as expressly required by federal securities laws.

The forward-looking statements in this report are only predictions and actual events or results may differ materially. In evaluating such statements, a number of risks, uncertainties and other factors could cause actual results, performance, financial condition, cash flows, prospects and opportunities to differ materially from those expressed in, or implied by, the forward-looking statements. These risks, uncertainties and other factors include those set forth in Item 1A (Risk Factors) of the Annual Report on Form 10-K for the fiscal year ended April 30, 2024, including the following factors:

● customer concentration risk;

● dependence on government spending;

● industry specific business cycles;

● regulatory hurdles in the launch of new products;

● loss of key personnel;

● the geographic location of our casino;

● fixed-price contracts;

● international sales;

● future acquisitions;

● supply chain and labor issues;

● customer demand;

● lack of insurance for aircraft modifications;

● cyber security threats;

● fraud, theft and cheating at our casino;

● dependence on third-party platforms to offer sports wagering;

● outside factors influence the profitability of sports wagering;

● change of control restrictions;

● significant and expensive governmental regulation across our industries;

● failure by the corporation or its stockholders to maintain applicable gaming licenses;

● evolving political and legislative initiatives in gaming;

● extensive and increasing taxation of gaming revenues;

● changes in regulations of financial reporting;

● the stability of economic markets;

● potential impairment losses;

● marketability restrictions of our common stock;

● the possibility of a reverse-stock split;

● market competition by larger competitors;

● acts of terrorism and war;

● inclement weather and natural disasters; and

● rising inflation

Except as expressly required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this report. Results of operations in any past period should not be considered indicative of the results to be expected for future periods. Fluctuations in operating results may also result in fluctuations in the price of the Company's common stock.

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

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General

Butler National Corporation (“Butler National” the “Company”, “we”, “us”, or “our”) was incorporated in 1960. Our companies design, engineer, manufacture, sell, integrate, install, repair, modify, overhaul, service and distribute a broad portfolio of aerostructures, aircraft components, avionics, accessories, subassemblies and systems (“Aerospace Products”). We serve a broad, worldwide spectrum of the aviation industry, including owners and contractors of private and commercial business, and government aircraft and suppliers to the government.

In addition, our companies provide management services in the gaming industry, which includes owning the land and building for the Boot Hill Casino and Resort in Dodge City, Kansas (“Professional Services”).

Products and Services

The Company has two operating segments for financial reporting purposes: (a) Aerospace Products, whose companies’ revenues are derived from system design, engineering, manufacturing, sale, distribution, integration, installation, repairing, modifying, overhauling and servicing of aerostructures, avionics, aircraft components, accessories, subassemblies and systems; and (b) Professional Services, whose companies provide professional management services in the gaming industry and sports wagering.

Aerospace Products. The Aerospace Products segment includes the design, manufacture, sale and service of structural modifications, electronic equipment, and systems and technologies that enhance aircraft and electronics related equipment for control systems, test equipment, and defense related articles. Additionally, we operate Federal Aviation Administration (the “FAA”) Repair Stations. Companies in Aerospace Products concentrate on Learjets, Beechcraft King Air and Cessna turboprop aircraft.

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

●	Aerial surveillance products	●	GARMIN GTN Navigator/G700TXi displays
●	Aerodynamic enhancement products	●	J.E.T. autopilot products
●	Standby instrument systems	●	Electrical power systems and switching equipment
●	Avcon stability enhancing fins	●	Rate gyroscopes
●	ADS-B (transponder) systems	●	Replacement vertical accelerometers
●	Cargo/sensor carrying pods and radomes	●	Provisions to allow carrying of external stores
●	Electronic navigation instruments, radios and transponders	●	Attitude and heading reference systems

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

●	Aerial photograph capabilities	●	Extended tip fuel tanks
●	Aerodynamic improvements	●	Radar systems
●	Avionics systems	●	ISR – Intelligence Surveillance Reconnaissance
●	Cargo doors	●	Special mission modifications
●	Extended nose and wing tip bays	●	Target towing capabilities
●	Environmental research capabilities	●	Traffic collision avoidance systems

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

●	Cabling	●	HangFire Override Modules
●	Electronic control systems	●	Test equipment
●	Gun Control Units for Apache and Blackhawk helicopters	●	Gun Control Units for land and sea based military vehicles

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Professional Services. The Professional Services segment includes the management of a gaming and related dining and entertainment facility in Dodge City, Kansas. Boot Hill Casino and Resort features approximately 500 slot machines, 17 table games and a DraftKings branded sportsbook. A company in Professional Services previously provided licensed architectural services and was closed in January 2024.

Boot Hill. Butler National Service Corporation (“BNSC”) and BHCMC, LLC (“BHCMC”), companies in Professional Services, manage The Boot Hill Casino and Resort in Dodge City, Kansas (“Boot Hill”) pursuant to the Lottery Gaming Facility Management Contract, by and among BNSC, BHCMC and the Kansas Lottery, as subsequently amended (“Boot Hill Agreement”). As required by Kansas law, all games, gaming equipment and gaming operations, including sports wagering, at Boot Hill are owned and operated by the Kansas Lottery. On September 1, 2022, sports wagering became legal in the State of Kansas.  The Company entered into a provider contract with DraftKings (Crown KS Gaming, LLC) for interactive/mobile sports wagering.  In addition to an online platform, the Company also features a DraftKings branded sports book at Boot Hill that opened on February 28, 2023.

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Results Overview

The three months ended July 31, 2024 revenue increased 15% to $19.8 million compared to $17.2 million in the three months ended July 31, 2023. In the three months ended July 31, 2024 the Professional Services revenue was $9.2 million compared to $9.0 million in the three months ended July 31, 2023, an increase of 2%. In the three months ended July 31, 2024 the Aerospace Products revenue was $10.6 million compared to $8.1 million in the three months ended July 31, 2023, an increase of 30%.

The three months ended July 31, 2024 net income increased to $2.2 million compared to a net income of $719 in the three months ended July 31, 2023.  The three months ended July 31, 2024, operating income increased to $3.5 million from an operating income of $1.1 million in the three months ended July 31, 2023.

RESULTS OF OPERATIONS

three months ended July 31, 2024 COMPARED TO three months ended July 31, 2023

(dollars in thousands)	Three Months Ended July 31, 2024		Percent of Total Revenue			Three Months Ended July 31, 2023		Percent of Total Revenue			Percent Change 2023-2024
Revenue:
Professional Services	$	9,236		47	%	$	9,041		53	%		2	%
Aerospace Products		10,592		53	%		8,144		47	%		30	%
Total revenue		19,828		100	%		17,185		100	%		15	%
Costs and expenses:
Costs of Professional Services		3,892		19	%		3,946		23	%		-1	%
Cost of Aerospace Products		7,474		38	%		7,326		43	%		2	%
Marketing and advertising		914		5	%		1,278		7	%		-28	%
General, administrative and other		4,012		20	%		3,498		20	%		15	%
Total costs and expenses		16,292		82	%		16,048		93	%		2	%
Operating income	$	3,536		18	%	$	1,137		7	%		211	%

Revenue:

Revenue increased 15% to $19.8 million in the three months ended July 31, 2024, compared to $17.2 million in the three months ended July 31, 2023. See "Operations by Segment" below for a discussion of the primary reasons for the increase in revenue.

● Professional Services derives its revenue from (a) professional management services in the gaming industry through Butler National Service Corporation ("BNSC") and BHCMC, LLC ("BHCMC"), and (b) management support services. Revenue from Professional Services increased 2% for the three months to $9.2 million at July 31, 2024 compared to $9.0 million at July 31, 2023. The sports wagering platform brought in $1.0 million of revenue for the three months ended July 31, 2024 compared to $701 in the three months ended July 31, 2023. 

● Aerospace Products derives its revenue by designing, engineering, manufacturing, installing, servicing and repairing products for classic and current production aircraft. Aerospace Products revenue increased 30% for the three months to $10.6 million at July 31, 2024 compared to $8.1 million at July 31, 2023. The increase in revenue is mainly due to an increase in aircraft modification business of $1.6 million and an increase in special mission electronics business of $1.1 million. 

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Costs and expenses:

Costs and expenses related to Professional Services and Aerospace Products include the cost of engineering, labor, materials, equipment utilization, control systems, security and occupancy. Costs and expenses increased  2% to $16.3 million in the three months ended July 31, 2024 compared to $16.0 million in the three months ended July 31, 2023. Costs and expenses were 82% of total revenue in the three months ended July 31, 2024, as compared to 93% of total revenue in the three months ended July 31, 2023.  

Costs of Professional Services decreased 1% in the three months ended July 31, 2024 to $3.9 million compared to $3.9 million in the three months ended July 31, 2023. Costs were 19% of total revenue in the three months ended July 31, 2024, as compared to 23% of total revenue in the three months ended July 31, 2023.  

Costs of Aerospace Products increased 2% in the three months ended July 31, 2024 to $7.5 million compared to $7.3 million for the three months ended July 31, 2023. Costs were 38% of total revenue in the three months ended July 31, 2024, as compared to 43% of total revenue in the three months ended July 31, 2023.  The increase is directly related to an increase in material and labor costs.

Marketing and advertising expenses decreased 28% in the three months ended July 31, 2024, to $0.9 million compared to $1.3 million in the three months ended July 31, 2023. Expenses were 5% of total revenue in the three months ended July 31, 2024, as compared to 7% of total revenue in the three months ended July 31, 2023. The decrease is due to a change in marketing strategy and methods to attract customers. Marketing and advertising expenses include advertising, sales and marketing labor, gaming development costs, and casino and product promotions.

General, administrative and other expenses as a percent of total revenue was 20% in the three months ended July 31, 2024, compared to 20% in the three months ended July 31, 2023. These expenses increased 15% to $4.0 million in the three months ended July 31, 2024, from $3.5 million in the three months ended July 31, 2023. The increase is primarily due to a $353 benefit from the forfeiture of shares in the three months ended July 31, 2023 compared to $0 in the three months ended July 31, 2024.

Other income (expense):

Other income (expense) was ($459) in the three months ended July 31, 2024 compared to ($152) in the three months ended July 31, 2023.  Interest expense was ($565) in the three months ended July 31, 2024, compared with interest expense of ($639) in the three months ended July 31, 2023. The decrease in interest expense is due to the paydown of long term debt. Interest income was $106 in the three months ended July 31, 2024 compared to $47 in the three months ended July 31, 2023. 

Operations by Segment

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

The following table presents a summary of our operating segment information for the three months ended July 31, 2024 and July 31, 2023:

(dollars in thousands)	Three Months Ended July 31, 2024		Percent of Total Revenue			Three Months Ended July 31, 2023		Percent of Total Revenue			Percent Change 2023-2024
Professional Services
Revenue
Boot Hill Casino	$	9,236		100	%	$	8,989		99	%		3	%
Management/Professional Services		-		0	%		52		1	%		-100	%
Revenue		9,236		100	%		9,041		100	%		2	%
Costs of Professional Services		3,892		42	%		3,946		44	%		-1	%
Expenses		3,214		35	%		3,343		37	%		-4	%
Total costs and expenses		7,106		77	%		7,289		81	%		-3	%
Professional Services operating income	$	2,130		23	%	$	1,752		19	%		22	%

(dollars in thousands)	Three Months Ended July 31, 2024		Percent of Total Revenue			Three Months Ended July 31, 2023			Percent of Total Revenue			Percent Change 2023-2024
Aerospace Products
Revenue	$	10,592		100	%	$	8,144			100	%		30	%
Costs of Aerospace Products		7,474		71	%		7,326			90	%		2	%
Expenses		1,712		16	%		1,433			18	%		19	%
Total costs and expenses		9,186		87	%		8,759			108	%		5	%
Aerospace Products operating income (loss)	$	1,406		13	%	$	(615	)		-8	%		(329	)%

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Professional Services

● Revenue from Professional Services increased 2% for the three months ended July 31, 2024 to $9.2 million compared to $9.0 million for the three months ended July 31, 2023. The sports wagering platform brought in $1.0 million of revenue for the three months ended July 31, 2024 compared to $701 in the three months ended July 31, 2023.

In the three months ended July 31, 2024, Boot Hill Casino received gross receipts for the State of Kansas of $12.6 million compared to $12.2 million for the three months ended July 31, 2023. Mandated fees, taxes and distributions reduced gross receipts by $3.8 million resulting in gaming revenue of $8.8 million for the three months ended July 31, 2024, compared to a reduction to gross receipts of $3.7 million resulting in gaming revenue of $8.5 million for the three months ended July 31, 2023. Sportsbook revenue was $1.0 million in the three months ended July 31, 2024 compared to $701 in the three months ended July 31, 2023. Non-gaming revenue at Boot Hill Casino remained constant at $1.1 million for the three months ended July 31, 2024, compared to $1.1 million for the three months ended July 31, 2023.
 

● Costs of Professional Services decreased 1% in the three months ended July 31, 2024 to $3.9 million compared to $3.9 million in the three months ended July 31, 2023. Costs were 42% of segment total revenue in the three months ended July 31, 2024, as compared to 44% of segment total revenue in the three months ended July 31, 2023.  

● Expenses decreased in the three months ended July 31, 2024 to $3.2 million compared to $3.3 million in the three months ended July 31, 2023. Expenses were 35% of segment total revenue in the three months ended July 31, 2024, as compared to 37% of segment total revenue in the three months ended July 31, 2023.

Aerospace Products

● Revenue increased 30% to $10.6 million in the three months ended July 31, 2024, compared to $8.1 million in the three months ended July 31, 2023. The increase in revenue is mainly due to a $1.6 million increase in aircraft modification business and an increase in special mission electronic business of $1.1 million.  

● Costs of Aerospace Products increased 2% in the three months ended July 31, 2024 to $7.5 million compared to $7.3 million for the three months ended July 31, 2023.  Costs were 71% of segment total revenue in the three months ended July 31, 2024, as compared to 90% of segment total revenue in the three months ended July 31, 2023. 

● Expenses increased 19% in the three months ended July 31, 2024 to $1.7 million compared to $1.4 million in the three months ended July 31, 2023.  Expenses were 16% of segment total revenue in the three months ended July 31, 2024, as compared to 18% of segment total revenue in the three months ended July 31, 2023. The increase is primarily due to receiving a $353 benefit from the forfeiture of shares during the three months ended July 31, 2023, compared to $0 in the three months ended July 31, 2024.

Employees

Other than persons employed by our gaming subsidiaries, there were 137 full time and 3 part time employees on July 31, 2024, compared to 102 full time and 4 part time employees on July 31, 2023. Our staffing at Boot Hill Casino & Resort on July 31, 2024 was 189 full time and 40 part time employees compared to 203 full time and 55 part time employees on July 31, 2023. None of the employees are subject to any collective bargaining agreements.

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Liquidity and Capital Resources

Overview

Butler National is a holding company. Our ability to fund our obligations depends on existing cash on hand, cash flow from our subsidiaries and our ability to raise capital. Our primary sources of liquidity and capital resources have been cash on hand, cash flow from operations, borrowings under our lines of credit and notes payable and proceeds from the issuance of debt and equity securities. We assess liquidity in terms of the ability to generate cash or obtain financing in order to fund operating, investing and debt service requirements. Our primary ongoing cash requirements include the funding of operations, capital expenditures, acquisitions and other investments in line with our business strategy and debt repayment obligations and interest payments. Our strategy has been to maintain moderate leverage and substantial capital resources in order to take advantage of opportunities, to invest in our businesses and develop new streams of income that may be profitable. As such, we have continued to invest in developing and marketing new STCs and growing our casino business including sports wagering. 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 2025 and beyond.

Operating Activities

During the three months ended July 31, 2024 our cash position increased by $41. Net income was $2.2 million for the three months ended July 31, 2024. Cash flow provided by operating activities was $3.0 million for the three months ended July 31, 2024. Non-cash activities consisting of depreciation and amortization provided $1.6 million, and deferred compensation added $69. Contract assets increased our cash position by $1.4 million. Contract liability increased our cash position by $2.1 million. Inventories decreased our cash position by $107. Accounts receivable decreased our cash position by $1.6 million. Gaming facility mandated payments decreased our cash position by $365. Prepaid expenses and other assets decreased our cash by $154. Accounts payable decreased our cash position by $446.  Accrued liabilities increased our cash position by $11. An increase in lease liabilities and other current liabilities increased our cash by $177. Income tax payable decreased our cash position by $2.1 million.

Investing Activities

Cash used in investing activities was $1.2 million for the three months ended July 31, 2024. We invested $609 towards STCs, $100 toward an airplane, and $473 on equipment and furnishings. 

Financing Activities

Cash used by financing activities was $1.7 million for the three months ended July 31, 2024. We made repayments on our debt of $1.2 million. We made repayments on lease right-to-use of $66. We purchased Company stock of $464. The stock acquired was placed in treasury.

Capital Expenditures

The Company anticipates capital expenditures in fiscal 2025 to be approximately $9.0 million, consisting of $1.9 million on STC's, $1.6 million on buildings and improvements, $2.5 million on equipment, and $3.0 million on airplanes. We anticipate financing a substantial portion of our airplane purchases and our cash balance will be sufficient to cover the remainder of our cash requirements through the next fiscal year.

Critical Accounting Policies and Estimates

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

Revenue from Contracts with Customers – Aerospace Contracts

Methodology

We recognize revenue and profit based upon either (1) the percent completion method, in which sales and profit are recorded based upon the ratio of labor costs incurred to date to estimated total labor costs to complete the performance obligation, or (2) the point-in-time method, in which sales are recognized at the time control is transferred to the customer. For aerospace contracts that involve airplane modifications based on customer specific requirements, we generally recognize revenue and income using the percent completion method because of continuous transfer of control to the customer. Revenue is generally recognized using the percent completion method based on the extent of progress towards completion of the performance obligation, which allows for recognition of revenue as work on a contract progresses. Our general contract term is between one to twelve months. 

Management performs detailed quarterly reviews of all of our significant long-term contracts. Based upon these reviews, we record the effects of adjustments in profit estimates each period. If at any time management determines that in the case of a particular contract total costs will exceed total contract revenue, we record a provision for the entire anticipated contract loss at that time.

Judgment and Uncertainties

The percent completion revenue recognition model requires that we estimate future revenues and costs over the life of a contract. Revenues are estimated based upon the original contract price, with consideration being given to exercised contract options, change orders and, in some cases, projected customer requirements. Contract costs may be incurred over a period of several months, and the estimation of these costs requires significant judgment based upon the acquired knowledge and experience of program managers, engineers and financial professionals. Estimated costs are based primarily on anticipated purchase contract terms, historical performance trends, business base and other economic projections.

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Effect if Actual Results Differ From Assumptions

While we do not believe there is a reasonable likelihood there will be a material change in estimates or assumptions used to calculate our revenue contracts and costs, estimating the percentage of work complete on certain programs is a complex task. As a result, changes to these estimates could have a significant impact on our results of operations. These products and services are an important element in our continuing strategy to increase operating efficiencies and profitability as well as broaden our business base. Management continues to monitor and update program cost estimates quarterly for these contracts. A significant change in an estimate on one or more of these contracts could have a material effect on our financial position and results of operations.

Inventory Valuation

Methodology

We have four types of inventory (a) raw materials, (b) contracts in process, (c) other work in process and (d) finished goods. Raw material includes certain general stock materials but primarily relates to purchases that were made in anticipation of specific programs that have not been started as of the balance sheet date. Raw materials are stated at the lower of the cost of the inventory or its fair market value. Contracts in process, other work in process and finished goods are valued at production cost comprised of material, labor and overhead. Contracts in process, other work in process and finished goods are reported at the lower of cost or net realizable value.

Judgment and Uncertainties

The process for evaluating inventory obsolescence or market value often requires the Company to make subjective judgments and estimates concerning future sales levels, quantities and prices at which such inventory will be sold in the normal course of business. We adjust our inventory by the difference between the estimated market value and the actual cost of our inventory to arrive at net realizable value. Changes in estimates of future sales volume may necessitate future write-downs of inventory value.

Effect if Actual Results Differ From Assumptions

Management reviews the inventory balance on an annual basis to determine whether any additional write-downs are necessary. Following the write-down of the inventory as discussed above, we believe this inventory is stated at net realizable value at July 31, 2024, although an unanticipated lack of demand for aircraft or spare parts in the future could result in additional write-downs of the inventory value. Overall, management believes that our inventory is appropriately valued at July 31, 2024.

Long-lived Assets

Methodology

The Company accounts for its long-lived assets in accordance with ASC Topic 360-10, "Accounting for the Impairment or Disposal of Long-Lived Assets." ASC Topic 360-10 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses the recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. 

Judgment and Uncertainties

In years that management performs a qualitative assessment we consider the following qualitative factors: general economic conditions in the markets served by the segment, relevant industry-specific performance statistics, and forecasted results of operations.

For the quantitative impairment tests, management estimated the fair value of the long-lived asset group using an income methodology based on management's estimates of forecasted undiscounted cash flows over the estimated life of the assets. Changes in these estimates and assumptions could materially affect the results of our impairment testing.

An impairment loss is recognized for any excess of the carrying amount of the estimated undiscounted cash flows over the remaining life of the assets. No impairment charges were recorded during the three months ended July 31, 2024.

Effect if Actual Results Differ From Assumptions

As with all assumptions, there is an inherent level of uncertainty and actual results, to the extent they differ from those assumptions, could have a material impact on fair value. For example, a reduction in customer demand would impact our assumed growth rate resulting in a reduced fair value. Potential events or circumstances could have a negative effect on the estimated fair value. The loss of a major customer or program could have a significant impact on the future cash flows associated with a long-lived asset group. We do not currently believe there to be a reasonable likelihood that actual results will vary materially from estimates and assumptions used to test our long-lived assets for impairment losses. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to additional impairment charges that could be material.

Changing Prices and Inflation

We have experienced upward pressure from inflation in fiscal year 2025. From fiscal year 2024 to fiscal year 2025 most of the increases we experienced were in material and labor costs. This additional cost may not be transferable to our customers resulting in lower income in the future. We anticipate fuel and labor costs to rise in fiscal 2025 and 2026.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Item 4.  CONTROLS AND PROCEDURES

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

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

In connection with the preparation of this Form 10-Q, our Chief Executive Officer and our Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2024. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of July 31, 2024.

Internal Control Over Financial Reporting

Limitations on Controls

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

Changes in Internal Control Over Financial Reporting: In our opinion there were no changes in the Company's internal control over financial reporting during the quarter ended July 31, 2024 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS.
	As of July 31, 2024, there are no significant known legal proceedings pending against us. We consider all such unknown proceedings, if any, to be ordinary litigation incident to the character of the business. We believe that the resolution of any claims will not, individually or in the aggregate, have a material adverse effect on the financial position, results of operations, or liquidity of the Company.
Item 1A.	RISK FACTORS.
	Smaller reporting companies are not required to provide the information required by this item.

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Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
	The table below provides information with respect to common stock purchases by the Company during the first quarter of fiscal 2025.

Period	Total Number of Shares Purchased (a)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
May 1, 2024 - May 31, 2024		-	$	-		-	$	2,536,000
June 1, 2024 - June 30, 2024		-	$	-		-	$	2,536,000
July 1, 2024 - July 31, 2024		500,000	$	0.93		500,000	$	2,071,000
Total		500,000	$	0.93		500,000

(a) Our Board of Directors authorized the repurchase of shares of Butler National common stock in the open market or otherwise, at an aggregate purchase price of $4,000,000 in the second quarter of fiscal 2020. In July 2023, the Board of Directors approved an increase in the size of the Company's stock repurchase program from $4,000,000 to $9,000,000. The timing and amount of any share repurchases will be determined by Butler National's management based on market conditions and other factors. The program is currently authorized through July 31, 2025.

Item 3.	DEFAULTS UPON SENIOR SECURITIES.
	None.
Item 4.	MINE SAFETY DISCLOSURES.
	Not applicable.

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 3.1 of our Form 8-K filed on August 20, 2024.
	4.1	Rights Agreement, dated August 2, 2011, by and between Butler National Corporation and UMB Bank, N.A., as Rights Agent, incorporated by reference to Exhibit 4.1 of our 10-Q filed on December 13, 2016.
	4.2	Amendment One to Rights Agreement between Butler National Corporation and UMB Bank, N.A. dated July 22, 2021, incorporated by reference to Exhibit 4.2 of our Form 8-K filed on July 26, 2021.
	31.1	Certificate of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a).
	31.2	Certificate of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a).
	32.1	Certifications of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certifications of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101	The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 2024, formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of July 31, 2024 and April 30, 2024, (ii) Condensed Consolidated Statements of Operations for the three months ended July 31, 2024 and 2023, (iii) Condensed Consolidated Statements of Stockholders’ Equity for the three months ended July 31, 2024 and 2023, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended July 31, 2024 and 2023 and (v) the Notes to Consolidated Financial Statements, with detail tagging.
	104	The cover page from the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2024, formatted in Inline XBRL (included as Exhibit 101)

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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 13, 2024	/s/ Christopher J. Reedy
Date	Christopher J. Reedy
	(Chief Executive Officer and President)
September 13, 2024	/s/ Tad M. McMahon
Date	Tad M. McMahon
	(Chief Financial Officer and Secretary)

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Exhibit Index

Exhibit Number	Description of Exhibit
3.1	Articles of Incorporation, as amended and restated are incorporated by reference to Exhibit 3.1 of our Form DEF 14A filed on December 26, 2001.
3.2	Bylaws, as amended, are incorporated by reference to Exhibit 3.1 of our Form 8-K filed on August 20, 2024.
4.1	Rights Agreement, dated August 2, 2011, by and between Butler National Corporation and UMB Bank, N.A., as Rights Agent, incorporated by reference to Exhibit 4.1 of our 10-Q filed on December 13, 2016.
4.2	Amendment One to Rights Agreement between Butler National Corporation and UMB Bank, N.A. dated July 22, 2021, incorporated by reference to Exhibit 4.2 of our Form 8-K filed on July 26, 2021.
31.1	Certificate of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a).
31.2	Certificate of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a).
32.1	Certifications of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certifications of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 2024, formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of July 31, 2024 and April 30, 2024, (ii) Condensed Consolidated Statements of Operations for the three months ended July 31, 2024 and 2023, (iii) Condensed Consolidated Statements of Stockholders’ Equity for the three months ended July 31, 2024 and 2023, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended July 31, 2024 and 2023, and (v) the Notes to Consolidated Financial Statements, with detail tagging.
104	The cover page from the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2024, formatted in Inline XBRL (included as Exhibit 101)

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