-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OjZS3YimOSP/BkVg4irM3qZKdMjuISiu0C4bOFwbbJmzePw4PM/nVE+J12fg87L2 ASF4jkdRUHkb6LCKJ7iv2Q== 0000950130-00-002857.txt : 20000515 0000950130-00-002857.hdr.sgml : 20000515 ACCESSION NUMBER: 0000950130-00-002857 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUTLER INTERNATIONAL INC /MD/ CENTRAL INDEX KEY: 0000786765 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 061154321 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-14951 FILM NUMBER: 629529 BUSINESS ADDRESS: STREET 1: 110 SUMMIT AVE CITY: MONTVALE STATE: NJ ZIP: 07645 BUSINESS PHONE: 2015738000 MAIL ADDRESS: STREET 1: 110 SUMMIT AVENUE STREET 2: 110 SUMMIT AVENUE CITY: MONTVALE STATE: NJ ZIP: 07645 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICAN VENTURES INC DATE OF NAME CHANGE: 19920703 10-Q 1 QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) {X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 ----------------------- OR {} TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-14951 ------- BUTLER INTERNATIONAL, INC. -------------------------- (Exact name of registrant as specified in its charter) MARYLAND 06-1154321 ------------------------------ ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 110 Summit Avenue, Montvale, New Jersey 07645 ---------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (201) 573-8000 -------------- 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 12 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 X . No _____. ----- As of April 18, 2000, 9,451,293 shares of the registrant's common stock, par value $.001 per share, were outstanding and 503,807 shares were in treasury. PART I - FINANCIAL INFORMATION Item 1. Financial Statements. -------------------- (A) Consolidated Balance Sheets - March 31, 2000 (Unaudited) and December 31, 1999 (B) Consolidated Statements of Operations (Unaudited) - quarter ended March 31, 2000 and quarter ended March 31, 1999 (C) Consolidated Statements of Cash Flows (Unaudited) - Three months ended March 31, 2000 and three months ended March 31, 1999 (D) Notes to Consolidated Financial Statements (Unaudited) 2 BUTLER INTERNATIONAL, INC. -------------------------- CONSOLIDATED BALANCE SHEETS --------------------------- (in thousands except share data)
March 31, December 31, 2000 1999 --------- --------- (Unaudited) ASSETS - ------ Current assets: Cash $ 603 $ 1,067 Accounts receivable, net 63,492 68,291 Inventories 454 388 Other current assets 6,765 6,689 --------- --------- Total current assets 71,314 76,435 Property and equipment, net 19,871 19,482 Other assets and deferred charges 4,514 4,417 Excess cost over net assets of businesses acquired, net 63,732 64,329 --------- --------- Total assets $ 159,431 $ 164,663 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Accounts payable and accrued liabilities $ 25,742 $ 26,158 Current portion of long-term debt 6,636 7,106 --------- --------- Total current liabilities 32,378 33,264 --------- --------- Revolving credit facility 30,417 35,491 Other long-term debt 29,228 30,588 Other long-term liabilities 4,498 4,078 Stockholders' equity: Preferred stock: par value $.001 per share, authorized 15,000,000: Issued 4,843,914 in 2000 and 1999 of Series B 7% Cumulative Convertible (Aggregate liquidation preference $4,844 in 2000 and 1999) 5 5 Common stock: par value $.001 per share, authorized 125,000,000; issued 9,955,100 in 2000 and 9,950,600 in 1999; outstanding 9,451,293 in 2000 and 9,446,467 in 1999 10 10 Additional paid-in capital 95,915 95,903 Accumulated deficit (27,953) (29,643) Accumulated other comprehensive income (423) (384) --------- --------- Sub-total 67,554 65,891 Less - Treasury stock: 503,807 and 504,133 in 2000 and 1999 (4,644) (4,649) --------- --------- Total stockholders' equity 62,910 61,242 --------- --------- Total liabilities and stockholders' equity $ 159,431 $ 164,663 ========= =========
The accompanying notes are an integral part of these consolidated financial statements. 3 BUTLER INTERNATIONAL, INC. -------------------------- CONSOLIDATED STATEMENTS OF OPERATIONS ------------------------------------- (in thousands except per share data) (Unaudited)
Quarter Ended March 31, ---------------------- 2000 1999 --------- --------- Net sales $ 97,475 $ 105,878 Cost of sales 76,394 83,843 --------- --------- Gross margin 21,081 22,035 Depreciation and amortization 1,511 1,243 Selling, general and administrative expenses 15,472 16,911 --------- --------- Operating income 4,098 3,881 Interest expense (1,359) (1,113) --------- --------- Income before income taxes 2,739 2,768 Income taxes 964 1,052 --------- --------- Net income $ 1,775 $ 1,716 ========= ========= Net income per share: Basic $ .18 $ .17 Diluted $ .16 $ .15 Average number of common shares and dilutive common share equivalents outstanding: Basic 9,449 9,802 Diluted 11,388 11,782
The accompanying notes are an integral part of these consolidated financial statements. 4 BUTLER INTERNATIONAL, INC. -------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- (in thousands) (Unaudited)
Three Months Ended March 31, ---------------------------- 2000 1999 ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,775 $ 1,716 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and excess purchase price amortization 1,511 1,243 Amortization of deferred financing 31 38 Foreign currency translation (39) (42) (Increase) decrease in assets, increase (decrease) in liabilities: Accounts receivable 4,799 (3,480) Inventories (66) (28) Other current assets (75) (653) Other assets (128) (1,018) Current liabilities (501) 2,315 Other long-term liabilities 420 544 ------- ------- Net cash provided by operating activities 7,727 635 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures - net (1,304) (1,154) Cost of businesses acquired -- (1,288) ------- ------- Net cash used in investing activities (1,304) (2,442) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Net (payments) borrowings under financing agreements (6,904) 1,245 Net proceeds from the issuance of common stock 11 155 Issuance of treasury stock 6 -- ------- ------- Net cash (used in) provided by financing activities (6,887) 1,400 ------- ------- Net decrease in cash (464) (407) Cash at beginning of period 1,067 910 ------- ------- Cash at end of period $ 603 $ 503 ======= =======
The accompanying notes are an integral part of these consolidated financial statements. 5 BUTLER INTERNATIONAL, INC. -------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ (Unaudited) NOTE 1 - PRESENTATION: The consolidated financial statements include the accounts of Butler International, Inc. ("the Company") and its wholly-owned subsidiaries. Significant intercompany balances and transactions have been eliminated. Certain amounts from prior period consolidated financial statements have been reclassified in the accompanying consolidated financial statements to conform with the current period presentation. The accompanying financial statements are unaudited, but, in the opinion of management, reflect all adjustments, which include normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows at March 31, 2000, and for all periods presented. Certain information and footnote disclosures normally included in financial statements prepared in conformity with generally accepted accounting principles have been condensed or omitted. Accordingly, this report should be read in conjunction with the Company's annual report on Form 10-K for the year ended December 31, 1999. NOTE 2 - EARNINGS PER SHARE: The following table presents the computation of basic and diluted earnings per common share as required by SFAS No. 128 (in thousands, except per share data). Quarter ended March 31, ----------------------- 2000 1999 ---- ---- Basic Earnings per Share: - ------------------------- Income available to common shareholders $ 1,691 $ 1,638 ------- ------- Weighted average common shares outstanding 9,449 9,802 ------- ------- Basic earnings per common share $ .18 $ .17 ======= ======= Diluted Earnings per Share: - --------------------------- Income available to common shareholders assuming conversion of preferred stock $ 1,775 $ 1,716 ------- ------- Weighted average common shares outstanding 9,449 9,802 Common stock equivalents 558 691 Assumed conversion of preferred stock 1,381 1,289 ------- ------- Total weighted average common shares 11,388 11,782 ------- ------- Diluted earnings per common share $ .16 $ .15 ======= ======= NOTE 3 - COMMON STOCK: During the three months ended March 31, 2000, the Company received proceeds of $11,310 from the exercise of 4,500 common stock options. 6 NOTE 4 - TREASURY STOCK: In the quarter ended March 31, 2000, 326 shares were issued from treasury in conjunction with the vesting of a stock award that had been granted to an employee. NOTE 5 - SEGMENTS: The Company's services are provided through four business segments: Technology Solutions, Telecom Services, Fleet Services and the Technical Group. The Company primarily operates in the United States. However, the Technical Group does include results from its United Kingdom ("UK") subsidiary. Net sales from the UK operation were $4.0 million and $5.0 million in the first quarter of 2000 and 1999, respectively. Operating profits from the UK subsidiary were $265,000 and $261,000 for the first quarter of 2000 and 1999, respectively. The following table presents sales and operating profits by segment (in thousands): NET SALES: Quarter Ended Mar. 31, 2000 1999 ------- -------- Telecom Services $25,252 $ 22,456 Technology Solutions 25,487 30,301 Fleet Services 10,791 11,201 Technical Group 35,945 41,920 ------- -------- Consolidated Sales $97,475 $105,878 ======= ======== OPERATING PROFITS: 2000 1999 ------- -------- Telecom Services $ 4,403 $ 3,626 Technology Solutions 1,411 2,190 Fleet Services 746 533 Technical Group 2,757 2,986 Unallocated amounts (5,219) (5,454) ------- -------- Consolidated Profits $ 4,098 $ 3,881 ======= ======== NOTE 6 - COMPREHENSIVE INCOME: Comprehensive income is defined as the total change in stockholders' equity during a period, other than from transactions with shareholders. For the Company, comprehensive income is comprised of net income and the net change in cumulative foreign currency translation adjustments, which was an decrease of $39,000 and $42,000 for the quarters ended March 31, 2000 and 1999, respectively. Total comprehensive income was $1,736,000 and $1,674,000 for the three months ended March 31, 2000 and 1999, respectively. NOTE 7 - CONTINGENCIES: The Company and its subsidiaries are parties to various legal proceedings and claims incidental to its normal business operations for which no material liability is expected beyond that which is recorded. While the ultimate resolution of these matters is not known, management does not expect that the resolution of such matters will have a material adverse effect on the Company's financial statements and results of operations. NOTE 8 - RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS: In May 1999, the Financial Accounting Standards Board ("FASB") issued SFAS 137 delaying the effective date of SFAS 133, "Accounting for Derivative Instruments and Hedging Activities". This standard shall now be effective for all fiscal quarters of 7 all fiscal years beginning after June 15, 2000. The Company is evaluating the impact, if any, of this standard on its financial reporting. Item 2. Management's Discussion and Analysis of Results of Operations and ----------------------------------------------------------------- Financial Condition - ------------------- RESULTS OF OPERATIONS - --------------------- Net income for the first quarter of 2000 was $1.8 million, as compared to the $1.7 million reported in the first quarter of 1999. Diluted earnings per share were $.16 in 2000, compared with $.15 in the 1999 first quarter. Revenues for the first quarter of 2000 were $97.5 million, compared to $105.9 million recorded in the same period of 1999. Earnings before interest, taxes, depreciation and amortization (EBITDA) were $5.6 million, up by 9% over the $5.1 million reported in the prior year quarter. The increase in earnings was primarily attributable to a 21% growth in the Company's Telecommunication Services operating income. Earnings from the Fleet Services segment were also higher than the prior year. Decreases in the Technology Solutions and Technical Group businesses offset those advances. The Telecommunication Services group continues to enjoy strong demand. Requirements related to building internet infrastructures and expanding bandwidth were particularly robust. The establishment of the division's training facility in Irving, TX has enabled the group to keep up with its customers' needs for these services. The results of the Technology Solutions operation were impacted by last year's reduction in demand for services, which has not yet recovered. Order flow however has recently accelerated. Decreases in the Technical Group reflect a significant year-on-year decrease in volume with a major aerospace customer. The Company has recently observed an increase in requirements with that customer. Interest expense was also higher than the prior year. This increase was due to funds expended on last year's stock repurchase program as well as the completion of certain acquisition payouts and slightly higher interest rates. Gross margins for the first quarter of 2000 improved to 21.6%, up from 20.8% reported for the same period last year. The increase was directly attributable to improved business mix. The Telecommunication Services and Technology Solutions businesses now comprise 52% of the Company's volume, compared with 50% in the prior year. Revenues in the quarter were $97.5 million, down from the $105.9 million recorded in 1999. The Company's Telecommunication Services business reported an increase of 12%, fueled by work related to building internet infrastructures and expanding bandwidth. Revenue of the Technology Solutions division decreased by 16% while the decrease in the Technical Group was 14%, as was explained above. Fleet Services revenue fell by 4% compared to last year. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Company's primary sources of funds are generated from operations and borrowings under its revolving credit facility and acquisition line of credit. Cash provided by operating activities was $7.7 million for the quarter ended March 31, 2000, an increase of $7.1 million from 1999. As of March 31, 2000, $30.4 million was outstanding under the credit facility, with an additional $5.7 million used to collateralize letters of credit. As of March 31, 2000, $28.7 million was outstanding on the acquisition line. Proceeds from the credit facility are used to finance internal business growth, working capital, capital expenditures, acquisitions and the Company's stock repurchase program. 8 The Company's credit agreement with General Electric Capital Corporation ("GECC") provides for a revolving credit facility for loans up to $50.0 million, including $9.0 million for letters of credit and an additional acquisition facility for up to $35.0 million. The interest rate on the revolving credit facility at the end of the first quarter of 2000 was 100 basis points above the 30-day commercial paper rate, or 6.6%. Interest reductions are available based upon the Company achieving certain financial results. The acquisition facility bears interest at 250 basis points above the 30 day commercial paper rate. The interest rate in effect on March 31, 2000, was 8.1%. The Company has guaranteed all obligations incurred or created under the credit agreement. The Company is in compliance with the required affirmative and financial covenants. The GECC credit facility excludes the U.K operation, which has its own (Pounds)1.5 million facility. As of March 31, 2000, (Pounds)753,000 was outstanding under the U.K. facility. The Company has a seven year mortgage for its corporate office facility. The mortgage consists of a $6.4 million loan that is repayable based upon a 15 year amortization schedule and a $375,000 loan that is repayable based on a 4 year schedule. The Company entered into an interest rate swap agreement with its mortgage holder. The Company makes monthly interest payments at the fixed rates of 8.1% and 7.92% on the $6.4 million and $375,000 loans, respectively. The Company receives payments based upon the one month Libor plus 175 basis points. The net gain or loss from the exchange of interest rate payments is included in interest expense. The Company believes that its operating cash flow and credit facilities will provide sufficient liquidity for at least the next twelve months. Information contained in this Management's Discussion and Analysis of Results of Operations and Financial Condition, other than historical information, may be considered forward-looking in nature. As such, it is based upon certain assumptions and is subject to various risks and uncertainties, which may not be controllable by the Company. To the extent that these assumptions prove to be incorrect, or should any of these risks or uncertainties materialize, the actual results may vary materially from those which were anticipated. Item 3. Quantitative and Qualitative Disclosure about Market Risk --------------------------------------------------------- The Company entered into an interest rate swap agreement with its mortgage holder. The Company makes monthly interest payments at the fixed rates of 8.1% and 7.92% on the $6.4 million and $375,000 loans, respectively. The Company receives payments based upon the one month Libor plus 175 basis points. The net gain or loss from the exchange of interest rate payments is included in interest expense. The Company does not anticipate terminating the interest rate swap agreement prior to its expiration date of November 1, 2004. The Company has no other derivative financial instruments. 9 Part II - OTHER INFORMATION Item 1. Legal Proceedings - None 2. Changes in Securities - None 3. Defaults Upon Senior Securities - None 4. Submission of Matters to a Vote of Security Holders - None 5. Other Information - None 6. Exhibits and Reports on Form 8-K (a) Exhibit list and exhibits attached (b) Reports on Form 8-K - None 10 SIGNATURES Pursuant to the requirement 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 INTERNATIONAL, INC. -------------------------- (Registrant) May 12, 2000 By: /s/ Edward M. Kopko -------------------------------- Edward M. Kopko Chairman and Chief Executive Officer May 12, 2000 By: /s/ Michael C. Hellriegel -------------------------------- Michael C. Hellriegel Senior Vice President and Chief Financial Officer 11 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 3.1 Articles of Incorporation of the Registrant, as amended, filed as Exhibit No. 3(a) to the Registrant's Registration Statement on Form S-4, Registration No. 33-10881 (the "S-4"), and hereby incorporated by reference. 3.2 By-laws of the Registrant, as amended, filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 (the "1997 10-K"), and hereby incorporated by reference. 4.1 Specimen Stock Certificate for the Registrant's common stock, par value $.001 per share, filed as Exhibit No. 4.1 to the Registrant's Registration Statement on Form S-1, Registration No. 33-2479 (the "S-1"), and hereby incorporated by reference. 4.2 Specimen Stock Certificate representing the Registrant's Series B 7% Cumulative Convertible Preferred Stock, par value $.001 per share, filed as Exhibit No. 4.5 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 (the "1992 10- K"), and hereby incorporated by reference. 10.1* Incentive Stock Option Plan of the Registrant, as amended, filed as Exhibit No. 10.1 to the 1990 10-K, and hereby incorporated by reference. 10.2* Stock Option Plan of the Registrant, as amended, filed as Exhibit No. 10.2 to the 1990 10-K, and hereby incorporated by reference. 10.3* 1989 Directors Stock Option Plan of the Registrant, dated November 1, 1988, as amended, filed as Exhibit 10.18 to the 1990 10-K, and hereby incorporated by reference. 10.4* Stock Purchase Agreement, dated September 19, 1990, between North American Ventures, Inc. and Edward M. Kopko, filed as Exhibit 10.31 to the 1990 10-K, and hereby incorporated by reference. 10.5* Plan Pledge Agreement, dated September 19, 1990, between North American Ventures, Inc. and Edward M. Kopko, filed as Exhibit No. 10.32 to the 1990 10-K, and hereby incorporated by reference. 10.6* Plan Promissory Note, dated January 16, 1991, executed by Edward M. Kopko, and made payable to the order of North American Ventures, Inc. in the amount of $445,000, filed as Exhibit No. 10.33 to the 1990 10-K, and hereby incorporated by reference. 10.7* Pledge Agreement, dated January 16, 1991, between North American Ventures, Inc. and Edward M. Kopko, filed as Exhibit No. 10.34 to the 1990 10-K, and hereby incorporated by reference. 10.8* Promissory Note, dated January 16, 1991, executed by Edward M. Kopko and made payable to the order of North American Ventures, Inc. in the amount of $154,999.40, filed as Exhibit No. 10.35 to the 1990 10-K, and hereby incorporated by reference. 10.9* Form of Plan Pledge Agreement, dated September 19, 1990, between North American Ventures, Inc. and each of John F. Hegarty, Hugh G. McBreen, and Frederick H. Kopko, Jr. ("Outside Directors"), filed 12 as Exhibit No. 10.36 to the 1990 10-K, and hereby incorporated by reference. 10.10* Form of Plan Promissory Note, dated September 19, 1990, each executed by an Outside Director and each made payable to the order of North American Ventures, Inc. in the amount of $185,000, filed as Exhibit No. 10.37 to the 1990 10-K, and hereby incorporated by reference. 10.11* Form of Stock Purchase Agreement, dated November 4, 1988, between North American Ventures, Inc. and each of the Outside Directors, filed as Exhibit No. 10.38 to the 1990 10-K, and hereby incorporated by reference. 10.12* Form of Pledge Agreement, dated January 16, 1991, between North American Ventures, Inc. and each of the Outside Directors, filed as Exhibit No. 10.39 to the 1990 10-K, and hereby incorporated by reference. 10.13* Form of Promissory Note, dated January 16, 1991, executed by each of the Outside Directors and each payable to the order of North American Ventures, Inc., in the amount of $63,000, filed as Exhibit 10.40 to the 1990 10-K, and hereby incorporated by reference. 10.14* Form of Pledge Agreement, dated January 16, 1991, between North American Ventures, Inc. and each of the Outside Directors, filed as Exhibit No. 10.41 to the 1990 10-K, and hereby incorporated by reference. 10.15* Form of Promissory Note, dated January 16, 1991, executed by each of the Outside Directors and each made payable to the order of North American Ventures, Inc. in the amount of $54,000, filed as Exhibit No. 10.42 to the 1990 10-K, and hereby incorporated by reference. 10.16* Form of Promissory Note, dated January 16, 1991, executed by each of the Outside Directors and each payable to the order of North American Ventures, Inc., in the amount of $225,450, filed as Exhibit No. 10.43 to the 1990 10-K, and hereby incorporated by reference. 10.17* Form of Pledge Agreement, dated January 16, 1991, between North American Ventures, Inc. and each of the Outside Directors, filed as Exhibit No. 10.44 to the 1990 10-K, and hereby incorporated by reference. 10.18* Form of Security Agreement, dated January 16, 1991, between North American Ventures, Inc. and each of the Outside Directors, filed as Exhibit No. 10.45 to the 1990 10-K, and hereby incorporated by reference. 10.19* 1990 Employee Stock Purchase Plan of the Registrant, as amended, filed as Exhibit No. 10.46 to the 1990 10-K, and hereby incorporated by reference. 10.20* Employment Agreement, dated December 17, 1991, among North American Ventures, Inc., Butler Service Group, Inc., and Edward M. Kopko, filed as Exhibit 10.33 to the Registrant's Annual Report on Form 10-K for the year ended December 29, 1991 (the "1991 10-K"), and hereby incorporated by reference. 13 10.21* Stock Purchase Agreement, dated December 17, 1991, between North American Ventures, Inc. and Edward M. Kopko, filed as Exhibit No. 10.34 to the 1991 10-K, and hereby incorporated by reference. 10.22* Plan Pledge Agreement, dated December 17, 1991, between North American Ventures, Inc. and Edward M. Kopko, filed as Exhibit No. 10.35 to the 1991 10-K and hereby incorporated by reference. 10.23* Plan Promissory Note, dated December 17, 1991, executed by Edward M. Kopko, and made payable to the order of North American Ventures, Inc. in the amount of $84,000, filed as Exhibit No. 10.36 to the 1991 10-K, and hereby incorporated by reference. 10.24* Form of Stock Purchase Agreement, dated December 17, 1991, between North American Ventures, Inc. and each of the Outside Directors, filed as Exhibit 10.37 to the 1991 10-K, and hereby incorporated by reference. 10.25* Form of Plan Pledge Agreement, dated December 17, 1991, between North American Ventures, Inc. and each of the Outside Directors, filed as Exhibit 10.38 to the 1991 10-K, and hereby incorporated by reference. 10.26* Form of Plan Promissory Note, dated December 17, 1991, each executed by an Outside Director, and each made payable to the order of North American Ventures, Inc., in the amount of $42,000, filed as Exhibit No. 10.39 to the 1991 10-K, and hereby incorporated by reference. 10.27* 1992 Stock Option Plan, filed as Exhibit 10.40 to the 1992 10-K, and hereby incorporated by reference. 10.28* 1992 Incentive Stock Option Plan, filed as Exhibit 10.41 to the 1992 10-K, and hereby incorporated by reference. 10.29* 1992 Stock Bonus Plan, filed as Exhibit No. 10.42 to the 1992 10-K, and hereby incorporated by reference. 10.30* 1992 Stock Option Plan for Non-Employee Directors, filed as Exhibit 10.43 to the 1992 10-K, and hereby incorporated by reference. 10.31* Butler Service Group, Inc. Employee Stock Ownership Plan and Trust Agreement, filed as Exhibit No. 19.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1987 (the "1987 10-K"), and hereby incorporated by reference. 10.32* Employment Agreement dated May 15, 1994 between Butler Fleet Services, a division of Butler Services, Inc., and James VonBampus, filed as Exhibit 10.44 to the 1994 10-K, and hereby incorporated by reference. 10.33* Employment Agreement dated April 18, 1995 between Butler International, Inc., and Harley R. Ferguson, filed as Exhibit 10.42 to the 1995 10-K, and hereby incorporated by reference. 10.34* Form of Promissory Note dated May 3, 1995 in the original principal amount of $142,500 executed by Frederick H. Kopko, Jr. and Hugh G. McBreen, and made payable to the order of Butler International, Inc., filed as Exhibit 10.43 to the 1995 10-K, and hereby incorporated by reference. 14 10.35* Form Pledge Agreement dated May 3, 1995 between Butler International, Inc. and each of Frederick H. Kopko, Jr. and Hugh G. McBreen, filed as Exhibit 10.44 to the 1995 10-K, and hereby incorporated by reference. 10.36 Amended and Restated Credit Agreement, dated November 7, 1997, between Butler Service Group, Inc. and General Electric Capital Corporation, filed as Exhibit 10.38 to the 1997 10-K, and hereby incorporated by reference. 10.37 Credit Agreement, dated November 12, 1997, between Butler of New Jersey Realty Corp. and Fleet Bank, National Association, filed as Exhibit 10.39 to the 1997 10-K, and hereby incorporated by reference. 10.38(a) First Amendment Agreement, dated as of June 26, 1998 among Butler Service Group, Inc., Butler International, Inc. and General Electric Corporation, filed as Exhibit 10.38(a) to the 1998 10-K, and hereby incorporated by reference. 10.38(b) Second Amendment Agreement, dated as of August 31, 1998, among Butler Service Group, Inc., Butler International, Inc. and General Electric Capital Corporation, filed as Exhibit 10.38(b) to the 1998 10-K, and hereby incorporated by reference. 10.38(c) Third Amendment Agreement, dated as of May 27, 1999, among Butler Service Group, Inc., Butler International, Inc. and General Electric Capital Corporation, filed as Exhibit 10.38(c) to the 1999 10-K, and hereby incorporated by reference. 10.38(d) Fourth Amendment Agreement, dated as of September 24, 1999, among Butler Service Group, Inc., Butler International, Inc. and General Electric Capital Corporation, filed as Exhibit 10.38(d) to the 1999 10-K, and hereby incorporated by reference. 10.38(e) Fifth Amendment Agreement, dated as of October 15, 1999, among Butler Service Group, Inc., Butler International, Inc. and General Electric Capital Corporation, filed as Exhibit 10.38(e) to the 1999 10-K, and hereby incorporated by reference. 10.38(f) Sixth Amendment Agreement, dated as of November 17, 1999, among Butler Service Group, Inc., Butler International, Inc. and General Electric Capital Corporation, filed as Exhibit 10.38(f) to the 1999 10-K, and hereby incorporated by reference. 10.39 Asset Purchase Agreement, dated August 11, 1997, between Butler Telecom, Inc. and Jack W. Shoemaker, filed as Exhibit 10.40 to the 1997 10-K, and hereby incorporated by reference. 10.40* Form of Promissory Note dated January 28, 1998 in the original amount of $168,278.74 executed by Hugh G. McBreen and made payable to the order of Butler International, Inc., filed as Exhibit 10.40 to the 1998 10-K, and hereby incorporated by reference. 10.41* Form Pledge Agreement dated January 28, 1998 between Butler International, Inc. and Hugh G. McBreen, filed as Exhibit 10.41 to the 1998 10-K, and hereby incorporated by reference. 10.42 Asset Purchase Agreement, dated February 28, 1998 by and between Butler Telcom, Inc., Argos Adriatic Corporation, Shashi Mahendru 15 and Vinod Wadhawan, filed as Exhibit 10.41 to the 1997 10-K, and hereby incorporated by reference. 10.43 Asset Purchase Agreement, dated March 17, 1998, by and between Butler Telecom, Inc., Norwood Computer Services Inc., Vassilis Chaimanis and Henry Piscitelli, filed as Exhibit 10.42 to the 1997 10-K, and hereby incorporated by reference. 10.44 Stock Purchase Agreement, dated May 29, 1998, by and among Butler Telecom, Inc., Tom Cannon, Ted Connolly, Marianne A. Adams, and Jacqueline Anne Hirst, filed as Exhibit 10.43 to Form 10-Q for the period ended June 30, 1998, and hereby incorporated by reference. 10.45 Acquisition Agreement, dated May 27, 1998, between Butler Telecom, Inc. and Automated Concepts, Inc. filed as Exhibit 10.44 to Form 10-Q for the period ended June 30, 1998, and hereby incorporated by reference. 10.46 Stock Purchase Agreement, dated June 30, 1998, by and among Butler Telecom, Inc., Prem Advani, Sharon K. Advani, and Prem Advani 1997 Charitable Remainder Trust filed as Exhibit 10.45 to Form 10-Q for the period ended June 30, 1998 and hereby incorporated by reference. 10.47 Asset Purchase Agreement, dated July 26, 1998, by and between Butler Telecom, Inc., ISL International, Inc. and Meryvn Haft, filed as Exhibit 10.46 to Form 10-Q for the period ended June 30, 1998, and hereby incorporated by reference. 10.48* Form of Promissory Note dated October 13, 1998 in the original amount of $181,000 executed by Frederick H. Kopko, Jr. and made payable to Butler International, Inc. filed as Exhibit 10.48 to the 1998 10-K, and hereby incorporated by reference. 10.49* Form Pledge Agreement dated October 13, 1998 between Butler International, Inc. and Frederick H. Kopko, Jr., filed as Exhibit 10.49 to the 1998 10-K, and hereby incorporated by reference. 10.50* Form of Promissory Note dated March 2, 1999 in the original amount of $890,625 executed by Edward M. Kopko and made payable to Butler International, Inc. filed as Exhibit 10.50 to the 1999 10-K, and hereby incorporated by reference. 10.51* Form Pledge Agreement dated March 2, 1999 between Butler International, Inc. and Edward M. Kopko, filed as Exhibit 10.51 to the 1999 10-K, and hereby incorporated by reference. 10.52* Form of Promissory Note dated March 2, 1999 in the original amount of $822,441 executed by Edward M. Kopko and made payable to Butler International, Inc. filed as Exhibit 10.52 to the 1999 10-K, and hereby incorporated by reference. 27 Financial Data Schedule 16 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BUTLER INTERNATIONAL, INC. FORM 10Q FOR PERIOD ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1999 JAN-01-2000 MAR-31-2000 603 0 65,076 1,584 454 71,314 38,428 18,557 159,431 32,378 0 10 0 5 62,895 159,431 97,475 97,475 76,394 76,394 17,182 (199) 1,359 2,739 964 1,775 0 0 0 1,775 .18 .16
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