Good morning, ladies and gentlemen. Today is Tuesday, December 17, 2019, and welcome to the Butler National Corporation Second Quarter Fiscal 2020 Financial Results Conference Call. [Operator Instructions] Your call leaders for today's call are David Drewitz, Creative Options Communications; Clark Stewart, President and CEO; Craig Stewart, President of Aerospace Group. I'll now turn the call over to Mr. Drewitz. Mr. Drewitz, you may begin.

Thank you, and good morning and happy holidays to everyone. Before Mr. Stewart begins, I would like to draw your attention to, except for historical information contained herein, the statements in this conference call are forward-looking and made pursuant to the safe harbor provisions as outlined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause Butler National's actual results in future periods to differ materially from forecasted results. Those risks include, among other things, the loss of market share through competition or otherwise; the introduction of competing technology by other companies; new governmental, safety, health and environmental regulations, which could require Butler to make significant capital expenditures. Those forward-looking statements included in this conference call are only made of this date of the call, and Butler National undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements include, but are not limited to, factors described under the caption Risk Factors in the company's annual report on Form 10-K filed with the Securities and Exchange Commission. With that statement completed, I would like to turn the call over to Mr. Clark Stewart. Mr. Stewart? Clark D. Stewart: Thank you, David. Good morning, ladies and gentlemen. And I want to welcome you to the Butler National second quarter telephone call and greet you all with a happy holiday greeting. This quarter has been almost like last quarter, except we made $170,000 more. We discussed that a little bit last time and we are pleased with what has happened. I guess, the highlights of the quarter would be the significant increase in profit in the $0.06 a share earnings after tax. The other highlights, of course, are the renewal of the casino contract that allows us to operate for a total of 30 years, out of which, 10 years passed and 20 to go. Our next quarters, who knows what's going to happen there. We've got Christmas in here, so that will be a little different. I think the significant thing is what you are seeing in the numbers for this quarter and the last quarter is the power of the airplane business and you are seeing tremendous increase in revenue. And of course, when that occurs in that segment, the profit does significantly increase because we've got a large fixed cost component to that. In other words, the STCs and the fixed cost of all that and once you cover that, your net income will go up significantly. We have been lucky to have that kind of revenue, and we are proud of our people. They are doing a great job. They're doing an outstanding job, and we just had a Christmas dinner, and everyone is very excited about the business. So I think as far as going through all these numbers, there's one significant number that we spent $1.18 million on product development in the first 6 months of this year. And that, of course, contributes to the revenue that we have. We have considerable development underway. We have a King Air airplane under development with some number of new enhancements and that will be probably online and ready to go sometime in this -- in April or May, somewhere in there, is that about right, Aric? Yes. So that's -- those are all new STCs, new approaches to the ISR environment and we are excited about that. As far as the renewal for the casino contract, it only took us 3.5 years to negotiate the terms and conditions of that renewal. The key points to the renewal, we are committed to spend $25 million over the next 20 years on capital expenditures and improvements and development of the marketplace. We believe that's in line with what we should be doing. And so we're planning for that. And the only thing about it that's a little unusual is there are about $9 million that's got to be spent in the next 5 years out of that $25 million. And that of course, we have been planning for, and that is one of the reasons that you see significant cash on our balance sheet. We are spending that at a rate of about $1 million a month. And that will go on through the spring. So that explains why we are having a little extra cash here. The other significant point about the renewal is in the second 15 years. The state moves from 22% of the gross gaming revenue to 24% or an increase of 2 percentage points. That will work if we get refinanced on our lease, we will have a, basically, a push on that transaction and that will work fine. We had some reduction in our charitable gearing 0.25%, really, when you get up to the apples and oranges comparison. So I think we're pleased with the renewal. It's a favorable contract for the state and it's favorable contract for us. There are 3 parts to it, a consent agreement that says everybody consented to the renewal; there's a amendment to our remaining 5 years of the current contract; and then there is the 15-year renewal contract. Those are all public documents. I think you've probably reviewed them, if you haven't, you can. And with that, looking forward to Christmas and questions. There's -- I guess, that's probably the right answer. Our backlog continues to hold at about $15.5 million, which is a strong backlog and that's down slightly from last quarter. And as long as we can maintain that up there and do the shipments like we're doing, we're going to be fine. I would tell you that the $36 million revenue for the 6 months is by far a record. I don't think, company hadn't even done $36 million in a full year ever. The profitability is a record. Company has never made that kind of money. Regardless, whether I was here or somebody else was here. Certainly wasn't then, there is no profit like that. So I guess, David, it's time for questions. And I hope that I've touched on key points for you. Thank you.

All right...

[Operator Instructions] Our first question comes from [ Epoque Zinnemann ].

First of all, congrats on such strong results. First, I wanted to ask, is your current run rate of EBITDA sustainable or not? And along with that, what are the positives or negatives that could impact it? Clark D. Stewart: There's lots of negatives. They're all outlined in the 10-K, like almost the full page, single-spaced, but let's talk about what can happen here. The EBITDA is probably -- as you know, we're in airplane business, lots of things that can affect that, the military spending, the attitude of the government towards the airplane world in general. Things like the 777 problems could be negative, and there are good things in that we're supporting an environment where we're trying to build the military up and be knowledgeable of what's happening around the world, which is the ISO (sic) [ ISR ] and they are surveillance business. And that's a positive. So I would guess that it's really that emotional thing as to which way that goes. And the other thing, of course, is the casino is dependent upon oil and gas, beef cattle and grain crops. So any one of those as a problem or the attitude of a drought or any other depressed thing out in the Oklahoma, Texas, Panhandle all the way up through to Wyoming and Western Nebraska could cause us problems with the casino because that is the market scope of the casino. I hope that answers your question. I know that's not definitive, but that's the general rule. Craig D. Stewart: But kind of further on that, we've got visibility on the airplane side out about 6 months in terms of firm fixed contracts and we're booked at Avcon, I think, through the May time frame. We've got contracts that are running for the next couple of years out in Arizona. So I mean, it's -- the business side of it, from an aerospace standpoint, will probably stay strong at least through the next 6 months, I would imagine.

Okay. That's helpful. And our other question, just whatever color you're able to provide. What do you think your capital expenditures will be over the next year if you're able to say? Clark D. Stewart: No, I'd say $3.5 million to $4 million. So capital expenditures, including the STC costs, yes? It would be $5 million probably.

Our next question comes from Tony [ Tony Pisciotta ].

Just a question concerning the overhang of the remaining 10 -- I believe, it's 10 million shares concerning the incentive program. I noticed in that -- in the first tranche that was awarded roughly, I'd say, what, 7, 8 months ago, that the award price to the recipients was considerably below market price. Can you give us a little color as to how the exercise price of the warrants -- or I'm sorry, of the options, how that is determined? Is that predetermined in the scheme itself? Or is it done, sort of, ad hoc by the Board of Directors? Craig D. Stewart: We issued restricted shares on April 12. And the market closed on that day or the day -- previous day, I can't remember it was that day or the previous close. I think it was -- the previous close was $0.38, which is the price that those shares were issued at. And so they're -- they've got to find those shares out of a 5-year vest. And so that was how those 2.5 million shares were issued. It was at market price on the day of grant. And that's been our policy, Tony, all along is fair market value day of the grant.

Okay. All right, fine. That's more than acceptable, I think. Do you have any idea at all or are there plans as to the disposition of the remaining 10 million? Is that going to be over 1-, 2-, 3-, 5-year tranche? Or is that going to be more front-end loaded? Or how do you plan on doing that? Craig D. Stewart: That -- I think that's still a little bit up in the air. But I would say that it will probably -- there'll probably be more in this next year, for sure, whether it's 2.5 million or 5 million or all 10 million, I don't -- we don't know for sure. The way I would look at it, and I'll go ahead and tell you this since I've got it on my list of things if somebody asked a question, and probably one of the question you're asking, but we did the -- shareholders approved the plan on September 29, 2016, we had a stock price of $0.19. We issued the first 2.5 million on April 12, 2019, the share price was $0.38. We closed yesterday at $0.72. So you could say that the -- that we have incentivized the -- both the management team and employees to push hard on the performance of the company.

Okay. So in other words, what you are doing is -- and I'm not disagreeing with you. I'm just saying that you're doing almost a linear progression as to how well the stock is performing, and that determines how many shares are being awarded at -- in various intervals? Craig D. Stewart: No, I wouldn't say that, I just wanted to get that out there. Clark D. Stewart: Actually, Tony -- Tony, the way -- Tony, this is Clark. The way we're thinking of it is just assume they're all issued, and that's the way we're looking at the numbers. We -- when we do it is kind of whenever it probably needs to be done, given the incentives that we can grant to the people. And I think that we -- from our looking at the numbers and doing the planning, we're saying the other are all out there. And we're going with that kind of numbers. And so I think that the time schedule is probably sooner than later, it's get -- best answer that I can give you.

Okay. Now once this plan has been fulfilled, I'm just using hypotheticals here, the entire 10 million has been granted, okay? The remaining 10 million has been granted. Are there any plans for future extensions of that or additions to that? Craig D. Stewart: There aren't at this point. Clark D. Stewart: We haven't discussed it at all, to tell you the truth. So that's where we are.

Our next question comes from [ Daniel Zeff ].

Nice results. Can you guys discuss the spinoff? You haven't mentioned it. Is it still in the works? Is there anything preventing it in the new extension? How much exactly in dollars is the casino option to purchase the land? Are you considering or will you consider a purchase of the equity interest at this time or shortly also? And what does the timing look like in terms of getting it all done? It was my understanding that you were pretty close to having all the approvals previously and stuff like that. And loan rates and can you use some of the cash on the balance sheet? The question is, please tell us about the spinoff? Clark D. Stewart: Well, we have just recovered from our renewal transaction a little bit. And I guess, where we are at this point is we're working with the bank -- banks, I should say, do the financing to buy out the option on the land and the building. We have had discussions of all those other things you mentioned, but there's nothing firm. And I guess, we're taking it one step at a time. The next one is the refinance and the purchase of the land and building. And if you follow that on through then we'd be considered in the spin out, either with the minority interest or without it. And I think probably, we prefer to be without it. I don't know for sure what the minority interest partner wants to do, he's talked about both things in both ways. And so that's one of those things that will be discussed next spring. Because right now, our focus is the bank and we'll see how that works. It seems to be favorable, but you never know. Craig D. Stewart: The number for the land and building, I think, is [ 41... ]. Clark D. Stewart: [ 41, 250 ]. Craig D. Stewart: And what interest rates are we seeing from banks right now? Clark D. Stewart: 5% to 6%.

Okay. That sounds more favorable on the rates at least, but it sounds like you might not be moving forward as aggressively as you previously stated, is that accurate? Or have you considered not pursuing this plan? Craig D. Stewart: I think we're still moving down that plan where our process, though, is just -- there is work going on the whole plan, but the focus is on making sure we knock off each block as we get to it.

Okay. Can you talk about, totally separately, the international aerospace opportunity. Is that -- what percentage of your business now roughly is International? And is that something that we can look to help us grow the top line above these recent numbers such that this might not be a high watermark long term? Clark D. Stewart: Aric needs to answer that. This is Aric Peters, he's in charge of all our Sales and Marketing of all the airplane products.

It's really hard to answer whether it's a high-mark -- watermark. It's definitely not a high watermark, if we can get the employees to do the work. We just -- we have major, major growing pains with workforce in Wichita. Every time we get a lay off at one of the big OEM or the factory places then we get employees. And that's not always to say that they're the best employees, so we're always looking for the best. We're just -- we're hamstrung by the fact that we can't get enough people to do the amount of work we really want to do at this point. We could probably have a backlog into September if we had enough people. Craig D. Stewart: What share or what percentage of International -- the business is international at this point? Clark D. Stewart: That would be 60%, 65%.

We have 65%. Well, new administration that might go down. If we get a war, that will go down a great deal, too. That's -- that really hurts us because we're in spy business basically and... Clark D. Stewart: And if we get war then Arizona will pick up more.

That's right. Clark D. Stewart: Arizona is also basically -- I think we're delivering as we should be down there, probably 4x, maybe 5x the volume of 2 years ago.

We're getting into the world where we are doing more kits than we are -- than we have in the past. We're shipping out a lot of our product with STC cover sheets and having [indiscernible] install that. And when we get to the situation where we have to send that stuff to a foreign country, there are very few places that can install our things, both from an ITAR standpoint, trafficking of arms rules. And also, the ability to actually do the work. So we run into quality problems real fast. So all of that stuff has to be installed here in the States.

Okay. And finally, the aggressiveness of the restricted stock issuance must be troubling for some shareholders, but I don't really know... Craig D. Stewart: I'll point you back towards the different...

What to say, such that, maybe you can slow that down. But otherwise [ congrats ] for the solid performance. Craig D. Stewart: Dan, I'll point you back to the performance of the company and keeping this on a positive note of $0.18 or $0.19 at the plan inception, $0.38 when we issued. And Aric was just showing me, we're trading at $0.75 a day. I think we're creating value for the company and the shareholders at a pretty good rate at this point.

And it looks like it's worth over $1 to me.

Our next question comes from [ Sam Ribowsky ].

Good performance. A long time coming to get this contract tied up with the casino. Your plans of separating the both companies. If you, sort of, by separating the casino and looking valuations for other casino properties, it would appear the casino should be significantly higher. Do you have a judgment on what valuation on a trade alone -- stand-alone basis when you sort of put it next to other casinos you might have? Clark D. Stewart: I would say, Sam, that we haven't done much work on that at all. Actually, very little because we knew that we had these hurdles to get through, and they'll only know when we get to refinancing and get couple of more items checked off that we'll be able to really evaluate what we have. There is value to the casino, significant value. But you got to remember, it's out there, 200 miles from anywhere. And the market is -- sparse population. There's whole counties, 36 square miles and 1,500 people in it. So we're not a greenfield operation anymore. We passed that 10-year mark and said, well, that's not a greenfield, so it's got to be better than that. And at least, we have banks that loan money against it. So I think we're -- I think the valuation will come as we move on down the road here. As far as the number, I couldn't tell you the number. No, I don't have a number.

Okay. Well, on a stand-alone basis, with promotion and various creative ways and possibly creating more capital, you could probably increase the value. It would appear that would be a plan. And as far as running it, would there be other significant people that would come in to participate? Or how would you structure this operational? Clark D. Stewart: The people that are in that city, today, the oldest top level management is probably 40. And those people are native Kansans from that area. They understand the world they live in, and they understand the unusual economic conditions of the agriculture, oil and gas and the meat packing business. So I think the understanding of the market is significant, in that the whole Permian Basin, North Wyoming and Nebraska, that area is very much different than what we see here in Kansas City or any other major metropolitan area. So I think we have the people in place to run that business for at least another 10 to 20 years, if we want to. There's not -- it's not a -- we don't run it from Kansas City. Those people out there do the job, and they do a great job. And you noticed their revenue is up 3% in the middle of a drought. So there -- and with competition in the Oklahoma, Panhandle. So I mean, it's a strong management group out there.

Okay. That sounds exciting. Now as far as the aviation, are there any acquisitions that you see that are on the horizons that you could close sooner than later? Clark D. Stewart: No, we haven't seen any, but that doesn't mean they aren't out there. There -- I think we would have to have a little bit of slow up in the market before we will really have acquisition that will work because everybody in the market -- in the aviation market is busy at this point, so that will be the last thing they'll be doing is trying and sell that. If it slows up a little then banks close in and all kinds of things happen, and then that's when they become available.

And the backlog, which was down just a tad from the previous quarter, do you -- does that -- but business, as you've indicated, seems robust and it will -- and the reduction is not large. Do you see this as a consistent backlog going forward? Or do you appear to eat into it? Or what does that look like? Clark D. Stewart: I'll give you one observation from what Aric said. If Aric told you that we could have a backlog going into the fall of this next year, if we just booked the orders. We're reluctant to book that schedule too tight because we know that we're limited by the resources that we have available, including some contract people that we hired to do the work, some of the foreign countries. And so we -- the backlog, let's say, could probably be 1/3 bigger, at least, but just take the orders. The orders aren't going anywhere. These are unique products, but we don't -- we just don't want them to be feeling like we're -- that they aren't getting priority.

And Sam, what you're seeing, some of the backlog decreased this quarter is we're moving through some of the contracts that we have in Arizona, and it's just a timing perspective of -- some of those are 2- to 3-year delivery schedules that are month -- we're delivering units month-by-month. We're pushing through some of those deliveries. And those new contracts that we're hearing are going to be coming, but they're not there yet. And so you'll see an ebb and flow in that backlog. But I think if we can keep it up $12 million, $13 million, $14 million, I think it's pretty healthy for the business.

Well, that sounds good. And as far as the robustness of the stock, do you -- is it a possibility that the -- within the next 6 months, you'll have something in the casino to sort of tell the story about the company. So when you're ready to do something, more and more people know what you're doing and what you're doing in the aviation. Is there some way of -- is there any thoughts of getting a wider story out there on what's going on?

Yes, I think as we -- as the news gets better and better, and we keep moving through the process of getting the financing on the casino looking to spin-off to 2 separate pieces. I think there, you've got an opportunity to really tell a strong story.

Our next question comes from Tim McMillan.

In an annual meeting, I think it was over a year ago, you indicated, once you're able to get the financing to buy out the partner in the -- on the building and the casino, it might take 6 months to spin this off. Is that still a thought pattern? Or is that an unknown at this point in time? Clark D. Stewart: I would say it's unknown. There's a lot of variables in that question, and it -- yes, it's hard to tell.

But your motivation still is to spin this off and have 2 separate companies. Is that still your motivation? Clark D. Stewart: That is a plan, and we'll see if we can execute it. But it will -- it takes a long time, Tim. There's a lot of pieces that have got to be executed, and they've got to be executed correctly or we won't -- we can always get to the spin out, but will you have any value? And that's the real question. We want to make sure when we finally get to it, it really does have value. If you remember few years ago, we talked about doing it and then realized all that was going to happen is we didn't have any value when we set it out there, so we didn't do it. That's been 10, 12 years ago, maybe even more than that.

And I'm thinking your thought now is if you're going to do that, you'd probably want to have the partner out totally, and you have the control of 100%. Is that what you said earlier? Is that what I understood? Clark D. Stewart: No, I don't think that's -- I don't know whether that's a requirement or not. It kind of depends on what he wants to do, but he's not motivated, I think, to stay in there. I think it's just -- it's kind of, okay, I'll get our or I'll stay in. It's kind of iffy. I don't...

But right now -- on cash flow, though, these required expenses, this is not going to be a huge net positive by getting rid of the lease and being an owner of the building with the refinancing. Is it going to be a push? Or are we going to pick up a little bit of money on the deal on a cash flow basis? Clark D. Stewart: We'll pick up a little bit of money. That's -- and the reason that the contract says we have to spend the capital expenditures on the casino over the 20 years, it's because they realized we were going to pick up some money and they wanted us to put it back in -- put us back in the business and the development of the market, instead of taking it home, putting it in our mattress.

Is this an addition to what you've normally been spending? Or is it just a continuation with a little increase of what you've been spending? Clark D. Stewart: It's a continuation and it formalizes the requirement. It is an increase, yes.

But it's not a total increase, it's just keeping what you're doing plus some increase on top of that and it formalizes within? Clark D. Stewart: Yes, that's right. Well, I have an obligation.

[Operator Instructions] At this time, we have no further questions. Clark D. Stewart: Thank you. I believe that we are finished, plus I do appreciate everyone's time to listen and to ask the questions. I really appreciate the questions. It helps everyone understand a little bit more about the business, and that's the purpose of this phone call. So have a happy holidays, and we thank you all for attending. We're good, David.

Thank you very much, and have a great holiday.

This concludes today's conference call. Thank you for attending.