SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 23, 1999
BUTLER NATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-1678 41-0834293
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
11920 West 161st Street, Olathe, Kansas 66062
(Address of Principal Executive Office)(Zip Code)
Registrant's telephone number, including area code: (913) 780-9595
Former Name, former address and former fiscal year if changed since last
report:
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Item 4.
(a) On August 10, 1999, the Company filed a report on Form 8-K reporting the
resignation of its independent auditor, Grant Thornton LLP ("Grant
Thornton"), on August 3, 1999. On August 19, 1999, the Company
received a letter from Grant Thornton addressed to the Securities &
Exchange Commission stating that Grant Thornton was in agreement with
the statements contained in the Company's 8-K filed on August 10. A
copy of Grant Thornton's letter is attached hereto as Exhibit 16.
In its August 19 letter, Grant Thornton confirmed the Company's belief
that during the two most recent fiscal years there have been no
disagreements between the Company and Grant Thornton on any matter of
accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreement, if not resolved, would
have caused Grant Thornton to make reference thereto in its report on
the consolidated financial statements of the Company for such years.
In its August 19 letter, Grant Thornton described the reasons for its
resignation and stated its belief that the circumstances leading to its
resignation were reportable events. These matters relate to (i)
Discontinued Operations, (ii) Indian Gaming Costs, (iii) STCs and (iv)
the response of senior management, each of which is described in Grant
Thornton's letter attached to this report as Exhibit 16.
Grant Thornton resigned as independent auditor of the Company prior to
discussing any of these matters with the Company's audit committee, the
board of directors of the Company or the Company's former auditors. The
Company has authorized Grant Thornton to respond fully to the inquiries
of its successor accountant concerning these matters.
Item 7. Financial Statements and Exhibits
(C)Exhibits
16Letter from Grant Thornton LLP dated August 19, 1999
<PAGE>
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 authorized.
Butler National Corporation
(Registrant)
August 23, 1999 /S/ Clark D. Stewart
(Date) Clark D. Stewart, President
and Chief Executive Officer
August 23, 1999 /S/ Robert E. Leisure
(Date) Robert E. Leisure
Chief Financial Officer
EXHIBIT 16
[LETTERHEAD OF GRANT THORNTON]
August 19, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20519
Dear Sir/Madam:
We have read Item 4 included in the Form 8-K of Butler National Corporation
(Butler) filed with the Securities and Exchange Commission on August 10, 1999
and are in agreement with the statements contained therein. Since August 10,
1999, we have communicated to the Company our belief that following Grant
Thornton LLP's engagement on March 30, 1999 as Butler's independent auditors
and during the two most recent fiscal years through the date of this letter
there have been no disagreements between the Company and Grant Thornton LLP
(Grant or Grant Thornton) on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreement, if not resolved, would have caused Grant Thornton to make
reference thereto in our report on the consolidated financial statements of
the Company for such years.
However, information came to our attention that, if investigated further, may
materially impact the fairness and reliability of Butler's financial
statements to be issued for the fiscal year ending April 30, 1999 and perhaps
also the fiscal year ending April 30, 1998. In essence, the nature of the
accounting issues and the reaction of senior management to our audit inquiries
led us to conclude that we would have been unable to obtain sufficient
evidential matter to complete an audit in accordance with Generally Accepted
Auditing Standards (GAAS). We therefore resigned from our engagement to audit
the consolidated financial statements of Butler and its subsidiaries as of
April 30, 1999. We consider the circumstances leading to our resignation to
be reportable events.
Three elements of the Company's financial statements are at issue:
Discontinued Operations, Indian Gaming costs and Supplemental Type
Certificates (STCs).
Discontinued Operations
In fiscal 1999 Butler was reflecting a loss from Discontinued Operations of
approximately $1.995 million, a significant increase from the $148,316 reported
in fiscal 1998. One significant component of this loss was the
reclassification of approximately $801,000 of General and Administrative
Expense (G&A) to Discontinued Operations; $801,000, it bears noting, equals
approximately one-half of the G&A costs for this 1999 fiscal year. To satisfy
ourselves that this estimate was not arbitrary, we informed the company that
any allocation to Discontinued Operations would have to be supported by a
methodology and evidential matter that we could audit. Although we understand
that Butler was prepared to undertake a review of the extent of its allocation
of G&A costs to Discontinued Operations, we also are aware that any estimate
of the amount of G&A costs attributable to Discontinued Operations is heavily
dependent upon management's judgment.
A second significant element of Butler's $1.995 million loss from Discontinued
Operations involved a guarantee of subsidiary debt for which the Company
recognized an expense of $700,000 in 1999. We raised the question as to
whether this loss should have been recognized in the year ended April 30,
1998. Although we resigned before we were able to pursue this issue, it is
nonetheless clear to us that we would have needed to consult with the
Company's former accountants to gain an understanding of events in the prior
year in order to conclude upon the appropriate treatment of this debt.
Indian Gaming Costs
Butler's accounting for its Indian Gaming costs presented us with three
accounting and auditing issues. First, we had questions about the
collectibility of a $3.5 million note representing advances to Miami-Modoc
Indian Tribe Joint Venture for costs associated with an operating casino.
Second, we considered that the deferral of "Other Costs" totaling $2.1 million
in 1999 called for further scrutiny. And third, we had doubts about the
propriety of putting back on the books, as deferred assets, costs that had
previously been written off -- namely, $650,000 in 1999 and $280,000 in 1998.
Each of these issues, in our view, would have required us to discuss with the
Company's former auditors the bases, in the prior fiscal year, for
capitalizing the deferred gaming costs, recording the $3.5 million note at
full value and putting previously expensed items back on the books.
Although we resigned before speaking about these issues with the prior
auditors, we had discussions with the Company's president-chief executive
officer, as summarized below.
STCs
At April 30, 1999, Butler had on its books $1.392 million of capitalized costs
associated with the development of STCs. We queried Butler's president-chief
executive officer regarding the appropriateness and support for these
capitalized costs. Moreover, since our concerns extended to the initial
capitalization in a prior fiscal year we indicated that we would have to
discuss the matter with the Company's former auditors. We resigned, however,
before we were able to have those discussions.
Response of Senior Management
To address adequately each of these accounting issues would have necessitated
a significant expansion of the scope our audit. In considering whether to
undertake such an expansion, we deemed it appropriate to factor in the
response of the Company's president-chief executive officer to our inquiries
- -- especially those relating to the treatment of Indian Gaming costs and
capitalizations of STCs. With respect to the rebooking of Indian Gaming costs
previously written off, the president had said we "had to find a way to keep
them on the books." He also commented that Butler and its prior auditors
would face a number of lawsuits if we forced a write-off of the Indian Gaming
costs and deferred STC costs. When we informed him that the SEC was likely to
review Butler's treatment of the deferred Indian Gaming costs, he informed us
for the first time that the Company had received a comment letter from the SEC
on its 1998 Form 10-K and that in response it had filed an amended Form 10-K
on April 30, 1999. When we then asked why the company did not tell us about
this comment letter and amended 10-K report, he simply said, "you did not
ask." A review of the Commission's comment letter, it bears noting, disclosed
that the Commission's staff was focused on some of the same issues as we were.
Each of the accounting and auditing issues we identified involves significant
estimates by management upon whose representations an auditor would have to
rely. Given the response of the company's president-chief executive officer
to our questions, we concluded in our professional judgment that we would be
unable to obtain sufficient evidential matter to enable us to complete the
audit in accordance with GAAS.
Very truly yours,
//Grant Thornton LLP//
