<PAGE>
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.
<PAGE>
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
<PAGE>
BUTLER INTERNATIONAL, INC.
--------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(in thousands except share data)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
--------- ---------
(Unaudited)
ASSETS
- ------
Current assets:
<S> <C> <C>
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
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
BUTLER INTERNATIONAL, INC.
--------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
----------------------
2000 1999
--------- ---------
<S> <C> <C>
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
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
BUTLER INTERNATIONAL, INC.
--------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
2000 1999
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
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
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
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.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 603
<SECURITIES> 0
<RECEIVABLES> 65,076
<ALLOWANCES> 1,584
<INVENTORY> 454
<CURRENT-ASSETS> 71,314
<PP&E> 38,428
<DEPRECIATION> 18,557
<TOTAL-ASSETS> 159,431
<CURRENT-LIABILITIES> 32,378
<BONDS> 0
<COMMON> 10
0
5
<OTHER-SE> 62,895
<TOTAL-LIABILITY-AND-EQUITY> 159,431
<SALES> 97,475
<TOTAL-REVENUES> 97,475
<CGS> 76,394
<TOTAL-COSTS> 76,394
<OTHER-EXPENSES> 17,182
<LOSS-PROVISION> (199)
<INTEREST-EXPENSE> 1,359
<INCOME-PRETAX> 2,739
<INCOME-TAX> 964
<INCOME-CONTINUING> 1,775
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,775
<EPS-BASIC> .18
<EPS-DILUTED> .16
</TABLE>
