<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 September 30, 2000
--------------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-14951
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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 October 27, 2000, 9,424,937 shares of the registrant's common stock, par
value $.001 per share, were outstanding and 669,640 shares were in treasury.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
--------------------
(A) Consolidated Balance Sheets - September 30, 2000 (Unaudited) and December
31, 1999
(B) Consolidated Statements of Operations (Unaudited) - quarter ended September
30, 2000 and quarter ended September 30, 1999
(C) Consolidated Statements of Operations (Unaudited) - nine months ended
September 30, 2000 and nine months ended September 30, 1999
(D) Consolidated Statements of Cash Flows (Unaudited) - nine months ended
September 30, 2000 and nine months ended September 30, 1999
(E) Notes to Consolidated Financial Statements (Unaudited)
2
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BUTLER INTERNATIONAL, INC.
--------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(in thousands except share data)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
------
Current assets:
Cash $ 908 $ 1,067
Accounts receivable, net 79,716 68,291
Inventories 414 388
Other current assets 6,479 6,689
------------- ------------
Total current assets 87,517 76,435
Property and equipment, net 22,127 19,482
Other assets and deferred charges 4,906 4,417
Excess cost over net assets of
businesses acquired, net 63,057 64,329
------------- ------------
Total assets $ 177,607 $ 164,663
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable and accrued liabilities $ 22,994 $ 26,158
Current portion of long-term debt 6,047 7,106
------------- ------------
Total current liabilities 29,041 33,264
------------- ------------
Revolving credit facility 54,276 35,491
Other long-term debt 26,930 30,588
Other long-term liabilities 3,267 4,078
Stockholders' equity:
Preferred stock: par value $.001 per share,
authorized 15,000,000: Issued 5,013,451
in 2000 and 4,843,914 in 1999 of Series B
7% Cumulative Convertible (Aggregate
liquidation preference $5,013 in 2000 and
$4,844 in 1999) 5 5
Common stock: par value $.001 per share,
authorized 125,000,000; issued 10,094,577 in
2000 and 9,950,600 in 1999; outstanding
9,424,937 in 2000 and 9,446,467 in 1999 10 10
Additional paid-in capital 96,106 95,903
Accumulated deficit (25,532) (29,643)
Accumulated other comprehensive income (560) (384)
------------- ------------
Sub-total 70,029 65,891
Less - Treasury stock: 669,640 and 504,133
in 2000 and 1999 (5,936) (4,649)
------------- ------------
Total stockholders' equity 64,093 61,242
------------- ------------
Total liabilities and stockholders' equity $ 177,607 $ 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 September 30,
-----------------------------
2000 1999
--------- ---------
<S> <C> <C>
Net sales $ 110,651 $ 101,839
Cost of sales 87,518 79,459
--------- ---------
Gross margin 23,133 22,380
Depreciation and amortization 1,671 1,324
Selling, general and administrative expenses 18,819 15,691
--------- ---------
Operating income 2,643 5,365
Interest expense (1,843) (1,196)
--------- ---------
Income before income taxes 800 4,169
Income taxes 297 1,423
--------- ---------
Net income $ 503 $ 2,746
========= =========
Net income per share:
Basic $ .05 $ .27
Diluted $ .05 $ .23
Average number of common shares and dilutive
common share equivalents outstanding:
Basic 9,322 9,871
Diluted 11,074 11,748
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
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BUTLER INTERNATIONAL, INC.
--------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
---------------------------------
2000 1999
--------- ---------
<S> <C> <C>
Net sales $ 314,299 $ 314,381
Cost of sales 246,496 245,652
--------- ---------
Gross margin 67,803 68,729
Depreciation and amortization 4,760 3,861
Selling, general and administrative expenses 51,515 49,123
--------- ---------
Operating income 11,528 15,745
Interest expense (4,762) (3,363)
--------- ---------
Income before income taxes 6,766 12,382
Income taxes 2,397 4,544
--------- ---------
Net income $ 4,369 $ 7,838
========= =========
Net income per share:
Basic $ .44 $ .78
Diluted $ .39 $ .67
Average number of common shares and dilutive
common share equivalents outstanding:
Basic 9,386 9,867
Diluted 11,228 11,774
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
BUTLER INTERNATIONAL, INC.
--------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
---------------------------------
2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,369 $ 7,838
Adjustments to reconcile net income to net cash
used in (provided by) operating activities:
Depreciation and excess purchase
price amortization 4,760 3,861
Amortization of deferred financing 100 109
Foreign currency translation (176) (27)
Tax benefit on nonqualified stock
option exercises 13 699
(Increase) decrease in assets,
increase (decrease) in liabilities:
Accounts receivable (11,425) (2,944)
Inventories (26) (20)
Other current assets 210 (716)
Other assets (589) (1,424)
Current liabilities (3,252) (2,665)
Other long-term liabilities (811) 174
-------- --------
Net cash used in (provided by) operating
activities (6,827) 4,885
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures - net (5,610) (3,758)
Cost of businesses acquired (523) (4,001)
-------- --------
Net cash used in investing activities (6,133) (7,759)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under financing agreements 14,068 7,793
Net proceeds from the issuance of
common stock 603 812
Loans issued for exercise of options (404) (891)
Repurchase common stock (1,466) (5,009)
-------- --------
Net cash provided by financing activities 12,801 2,705
-------- --------
Net decrease in cash (159) (169)
Cash at beginning of period 1,067 910
-------- --------
Cash at end of period $ 908 $ 741
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
6
<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 September 30, 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).
<TABLE>
<CAPTION>
Quarter ended Nine Months ended
September 30, September 30,
----------------- ---------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Basic Earnings per Share:
-------------------------
Income available to common
shareholders $ 416 $ 2,663 $ 4,112 $ 7,598
------- ------- ------- -------
Weighted average common shares
outstanding 9,322 9,871 9,386 9,867
------- ------- ------- -------
Basic earnings per common share $ .05 $ .27 $ .44 $ .78
======= ======= ======= =======
Diluted Earnings per Share:
---------------------------
Income available to common
shareholders assuming conversion
of preferred stock $ 503 $ 2,745 $ 4,369 $ 7,838
------- ------- ------- -------
Weighted average common shares
outstanding 9,322 9,871 9,386 9,867
Common stock equivalents 323 544 445 603
Assumed conversion of preferred
stock 1,429 1,333 1,397 1,304
------- ------- ------- -------
Total weighted average common
shares 11,074 11,748 11,228 11,774
------- ------- ------- -------
Diluted earnings per common share $ .05 $ .23 $ .39 $ .67
======= ======= ======= =======
</TABLE>
NOTE 3 - COMMON STOCK:
During the nine months ended September 30, 2000, the Company received proceeds
of $423,658 from the exercise of 144,475 common stock options.
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NOTE 4 - TREASURY STOCK:
During the nine months ended September 30, 2000, the Company repurchased 184,901
shares of its common stock in accordance with its stock repurchase program. In
the nine month period ended September 30, 2000, 4,108 shares were issued from
treasury in conjunction with the vesting of stock awards that had been granted
to certain employees and 14,788 shares were issued in conjunction with an
earn-out payment for one of the Company's 1998 acquisitions.
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 $3.3 million for the third quarter of 2000 and $10.9 million for
the nine months ended September 30, 2000, as compared to $5.1 million and $15.3
million for the same periods in 1999. Operating profits from the UK subsidiary
were $159,000 for the third quarter of 2000 and $608,000 for the nine months
ended September 30, 2000, versus $222,000 and $758,000 for the same periods in
1999. The following table presents sales and operating profits by segment (in
thousands):
<TABLE>
<CAPTION>
NET SALES: Quarter Ended Sept. 30, Nine Months Ended Sept. 30,
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Telecom Services $ 37,949 $ 25,340 $ 95,593 $ 75,041
Technology Solutions 24,010 29,147 74,635 88,686
Fleet Services 10,952 10,534 32,941 32,921
Technical Group 37,740 36,818 111,130 117,733
--------- --------- --------- ---------
Consolidated Sales $ 110,651 $ 101,839 $ 314,299 $ 314,381
========= ========= ========= =========
OPERATING PROFITS: 2000 1999 2000 1999
--------- --------- --------- ---------
Telecom Services $ 7,620 $ 4,352 $ 18,842 $ 13,239
Technology Solutions (1,684) 2,587 640 7,021
Fleet Services 127 808 1,065 2,296
Technical Group 2,987 2,291 8,768 8,210
Unallocated amounts (6,407) (4,673) (17,787) (15,021)
--------- --------- --------- ---------
Consolidated Profits $ 2,643 $ 5,365 $ 11,528 $ 15,745
========= ========= ========= =========
</TABLE>
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 a decrease of
$319,000 and $176,000 for the quarter and nine months ended September 30, 2000,
respectively, and an increase of $47,000 for the quarter and a decrease of
$27,000 for the nine months ended September 30, 1999, respectively. Total
comprehensive income was $184,000 and $4,193,000 for the three and nine months
ended September 30, 2000, compared to $2,793,000 and $7,811,000 for the three
and nine months ended September 30, 1999.
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
8
<PAGE>
will have a material adverse effect on the Company's financial statements and
results of operations.
NOTE 8 - RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS:
SFAS No. 133, as amended by SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities" (collectively, SFAS No. 133),
provides accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. SFAS No. 133 is effective for all fiscal quarters for all
fiscal years beginning after June 15, 2000. The Company does not believe that
this standard will have a material impact on its financial statements.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB") No. 101 which provides guidance on applying generally accepted
accounting principles to selected revenue recognition issues. This SAB does not
amend any of the existing issued accounting guidance but instead interprets and
provides additional guidance in the application of those rules. SAB 101B, which
was issued in June 2000, extends the effective date of SAB 101 until the fourth
fiscal quarter of the fiscal year beginning after December 15, 1999. The Company
is evaluating the impact, if any, of this SAB on its financial reporting.
Item 2. Management's Discussion and Analysis of Results of Operations and
----------------------------------------------------------------
Financial Condition
-------------------
RESULTS OF OPERATIONS
Revenues for the third quarter of 2000 were up 9% to $110.7 million from $101.8
reported in 1999. Net income was $0.5 million or $.05 per diluted share, as
compared to the $2.7 million or $.23 per diluted shared that was reported in the
same period in 1999. Net earnings before investments made in BlueStorm, the
Company's Network Consulting business, were $2.3 million or $.21 per diluted
share.
The third quarter's results reflect both the success of the Company's
Telecommunication Services division and the substantial investments made in
BlueStorm as had been announced earlier in the year. BlueStorm is a division of
Butler Technology Solutions.
The Company's Telecommunication Services business unit reported a 50% growth in
sales over the prior year quarter while increasing operating profit by 75%. The
increased profitability was attributable to greater volume, higher billing rates
and improved margins. All major service offerings including optical transmission
and wireless equipment deployment, as well as cable broadband design and
engineering have experienced volume increases. This growth reflects the
Company's timely response to the market's need for additional bandwidth driven
by the internet, remote access and business-to-business data traffic. In a time
of talent shortages, the Company's training facilities have enabled it to better
respond to customer demand by providing the necessary training in these high
growth areas. The Company continues to expand its training programs in support
of new technologies, enabling it to continue to grow by successfully keeping
pace with customer demands.
Investments in the previously profitable BlueStorm operation impacted the
quarter's pre-tax earnings by approximately $2.8 million. These costs reflect a
successful acceleration of the group's recruitment effort. This action resulted
in higher orientation, training and bench costs. Expenses related to
administrative infrastructure also contributed to the loss. The practice now
consists of approximately 150 employees serving its clients from offices located
in Metro New York, Raleigh, Washington D.C. and Atlanta. The division's
consulting services address the needs of enterprise network, security and
e-business infrastructure.
9
<PAGE>
Network services include network assessment, design & implementation, carrier
selection & analysis, and NOC design & deployment. E-business services include
e-business infrastructure readiness. Security services include risk and
vulnerability assessment, security engineering, Computer Incident Response Team
(CIRT), and Special Operations.
Revenue from the Company's Technical Group's domestic operations increased by 9%
in the quarter, while operating income grew by 36%, driven by increased volume
and higher margins. The Technology Solutions staffing business continues to be
impacted by an industry-wide slowdown in demand. As a result, the business
unit's sales declined by 18%. Solution oriented business volume, however,
increased by 59% over the prior year quarter, to an annualized run-rate of
approximately $15 million. Operating income, exclusive of the $2.8 million loss
from BlueStorm, declined by 58%. Fleet Services sales increased by 4%, while
operating income declined by 84%. The reduced operating income was related to a
strike, that has since ended, at one of the division's major customers plus one
time start-up costs incurred in several new ventures. Interest expense increased
principally due to higher rates, borrowings related to the Company's stock
buyback program and higher outstanding receivables due mostly to changed
business mix.
For the nine months ended September 30, 2000, net income was $4.4 million or
$.39 per diluted share, compared with $7.8 million or $.67 per diluted share in
the same period of 1999. Revenues for the period were $314.3 million compared
with $314.4 million in 1999. Increased profits generated by the
Telecommunications Services division were more than offset by decreases in the
Technology Solutions and Fleet Services businesses. Increased interest expense
also contributed to the reduced earnings. Similarly, higher revenue in
Telecommunications Services was more than offset by lower sales in the
Technology Solutions and Technical Group.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB") No. 101 which provides guidance on applying generally accepted
accounting principles to selected revenue recognition issues. This SAB does not
amend any of the existing issued accounting guidance but instead interprets and
provides additional guidance in the application of those rules. SAB 101B, which
was issued in June 2000, extends the effective date of SAB 101 until the fourth
fiscal quarter of the fiscal year beginning after December 15, 1999. The Company
is evaluating the impact, if any, of this SAB on its financial reporting.
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 used in operating activities was $6.8 million for the nine months ended
September 30, 2000, compared to $4.9 million of cash provided by operating
activities for the same period in 1999. As of September 30, 2000, $54.3 million
was outstanding under the credit facility, with an additional $3.6 million used
to collateralize letters of credit. As of September 30, 2000, $26.6 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.
The Company's credit agreement with General Electric Capital Corporation
("GECC"), as amended, provides for a revolving credit facility for loans up to
$57.0 million, including $9.0 million for letters of credit and an additional
acquisition facility for up to $28.0 million. During the third quarter the
Company's revolving credit facility exceeded $57 million from time to time with
permission from GECC. The interest rate on the revolving credit facility at the
end of the third quarter of 2000 was 200 basis points above the 30-day
commercial paper rate, or 8.48%. 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 September 30, 2000, was 8.98%.
10
<PAGE>
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, as amended.
The GECC credit facility excludes the U.K operation, which has its own
(pound)1.5 million facility. As of September 30, 2000, (pound)541,000 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.
Part II - OTHER INFORMATION
Item
1. Legal Proceedings - None
2. Changes in Securities and use of Proceeds - 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
11
<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)
November 13, 2000 By: /s/ Edward M. Kopko
--------------------------------
Edward M. Kopko
Chairman and Chief Executive
Officer
November 13, 2000 By: /s/ Michael C. Hellriegel
--------------------------------
Michael C. Hellriegel
Senior Vice President and Chief
Financial Officer
12
<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 Registrant's Annual Report
on Form 10-K for the year ended December 31, 1990 (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
13
<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.
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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
Registrant's Annual Report on Form 10-K for the ended
December 31, 1992 (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 Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994
(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 Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995 (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.
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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.
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
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997 (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 Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998, (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 Registrant's Annual Report on Form 10-K for
the year ended December 31, 1999 (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.
10.38(g) Seventh Amendment Agreement, dated as of July 14, 2000,
among Butler Service Group, Inc., Butler International, Inc.
and General Electric Capital Corporation, filed herewith as
Exhibit 10.38(g).
10.38(h) Eighth Amendment Agreement, dated as of November 9, 2000, to
be effective September 30, 2000, among Butler Service Group,
Inc., Butler International, Inc. and General Electric
Capital Corporation, filed herewith as Exhibit 10.38(h).
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10.39* 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.
10.40* 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.
10.41 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.
10.42 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.
10.43* 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.
10.44* 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.
10.45* 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.
10.46* 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.
10.47* 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
* Denotes compensatory plan, compensation arrangement, or management contract.
17
