-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VmM6Bd8eiGYfxJacfFU3DCQqEsXmDFWLbaV+y/3nwBhXVl2wfhj8+q0thJ9b4bYC O8kJCDwvVePEumEO0axSpg== 0000922907-04-000536.txt : 20041210 0000922907-04-000536.hdr.sgml : 20041210 20041210090624 ACCESSION NUMBER: 0000922907-04-000536 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20041031 FILED AS OF DATE: 20041210 DATE AS OF CHANGE: 20041210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELECSYS CORP CENTRAL INDEX KEY: 0000914398 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 481099142 STATE OF INCORPORATION: KS FISCAL YEAR END: 430 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-15057 FILM NUMBER: 041194706 BUSINESS ADDRESS: STREET 1: 15301 W. 109TH STREET CITY: LENEXA STATE: KS ZIP: 66219 BUSINESS PHONE: 9136470158 MAIL ADDRESS: STREET 1: 15301 W. 109TH STREET CITY: LENEXA STATE: KS ZIP: 66219 FORMER COMPANY: FORMER CONFORMED NAME: AIRPORT SYSTEMS INTERNATIONAL INC DATE OF NAME CHANGE: 19931103 10QSB 1 form10qsb_120804.htm Form 10-QSB
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934for the period ended October 31, 2004.

( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from _____________ to ______________.

Commission file number  0-22760

                               ELECSYS CORPORATION
        (Exact name of small business issuer as specified in its charter)

         Kansas                                            48-1099142
         ------                                            ----------
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
    or organization)

                             15301 West 109th Street
                              Lenexa, Kansas 66219
                    (address of principal executive offices)

                                 (913) 647-0158
                           (Issuer's telephone number)

Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the previous
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       ( )

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:

Common stock, $0.01 par value - 2,957,667 shares outstanding as of December 3,
2004.

Transitional Small Business Disclosure format (check one):

                                    Yes     ( )             No       (X)



                      ELECSYS CORPORATION AND SUBSIDIARIES
                                   FORM 10-QSB
                         Quarter Ended October 31, 2004

                                      INDEX
                                                                                    Page
PART I - FINANCIAL INFORMATION

ITEM I.  Consolidated Financial Statements

Condensed Consolidated Statements of Operations -
     Three months and six months ended October 31, 2004 and 2003 (Unaudited)            3

Condensed Consolidated Balance Sheets -
     October 31, 2004 (Unaudited) and April 30, 2004                                    4

Condensed Consolidated Statements of Stockholders' Equity -
     October 31, 2004 (Unaudited) and April 30, 2004                                    5

Condensed Consolidated Statements of Cash Flows -
     Three months and six months ended October 31, 2004 and 2003 (Unaudited)            6

Notes to Condensed Consolidated Financial Statements (Unaudited)                        7

ITEM 2.  Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                               11

ITEM 3.  Controls and Procedures                                                       20

PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings                                                             21

ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds                   21

ITEM 3.  Defaults Upon Senior Securities                                               21

ITEM 4.  Submission of Matters to a vote of Security Holders                           21

ITEM 5.  Other Information                                                             21

ITEM 6.  Exhibits                                                                      21

Signatures                                                                             23



                         PART I - FINANCIAL INFORMATION

ITEM 1.  Consolidated Financial Statements.

                      Elecsys Corporation and Subsidiaries
                      Consolidated Statements of Operations
                      (In thousands, except per share data)
                                   (Unaudited)

                                                              Three Months Ended               Six Months Ended
                                                                 October 31,                     October 31,
                                                          ---------------------------     ---------------------------
                                                             2004            2003            2004           2003
                                                          ------------    -----------     -----------    ------------
   Sales                                                       $3,172         $2,739          $6,088          $5,358
   Cost of products sold                                        2,227          1,984           4,359           3,907
                                                          ------------    -----------     -----------    ------------
   Gross margin                                                   945            755           1,729           1,451

   Selling, general and administrative expenses                   686            762           1,297           1,550
                                                          ------------    -----------     -----------    ------------

   Operating income (loss)                                        259            (7)             432            (99)

   Other income (expense):
     Interest expense                                            (36)           (64)            (76)           (123)
     Other income, net                                              1              2               1               3
                                                          ------------    -----------     -----------    ------------

   Income (loss) from operations before income taxes              224           (69)             357           (219)

   Income tax benefit                                              --             --              10              36
                                                          ------------    -----------     -----------    ------------

   Net income (loss)                                            $ 224          $(69)           $ 367         $ (183)
                                                          ============    ===========     ===========    ============

   Net income (loss) per share information:
     Basic                                                      $0.08        $(0.02)           $0.13         $(0.07)
     Diluted                                                    $0.07        $(0.02)           $0.13         $(0.07)

   Weighted average common shares outstanding:
     Basic                                                      2,890          2,791           2,842           2,790
     Diluted                                                    2,995          2,791           2,927           2,790


      See Notes to Consolidated Financial Statements.




                                     Page 3




                      Elecsys Corporation and Subsidiaries
                           Consolidated Balance Sheets
                        (In thousands, except share data)

                                                                        October 31, 2004        April 30, 2004
                                                                      -------------------     -----------------
                                                                             (Unaudited)
ASSETS
   Current assets:
      Cash and cash equivalents                                                     $227                 $ 330
      Accounts receivable, less allowances of $125
        and $52, respectively                                                      1,984                 1,440
      Inventories                                                                  2,276                 2,095
      Prepaid expenses                                                               101                   106
                                                                      -------------------     -----------------
   Total current assets                                                            4,588                 3,971

   Property and equipment, at cost:
      Land                                                                           637                   637
      Building and improvements                                                    1,103                 1,103
      Equipment                                                                    2,119                 2,019
                                                                      -------------------     -----------------
                                                                                   3,859                 3,759
      Accumulated depreciation                                                   (1,290)               (1,147)
                                                                      -------------------     -----------------
                                                                                   2,569                 2,612

   Investment in NTG, LLC                                                            100                   100
   Other assets, net                                                                  34                    34
                                                                      -------------------     -----------------
Total assets                                                                      $7,291                $6,717
                                                                      ===================     =================

LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
      Accounts payable                                                            $1,215                  $901
      Accrued expenses                                                               456                   439
      Current portion of long-term debt                                              604                   914
                                                                      -------------------     -----------------
   Total current liabilities                                                       2,275                 2,254

   Long-term debt, less current portion                                            1,335                 1,430

   Stockholders' equity:
      Preferred stock, $.01 par value, 5,000,000 shares
         authorized; none issued and outstanding                                      --                    --
      Common stock, $.01 par value, 10,000,000 shares
         authorized; issued and outstanding -  2,953,791 at
         October 31, 2004 and 2,791,331 April 30, 2004                                30                    28
      Additional paid-in capital                                                   8,419                 8,140
      Accumulated deficit                                                        (4,768)               (5,135)
                                                                      -------------------     -----------------
   Total stockholders' equity                                                      3,681                 3,033
                                                                      -------------------     -----------------
Total liabilities and stockholders' equity                                        $7,291                $6,717
                                                                      ===================     =================

      See Notes to Consolidated Financial Statements.


                                     Page 4






                     Elecsys Corporation and Subsidiaries
            Condensed Consolidated Statements of Stockholders' Equity
                               (In thousands)



                                              Common           Common         Additional                               Total
                                              Stock             Stock          Paid-In          Accumulated        Stockholders'
                                          (# of shares)          ($)           Capital            Deficit             Equity
                                          ---------------    ------------    -------------    ----------------    ----------------
Balance at April 30, 2003                          2,791             $28           $8,140            $(5,158)              $3,010
   Net income                                         --              --               --                  23                  23
                                          ---------------    ------------    -------------    ----------------    ----------------
Balance at April 30, 2004                          2,791              28            8,140             (5,135)               3,033
                                          ---------------    ------------    -------------    ----------------    ----------------
   Net income                                         --              --               --                 367                 367
   Exercise of stock options
     (35 shares)                                      35               1               34                  --                  35
   Conversion of subordinated
    debt                                             128               1              245                  --                 246
                                          ---------------    ------------    -------------    ----------------    ----------------
Balance at October 31, 2004
     (unaudited)                                   2,954             $30           $8,419            $(4,768)              $3,681
                                          ===============    ============    =============    ================    ================


        See Notes to Consolidated Financial Statements.



                                     Page 5



                      Elecsys Corporation and Subsidiaries
                      Consolidated Statements of Cash Flows
                                 (In thousands)
                                   (Unaudited)
                                                                         Six months ended October 31,
                                                                      --------------------------------
                                                                                2004             2003
                                                                      ---------------    -------------
Operating Activities:
Net income (loss)                                                               $367            $(183)
Adjustments to reconcile net income (loss) to net cash
 provided by (used in) operating activities:
   Depreciation                                                                  143               130
   Amortization                                                                   17                13
   Provision for doubtful accounts                                                85                27
   Loss on disposal of assets                                                      1                 1
   Changes in operating assets and liabilities:
      Accounts receivable, net                                                 (629)                61
      Inventories, net                                                         (181)                63
      Accounts payable                                                           314             (205)
      Accrued expenses                                                            17              (84)
      Other, net                                                                  --                23
                                                                      ---------------    -------------
Net cash provided by (used in) operating activities                              134             (154)

Investing Activities:
Investment in NTG, LLC                                                            --             (100)
Proceeds from disposal of property and equipment                                   1                11
Purchases of property and equipment                                            (102)              (13)
                                                                      ---------------    -------------
Net cash used in investing activities                                          (101)             (102)

Financing Activities:
Proceeds from exercise of stock options                                           35                --
Principal payments on long-term debt                                           (417)                --
Proceeds from issuance of common stock                                           246                --
Borrowings on note payable to bank                                               525                --
Payments on note payable to bank                                               (525)                --
                                                                      ---------------    -------------
Net cash used in financing activities                                          (136)                --
                                                                      ---------------    -------------
Net increase (decrease) in cash and cash equivalents                           (103)             (256)
Cash and cash equivalents at beginning of period                                 330               707
                                                                      ---------------    -------------
Cash and cash equivalents at end of period                                      $227              $451
                                                                      ===============    =============

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest                                         $61               $55



See Notes to Consolidated Financial Statements.


                                     Page 6



                      Elecsys Corporation and Subsidiaries
                   Notes to Consolidated Financial Statements
                                October 31, 2004
                                   (Unaudited)

1.       NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
         ACCOUNTING POLICIES

Nature of Operations
         Elecsys Corporation (the "Company"), through its wholly owned
subsidiary DCI, Inc. ("DCI"), is a designer, manufacturer, and integrator of
custom electronic interface solutions for original equipment manufacturers
("OEMs") in the medical, aerospace, communications, safety systems and
industrial and consumer product industries. The Company has specialized
capabilities to design and efficiently manufacture custom electronic assemblies
which integrate a variety of interface technologies such as custom liquid
crystal displays ("LCDs"), light emitting diode ("LEDs") displays, and keypads
with circuit boards and other electronic components. The Company becomes an
extension of the OEMs' organization by providing key expertise that enables
rapid development and manufacture of electronic products from product conception
through volume production.

Comprehensive Income
         The Company has no components of other comprehensive income, therefore
comprehensive income equals net income.

Recent Accounting Pronouncements
         In January 2003, the Financial Accounting Standards Board ("FASB")
issued Interpretation No. 46 ("FIN 46"), Consolidation of Variable Interest
Entities. FIN 46 clarifies the application of Accounting Research Bulletin No.
51, "Consolidated Financial Statements." It establishes standards for
identifying a variable interest entity and for determining under what
circumstances a variable interest entity should be consolidated with its primary
beneficiary. The requirements of the interpretation are effective for the
Company no later than the end of the first reporting period that ends after
March 15, 2004. The adoption of this interpretation did not have a material
impact on the Company's consolidated financial statements.

         In November 2004, the FASB issued Statement No. 151 ("SFAS No. 151"),
Inventory Costs. SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4,
"Inventory Pricing," to clarify the accounting for abnormal amounts of idle
facility expense, freight, handling costs, and wasted material (spoilage).
Paragraph 5 of ARB 43, Chapter 4, previously stated that ". . . under some
circumstances, items such as idle facility expense, excessive spoilage, double
freight, and rehandling costs may be so abnormal as to require treatment as
current period charges. . . ." SFAS No. 151 requires that those items be
recognized as current-period charges regardless of whether they meet the
criterion of "so abnormal." In addition, SFAS No. 151 requires that allocation
of fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities. The requirements of SFAS No. 151 are
effective for

                                     Page 7




inventory costs incurred during fiscal years beginning after June 15, 2005. The
adoption of this statement is not expected to have a material impact on the
Company's consolidated financial statements.

Stock-Based Compensation
         At October 31, 2004, the Company had a stock-based employee
compensation plan. The Company accounts for the plan under the recognition and
measurement principles of Accounting Principles Board Opinion ("APB") No. 25,
Accounting for Stock Issued to Employees, and the related interpretations. Under
APB No. 25, no employee compensation expense is recognized, as all options
granted under the plan had an exercise price equal to the market value of the
underlying common stock on the date of grant. The following table illustrates
the effect on net income (loss) and net income (loss) per share as if the
Company had applied the fair value recognition provision of SFAS No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation
(in thousands, except per share data):

                                                         Three Months Ended                  Six Months Ended
                                                             October 31,                       October 31,
                                                   --------------------------------    -----------------------------
                                                            2004              2003            2004             2003
                                                   --------------     -------------    ------------     ------------
Net income (loss), as reported                              $224            $ (69)            $367           $(183)
Deduct:  Total stock-based employee
  compensation expense determined under fair
  value based method for all options                          14                15              27               30
                                                   --------------     -------------    ------------     ------------
Pro forma net income (loss)                                 $210            $ (84)            $340           $(213)
                                                   ==============     =============    ============     ============

Net income (loss) per share:
  Basic - as reported                                      $0.08           $(0.02)           $0.13          $(0.07)
  Basic - pro forma                                        $0.07           $(0.03)           $0.12          $(0.08)

  Diluted - as reported                                    $0.07           $(0.02)           $0.13          $(0.07)
  Diluted - pro forma                                      $0.07           $(0.03)           $0.12          $(0.08)


Revenue Recognition
         Revenue is recognized upon shipment of product to the Company's
customers.

2.       BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
of the Company include the accounts of the Company and its wholly owned
subsidiary, DCI, Inc. All significant intercompany balances and transactions
have been eliminated. The condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the
United States for interim financial information and with the instructions to
Form 10-QSB and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles in the United States for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three-month and six-month periods ended October 31, 2004

                                     Page 8



are not necessarily indicative of the results that may be expected for the year
ending April 30, 2005.

         The balance sheet at April 30, 2004 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles in the United
States for complete financial statements.

         For further information, refer to the consolidated financial statements
and footnotes included in the Elecsys Corporation and Subsidiaries' annual
report on Form 10-KSB for the year ended April 30, 2004.

3.       INVESTMENT AND SUBSEQUENT EVENT

         In August 2003, DCI invested $100,000 to become a 19% member of Network
Technologies Group, LLC ("NTG"), a limited liability company formed by a group
of technical and management professionals who purchased the Network Technologies
business from LaBarge, Inc. DCI joined several other anticipated key suppliers,
key distributors, and independent investors in capitalizing NTG. NTG supplies
remote monitoring solutions utilizing the digital control channels of the
nation's cellular telephone network and has established its initial market in
the oil and gas pipeline industry.

         On November 24, 2004 the Company announced that it acquired certain
assets, including all of the proprietary technology, and assumed certain
liabilities of NTG for approximately $375,000 in cash and Elecsys common stock.
As part of this transaction, the original $100,000 investment in NTG made by DCI
will be discounted to approximately $74,000 and transferred to the Company's new
subsidiary, NTG, Inc, which completed the transaction. Total cash and common
stock paid to NTG's members was approximately $301,000. NTG, Inc. is currently
engaged in the valuation and allocation of the purchase price to the assets
purchased and liabilities assumed. These assets include accounts receivable,
inventory, fixed assets, intangible assets and intellectual property. The
remaining unallocated portion of the purchase price, if any, will be allocated
to goodwill.

4.       NET INCOME (LOSS) PER SHARE

         The following table presents the calculation of basic and diluted
income (loss) per share (in thousands):
                                                              Three Months Ended                 Six Months Ended
                                                                 October 31,                        October 31,
                                                        -------------------------------     ----------------------------
                                                                 2004             2003             2004            2003
                                                        --------------    -------------     ------------    ------------
Numerator:
Net income (loss)                                                $224           $ (69)             $367         $ (183)

Denominator:
Weighted average common shares
  outstanding - basic                                           2,890            2,791            2,842           2,790
     Effect of dilutive options outstanding                       105               --               85              --

                                     Page 9


                                                        --------------    -------------     ------------    ------------
Weighted average common shares
  outstanding - diluted                                         2,995            2,791            2,927           2,790
                                                        ==============    =============     ============    ============

         Options to purchase 60,000 and 61,000 shares of common stock for the
three-month and six-month periods ending October 31, 2004, respectively, were
not included in the computation of diluted net income per share because they
were anti-dilutive. Warrants that allow for the purchase of up to 45,635 shares
of common stock were also not included in the computation of diluted net income
per share for the six-month period ending October 31, 2004 because they were
anti-dilutive.

5.       LINE OF CREDIT

         On December 31, 2003, the Company renewed its $2,000,000 line of credit
facility that is secured by accounts receivable and inventory and is available
for working capital. The line of credit expires on December 31, 2004 and its
borrowing capacity is calculated as a specified percentage of accounts
receivable and inventory. The line of credit accrues interest at the prime rate
plus 1.5% (6.25% at October 31, 2004) and contains various covenants, including
certain financial performance covenants pertaining to the maintenance of debt to
net worth and minimum net worth ratios. As of October 31, 2004, the Company was
in compliance with all of the covenants under the line of credit and there were
no borrowings outstanding on the credit facility as of October 31, 2004 and
2003.

6.       WARRANTY

         The Company provides a limited warranty for a period of one year from
the date of receipt of its products. The Company's standard warranties require
the Company to repair or replace defective products at no cost to the customer
or refund the customer's purchase price. In the second quarter of fiscal 2004,
the Company began to establish a liability to estimate the costs that may be
incurred under its standard warranties. The Company's product warranty liability
reflects management's best estimate of probable liability under product
warranties. Management determines the liability based on known product failures
(if any), historical experience, and other currently available evidence. The
Company incurred actual warranty expenses of approximately $20,000 and $42,000
for the six-month periods ended October 31, 2004 and 2003, respectively.

         The following table presents changes in the Company's warranty
liability, which is included in accrued expenses on the balance sheets (in
thousands):

                                                                       Six Months Ended
                                                                          October 31,
                                                                         2004              2003
                                                                --------------    --------------
           Balance at beginning of period                                 $21              $ --
           Accruals                                                        19                 9
                                                                --------------    --------------
           Balance at end of period                                       $40               $ 9
                                                                ==============    ==============

                                    Page 10



7.       LONG-TERM DEBT AND EQUITY TRANSACTION

         In June 2004, certain members of the Company's management team
purchased all of the Company's common stock and the subordinated debenture held
by KCEP Ventures II, L.P. ("KCEP"). Individual management team members purchased
all of KCEP's common stock and Eiger Investment Group, L.L.C., which is owned by
certain members of the Company's management team, purchased the $500,000 10%
convertible subordinated debenture from KCEP. The debenture's conversion price
is $1.93 per share and is due on February 7, 2005. The warrant for the purchase
of up to 45,635 shares of the Company's common stock was amended to expire in
August 2009, and the warrant continues to be held by KCEP.

8.       PAYMENT OF SUBORDINATED NOTE

         On September 16, 2004, the Company satisfied is obligations under the
convertible subordinated debentures held by the former owners of DCI. The
$405,625 due under the convertible debentures and the associated interest were
paid in a combination of the Company's common stock and cash. The holders of the
debentures elected to convert approximately 60% of the principal value of the
notes into 127,420 shares of common stock at a conversion price of $1.93 per
share. The remaining amount of the notes and interest, $164,887, was paid from
available cash and did not require the Company to draw on its line of credit.


ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
                of Operations.

Overview

         Elecsys Corporation ("Elecsys," the "Company," or "We"), through its
wholly owned subsidiary, DCI, Inc. ("DCI") is a designer, manufacturer, and
integrator of custom electronic interface solutions for original equipment
manufacturers ("OEMs") in the medical, aerospace, communications, safety systems
and industrial and consumer product industries. The Company has specialized
capabilities to design and efficiently manufacture custom electronic assemblies
which integrate a variety of interface technologies such as custom liquid
crystal displays ("LCDs"), light emitting diode ("LED") displays, and keypads
with circuit boards and other electronic components. The Company becomes an
extension of the OEMs' organization by providing key expertise that enables
rapid development and manufacture of electronic products from product conception
through volume production. The Company's sales are made primarily to customers
within the United States, but also include Canada and several other
international markets.

         In August 2003, DCI invested $100,000 to become a 19% member of Network
Technologies Group, LLC ("NTG"), a limited liability company formed by a group
of technical and management professionals who purchased the Network Technologies
business from LaBarge, Inc. DCI joined several other anticipated key suppliers,
key distributors, and

                                    Page 11



independent investors in capitalizing NTG. NTG supplies remote monitoring
solutions utilizing the digital control channels of the nation's cellular
telephone network and has established its initial market in the oil and gas
pipeline industry. DCI is the electronic manufacturing source for NTG and had
sales of approximately $57,000 and $85,000 to NTG for the six-month periods
ended October 31, 2004 and 2003, respectively. DCI's investment in NTG is
accounted for under the cost method. On November 24, 2004 the Company announced
that it acquired certain assets, including all of the proprietary technology,
and assumed certain liabilities of NTG for approximately $375,000 in cash and
Elecsys common stock.

         On October 27, 2003, the Company received a notice from the American
Stock Exchange (the "Amex" or "Exchange") Staff indicating that the Company no
longer complies with the Exchange's continued listing standards. Such standards
include minimum levels of stockholders' equity and required net earnings in a
minimum number of prior fiscal years. The Company sustained losses in prior
fiscal years as a result of the operations of its subsidiaries, including its
subsidiary that was sold in fiscal year 2002, and an impairment loss on goodwill
due to the adoption of Statement of Financial Accounting Standards ("SFAS") No.
142, Goodwill and Other Intangible Assets. The Company submitted a plan to the
Exchange Staff on November 26, 2003 that sets forth definitive actions that
management expects will bring the Company into compliance with the continued
listing standards. On January 23, 2004, the Exchange Staff notified the Company
that it accepted the Company's plan and granted the Company an extension of time
through April 27, 2005 to pursue its plan and regain compliance with the AMEX
continued listing standards. The Company is subject to periodic review by
Exchange Staff during the extension period. Failure to make progress consistent
with the plan or to regain compliance with the current listing standards by the
end of the extension period could result in the Company being delisted from the
American Stock Exchange. In the recently completed twelve-month period ended
October 31, 2004, the Company's operating income, net income and stockholder's
equity were consistent with the plan submitted to the Exchange Staff.

         In January 2004, DCI entered into an agreement with Pro-Tronix, Inc.
("Pro-Tronix"), an Olathe, Kansas contract electronics manufacturer that was
preparing to cease operations, pursuant to which the customers of Pro-Tronix
were referred to DCI as their new manufacturing source. Some existing sales
orders were transferred from Pro-Tronix to DCI and production of those orders
was completed at DCI's facility. A commission is paid to the owner of Pro-Tronix
based on the completion of existing Pro-Tronix sales orders that were
transferred to DCI and any additional sales orders awarded to DCI from the
former Pro-Tronix customer base for the next three years. This agreement also
included some consigned inventory, for which DCI pays Pro-Tronix as it is
consumed. Some key Pro-Tronix employees were hired by DCI to assist in the
transition of the Pro-Tronix customer base. We have added several new customers
as a result of this initiative and these customers have resulted in
approximately $324,000 in sales for the three-month period ended October 31,
2004. Since January 2004, total sales to former Pro-Tronix customers have been
approximately $654,000. The Company expects a total of nearly $1,000,000 in new
business from these customers in fiscal 2005.

         In June 2004, certain members of the Company's management team
purchased all of the



                                    Page 12



Company's common stock and the subordinated debenture held by KCEP Ventures II,
L.P. ("KCEP"). Individual management team members purchased all of KCEP's common
stock and Eiger Investment Group, L.L.C., which is owned by certain members of
the Company's management team, purchased the $500,000 10% convertible
subordinated debenture from KCEP. The warrant for the purchase of up to 45,635
shares of the Company's common stock was amended to expire in August 2009, and
the warrant continues to be held by KCEP. As part of this transaction, Mr.
Schulte resigned from the Company's Board of Directors.

         In September 2004, the Company satisfied is obligations under the
convertible subordinated debentures held by the former owners of DCI. The
$405,625 of principal due under the convertible debentures and the associated
interest were paid in a combination of the Company's common stock and cash. The
holders of the debentures elected to convert approximately 60% of the principal
value of the notes into 127,420 shares of common stock at a conversion price of
$1.93 per share. The remaining amount of the notes and interest, $164,887, was
paid from available cash and did not require the Company to draw on its line of
credit.

Results of Operations

Three Months Ended October 31, 2004 Compared With Three Months Ended October 31, 2003.

         The following table sets forth, for the periods presented, certain
statement of operations data (in thousands) of the Company:

                                                                  Three Months Ended
                                         ---------------------------------------------------------------------
                                                 October 31, 2004                     October 31, 2003
                                                 ----------------                     ----------------
   Sales                                         $3,172          100.0%                $2,739         100.0%
   Cost of products sold                          2,227           70.2%                 1,984          72.4%
                                         ---------------- -----------------    ---------------- --------------
   Gross margin                                     945           29.8%                   755          27.6%
   Selling, general and
     administrative expenses                        686           21.6%                   762          27.8%
                                         ---------------- -----------------    ---------------- --------------
   Operating income (loss)                          259            8.2%                   (7)         (0.3%)
   Interest expense                                (36)          (1.1%)                  (64)         (2.3%)
   Other income, net                                  1            0.0%                     2           0.0%
                                         ---------------- -----------------    ---------------- --------------
   Income (loss) from operations
     before income taxes                            224            7.1%                  (69)         (2.5%)
   Income tax benefit                                --            0.0%                    --           0.0%
                                         ---------------- -----------------    ---------------- --------------
   Net income (loss)                              $ 224            7.1%                 $(69)         (2.5%)
   Net income (loss) per share -
     basic                                       $ 0.08                               $(0.02)
                                         ================                      ================
   Net income (loss) per share -
     diluted                                     $ 0.07                               $(0.02)
                                         ================                      ================



                                    Page 13



         Sales for the three months ended October 31, 2004 were approximately
$3,172,000, an increase of $433,000 or 15.8% from $2,739,000 for the second
quarter of fiscal 2004. The increase was primarily the result of increases in
new and existing customer orders in the electronic assembly, LCD production and
LCD resale product lines. These increases were partially offset by a decrease in
sales in the LCD hybrids product line that was the result of the permanent
decision, made during the third fiscal quarter of 2004, by one of our largest
former customers to move the manufacture of its product to the offshore
production facility used by its parent company. Sales to this customer totaled
approximately $447,000 for the three-month period ended October 31, 2003 and the
final shipments were made to this customer in January 2004. We expect sales
volumes achieved in the current period will continue at or near their current
levels over the near term as a result of increased bookings and total backlog.
Total backlog at October 31, 2004 was approximately $5,763,000, an increase of
approximately $1,800,000 from a total backlog of $3,962,000 on October 31, 2003
and an increase of $864,000 from a total backlog of $4,899,000 on July 31, 2004.
Backlog represents purchase orders in place from our customers that are
scheduled for shipment in fiscal 2005 and fiscal 2006.

         Gross margin can fluctuate from period to period due to a variety of
factors including, but not limited to, sales volume, product mix, and plant
efficiency. Gross margin for the three-month period ended October 31, 2004, was
29.8% of sales, or $945,000, compared to 27.6% of sales, or $755,000, for the
three-month period ended October 31, 2003. The increase in gross margin dollars
of approximately $190,000 is primarily the result of product mix, increased
sales volumes in the electronic assembly, LCD production and LCD resale product
lines and improvements in productivity. We expect that gross margins over the
next few quarters should continue at or near the margin level achieved during
the first six months of the current fiscal year.

         Selling, general and administrative ("SG&A") expenses decreased
$76,000, or 10%, to $686,000 in the three-month period ended October 31, 2004
from $762,000 in the three-month period ended October 31, 2003. SG&A expenses
were 21.6% of sales for the three-month period ended October 31, 2004 as
compared to 27.8% of sales for the three-month period ended October 31, 2003.
The decrease was mainly due to lower professional fees, personnel costs and
personnel-related expenses. The reduction in personnel costs and
personnel-related expenses was the result of adjustments in the number of SG&A
personnel in the third and fourth quarters of fiscal 2004. We expect that our
SG&A expenses will continue at or near their current levels for the near term as
a result of our continuing efforts to control our corporate expenditures and
manage our operating costs.

         Interest expense was $36,000 and $64,000 for the three-month periods
ended October 31, 2004 and 2003, respectively. This decrease of $28,000, or
43.8%, was due to lower borrowings outstanding during the recently completed
quarter and lower fees on the line of credit and letter of credit during the
recently completed quarter. There were no outstanding borrowings from the
operating line of credit as of October 31, 2004. We expect to utilize the
operating line of credit


                                    Page 14



periodically in the next few quarters at or near the amounts utilized during the
first six months of the current fiscal year. These funds will be necessary as
our business grows and capital is needed to meet operating requirements and debt
repayments.

         As a result of the above factors, net income was $224,000 for the
three-month period ended October 31, 2004 as compared to a net loss of $69,000
reported for the three-month period ended October 31, 2003.

Six Months Ended October 31, 2004 Compared With Six Months Ended October 31, 2003.

         The following table sets forth, for the periods presented, certain
statement of operations data (in thousands) of the Company:

                                                                   Six Months Ended
                                         ---------------------------------------------------------------------
                                                 October 31, 2004                     October 31, 2003
                                                 ----------------                     ----------------
   Sales                                         $6,088          100.0%                $5,358         100.0%
   Cost of products sold                          4,359           71.6%                 3,907          72.9%
                                         ---------------- -----------------    ---------------- --------------
   Gross margin                                   1,729           28.4%                 1,451          27.1%
   Selling, general and
     administrative expenses                      1,297           21.3%                 1,550          28.9%
                                         ---------------- -----------------    ---------------- --------------
   Operating income (loss)                          432            7.1%                  (99)         (1.9%)
   Interest expense                                (76)          (1.3%)                 (123)         (2.3%)
   Other income, net                                  1            0.0%                     3           0.1%
                                         ---------------- -----------------    ---------------- --------------
   Income (loss) from operations
     before income taxes                            357            5.9%                 (219)         (4.1%)
   Income tax benefit                                10            0.2%                    36           0.7%
                                         ---------------- -----------------    ---------------- --------------
   Net income (loss)                              $ 367            6.0%                $(183)         (3.4%)
   Net income (loss) per share -
     basic                                       $ 0.13                               $(0.07)
                                         ================                      ================
   Net income (loss) per share -
     diluted                                     $ 0.13                               $(0.07)
                                         ================                      ================

         Sales for the six-month period ended October 31, 2004 were
approximately $6,088,000, an increase of $730,000 or 13.6% from $5,358,000 for
the comparable period of the prior year. The increase was primarily the result
of increases in new and existing customer orders in the electronic assembly, LCD
production and LCD resale product lines. These increases were partially offset
by a decrease in sales in the LCD hybrids product line that was the result of
the permanent decision, made during the third fiscal quarter of 2004, by one of
our largest former customers to move the manufacture of its product to the
offshore production facility used by its

                                    Page 15



parent company. Sales to this customer totaled approximately $1,134,000 for the
six-month period ended October 31, 2003 and the final shipments were made to
this customer in January 2004.

         Gross margin can fluctuate from period to period due to a variety of
factors including, but not limited to, sales volume, product mix, and plant
efficiency. Gross margin for the six-month period ended October 31, 2004, was
28.4% of sales, or $1,729,000, compared to 27.1% of sales, or $1,451,000, for
the six-month period ended October 31, 2003. The increase in gross margin was
primarily the result of increased sales volumes in the electronic assembly, LCD
production and LCD resale product lines and improved product mix. We expect that
the gross margins achieved during the six-month period ending October 31, 2004
will approximate the gross margins that will be achieved over the next few
quarters due to the expected product mix, the additions to our customer base and
the marginal increases in production personnel that will be required to meet
increased production demands.

         SG&A expenses totaled $1,297,000 in the six-month period ended October
31, 2004 compared to $1,550,000 for the six-month period ended October 31, 2003.
This represented a decrease of $253,000, or 16.3% for the comparable periods.
SG&A expenses were 21.3% of sales for the six-month period ended October 31,
2004 as compared to 28.9% of sales for the six-month period ended October 31,
2003. The decrease was mainly due to lower professional fees, personnel costs
and personnel-related expenses. The reduction in personnel costs and
personnel-related expenses was the result of adjustments in the number of SG&A
personnel in the third and fourth quarters of fiscal 2004. We expect that our
SG&A expenses will continue at or near their current levels for the near term as
a result of our continuing efforts to control our corporate expenditures and
manage our operating costs.

         Interest expense was $76,000 and $123,000 for the six-month periods
ended October 31, 2004 and 2003, respectively. This decrease of $47,000, or
38.2%, was primarily the result of lower borrowings outstanding during the
recently completed six-month period, lower fees on the line of credit and letter
of credit, and early payment of the subordinated debentures during the period.
There were no outstanding borrowings from the operating line of credit as of
October 31, 2004. We expect to utilize the operating line of credit periodically
in the next few quarters at or near the amounts utilized during the recently
completed six-month period. These funds will be necessary as our business grows
and capital is needed to meet operating requirements and debt repayments.

         The $10,000 income tax benefit for the six-month period ended October
31, 2004 was the result of a refund from property tax credits from the filing of
the 2004 state tax return. The $36,000 income tax benefit for the six-month
period ended October 31, 2003 was due to the filing of amended tax returns
claiming refunds of income taxes paid in prior years as a result of carry backs
of net operating losses. No other income tax provision or benefit was recorded
for the six-month periods ended October 31, 2004 or 2003 due primarily to the
availability of net operating loss carry forwards which have been fully reserved
due to the continued uncertainty of their utilization.


                                    Page 16



         As a result of the above factors, net income was $367,000 for the
six-month period ended October 31, 2004 as compared to a net loss of $183,000
reported for the six-month period ended October 31, 2003.

Subsequent Event

         On November 24, 2004 the Company acquired certain assets, including all
of the proprietary technology, and assumed certain liabilities of Network
Technologies Group, LLC (NTG, LLC") for approximately $375,000 in cash and
Elecsys common stock. As part of this transaction, the original $100,000
investment in NTG made by DCI will be discounted to approximately $74,000 and
transferred to the Company's new subsidiary, NTG, Inc, which completed the
transaction. Total cash and common stock paid to NTG's members was approximately
$301,000. NTG, Inc. is currently engaged in the valuation and allocation of the
purchase price to the assets purchased and liabilities assumed. These assets
include accounts receivable, inventory, fixed assets, intangible assets and
intellectual property. The remaining unallocated portion of the purchase price,
if any, will be allocated to goodwill.

Liquidity and Capital Resources

         Cash and cash equivalents decreased $103,000 to $227,000 as of October
31, 2004 compared to $330,000 at April 30, 2004. This decrease was the result of
an increase in cash provided by operating activities offset by purchases of
equipment and long-term debt payments during the six-month period ended October
31, 2004.

         Cash provided by operating activities totaled $134,000 for the
six-month period ended October 31, 2004 compared to cash used by operating
activities of $154,000 for the six-month period ended October 31, 2003. The cash
provided by operating activities resulted primarily from net income,
depreciation, an increase in accounts payable, and an increase in the provision
for doubtful accounts for the period that was the result of specific customer
account reviews and the determination that an additional provision was
necessary. The cash provided in the period was partially offset by increases in
accounts receivable and inventory that were the result of increasing sales. Cash
used in operating activities for the six-month period ended October 31, 2003,
was $154,000 which was the result of a net loss for the period, decreases in
accounts payable and accrued expenses, and slight decreases in accounts
receivable and inventory.

         Net cash used in investing activities totaled $101,000 and $102,000 for
the six-month periods ended October 31, 2004 and 2003 primarily as a result of
equipment purchases in the respective periods.

         Net cash used in financing activities totaled $136,000 for the
six-month period ended October 31, 2004 that was the result of the exercise of
stock options and the issuance of common stock offset by principal payments on
long-term debt. For the six-month period ended October 31, 2003, there were no
financing activities that resulted in the provision or use of cash.

                                    Page 17



         The Company has a $2,000,000 revolving line of credit facility that is
available for working capital and is secured by accounts receivable and
inventory. The line of credit expires on December 31, 2004 and its borrowing
capacity is calculated as a percentage of accounts receivable and inventory. The
line of credit accrues interest at the prime rate plus 1.5% (6.25% at October
31, 2004) and contains certain financial covenants pertaining to the maintenance
of debt to net worth and minimum net worth ratios. We believe we are in
compliance with all such covenants. We utilized the line of credit for operating
cash during the six-month period ended October 31, 2004. There was no remaining
outstanding balance on the line of credit at the end of the period. We expect to
be able to renew the line of credit upon its expiration.

         We have a letter of credit with a bank related to the Industrial
Revenue Bonds for our Lenexa, Kansas facility which expires April 15, 2005. We
expect to be able to renew the letter of credit upon its expiration.

         Although there can be no assurances, we believe that existing cash, the
cash expected to be generated from the operations of DCI and NTG, amounts
available under our line of credit, and amounts available from trade credit,
will be sufficient to finance our currently anticipated working capital needs,
our capital expenditures for the foreseeable future, and our scheduled debt
repayment.

Critical Accounting Policies

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and related disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. We cannot assure you that actual results
will not differ from those estimates. We believe the following critical
accounting policies affect our more significant judgments and estimates used in
the preparation of our consolidated financial statements.

         Inventory Valuation. Our inventories are stated at the lower of cost,
using the first-in, first-out (FIFO) method, or market value. Our industry is
characterized by rapid technological change, short-term customer commitments and
rapid changes in demand, as well as other market considerations. We make
provisions for estimated excess and obsolete inventory based on our regular
reviews of inventory quantities on hand and the latest forecasts of product
demand and production requirements from our customers. If actual market
conditions or our customers' product demands are less favorable than those
projected, additional inventory write-downs may be required.

         Allowance for Doubtful Accounts. We perform ongoing credit evaluations
of our customers' financial condition and make provisions for doubtful accounts
based on the outcome of our credit evaluations. We also evaluate the
collectibility of our accounts receivable based on


                                    Page 18



specific customer circumstances, current economic trends, historical experience
and the age of past due receivables. Unanticipated changes in our customers'
liquidity or financial position, which results in an impairment of their ability
to make payments, may require additional provisions for doubtful accounts.

         Warranty Reserve. We have established a warranty reserve for rework,
product warranties and customer refunds. We provide a limited warranty for a
period of one year from the date of receipt of our products and our standard
warranties require us to repair or replace defective products at no cost to the
customer or refund the customer's purchase price. The warranty reserve is based
on historical experience and analysis of specific known and potential warranty
issues. The product warranty liability reflects management's best estimate of
probable liability under our product warranties.

Forward Looking Statements

         This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including, but not limited to, our
statements on strategy, operating forecasts, and our working capital
requirements and availability. In addition, from time to time, the Company or
its representatives have made or may make forward-looking statements, orally or
in writing. Such forward-looking statements may be included in, but are not
limited to, various filings made by the Company with the Securities and Exchange
Commission, press releases or oral statements made by or with the approval of an
authorized executive officer of the Company. Forward-looking statements consist
of any statement other than a recitation of historical fact and can be
identified by the use of forward-looking terminology such as "may," "expect,"
"anticipate," "estimate," or "continue" or the negative thereof or other
variations thereon or comparable terminology. Actual results could differ
materially from those projected or suggested in any forward-looking statements
as a result of a wide variety of factors and conditions, including, but not
limited to, an inability on the part of the Company to successfully integrate,
market and grow NTG, Inc., the Company's dependence on its top five customers,
reliance on certain key management personnel, an inability to grow the Company's
customer base, potential growth in costs and expenses, an inability to refinance
the Company's existing debt on term comparable to those now in existence,
potential deterioration of business or economic conditions for the Company's
customers' products, price competition from larger and better financed
competitors, and the factors and conditions described in the discussion of
"Results of Operations" and "Liquidity and Capital Resources" as contained in
Management's Discussion and Analysis of Financial Condition and Results of
Operations of this report, as well as those included in other documents the
Company files from time to time with the Securities and Exchange Commission,
including the Company's quarterly reports on Form 10-QSB, the annual report on
Form 10-KSB, and current reports on Form 8-K. Holders of the Company's
securities are specifically referred to these documents with regard to the
factors and conditions that may affect future results. The reader is cautioned
that the Company does not have a policy of updating or revising forward-looking
statements and thus he or she should not assume that silence by management of
the

                                    Page 19



Company over time means that actual events are bearing out as estimated in such
forward-looking statements.


ITEM 3.  Controls and Procedures

         (a) Evaluation of disclosure controls and procedures. The Company's
Chief Executive Officer and Chief Financial Officer have reviewed the Company's
disclosure controls and procedures as of the end of the period covered by this
report. Based on their evaluation, these officers have concluded that the
Company's disclosure controls and procedures are adequate and effective in
ensuring that material information relating to the Company that is required to
be included in the Company's filings with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 is made known to them.

         (b) Changes in internal controls. There were no significant changes in
the Company's internal controls or in other factors that in management's
estimates could significantly affect the Company's disclosure controls and
procedures subsequent to the date of the evaluation, including any corrective
actions with regards to significant deficiencies and material weaknesses.


                                    Page 20



                           PART II - OTHER INFORMATION


ITEM 1.  Legal Proceedings.

                  None.

ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

                  On September 16, 2004, the Company satisfied is obligations
                  under the convertible subordinated debentures held by the
                  three former owners of DCI. The $405,625 due under the
                  convertible debentures and the associated interest were paid
                  in a combination of the Company's common stock and cash. The
                  holders of the debentures elected to convert approximately 60%
                  of the principal value of the notes into 127,420 shares of the
                  Company's common stock at a conversion price of $1.93 per
                  share. The Company relied upon Sections 3(a)(9) and 4(2) of
                  the Securities Act in concluding that the securities issued
                  were exempt from registration.

ITEM 3.  Defaults Upon Senior Securities.

                  Not Applicable.

ITEM 4.  Submission of Matters to a vote of Security Holders.

                  On September 23, 2004, the Company held its annual meeting of
                  stockholders during which the following directors were
                  elected:

                    1.   Mr. Karl B. Gemperli was re-elected as a Class II
                         director of the Company for a period of three years
                         until the 2007 Annual Meeting of Stockholders. Shares
                         voted for the election of Mr. Gemperli were 2,455,341
                         with 117,650 shares withheld.
                    2.   Mr. Stan Gegen was elected as a Class III director of
                         the Company for a period of one year until the 2005
                         Annual Meeting of Stockholders. Shares voted for the
                         election of Mr. Gegen were 2,455,621 with 117,370
                         shares withheld.

ITEM 5.  Other Information.

                  Not Applicable.

ITEM 6.  Exhibits

                  31.1     Rule 13a-14(a)/15d-14(a) Certification of President and Chief Executive Officer
                  (Principal Executive Officer).


                                    Page 21


                  31.2     Rule 13a-14(a)/15d-14(a) Certification of Vice President and Chief Financial Officer
                  (Principal Financial and Accounting Officer).
                  32.1     Section 1350 Certification of President and Chief Executive Officer (Principal
                  Executive Officer).
                  32.2     Section 1350 Certification of Vice President and Chief Financial Officer (Principal
                  Financial and Accounting Officer).




                                    Page 22







                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                      ELECSYS CORPORATION


December 10, 2004                       /s/ Karl B. Gemperli
- -----------------------                -----------------------------------
Date                                   Karl B. Gemperli
                                       President and Chief Executive Officer
                                       (Principal Executive Officer)


December 10, 2004                      /s/ Todd A. Daniels
- -----------------------               -----------------------------------
Date                                  Todd A. Daniels
                                      Vice President and Chief Financial Officer
                                      (Principal Financial and Accounting Officer)


                                    Page 23



              EXHIBIT INDEX

Item          Description

31.1          Rule 13a-14(a)/15d-14(a) Certification of President and Chief
              Executive Officer (Principal Executive Officer).

31.2          Rule 13a-14(a)/15d-14(a) Certification of Vice President and
              Chief Financial Officer (Principal Financial and
              Accounting Officer).

32.1          Section 1350 Certification of President and Chief Executive
              Officer (Principal Executive Officer).

32.2          Section 1350 Certification of Vice President and Chief Financial Officer
              (Principal Financial and Accounting Officer).



                                    Page 24
EX-31 2 form10qsb_120804311.htm EXHIBIT 31.1 Exhibit 31.1


                                                             EXHIBIT 31.1
CERTIFICATIONS
  I, Karl B. Gemperli, certify that:
1)       I have reviewed this quarterly report on Form 10-QSB of Elecsys
         Corporation;
2)       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;
3)       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;
4)       The small business issuer's other certifying officers and I are
         responsible for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
         small business issuer and have:
a)       Designed such disclosure controls and procedures to ensure that
         material information relating to the small business issuer, including
         its consolidated subsidiaries, is made known to us by others within
         those entities, particularly during the period in which this quarterly
         report is being prepared;
b)       [omitted in accordance with section III.E. of SEC Release No.
         34-47986];
c)       Evaluated the effectiveness of the small business issuer's disclosure
         controls and procedures and presented in this report our conclusion
         about the effectiveness of the disclosure controls and procedures, as
         of the end of the period covered by this report based on such
         evaluation; and
d)       Disclosed in this report any change in the small business issuer's
         internal control over financial reporting that occurred during the
         small business issuer's most recent fiscal quarter (the small business
         issuer's fourth fiscal quarter in the case of an annual report) that
         has materially affected, or is reasonably likely to materially affect,
         the small business issuer's internal control over financial reporting;
         and
5)       The small business issuer's other certifying officer(s) and I have
         disclosed, based on our most recent evaluation of internal control over
         financial reporting, to the small business issuer's auditors and the
         audit committee of small business issuer's board of directors (or
         persons performing the equivalent functions):
a)       All significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the small business issuer's
         ability to record, process, summarize and report financial information;
         and
b)       Any fraud, whether or not material, that involves management or other
         employees who have a significant role in the small business issuer's
         internal control over financial reporting.

  Date:  December 10, 2004            /s/ Karl B. Gemperli
                                      ------------------------------------------
                                      Karl B. Gemperli
                                      President and Chief Executive Officer


EX-31 3 form10qsb_120804312.htm EXHIBIT 31.2 Exhibit 31.2

                                                                EXHIBIT 31.2
CERTIFICATIONS
  I, Todd A. Daniels, certify that:
1)       I have reviewed this quarterly report on Form 10-QSB of Elecsys
         Corporation;
2)       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;
3)       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;
4)       The small business issuer's other certifying officers and I are
         responsible for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
         small business issuer and have:
a)       Designed such disclosure controls and procedures to ensure that
         material information relating to the small business issuer, including
         its consolidated subsidiaries, is made known to us by others within
         those entities, particularly during the period in which this quarterly
         report is being prepared;
b)       [omitted in accordance with section III.E. of SEC Release No.
         34-47986];
c)       Evaluated the effectiveness of the small business issuer's disclosure
         controls and procedures and presented in this report our conclusions
         about the effectiveness of the disclosure controls and procedures, as
         of the end of the period covered by this report based on such
         evaluation; and
d)       Disclosed in this report any change in the small business issuer's
         internal control over financial reporting that occurred during the
         small business issuer's most recent fiscal quarter (the small business
         issuer's fourth fiscal quarter in the case of an annual report) that
         has materially affected, or is reasonably likely to materially affect,
         the small business issuer's internal control over financial reporting;
         and
5)       The small business issuer's other certifying officer(s) and I have
         disclosed, based on our most recent evaluation of internal control over
         financial reporting, to the small business issuer's auditors and the
         audit committee of small business issuer's board of directors (or
         persons performing the equivalent functions):
a)       All significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the small business issuer's
         ability to record, process, summarize and report financial information;
         and
b)       Any fraud, whether or not material, that involves management or other
         employees who have a significant role in the small business issuer's
         internal control over financial reporting.

  Date:  December 10, 2004           /s/ Todd A. Daniels
                                     -------------------------------------------
                                     Todd A. Daniels
                                     Vice President and Chief Financial Officer


EX-32 4 form10qsb_120804321.htm EXHIBIT 32.1 Exhibit 32.1

                                                                EXHIBIT 32.1

                      CERTIFICATION PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002

            I, Karl B. Gemperli, Chief Executive Officer of Elecsys Corporation
  (the "Company"), do hereby certify in accordance with 18 U.S.C. Section 1350,
  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to
  my knowledge:

a)         The Company's Quarterly Report on Form 10-QSB for the quarterly
           period ended October 31, 2004, which this certification accompanies,
           fully complies with the requirements of Section 13(a) or 15(d) of the
           Securities Exchange Act of 1934, as amended; and

b)         The information contained in the Company's Quarterly Report on Form
           10-QSB for the quarterly period ended October 31, 2004, which this
           certification accompanies, fairly presents, in all material aspects,
           the financial condition and results of operations of the Company.


  Date:  December 10, 2004            /s/ Karl B. Gemperli
                                      --------------------------------------------
                                      Karl B. Gemperli
                                      Chief Executive Officer
                                      (Principal Executive Officer)



EX-32 5 form10qsb_120804322.htm EXHIBIT 32.2 Exhibit 32.2


                                                               EXHIBIT 32.2

                      CERTIFICATION PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002

            I, Todd A. Daniels, Chief Financial Officer of Elecsys Corporation
  (the "Company"), do hereby certify in accordance with 18 U.S.C. Section 1350,
  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to
  my knowledge:

a)         The Company's Quarterly Report on Form 10-QSB for the quarterly
           period ended October 31, 2004, which this certification accompanies,
           fully complies with the requirements of Section 13(a) or 15(d) of the
           Securities Exchange Act of 1934, as amended; and

b)         The information contained in the Company's Quarterly Report on Form
           10-QSB for the quarterly period ended October 31, 2004, which this
           certification accompanies, fairly presents, in all material aspects,
           the financial condition and results of operations of the Company.


  Date:  December 10, 2004                /s/ Todd A. Daniels
                                         ---------------------------------------
                                         Todd A. Daniels
                                         Chief Financial Officer (Principal
                                         Financial  and Accounting Officer)





-----END PRIVACY-ENHANCED MESSAGE-----