-----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, GGLkTwCAxwfvn1LVUAniRPcQ9hYN2QUvSE/4WXwBwsmIGQyyukxqM4Khzh/OMHZs n8onU1HUM62LmB9Rsww4Rw== 0000922907-05-000537.txt : 20050912 0000922907-05-000537.hdr.sgml : 20050912 20050912163221 ACCESSION NUMBER: 0000922907-05-000537 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050731 FILED AS OF DATE: 20050912 DATE AS OF CHANGE: 20050912 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: 051080267 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_073105.htm 10-QSB Form 10-QSB for Elecsys Corporation


                                  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 1934
for the period ended July 31, 2005.

( ) 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      (I.R.S. Employer Identification No.)
    incorporation 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 - 3,239,937 shares outstanding as of September 9,
2005.

Transitional Small Business Disclosure format (check one):

                   Yes     ( )               No       (X)





                      ELECSYS CORPORATION AND SUBSIDIARIES
                                   FORM 10-QSB
                           Quarter Ended July 31, 2005

                                      INDEX
                                                                            Page
PART I - FINANCIAL INFORMATION

ITEM I.  Consolidated Financial Statements

Condensed Consolidated Statements of Operations -
  Three months ended July 31, 2005 and 2004 (Unaudited)                        3

Condensed Consolidated Balance Sheets -
  July 31, 2005 (Unaudited) and April 30, 2005                                 4

Condensed Consolidated Statements of Stockholders' Equity -
  July 31, 2005 (Unaudited) and April 30, 2005                                 5

Condensed Consolidated Statements of Cash Flows -
  Three months ended July 31, 2005 and 2004 (Unaudited)                        6

Notes to Condensed Consolidated Financial Statements (Unaudited)               7

ITEM 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                          13

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                                                                    22





                         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
                                                        -----------------------------------------
                                                             July 31, 2005         July 31, 2004
                                                        -------------------    ------------------
  Sales                                                             $3,480                $2,916
  Cost of products sold                                              2,456                 2,131
                                                        -------------------    ------------------
  Gross margin                                                       1,024                   785
  Selling, general and administrative expenses                         887                   611
                                                        -------------------    ------------------

  Operating income                                                     137                   174

  Other income (expense):
    Interest expense                                                  (24)                  (40)
    Other income, net                                                    1                    --
                                                        -------------------    ------------------

  Income from operations before income taxes                           114                   134

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

  Net income                                                          $114                  $144
                                                        ===================    ==================

  Net income per share information:
    Basic                                                             $0.04                 $0.05
    Diluted                                                           $0.03                 $0.05

  Weighted average common shares outstanding:
    Basic                                                             3,240                 2,826
    Diluted                                                           3,389                 2,892


  See Notes to Consolidated Financial Statements.


                                     Page 3





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

                                                                  July 31, 2005        April 30, 2005
                                                             -------------------     -----------------
                                                                   (Unaudited)
ASSETS
   Current assets:
      Cash and cash equivalents                                            $138                 $ 264
      Accounts receivable, less allowances of $94
        and $76, respectively                                             2,228                 1,413
      Inventories                                                         3,385                 2,890
      Prepaid expenses                                                      149                    85
                                                             -------------------     -----------------
   Total current assets                                                   5,900                 4,652

   Property and equipment, at cost:
      Land                                                                  637                   637
      Building and improvements                                           1,114                 1,114
      Equipment                                                           2,441                 2,370
                                                             -------------------     -----------------
                                                                          4,192                 4,121
      Accumulated depreciation                                          (1,522)               (1,427)
                                                             -------------------     -----------------
                                                                          2,670                 2,694

   Goodwill                                                                   7                     7
   Intangible assets, net                                                   329                   334
   Other assets, net                                                         42                    42
                                                             -------------------     -----------------
Total assets                                                             $8,948                $7,729
                                                             ===================     =================

LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
      Accounts payable                                                   $1,628                $1,163
      Accrued expenses                                                      592                   604
      Note payable to bank                                                  650                    --
      Current portion of long-term debt                                     100                   100
                                                             -------------------     -----------------
   Total current liabilities                                              2,970                 1,867

   Long-term debt, less current portion                                   1,342                 1,340

   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 -  3,239,937 at
         July 31, 2005 and April 30, 2005                                    32                    32
      Additional paid-in capital                                          8,926                 8,926
      Accumulated deficit                                               (4,322)               (4,436)
                                                             -------------------     -----------------
   Total stockholders' equity                                             4,636                 4,522
                                                             -------------------     -----------------
Total liabilities and stockholders' equity                               $8,948                $7,729
                                                             ===================     =================

      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, 2004                         2,791             $28          $8,140           $(5,135)             $3,033
 Net income                                          --              --              --                699                699
 Exercise of stock options                           35               1              34                 --                 35
 Conversion of subsidiary's
  subordinated debt                                 128               1             245                 --                246
 Stock issued for NTG, LLC acquisition                4              --               9                 --                  9
 Conversion of subordinated debt                    259               2             498                 --                500
 Cashless exercise of warrants                       23              --              --                 --                 --
                                          --------------    ------------    ------------    ---------------    ---------------
Balance at April 30, 2005                         3,240              32           8,926            (4,436)              4,522
 Net income                                          --              --              --                114                114
                                          --------------    ------------    ------------    ---------------    ---------------
Balance at July 31, 2005 (unaudited)              3,240             $32          $8,926           $(4,322)             $4,636
                                          ==============    ============    ============    ===============    ===============


See Notes to Consolidated Financial Statements.


                                     Page 5





                      Elecsys Corporation and Subsidiaries
                      Consolidated Statements of Cash Flows
                                 (In thousands)
                                   (Unaudited)
                                                          Three months ended July 31,
                                                       ----------------------------------
                                                            2005               2004
                                                       ---------------    ---------------
Operating Activities:
Net income                                                       $114                $144
Adjustments to reconcile net income to net cash
 (used in) provided by operating activities:
   Depreciation                                                    95                  72
   Amortization                                                    11                   9
   Provision for doubtful accounts                                 18                  45
   Loss on disposal of assets                                      --                   1
   Changes in operating assets and liabilities:
      Accounts receivable, net                                  (833)                (98)
      Inventories, net                                          (495)                  56
      Accounts payable                                            464                (57)
      Accrued expenses                                           (12)                (49)
      Other, net                                                 (66)                (51)
                                                       ---------------    ---------------
Net cash (used in) provided by operating activities             (704)                  72

Investing Activities:
Purchases of property and equipment                              (71)                (85)
                                                       ---------------    ---------------
Net cash used in investing activities                            (71)                (85)

Financing Activities:
Proceeds from exercise of stock options                            --                  35
Principal payments on long-term debt                               --                 (5)
Borrowings on note payable to bank                              1,480                 525
Payments on note payable to bank                                (830)               (525)
                                                       ---------------    ---------------
Net cash provided by financing activities                         650                  30
                                                       ---------------    ---------------
Net increase (decrease) in cash and cash equivalents            (126)                  17
Cash and cash equivalents at beginning of period                  264                 330
                                                       ---------------    ---------------
Cash and cash equivalents at end of period                       $138                $347
                                                       ===============    ===============

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest                         $ 16                 $28


See Notes to Consolidated Financial Statements.


                                     Page 6





                      Elecsys Corporation and Subsidiaries
                   Notes to Consolidated Financial Statements
                                  July 31, 2005
                                   (Unaudited)

1.       NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
         ACCOUNTING POLICIES

Nature of Operations
         Elecsys Corporation (the "Company") is a publicly traded holding
company with two wholly owned subsidiaries, DCI, Inc. and NTG, Inc. DCI, Inc.
("DCI") designs, manufactures, and integrates custom electronic interface
solutions for original equipment manufacturers ("OEMs") in the medical,
aerospace, communications, industrial product, and other industries. DCI has
specialized capabilities to design and efficiently manufacture custom electronic
assemblies which integrate a variety of interface technologies, such as custom
liquid crystal displays, light emitting diode displays, and keypads, with
circuit boards and other electronic components. NTG, Inc. ("NTG") designs,
markets, and provides remote monitoring solutions for the gas and oil pipeline
industry as well as other industries that require remote monitoring.

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

Recent Accounting Pronouncements
         In December 2004, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 123 (revised 2004) ("SFAS
123R"), Share-Based Payment. SFAS 123R establishes standards for the accounting
for transactions in which an entity exchanges its equity instruments for goods
and services or incurs liabilities in exchange for goods or services that are
based on the fair value of the entity's equity instruments or that may be
settled by the issuance of those equity instruments. SFAS 123R requires a public
entity to measure the cost of employee services received in exchange for an
award of equity instruments based on the grant-date fair value of the award and
to recognize that cost over the period during which an employee is required to
provide service in exchange for the award. Public entities filing as small
business issuers will be required to apply SFAS 123R in the first annual
reporting period beginning after December 15, 2005. The Company will adopt this
statement after its next fiscal year ending April 30, 2006. The adoption of SFAS
123R will likely have an impact on our consolidated financial statements. The
Company is unable to estimate the impact of adoption of this statement as the
impact will depend, in part, on stock option awards made prior to the adoption
date of the statement, whether awards granted were non-qualified or qualified,
the vesting period of those awards, and cancellation or forfeitures related to
both existing awards and new awards.

         In November 2004, the FASB issued Statement No. 151 ("SFAS 151"),
Inventory Costs. SFAS 151 amends the guidance in ARB No. 43, Chapter 4,
Inventory Pricing, to clarify the


                                     Page 7





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
151 requires that those items be recognized as current-period charges regardless
of whether they meet the criterion of being "so abnormal." In addition, SFAS 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 151 are effective for 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 July 31, 2005, 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 and net income 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
                                                              July 31,
                                                      --------------------------
                                                          2005             2004
                                                      ---------    -------------
Net income, as reported                                   $114             $144
Deduct:  Total stock-based employee compensation
 expense determined under fair value based method
 for all options                                             4               14
                                                      ---------    -------------
Pro forma net income                                      $110             $130
                                                      =========    =============

Net income per share:
  Basic - as reported                                    $0.04            $0.05
  Basic - pro forma                                      $0.03            $0.05

  Diluted - as reported                                  $0.03            $0.05
  Diluted - pro forma                                    $0.03            $0.05


Shipping and Handling Costs
         Shipping and handling costs that are billed to our customers are
recognized as revenues in the period that the product is shipped. Shipping and
handling costs that are incurred by the Company are recognized as cost of sales.

Goodwill
         Goodwill is initially measured as the excess of the cost of an acquired
business over the fair value of the identifiable net assets acquired. The
Company recognized goodwill in its


                                     Page 8





acquisition of NTG, LLC in November 2004. The Company does not amortize
goodwill, but rather reviews its carrying value for impairment annually, and
whenever an impairment indicator is identified. The goodwill impairment test
involves a two-step approach. The first step is to identify if potential
impairment of goodwill exists. If impairment of goodwill is determined to exist,
the second step of the goodwill impairment test measures the amount of the
impairment using a fair value-based approach.

Intangible assets
        Intangible assets consist of patents, trademarks, copyrights and
capitalized software. Intangible assets are amortized over their estimated 10
year useful lives using the straight-line method.

Impairment of Long-Lived Intangible Assets
         Long-lived assets, including amortizable intangible assets, are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset or group of assets may not be fully
recoverable. These events or changes in circumstances may include a significant
deterioration of operating results, changes in business plans, or changes in
anticipated future cash flows. If an impairment indicator is present, the
Company evaluates recoverability by a comparison of the carrying amount of the
assets to future undiscounted cash flows expected to be generated by the assets.
If the sum of the expected future cash flows is less than the carrying amount,
the Company would recognize an impairment loss. An impairment loss would be
measured by comparing the amount by which the carrying value exceeds the fair
value of the long-lived assets and intangibles.

Revenue Recognition
         The Company derives revenue from the manufacture of production units of
electronic assemblies, liquid crystal displays and remote monitoring equipment.
We also derive revenue from repairs and non-warranty services, engineering
design services and remote monitoring services. Production and repaired units
are billed to the customer and revenue is recognized after they are shipped and
title has transferred to the customer. Remote monitoring services are billed and
the revenue recognized at the end of the month after the services are completed.
For customers that utilize the Company's engineering design services, the
customer is billed and revenue is recognized after the design services or
tooling have been completed.

2.       BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
of the Company include the accounts of the Company and its wholly owned
subsidiaries, DCI, Inc. and NTG, 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


                                     Page 9





(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three-month period
ended July 31, 2005 are not necessarily indicative of the results that may be
expected for the year ending April 30, 2006.

         The balance sheet at April 30, 2005 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 Company' annual report on Form 10-KSB for the year
ended April 30, 2005.

3.       INVENTORY

         Inventories are stated at the lower of cost or market, using the
first-in, first-out (FIFO) method. Inventories, net of reserves of approximately
$295,000 and $286,000, for the periods ended July 31, 2005 and April 30, 2005,
respectively, are summarized by major classification as follows (in thousands):

                                         July 31, 2005           April 30, 2005
                                 ----------------------    ---------------------
           Raw material                         $2,081                   $1,760
           Work-in-process                         684                      572
           Finished goods                          620                      558
                                 ----------------------    ---------------------
                                                $3,385                   $2,890
                                 ======================    =====================

4.       ACQUISITION

         In August 2003, DCI invested $100,000 to become a 19% member of Network
Technologies Group, LLC ("NTG, LLC"), 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,
LLC. NTG, LLC supplies remote monitoring solutions utilizing the digital control
channels of the nation's cellular telephone network and established its initial
market in the oil and gas pipeline industry.

         On November 24, 2004 the Company acquired the other 81% interest in
NTG, LLC for total consideration consisting of approximately $301,000 in cash,
the Company's common stock valued at $10,000 and $28,000 of acquisition costs.
In exchange, the Company acquired certain assets, including all of the
proprietary technology, and assumed certain liabilities of NTG, LLC as part of
the transaction. The acquisition has been accounted for as a purchase and,
accordingly, the accompanying financial statements include the results of
operations of the Company's new subsidiary, NTG, Inc., from the date of the
acquisition. As part of this transaction, the original $100,000 investment in
NTG, LLC made by DCI was discounted by an impairment loss of $19,000 and
transferred to NTG, Inc. ("NTG"). In addition to the cash and stock paid, the
former members of NTG, LLC will receive quarterly cash payments equal to 4% of
NTG's net sales


                                    Page 10





through November 2007. Additional consideration of approximately $8,000 was paid
for the three-month period ended July 31, 2005.

         The purchase price was allocated as follows (in thousands):

              Receivables                                                  $ 65
              Inventories                                                    83
              Property and equipment                                         71
              Goodwill                                                        7
              Other assets, including product technology                    357
              Less discounted 19% original investment in NTG, LLC          (81)
              Liabilities                                                 (182)
              Issuance of common stock                                     (10)
                                                                   -------------
                                                                   -------------
                  Cost of acquisition, net of cash acquired               $ 310
                                                                   =============

         Intangible assets totaling $349,000 were identified and valued by an
independent third party valuation expert, which included product technology.
These intangible assets were determined to have a useful life of 10 years and
will be amortized over their useful life. Amortization expense for the
three-month period ended July 31, 2005 was approximately $9,000 and will total
approximately $35,000 for each of the next five fiscal years.

5.       NET INCOME PER SHARE

         The following table presents the calculation of basic and diluted
income per share (in thousands):

                                                                    Three Months Ended
                                                        -------------------------------------------
                                                          July 31, 2005           July 31, 2004
                                                        -------------------    --------------------
Numerator:
Net income                                                            $114                    $144
                                                        ===================    ====================

Denominator:
Weighted average common shares outstanding - basic                   3,240                   2,826
  Effect of dilutive options outstanding                               149                      66
                                                        -------------------    --------------------
Weighted average common shares outstanding - diluted                 3,389                   2,892
                                                        ===================    ====================

         Options to purchase 76,000 shares of common stock and warrants that
allow for the purchase of up to 45,625 shares of common stock were not included
in the computation of diluted net income per share for the three-month period
ended July 31, 2004 because they were anti-dilutive.

6.       LINE OF CREDIT

         On December 31, 2004, the Company renewed its $2,000,000 line of credit
facility that is


                                    Page 11





secured by accounts receivable and inventory and is available for working
capital. The line of credit expires on December 31, 2005 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 .75% (7.0%
at July 31, 2005) 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 July 31, 2005, the Company was in compliance
with all of the covenants under the line of credit and there were $650,000 in
borrowings outstanding on the credit facility.

7.       SEGMENT REPORTING

         The Company operates two reportable business segments: Electronic
Interface Solutions and Remote Monitoring Solutions. Electronic Interface
Solutions ("EIS") produces custom electronic assemblies which integrate a
variety of interface technologies, such as custom liquid crystal displays, light
emitting diode displays, and keypads, and also provides repair services and
engineering design services. The Remote Monitoring Solutions ("RMS") segment
designs, markets, and provides remote monitoring services. The following table
presents business segment revenues, income (loss), and total assets for the
three-month periods ended July 31, 2005 and 2004 (in thousands).

                                            Three Months Ended July 31, 2005
                        --------------------------------------------------------------------------
                           EIS          RMS         Unallocated      Eliminations         Total
                        ---------    ---------    --------------    --------------    ------------
Sales:
  External customers      $3,277         $203             $  --             $  --          $3,480
  Intersegment               118           --                --             (118)              --
                        ---------    ---------    --------------    --------------    ------------
Total sales               $3,395         $203             $  --            $(118)          $3,480
                        =========    =========    ==============    ==============    ============

Segment income (loss)       $365       $(146)            $(100)              $(5)            $114
                        =========    =========    ==============    ==============    ============

Total assets              $8,470         $169            $4,067          $(3,758)          $8,948
                        =========    =========    ==============    ==============    ============

                                             Three Months Ended July 31, 2004
                         -------------------------------------------------------------------------
                            EIS         RMS        Unallocated       Eliminations         Total
                         --------    --------    --------------    ---------------    ------------
Sales:
  External customers      $2,916         $--               $--                $--          $2,916
  Intersegment                --          --                --                 --              --
                         --------    --------    --------------    ---------------    ------------
Total sales               $2,916         $--               $--                $--          $2,916
                         ========    ========    ==============    ===============    ============

Segment income (loss)       $245         $--            $(101)                $--            $144
                         ========    ========    ==============    ===============    ============

Total assets              $5,993         $--            $4,134           $(3,337)          $6,790
                         ========    ========    ==============    ===============    ============


                                    Page 12





         The following table reconciles total revenues to the products and
services offered by the Company (in thousands).

                                                       Three Months Ended
                                                            July 31,
                                                 -------------------------------
                                                         2005              2004
                                                 -------------    --------------
            Products and services:
              Electronic interface assemblies          $3,199            $2,809
              Remote monitoring solutions                 203                --
              Engineering services                         29                62
              Other                                        49                45
                                                 -------------    --------------
            Total sales                                $3,480            $2,916
                                                 =============    ==============

8.       WARRANTY

         The Company provides a limited warranty for a period of one year from
the date of a customer's 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. 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 $40,000 and $55,000 for the three-month periods ended July 31,
2005 and 2004, respectively.

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

                                                      Three Months Ended
                                                           July 31,
                                                --------------------------------
                                                         2005              2004
                                                --------------    --------------
               Balance at beginning of period             $59               $21
               Accruals                                    11                 9
                                                --------------    --------------
               Balance at end of period                   $70               $30
                                                ==============    ==============


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

Overview

         Elecsys Corporation is a publicly traded holding company with two
wholly owned subsidiaries, DCI, Inc. and NTG, Inc. DCI, Inc. ("DCI") designs,
manufactures, and integrates custom electronic interface solutions for original
equipment manufacturers ("OEMs") in the medical, aerospace, communications,
safety systems, industrial product, and other industries.


                                    Page 13





DCI 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 displays
("LED"), and keypads with circuit boards and other electronic components. DCI
seeks to become an extension of the OEM's organization by providing key
expertise that enables rapid development and manufacture of electronic products
from product conception through volume production. NTG, Inc. ("NTG") designs,
markets, and provides remote monitoring solutions for the gas and oil pipeline
industry as well as other industries requiring remote monitoring solutions. NTG
is one of the original innovators of Internet-based, wireless remote monitoring
over the existing cellular infrastructure. NTG's Remote Monitoring Devices and
its ScadaNET(TM) Network provide full time, wireless status monitoring and alarm
notification regarding the performance of pipeline cathodic protection systems
over the internet. This low cost, highly reliable network provides prompt
notification of power outages, rectifier problems, and pipe-to-soil potentials
at test points, using the Internet, email, fax, and pager back-end networks.
Through its use of the existing cellular telephone network, the system delivers
a combination of high reliability and immediacy of data, at a reasonable cost.

         On November 24, 2004, the Company paid the holders of the other 81% of
Network Technologies Group, LLC, ("NTG, LLC") approximately $301,000 in cash and
Company common stock valued at $10,000. In exchange, the Company acquired
certain assets, including all of the proprietary technology, and assumed certain
liabilities of NTG, LLC. DCI originally invested $100,000 in August 2003 to
become a 19% member of NTG, LLC and joined several other anticipated key
suppliers, key distributors, and independent investors in capitalizing the
company. As part of this transaction, the original $100,000 investment in NTG,
LLC made by DCI was discounted and transferred to the Company's new subsidiary,
NTG, Inc. Total consideration paid for the acquisition was approximately
$339,000 and included approximately $28,000 of acquisition costs. In addition to
the cash and stock paid, the former members of NTG, LLC will receive quarterly
cash payments equal to 4% of NTG's net sales through November 2007.

         On October 27, 2003, the Company received a notice from the American
Stock Exchange (the "Amex" or "Exchange") Staff indicating that the Company did
not comply 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 expected would bring the Company into compliance with the Exchange's
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. On August 3, 2005, the
Exchange Staff notified the Company that its financial results for the quarter
and fiscal year ended April 30, 2005


                                    Page 14





resolved the Company's deficiency in meeting the continued listing standards.
Although the Company has regained current compliance with the AMEX continued
listing standards, if within the next twelve months the Company again falls
below those standards, the Exchange staff will review both incidents of the
Company falling below the continued listing standards. If the incidents are
determined to be related, the Exchange staff will take appropriate action, which
may include delisting procedures.

Results of Operations

Three Months Ended July 31, 2005 Compared With Three Months Ended July 31, 2004.

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

                                                                  Three Months Ended
                                         ---------------------------------------------------------------------
                                                   July 31, 2005                       July 31, 2004
                                                   -------------                       -------------
   Sales                                         $3,480          100.0%                $2,916         100.0%
   Cost of products sold                          2,456           70.6%                 2,131          73.1%
                                         ----------------------------------    -------------------------------
   Gross margin                                   1,024           29.4%                   785          26.9%
   Selling, general and
     administrative expenses                        887           25.5%                   611          20.1%
                                         ----------------------------------    -------------------------------
   Operating income                                 137            3.9%                   174           6.0%
   Interest expense                                (24)          (0.7%)                  (40)         (1.4%)
   Other income, net                                  1            0.0%                    --           0.0%
                                         ----------------------------------    -------------------------------
   Income from operations
     before income taxes                            114            3.3%                   134           4.6%
   Income tax benefit                                --            0.0%                    10           0.3%
                                         ----------------------------------    -------------------------------
   Net income                                     $ 114            3.3%                  $144           4.9%
   Net income per share - basic                   $0.04                                 $0.05
                                         ================                      ================
   Net income per share - diluted                 $0.03                                 $0.05
                                         ================                      ================

         Sales for the three months ended July 31, 2005 were approximately
$3,480,000, an increase of $564,000 or 19.3% from $2,916,000 for the comparable
period of fiscal 2005. Sales at DCI increased approximately $479,000, or 16.4%,
from the prior year period. The increase was primarily the result of an increase
in new and existing customer orders at DCI, specifically in the electronic
assembly product line. The LCD production, LCD resale and hybrids product lines
had sales that were comparable to sales in the prior year period. Sales volumes
at NTG were $203,000 for the period which also contributed to the overall
increase in sales shown in the consolidated financial results. We expect sales
volumes at DCI to continue to increase in the remaining quarters of fiscal 2006
as a result of scheduled shipments to customers currently


                                    Page 15





recorded in our backlog. Backlog represents purchase orders in place from our
customers that are scheduled for shipment in future periods. Sales at NTG are
expected to continue growing over the next few quarters as new products have
been introduced to the market and marketing efforts continue. Total backlog at
July 31, 2005 was approximately $7,033,000, an increase of approximately
$2,134,000, or 43.6%, from a total backlog of $4,899,000 on July 31, 2004 and an
increase of $227,000 from a total backlog of $6,806,000 on April 30, 2005.

         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 July 31, 2005, was
29.4% of sales, or $1,024,000, compared to 26.9% of sales, or $785,000, for the
three-month period ended July 31, 2004. The increase in gross margin of
approximately $239,000 and 2.5% is primarily the result of product mix,
increased sales volumes in the electronic assembly product line and improvements
in productivity. We expect that gross margins over the next few quarters will
continue at or near our historical margins of 25% - 30%.

         Selling, general and administrative ("SG&A") expenses increased
$276,000, or 45.2%, to $887,000 in the three-month period ended July 31, 2005
from $611,000 in the three-month period ended July 31, 2004. SG&A expenses were
25.5% of sales for the three-month period ended July 31, 2005 as compared to
20.1% of sales for the three-month period ended July 31, 2004. The increase was
mainly due to the acquisition of NTG during the third fiscal quarter of the
prior year. SG&A expenses at NTG were approximately $197,000 for the quarter
which represents the engineering and marketing personnel and personnel-related
expenses at that subsidiary. Corporate expenses and DCI's SG&A expenses were
$4,000 and $75,000 higher, respectively, than the comparable period in fiscal
2005. The increase in DCI's SG&A expenses is primarily the result of an increase
in the number of personnel in the sales and engineering departments which is
driven by our growth. 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
invest in NTG product development and sales.

         Interest expense was $24,000 and $40,000 for the three-month periods
ended July 31, 2005 and 2004, respectively. This decrease of $16,000, or 40.0%,
was due to lower borrowings outstanding during the recently completed quarter as
a result of the payment and conversion of the DCI subordinated note in September
2004 and the conversion of the Elecsys note into common stock in January 2005.
As of July 31, 2005 there was $650,000 in outstanding borrowings on the line of
credit. There were no outstanding borrowings from the operating line of credit
as of July 31, 2004. We expect to continue to utilize the operating line of
credit periodically in the next few quarters, but do not expect the average
amount of outstanding borrowings to be greater than the current amount
outstanding. These funds will be necessary as our business grows and capital is
needed to meet operating requirements and scheduled debt repayments.

         As a result of the above factors, net income was $114,000 for the
three-month period ended July 31, 2005 as compared to net income of $144,000
reported for the three-month period


                                    Page 16





ended July 31, 2004.

Liquidity and Capital Resources

         Cash and cash equivalents decreased $126,000 to $138,000 as of July 31,
2005 compared to $264,000 at April 30, 2005. This decrease was the result of
cash used in operations for increases in accounts receivable, inventory and
accounts payable and purchases of equipment during the period that were slightly
offset by cash borrowed on our line of credit.

         Operating activities. Our consolidated working capital increased
approximately $145,000 for the three-month period ended July 31, 2005 due to
increasing levels of inventory and accounts receivable slightly offset by an
increase in accounts payable as a result of increasing sales and backlog.
Operating cash receipts during the three-month period ended July 31, 2005
totaled approximately $2,666,000 while cash disbursements for operations were
over $2,305,000. The Company utilizes its line of credit when necessary in order
to pay suppliers and meet operating cash requirements.

         Investing activities. The cash used of $71,000 in investing activities
during the three-month period ended July 31, 2005 was the result of purchases of
equipment that are intended to increase production capacity and improve
productivity as a result of the increase in sales and total backlog.

         Financing activities. For the three-month period ended July 31, 2005
there was a net increase in outstanding borrowings on our operating line of
credit of $650,000 which was primarily utilized to finance the operations of DCI
and NTG during the period. Total borrowings on the operating line of credit for
the three-month period ended July 31, 2005 totaled $1,480,000 while total
payments on the operating line of credit for the three-month period ended July
31, 2005 totaled $830,000.

         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, 2005 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 .75% (7.0% at July 31,
2005) 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 three-month period ended July 31, 2005 which has resulted in a
balance of $650,000 on the line of credit.

         We have a letter of credit with a bank related to the Industrial
Revenue Bonds for our Lenexa, Kansas facility which expires April 15, 2006. 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,


                                    Page 17





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 repayments.

         The following table summarizes our contractual obligations as of
July 31, 2005 (in thousands):

                                             Remaining                  For the Fiscal Years Ending April 30
                                Total       Fiscal Year         2007        2008        2009        2010      Thereafter
                              ---------    --------------    ---------    --------    --------    -------    ------------
Contractual obligations:
  Long-term debt                $1,570              $100         $200        $170        $100       $100            $900
  Operating lease                   61                39           22          --          --         --              --
                              ---------    --------------    ---------    --------    --------    -------    ------------
Total                           $1,631              $139         $222        $170        $100       $100            $900
                              =========    ==============    =========    ========    ========    =======    ============


                                  Amount available at          Amount owed at
       Other obligations:             July 31, 2005            July 31, 2005              Expiration
                                 -----------------------     -------------------    -----------------------
         Line of credit                $2,000,000                 $650,000             December 31, 2005


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.

         Revenue Recognition. We derive revenue from the manufacture of
production units of electronic assemblies, liquid crystal displays and remote
monitoring equipment. We also derive revenue from repairs and non-warranty
services, engineering design services and remote monitoring services. Production
and repaired units are billed to the customer after they are shipped. Remote
monitoring services are billed and the revenue recognized at the end of the
month after the services are completed. For customers that utilize our
engineering design services, we bill the customer and recognize revenue after
the design services or tooling have been completed. We require our customers to
provide a binding purchase order to verify the manufacturing services to be
provided. Typically, we do not have any post-shipment obligations that would
include customer acceptance requirements, training, installation or other
services.

         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 quarterly
reviews of inventory quantities on hand and the latest forecasts of product
demand and


                                    Page 18





production requirements from our customers. We review our inventory in detail on
a quarterly basis utilizing a 24-month time horizon. Individual part numbers
that have not had any usage in a 24-month time period are examined by
manufacturing personnel for obsolescence, excess and fair value. Parts that are
not identified for common use or are unique to a former customer or application
are categorized as obsolete and are discarded as part of our quarterly inventory
write-down. If actual market conditions or our customers' product demands are
less favorable than those projected, additional inventory write-downs may be
required. We typically accrue an amount into a reserve for inventory excess and
obsolescence each month. The reserve balance is analyzed for adequacy along with
the inventory review each quarter.

         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 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 by our customers 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


                                    Page 19





costs and expenses, an inability to refinance the Company's existing debt on
terms 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 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 materially 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

               Not Applicable.

ITEM 3.  Defaults Upon Senior Securities

               Not Applicable.

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

               Not Applicable

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).
               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 21





                                   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


September 12, 2005                       /s/ Karl B. Gemperli
- ------------------------               -----------------------------------------
Date                                   Karl B. Gemperli
                                       President and Chief Executive Officer
                                       (Principal Executive Officer)


September 12, 2005                       /s/ Todd A. Daniels
- ------------------------               -----------------------------------------
Date                                   Todd A. Daniels
                                       Vice President and Chief Financial Officer
                                       (Principal Financial and Accounting
                                       Officer)


                                    Page 22





                                  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 23


EX-31 2 form10qsbexh311_073105.htm EXHIBIT 31.1 Exhibit 31.1 to Form 10-QSB


                                                                    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:  September 12, 2005                 /s/ Karl B. Gemperli
                                       -----------------------------------------
                                       Karl B. Gemperli
                                       President and Chief Executive Officer


EX-31 3 form10qsbexh312_073105.htm EXHIBIT 31.2 Exhibit 31.2 to Form 10-QSB


                                                                    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:  September 12, 2005                   /s/ Todd A. Daniels
                                      ------------------------------------------
                                      Todd A. Daniels
                                      Vice President and Chief Financial Officer


EX-32 4 form10qsbexh321_073105.htm EXHIBIT 32.1 Exhibit 32.1 to Form 10-QSB


                                                                    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 July 31, 2005, 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 July 31, 2005, which this
          certification accompanies, fairly presents, in all material aspects,
          the financial condition and results of operations of the Company.


  Date:  September 12, 2005                 /s/ Karl B. Gemperli
                                       -----------------------------------------
                                       Karl B. Gemperli
                                       Chief Executive Officer
                                       (Principal Executive Officer)


EX-32 5 form10qsbexh322_073105.htm EXHIBIT 32.2 Exhibit 32.2 to Form 10-QSB


                                                                    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 July 31, 2005, 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 July 31, 2005, which this
          certification accompanies, fairly presents, in all material aspects,
          the financial condition and results of operations of the Company.


  Date:  September 12, 2005                 /s/ Todd A. Daniels
                                       -----------------------------------------
                                       Todd A. Daniels
                                       Chief Financial Officer (Principal
                                       Financial  and Accounting Officer)


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