AIRPORT SYSTEMS INTERNATIONAL INC
10QSB, 2000-12-15
SEARCH, DETECTION, NAVAGATION, GUIDANCE, AERONAUTICAL SYS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                                   FORM 10-QSB

    (X)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the quarterly period ended                 October 31, 2000
                                    ------------------------------------------


    ( )TRANSITION REPORT PURSUANT TO 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
or organization)                                   Identification No.)


                             11300 West 89th Street
                           Overland Park, Kansas 66214
                    (address of principal executive offices)
                                 (913)495-2614

                           (Issuer's telephone number)

                      Airport Systems International, Inc.
--------------------------------------------------------------------------------
             (Former name, which has changed since the last report)

Indicate by check mark 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
equity, as of the latest practicable date:

Common stock, $0.01 par value - 2,578,913 shares outstanding as of December 12,
2000.


<PAGE>


                      ELECSYS CORPORATION AND SUBSIDIARIES

                                   FORM 10-QSB

                         Quarter Ended October 31, 2000

                                      INDEX

                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

      ITEM I - CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
            Condensed Consolidated Balance Sheets                          3
            Condensed Consolidated Statements of Operation                 4
            Condensed Consolidated Statements of Cash Flows                5
            Notes to Condensed Consolidated Financial Statements           6


      ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF
               OPERATIONS                                                 9

PART II - OTHER INFORMATION
      Item 1 - Legal Proceedings                                         14
      Item 3 - Defaults on Senior Securities                             14
      Item 4 - Submission of Matters to a Vote of Security Holders       14
      Item 6 - Exhibits and Reports on Form 8-K                          15

SIGNATURE PAGE                                                           16

EXHIBIT INDEX                                                            17


<PAGE>
<TABLE>
<CAPTION>


              Elecsys Corporation and Subsidiaries
             Condensed Consolidated Balance Sheets
                          (Unaudited)
                        (In thousands)

                                                                    October 31, 2000           April 30, 2000
                                                                    ----------------           --------------

<S>                                                                <C>                          <C>
Assets
Current assets:

  Cash & cash equivalents                                                 $     (132)                $    -
  Accounts receivable, net                                                      5,930                 5,812
  Inventories, net                                                              7,465                 7,988
  Other current assets                                                            301                   230
                                                                             --------               -------
Total current assets                                                           13,564                14,030

Property and equipment, at cost                                                 6,564                 6,403
Accumulated depreciation and amortization                                     (2,333)               (2,049)
                                                                             --------               -------
                                                                                4,231                 4,354

Restricted cash                                                                 1,277                 1,288
Cost in excess of net assets acquired, net                                      1,800                 1,868
Other assets                                                                      199                   268
                                                                             --------               -------
Total assets                                                               $   21,071             $  21,808
                                                                           ==========             =========

Liabilities and stockholders' equity Current liabilities:

  Accounts payable                                                         $    1,566             $   1,968
  Accrued expenses                                                              2,396                 2,939
  Notes payable to bank                                                         4,905                 4,340
  Current portion of long-term debt                                               679                   679
  Income taxes payable                                                            138                   154
                                                                             --------               -------
Total current liabilities                                                       9,684                10,080

Long-term debt, less current portion                                            5,099                 5,371

Stockholders' equity:
  Common stock                                                                     26                    26
  Additional paid-in capital                                                    8,003                 8,003
  Accumulated deficit                                                         (1,742)               (1,672)
                                                                             --------               -------
Total stockholders' equity                                                      6,287                 6,357
                                                                             --------               -------
Total liabilities and stockholders' equity                                 $   21,071             $  21,808
                                                                           ==========             =========
</TABLE>


NOTE: The balance sheet at April 30, 2000 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 for complete
financial statements.




                                       3
<PAGE>
<TABLE>
<CAPTION>


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

                                                                  Three Months Ended                   Six Months Ended
                                                                  ------------------                   ----------------
                                                                        October 31,                       October 31,
                                                                   2000            1999            2000             1999
                                                                   ----            ----            ----             ----
<S>                                                             <C>             <C>             <C>             <C>
Sales                                                            $ 5,364         $ 4,566        $ 11,593         $ 7,336
Cost of products sold                                              3,759           3,257           8,028           5,317
Gross margin                                                       1,605           1,309           3,565           2,019
                                                                   -----           -----           -----           -----


Selling, general and administrative expenses                       1,508             930           3,094           1,861
Research and development expenses                                     31             261              51             589

Operating income (loss)                                               66             118             420           (431)

Other income (expense):
  Interest expense                                                 (274)            (42)           (490)            (86)
                                                                --------        --------        --------        --------

Income (loss) before income taxes                                  (208)             76             (70)           (517)
Provision for income taxes                                            -               -               -               -
                                                                --------        --------        --------        --------
Net income (loss)                                               $  (208)          $   76        $   (70)        $  (517)
                                                                ========        ========        ========        ========
Income (loss) per share:
  Basic                                                         $ (0.08)         $  0.03       $  (0.03)        $ (0.23)
                                                                ========        ========        ========        ========
  Diluted                                                       $ (0.08)         $  0.03       $  (0.03)        $ (0.23)
                                                                ========        ========        ========        ========

</TABLE>

See notes to condensed consolidated financial statements.


                                       4
<PAGE>

<TABLE>
<CAPTION>

                 Elecsys Corporation and Subsidiaries
                   Condensed Consolidated Statements of Cash Flows

                             (Unaudited)
                            (In thousands)

                                                                                       Six Months Ended
                                                                                        October 31,
                                                                                ----------------------------
                                                                                    2000          1999
                                                                                    ----          ----
<S>                                                                             <C>             <C>
Operating activities:
Net loss                                                                         $  (70)       $  (517)
Adjustments to reconcile net loss to net cash
  used in operating activities:
    Restricted cash                                                                   11              -
    Depreciation and amortization                                                    368            167
    Changes in operating assets and liabilities:
      Accounts receivable, net                                                     (118)            304
      Inventories, net                                                               523        (1,003)
      Accounts payable                                                             (402)            300
      Accrued expenses and customer deposits                                       (543)             13
      Other, net                                                                    (87)            525
                                                                                --------        --------
Net cash used in operating activities                                              (318)          (211)

Investing activities:
  Purchases of property and equipment                                              (160)          (166)
  Additions to other assets                                                           52             -
                                                                                --------        --------
Net cash used in investing activities                                              (107)          (166)

Financing activities:
  Net borrowings/reductions on note payable to bank                                  565            425
  Principal payments on long-term debt                                             (272)           (11)
                                                                                --------        --------
Net cash used in financing activities                                                293            414
                                                                                --------        --------
Net increase (decrease) in cash and cash equivalents                               (132)             37

Cash and cash equivalents at beginning of period                                       -            153
                                                                                --------        --------
Cash and cash equivalents at end of period                                       $ (132)         $  190
                                                                                ========        ========
Supplemental disclosures of cash flow information: Cash paid during the period
for:

  Interest                                                                        $  294          $  41
                                                                                ========        ========
  Income taxes                                                                      $  -          $   -
                                                                                ========        ========
</TABLE>

See notes to condensed consolidated financial statements.

                                       5
<PAGE>


                      ELECSYS CORPORATION AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

                                October 31, 2000

1.    Basis of presentation

The accompanying unaudited condensed consolidated financial statements of
Elecsys Corporation (the Company) include the accounts of the Company and its
wholly owned subsidiaries, Airport Systems International, Inc., DCI Inc. and
ASII International, Inc.. All intercompany balances and transactions have been
eliminated. The condensed consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles 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 six months ended October 31, 2000 are not necessarily indicative
of the results that may be expected for the year ended April 30, 2001. For
further information, refer to the consolidated financial statements and
footnotes included in the Airport Systems International Inc. and Subsidiary
annual report on Form 10-KSB for the year ended April 30, 2000.

2.    Notes Payable to Banks

The Company has a line of credit agreement with a bank which expires August 8,
2001. The agreement allows for borrowings up to a maximum of $8,000,000, at an
interest rate of prime plus 2.0 percent (11.5% at October 31, 2000), secured by
accounts receivable, inventory and equipment. Borrowings at October 31,1999 were
$4,905,000.

3.    Earnings Per Share

                                       6
<PAGE>

Under SFAS No, 128, basic earnings per share is calculated by dividing income
available to common stockholders by weighted average common shares outstanding.
Fully diluted earnings per share includes the effect of all potentially dilutive
securities, including stock options.

The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>

                                                            Three Months                       Six Months
                                                         Ended October 31,                   Ended October 31,
                                                          2000                1999                 2000                1999
                                                    -----------------   ----------------     -----------------   ----------------
<S>                                                 <C>                 <C>                  <C>                 <C>
 Numerator:
 Net income (loss)                                     $(208,000)          $76,000           $    (70,000)        $  (517,000)
 Denominator for basic
 earnings per share - weighted
 average shares                                         2,579,000        2,231,000               2,579,000          2,231,000

 Effect of dilutive securities:
    Stock options                                              -           157,000                       -                 -

 Denominator for diluted
   earnings per share -
   adjusted weighted average
   shares with assumed
   conversions                                         2,579,000           2,388,000            2,579,000           2,231,000

Earnings (loss) per share - Basic                        $(0.08)               $0.03              $(0.03)             $(0.23)

Earnings (loss) per share - Dilutive                     $(0.08)               $0.03              $(0.03)             $(0.23)
</TABLE>


                                       7
<PAGE>

The discussions set forth in this Form 10-QSB may contain forward-looking
comments based on current expectations that involve a number of risks and
uncertainties. Actual results could differ materially from those projected or
suggested in the forward-looking comments. The difference could be caused by a
number of factors, including, but not limited to the factors and conditions
which are described under the headings "Results of Operations," and "Backlog,"
as well as the competitive and pricing pressures related to all contracts,
either already in the Company's backlog, or which the Company is pursuing.
Further information on the factors that could affect the Company's financial
results are included in the Company's other SEC filings, including the Form
10QSB for the quarter ended July 31, 2000 and the Form 10-KSB for the year ended
April 30, 2000. 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.

                                       8
<PAGE>


                ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Elecsys Corporation (the "Company" or "Elecsys") is a designer and manufacturer
of electronic components, sub-assemblies and systems and a marketer of
electronic contract assembly services. Elecsys, as the parent company, along
with its wholly-owned subsidiaries, Airport Systems International, Inc. (ASII)
and DCI, Inc. (DCI), operates two business segments, aerospace and electronic
components manufacturing (ECM). The aerospace unit is operated through Airport
Systems while the ECM unit is operated through DCI (purchased by Elecsys in
February, 2000. The aerospace unit designs, manufactures and installs
ground-based radio navigation and landing systems (navaids) and airfield
lighting. Its customers consist of civil aviation authorities in the United
States and throughout the world. The ECM unit manufactures custom liquid crystal
display (LCD) devices as well as panel meter and heat-seal equipment. In
addition, the unit also provides contract manufacturing services. Its products
are used in aerospace, medical, industrial and home applications. Sales are made
primarily to customers within the United States.

On November 1, 2000, Airport Systems International, Inc. changed its name to
Elecsys Corporation. Concurrent with the change, the Company transferred all of
the assets, liabilities and operations of the aerospace unit to a wholly owned
subsidiary named Airport Systems International, Inc..

The following summarized financial information is being presented to assist the
reader in understanding the impact DCI had on operations in the three months and
six months ended October 31:

<TABLE>
<CAPTION>

                                    Three months ended October 31,

                                              2000                                                        1999

                                 Aerospace            ECM        Inter-segment          Total             Total
                                 ---------            ---        -------------          -----             -----
                                                                                                        (restated)
<S>                             <C>                   <C>       <C>                     <C>             <C>
Sales                                 $3,563          $1,919          $(118)              $5,364          $4,566
Gross margin                             866             735               4               1,605           1,309
% of sales                               24%             38%                                 30%             29%
Operating income (loss)                 (73)             135               4                  66             118
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>

                                   Six months ended October 31,

                                              2000                                                        1999

                                 Aerospace            ECM        Inter-segment          Total             Total
                                 ---------            ---        -------------          -----             -----
                                                                                                        (restated)
<S>                             <C>                   <C>       <C>                     <C>             <C>
Sales                               $8,072          $3,804               $(283)         $11,593            $7,336
Gross margin                         2,064           1,506                  (4)           3,566             2,019
% of sales                             26%             40%                                  31%               27%
Operating income (loss)                205             219                  (4)             420             (431)
</TABLE>



In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, Revenue Recognition in Financial Statements (SAB 101), which,
among other guidance, clarifies certain conditions to be met in order to
recognize revenue. After reexamining the terms underlying certain transactions
of the aerospace unit, the Company determined that revenue related to these
transactions, which was recorded in the preceding quarters of fiscal 2000,
should be reversed. In view of the cumulative effect of the unrecorded
adjustment on the fiscal year 2000 results, as well as future periods, the
Company restated its consolidated financial statements for the three months and
six months ended October 31, 1999. The restatements were required to reverse
sales that the Company recorded as bill and hold sales when the manufacturing
process was substantially complete, but before the rights of ownership of the
equipment, factory acceptance tests and the physical delivery of the underlying
equipment had occurred. The restated financial statements reflect sales when
final delivery of the underlying equipment occurred. As these adjustments relate
to the timing of revenue recognition, all reversals are recognized in later
periods. The aggregate effect of the adjustment on fiscal 2000 was to reduce
revenue and net income by $1.5 million and $579,000 respectively. The effect of
the adjustment for three months ended October 31, 2000 was to decrease revenue
and increase net income by $58,000 and $27,000 ($0.01 per share) respectively.
For six months ended October 31, 2000 the effect was to decrease revenue and net
income by $1.5 million and $650,000 ($0.29 per share) respectively. A number of
the units were delivered to customers (with related revenues of $1.1 million and
gross margins of $423,000) in the first quarter of fiscal 2001, with the balance
expected to be delivered in fiscal 2001. The financial statements and related
notes set forth in this Form 10Q-SB reflect all such restatements.

RESULTS OF OPERATIONS

Consolidated sales for the second quarter of fiscal 2001 were $5.4 million, up
from $4.6 million for the second quarter of fiscal 2000. Consolidated sales for
the first six months of fiscal 2001 increased 59% to $11.6 million, as compared
to $7.3 million for the first six months of fiscal 2000. DCI sales for the
second quarter of fiscal 2001 (after intercompany eliminations) totaled $1.9
million and $3.8 million for the first six months of fiscal 2001. Airport
Systems sales were

                                       10
<PAGE>

$3.6 million, down 22% from $4.6 million for the second quarter 2001 and were
$8.1 million, up 10% from $7.3 million for the first six months of 2001. The
decrease in sales for the quarter was due to a decrease in the number of units
shipped, resulting from a lower level of orders as compared to the same period
last year. The increase in sales for the first six months was due to an increase
in the number of units shipped resulting from a higher beginning backlog.

Consolidated gross margins for the second quarter were $1.6 million, or 30% of
consolidated sales, up from $1.3 million, or 29% of consolidated sales in the
second quarter of fiscal 2000. Consolidated gross margins for the quarter
increased as a result of the acquisition of DCI, Inc.. DCI generated gross
margins of $735,000, or 38% of sales. Airport Systems gross margins for the
quarter were $866,000, or 24% of sales, down from $1.3 million, or 29% for the
second quarter of fiscal 2000. Airport Systems gross margins were down due to
lower sales and the shipment of lower gross margin contracts. Consolidated gross
margins for the first six months of fiscal 2001 were $3.6 million, or 31% of
consolidated sales, up from $2.0 million, or 27% of consolidated sales in the
same period of fiscal 2000. Consolidated gross margins for the first six months
increased as a result of the acquisition of DCI, Inc.. DCI generated gross
margins of $1.5 million, or 40% of sales. Airport Systems gross margins for the
quarter were $2.1 million, or 26% of sales, up from $2.0 million, or 27% for the
same period of fiscal 2000.

Consolidated selling, general and administrative ("SG&A) expenses increased
$578,000 during the second quarter of fiscal 2001 compared to the first quarter
of fiscal 2000. SG&A expenses related to DCI totaled $599,000. Airport Systems'
SG&A expenses were $908,000 down $22,000 or 2% from fiscal 2000, reflecting cost
reductions initiated in the areas of administration and marketing personnel,
travel and other related costs. As a percent of sales, Airport Systems SG&A
expenses increased from 20% to 25% primarily as a result of lower Airport
Systems sales.

Consolidated selling, general and administrative ("SG&A) expenses increased $1.2
million during the first six months of fiscal 2001 compared to the same period
of fiscal 2000. SG&A expenses related to DCI totaled $1.3 million for this
period. Airport Systems' SG&A expenses were $1.8 million for the first six
months of fiscal 2001 and 2000. As a percent of sales, Airport Systems SG&A
expenses decreased from 25% to 22% primarily as a result of higher Airport
Systems sales.

Research and development expenses decreased during the second quarter of fiscal
2001 to $31,000 from $261,000 in the second quarter of fiscal 2000. In the first
six months of fiscal 2001 research and development expenses decreased to $51,000
from $589,000 for the first six months of fiscal 2000. The decrease for both
periods is a result of decreased labor and expenses related to development work
on the new Category II\III Instrument Landing System. Expenditures made during
the first and second quarters of fiscal 2000 were primarily to obtain FAA
approval of the new system, variants of the new system and approval for FAA
maintenance takeover. Approval of the new system was obtained in the second
quarter of fiscal 2000, while approval of the variants and FAA maintenance take
over was obtained in the third quarter of fiscal 2000.

                                       11
<PAGE>

Interest expense increased from $42,000 to $274,000 for the second quarter of
fiscal 2001 compared to the first quarter of fiscal 2000, and from to $86,000 to
$490,000 for the first six months of fiscal 2001. This was due to an increase in
the average debt obligations outstanding compared to the prior year period.

No income tax provision was recorded for the second quarter and the first six
months of fiscal 2001 or fiscal 2000, reflecting the use of net operating loss
carryforwards available to the Company.

As a result of the above, the Company had consolidated operating income of
$66,000 for the second quarter of fiscal 2001, compared to $118,000 for the same
period last year. Consolidated operating income for the six months ended October
31, 2000 was $419,000 compared to an operating loss of $431,000 for the same
period last year. The improvement in operating income was due to gross margins
contributed as a result of the acquisition of DCI and reductions in research and
development costs. The consolidated net loss for the second quarter of fiscal
2001 was $208,000, compared with fiscal 2000 second quarter consolidated net
income of $76,000. The consolidated net loss for the first six months of fiscal
2001 was $70,000, compared with a net loss in the first six months of fiscal
2000 of $517,000.

Backlog

Airport Systems' backlog decreased from $2.8 million to $2.6 million at October
31, 2000, compared to October 31, 1999. Approximately 56% of the backlog at
October 31, 2000 consists of four contracts. Seventeen percent of the backlog
represents a contract with a major U.S. air traffic control contractor for the
delivery of multiple ILS systems into South America; 15% represents a contract
with the Airport Authority of Jamaica for navaid and communication equipment, as
well as civil works, training, flight check and installation services; 13%
represents a contract to supply a DVOR/DME for the Republic of Thailand; and 11%
represents a contract to provide prototype localizer antennas to a contractor
for supply to United States Air Force. This contract includes options, valued at
approximately $5.2 million, to provide over 130 antennas over a one year period.
Airport Systems expects these options to be exercised during fiscal 2002.
Substantially all of the Airport Systems backlog at October 31, 2000 is expected
to be completed and shipped in fiscal 2001.

Airport Systems' backlog of $2.6 million experienced a small decline compared to
the prior year's backlog of $2.8 million. Bookings for the first six months of
fiscal 2001 totaled $5.1 million, down from bookings of $5.6 million in the same
period last year. The decrease in bookings is due primarily to the timing of the
receipt of orders. Airport Systems continues to see an increase in the demand
for navaids, based upon the number and size of opportunities it is presently
working on. Airport Systems presently has signed contracts to provide navaids
and airport lighting equipment totaling over $10.5 million. The contracts are
awaiting finalization of the related financing (expected in the third quarter of
fiscal 2001) before being entered into

                                       12
<PAGE>

backlog. Delays in the closing of contracts for which the Airport Systems is the
low bidder has resulted in the lower bookings levels.

Although the Company is optimistic about the prospects for both its aerospace
and ECM units, any delays and or cancellation of procurement opportunities,
particularly in its aerospace unit, will negatively impact the Company's revenue
in fiscal 2001, and could result in operating losses or breakeven operating
results. The amount of net income, net losses or the ability to achieve
breakeven operating results is difficult to ascertain due to uncertainties in
the timing of the receipt of orders. The Company expects backlog and bidding
activities as well as contract awards to continue to fluctuate due to the size
and timing of contract programs.

Liquidity and Capital Resources

Net cash of $318,000 was used by operations for the first six months of fiscal
2001 compared to $211,000 used in the first six months of fiscal 2000. The
increase in cash used was primarily due to a reduced net loss as compared to the
prior year, offset by larger net decreases in operating assets and liabilities.

Cash used in investing activities was $107,000 for the first six months of
fiscal 2001 compared to $166,000 used in the first six months of fiscal 2000.
The decrease is primarily the result of lower purchases of property and
equipment, net of increases to other assets related to the purchase of DCI,
Inc.

Cash provided by financing activities was $293,000 in the first six months of
fiscal 2001 compared to cash provided of $414,000 in the first six months of
fiscal 1999, due primarily to increased short term borrowing ($565,000 compared
to $425,000), net of increased principal payments on long-term debt ($272,000
compared to $11,000) and reflecting the higher average level of borrowings for
the six months ended October 31, 2000, compared to the same period last year.

The Company expects that it will meet its ongoing requirements for working
capital and capital expenditures from a combination of cash expected to be
generated from operations, existing cash and cash equivalents and available
borrowing under its existing revolving credit facility.


                                       13
<PAGE>





PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

The Company is now, and may from time to time in the future be, involved in
litigation in the ordinary course of its business that is not expected to have a
material adverse impact on the Company or its financial affairs.

Item 3. Defaults Upon Senior Securities

Under terms the First Amendment to the Loan and Security Agreement entered into
by the Company and its senior lender, the Company is prohibited from making
principle and interest payments to certain holders of subordinated debt.
Accordingly, the second and third quarterly payments of interest, and the first
semi-annual payment of principle (totaling $49,920 and $156,000 respectively),
due October 31, 2000, was not made to the former stockholders of DCI, Inc. on
the $1,248,000 promissory note issued by the Company at the time of the
acquisition, an event of default under terms of the promissory note. In
addition, the second and third quarterly payment of interest ($25,000), due
October 31, 2000, was not made to Kansas City Equity Partners (KCEP) on the
$500,000 subordinated debenture issued by the Company at the time of acquisition
of DCI, Inc., an event of default under terms of the subordinated debenture. The
subordination agreements entered into between the Company's senior lender and
each of KCEP and the former DCI, Inc. stockholders significantly limit the
remedies now available to those junior debt holders. As soon as its operating
results permit, the Company plans to negotiate with its senior lender the
ability to make the debt payments that are due.

Item 4.     Submission of Matters to a Vote of Security Holders

            A meeting of Stockholders of the Company was held on October 3,
            2000. The following items were approved:

               (1)  Thomas C. Cargin and David D. Gatchell were re-elected as
                    Class I directors of the Company for a period of three years
                    until the 2003 Annual Meeting of the Stockholders. For both
                    Mr. Cargin and Mr Gatchell, 1,492,305 shares were voted for
                    election with 1,902 withheld. Members of the Board
                    continuing in office include the Class II directors serving
                    until the 2001 annual meeting, Michael J. Meyer and Walter
                    H. Stowell, Jr. and the Class III directors serving until
                    the 2002 annual meeting, Keith S. Cowan and Robert D.
                    Taylor.

                                       14
<PAGE>

               (2)  An amendment to the Articles of Incorporation to change the
                    name of the Company to Elecsys Corportation was approved
                    with 1,438,507 shares voting for the amendment and 9,410
                    shares withheld.

               (3)  Appointment of Ernst & Young LLP as independent accountants
                    was approved with 1,491,102 shares voting for appointment 85
                    shares withheld.

Item 6.     Exhibits and Reports on Form 8-K

               (a)  Exhibits:

                    Exhibit 27 - Financial Data Schedule (SEC Use Only)

               (b)  Reports on Form 8-K:

                    Form 8-K filed on October 30, 2000 announcing receipt of
                    various contracts is incorporated herein by reference.

                                       15
<PAGE>


                                   SIGNATURES

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

                      ELECSYS CORPORATION AND SUBSIDIARIES

December 15, 2000     /s/ Thomas C. Cargin
Date                      Thomas C. Cargin, Vice President of Finance and
                          Administration, Secretary, and Principal
                          Accounting Officer

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<PAGE>



                                  EXHIBIT INDEX

Number                  Description                               Page
------                  -----------                               ----

27                      Financial Data Schedule (SEC Use Only)








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