COMMUNICATIONS SYSTEMS INC
10-Q, 1996-08-14
TELEPHONE & TELEGRAPH APPARATUS
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===============================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)
    X           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended       JUNE 30, 1996
                               ------------------------------------------

                                       OR
                   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:   0-10355

                          COMMUNICATIONS SYSTEMS, INC.
 ...............................................................................
             (Exact name of registrant as specified in its charter)

          MINNESOTA                                            41-0957999
 ...............................................................................
(State or  other jurisdiction of                            (Federal Employer
incorporation  or organization)                             Identification No.)

 213 South Main Street, Hector, MN                                55342
 ...............................................................................
(Address of principal executive offices)                       (Zip Code)
                                 (320) 848-6231
 ...............................................................................
               Registrant's telephone number, including area code

 ...............................................................................
     (Former name, address, and fiscal year, if changed since last report)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.       YES X       NO ___

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12, 13, or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.      YES ___     NO ___

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate  the number of shares  outstanding  of each of the  issuers  classes of
common stock, as of the latest practicable date.

         CLASS                                     Outstanding at July 31, 1996
Common Stock, par value                                     9,346,458
    $.05 per share

                 Total Pages (11) Exhibit Index at (NO EXHIBITS)
===============================================================================


<PAGE>


                  COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES

                                      INDEX

                                                              Page No.
Part I.  Financial Information

         Item 1.  Financial Statements

              Consolidated Balance Sheets                         3

              Consolidated Statements of Income                   4

              Consolidated Statements of Stockholders' Equity     5

              Consolidated Statements of Cash Flows               6

              Notes to Consolidated Financial Statements          7

         Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations       8

Part II.  Other Information                                      11


                                       2
<PAGE>

<TABLE>
<CAPTION>


PART I. FINANCIAL INFORMATION

                                   COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS
                                                    (unaudited)

                                                                                  June 30               December 31
Assets:                                                                              1996                      1995
                                                                             ____________              ____________
Current assets:
<S>                                                                           <C>                       <C>        
   Cash                                                                       $13,036,777               $12,198,455
   Marketable securities                                                          868,335                   899,469
   Receivables, net                                                            12,323,056                10,931,382
   Inventories - Note 2                                                        18,612,946                19,522,963
   Prepaid expenses                                                               551,893                   400,778
   Deferred income taxes                                                        1,409,000                 1,188,000
                                                                             ____________              ____________
      Total current assets                                                     46,802,007                45,141,047

Property, plant and equipment                                                  27,377,665                25,762,350
   less accumulated depreciation                                              (16,061,239)              (14,847,042)
                                                                             ____________              ____________
   Net property, plant and equipment                                           11,316,426                10,915,308

Other assets:
  Investments in mortgage backed and other securities                           4,899,126                 5,398,316
  Excess of cost over net assets acquired                                       3,415,606                   839,229
  Deferred income taxes                                                           461,047                   461,047
  Other assets                                                                    370,217                   532,285
                                                                             ____________              ____________
      Total other assets                                                        9,145,996                 7,230,877
                                                                             ____________              ____________

Total Assets                                                                  $67,264,429               $63,287,232
                                                                             ____________              ____________
                                                                             ____________              ____________

Liabilities and Stockholders' Equity:

Current liabilities:
   Notes payable                                                                  $92,675                  $146,923
   Accounts payable                                                             3,504,429                 4,104,349
   Accrued expenses                                                             2,808,800                 2,296,996
   Dividends payable                                                              747,717                   642,838
   Income taxes payable                                                         1,926,709                 2,020,550
                                                                             ____________              ____________
      Total current liabilities                                                 9,080,330                 9,211,656


Stockholders' Equity                                                           58,184,099                54,075,576
                                                                             ____________              ____________

Total Liabilities and Stockholders' Equity                                    $67,264,429               $63,287,232
                                                                             ____________              ____________
                                                                             ____________              ____________

                                 See notes to consolidated financial statements.

</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF INCOME
                                                (unaudited)

                                               Three Months Ended March 31                    Six Months Ended June 30
                                           ___________________________________         ____________________________________
                                                   1996                   1995                  1996                   1995
                                           ____________           ____________          ____________           ____________
Revenues:
<S>                                         <C>                    <C>                   <C>                    <C>        
  Sales                                     $20,581,697            $21,866,017           $41,040,810            $46,671,964

Costs and expenses:
  Cost of sales                              15,959,764             17,003,442            31,176,575             35,760,644
  
  Selling, general and
    administrative expenses                   3,273,913              2,149,999             6,137,463              5,166,773
                                           ____________           ____________          ____________           ____________
      Total costs and expenses               19,233,677             19,153,441            37,314,038             40,927,417

Operating income                              1,348,020              2,712,576             3,726,772              5,744,547

Other income and (expenses):
  Investment income                             181,221                216,353               328,597                521,063
  Interest expense                               (5,627)               (14,242)              (12,080)               (27,921)
                                           ____________           ____________          ____________           ____________
    Other income, net                           175,594                202,111               316,517                493,142

Income before income taxes                    1,523,614              2,914,687             4,043,289              6,237,689

Income taxes (Note 3)                           225,000                620,000               700,000              1,420,000
                                           ____________           ____________          ____________           ____________

Net income                                   $1,298,614             $2,294,687            $3,343,289             $4,817,689
                                           ____________           ____________          ____________           ____________
                                           ____________           ____________          ____________           ____________

Net income per share                              $ .14                  $ .25                 $ .36                  $ .53
                                           ____________           ____________          ____________           ____________
                                           ____________           ____________          ____________           ____________

Average common and common
  equivalent shares outstanding               9,425,000              9,232,000             9,412,000              9,171,000
                                           ____________           ____________          ____________           ____________
                                           ____________           ____________          ____________           ____________


                                           See notes to consolidated financial statements.

</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                  COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                                 (unaudited)

                                                             Additional                                 Cumulative
                                       Common Stock            Paid in        Retained     Advances     Translation
                                     Shares      Amount        Capital        Earnings      to ESOP     Adjustment         Tota
                                __________________________________________________________________________________________________
<S>                                <C>         <C>          <C>             <C>            <C>           <C>          <C>        
BALANCE at December 31, 1994       8,986,523   $449,326     $18,001,322     $27,519,954    ($72,000)     ($332,161)   $45,566,441
  Net Income                                                                  9,084,153                                 9,084,153
  Shareholder dividends                                                      (2,463,672)                               (2,463,672)
  Issuance of common stock under
    Employee Stock Option Plan       173,311      8,666       1,267,846                                                 1,276,512
  Tax benefit from nonqualified
    employee stock options                                      243,000                                                   243,000
  Issuance of common stock under
    Employee Stock Purchase Plan      23,567      1,178         193,957                                                   195,135
  Issuance of common stock to
    Welsh Development Agency          20,142      1,007         219,325                                                   220,332
  Purchase of Communications Systems
    Inc. common stock                (20,142)    (1,007)       (219,325)                                                 (220,332)
  Cumulative translation adjustment                                                                       102,007         102,007
  Repayment of advances to ESOP                                                              72,000                        72,000
                                  __________   ________     ___________   _____________   __________   ___________  _____________
BALANCE at December 31, 1995       9,183,401    459,170      19,706,125      34,140,435           0      (230,154)     54,075,576
  Net Income                                                                  3,343,289                                 3,343,289
  Shareholder dividends                                                      (1,399,292)                               (1,399,292)
  Issuance of common stock under
    Employee Stock Option Plan        50,381      2,519         449,652                                                   452,171
  Issuance of common stock to 
    acquire Automatic Tool and 
    Connector Co.                    112,676      5,634       1,712,675                                                 1,718,309
  Cumulative translation adjustment                                                                         (5,954)        (5,954)
                                  __________   ________     ___________   _____________   __________   ___________  _____________  
BALANCE at June 30, 1996           9,346,458   $467,323     $21,868,452     $36,084,432            0     ($236,108)   $58,184,099
                                  __________   ________     ___________   _____________   __________   ___________  _____________
                                  __________   ________     ___________   _____________   __________   ___________  _____________

                                 See notes to consolidated financial statements.

</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>
                                COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                (unaudited)

                                                                                     Six Months Ended June 30
                                                                                _________________________________
                                                                                       1996                 1995
                                                                                ____________         ____________
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                              <C>                   <C>       
    Net income                                                                    $3,343,289           $4,817,689
    Adjustments to reconcile net income
      to net cash provided by operating activities:
        Depreciation and amortization                                              1,502,722            1,275,066
        Adjustment to marketable securities reserve                                   31,134             (120,922)
        Changes in assets and liabilities:
          Decrease in marketable securities                                                                40,000
          Increase in accounts receivable                                           (896,895)            (801,088)
          Decrease (increase) in inventory                                         1,359,141             (131,123)
          Decrease (increase) in prepaid expenses                                   (138,557)              76,067
          Increase in deferred taxes                                                (221,000)
          Decrease in accounts payable                                            (1,345,504)          (1,333,139)
          Increase (decrease) in accrued expenses                                    517,031              (23,825)
          Increase (decrease) in income taxes payable                                (93,733)            (773,446)
                                                                                ____________         ____________
            Net cash provided by (used in) operating activities                    4,057,628            3,025,279

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                          (1,673,488)          (2,431,295)
    Decrease in mortgage backed and other investment securities                      498,259               11,240
    Decrease in other assets                                                         162,185              133,393
    Payment for purchase of Austin Taylor Communications, Ltd.                      (135,131)
    Payment for purchase of Automatic Tool and Connector
      Company, Inc., net of cash acquired                                         (1,178,008)
                                                                                ____________         ____________
          Net cash used in investing activities                                   (2,326,183)          (2,286,662)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayment of notes payable                                                       (53,637)             (95,833)
    Dividends paid                                                                (1,294,413)          (1,080,641)
    Proceeds from issuance of common stock                                           452,171            1,085,462
    Purchases of Communications Systems, Inc. common stock                                               (220,332)
                                                                                ____________         ____________
          Net cash used in financing activities                                     (895,879)            (311,344)
                                                                                ____________         ____________

EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH                                        2,756               37,609
                                                                                ____________         ____________

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 838,322              464,882

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                  12,198,455            8,829,776
                                                                                ____________         ____________

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                       $13,036,777           $9,294,658
                                                                                ____________         ____________
                                                                                ____________         ____________

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Income taxes paid                                                               $793,841           $2,193,520
    Interest paid                                                                     12,080               27,921

                                 See notes to consolidated financial statements.

</TABLE>

                                       6
<PAGE>



                  COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - CONSOLIDATED FINANCIAL STATEMENTS

The balance sheet and statement of stockholders' equity as of June 30, 1996, the
statements  of income for the three and six month  periods  ended June 30, 1996,
and 1995 and the  statements  of cash flows for the six month periods ended June
30,  1996 and 1995 have been  prepared  by the  Company  without  audit.  In the
opinion of management,  all  adjustments  (which  include only normal  recurring
adjustments)  necessary to present  fairly the  financial  position,  results of
operations, and cash flows at June 30, 1996 and 1995 have been made.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or omitted.  It is  suggested  these  condensed  financial
statements  be read in  conjunction  with the  financial  statements  and  notes
thereto   included  in  the  Company's   December  31,  1995  Annual  Report  to
Shareholders.  The results of  operations  for the periods ended June 30 are not
necessarily indicative of the operating results for the entire year.

NOTE 2 - INVENTORIES

Inventories summarized below are priced at the lower of first-in, first-out cost
or market:
<TABLE>
<CAPTION>

                            June 30             December 31
                               1996                    1995
<S>                     <C>                     <C>       
     Finished Goods      $5,130,893              $5,475,458
     Raw Materials       13,482,053              14,047,505
                       ------------          --------------
       Total            $18,612,946             $19,522,963
                       ============          ==============
</TABLE>

NOTE 3 - INCOME TAXES

Income taxes are computed based upon the estimated  effective rate applicable to
operating  results for the full fiscal year. For the periods ended June 30, 1996
and 1995 income taxes do not bear a normal  relationship to income before income
taxes,  primarily  because income from Puerto Rico operations are taxed at rates
lower than the U.S. rate.

NOTE 4 - NET INCOME PER COMMON SHARE

Net  income  per share is based on the  weighted  average  number of common  and
common  equivalent  shares  outstanding  during the periods.  Common  equivalent
shares  reflect the dilutive  effect of outstanding  stock options.  Primary and
fully diluted earnings per share are substantially the same.

NOTE 5 - ACQUISITION OF AUTOMATIC TOOL AND CONNECTOR CO., INC.

Effective  January 4, 1996,  the Company  acquired  Automatic Tool and Connector
Co., Inc., a Union, New Jersey based manufacturer of fiber optic connectors,  in
exchange for  $1,373,000 in cash and 112,676 shares of  Communications  Systems,
Inc.  common  stock.  The  acquisition  was  accounted for as a purchase and the
purchase  price was  allocated to the assets  acquired.  Excess of cost over net
assets  acquired was  $2,760,000,  which is being  amortized over ten years on a
straight line basis.  Results of Automatic Tool,  which were not material to the
Company's  financial  results,  were  included in Company  operations  beginning
January 4, 1996.


                                       7
<PAGE>



                  COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES

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

                   Six Months Ended June 30, 1996 Compared to
                         Six Months Ended June 30, 1995

Consolidated  revenues  decreased  $5,631,000  or  12%  from  the  1995  period.
Telephone station apparatus revenue decreased  $2,389,000 or 7%. Apparatus sales
to domestic (U.S. and Puerto Rico)  customers  decreased  $35,000.  The domestic
sales  decrease  was due to lower  sales to the Big 8 telephone  companies  (the
seven Regional Bell Operating  Companies and GTE) which fell  $1,707,000 or 11%.
Reduced  shipments to this market segment were attributed to customer  inventory
overstocks and reduced construction activity in the first quarter of 1996. Sales
to  electrical  distributors  and  original  equipment  manufacturers  decreased
$794,000 or 24%.  Sales to retailers  decreased  $650,000 or 22%. Lower sales to
these segments were offset by increased  sales to other  customers (up 1,232,000
or 33%) and by sales of fiber optic  connectors by Automatic  Tool and Connector
Co.($2,081,000 in the first six months of 1996), which the Company acquired in
January, 1996.

Sales of  telephone  station  apparatus  to  international  customers  decreased
$2,353,000 or 27%.  Sales by Austin Taylor,  the Company's  United Kingdom based
subsidiary, decreased $1,957,000 or 27% due to the phase-out of certain products
previously  sold to British  Telecom.  Shipments  of new  products  intended  to
replace this  business  have been delayed into the third and fourth  quarters of
1996.  U.S. export sales  decreased  $462,000 or 42%. Sales in Canada  increased
$65,000 or 13%.

Contract  manufacturing sales decreased $3,243,000 or 27%. Sales to Thermo-King,
which was the segment's principal  customer,  declined $3,236,000 or 62%, due to
Thermo-King's  decision to move more of its manufacturing  process to a plant it
owns in  Puerto  Rico.  Sales  to  Thermo-King  accounted  for  22% of  contract
manufacturing  sales in the  1996  period  compared  to 43% of sales in the 1995
period.  Sales  of  multi-function  display  units  used by a  major  watercraft
manufacturer  increased  $207,000 or 9%. Sales of  electronic  fishing  products
decreased $428,000 or 47%.

Gross margin as a percentage  of apparatus  sales was 29% compared to 27% in the
first half of 1995. Margin percentages  improved in U.S. plants due to reduction
in  manufacturing  overheads,  freight  charges and payroll  overtime  premiums.
Margins  earned on Austin Taylor  products  declined to 17% from 19% in the 1995
period due to increased raw material costs and unfavorable  overhead  absorption
caused by reduced  production  volume.  Gross  margin on contract  manufacturing
sales,  before inventory  reserve  adjustments,  was 14% unchanged from the 1995
period.  During the 1996  period,  the Company  established  a $650,000  reserve
against  slow-moving  electronic fishing products inventory held by its contract
manufacturing business.

Selling,  general and administrative expenses increased $971,000 or 19% from the
1995  period.  The  increase  was due to  selling  and  administrative  expenses
associated with the newly acquired  Automatic Tool and Connector Co.  operations
and increased  international  sales expenses in the Company's  telephone station
apparatus business.

Consolidated  operating  income  decreased  $2,018,000  or 35%. Net other income
decreased  $177,000 from the 1995 period due to fluctuations in the value of the
Company's marketable  securities  portfolio.  The Company's effective income tax
rate was 17% compared to 23% in the 1995 period. The Company's tax rate is lower
than the full U.S.  rate due to tax  exemptions  and  benefits  received  by the
Company's Puerto Rico operations.  The Company's tax rate was higher in 1995 due
to limitations on the possessions tax credit the Company  receives  against U.S.
income taxes on the earnings of its Puerto Rico subsidiary. Net income decreased
$1,474,000, or 31%.

                                       8
<PAGE>
                 COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES

                  Three Months Ended June 30, 1996 Compared to
                        Three Months Ended June 30, 1995

Consolidated revenues decreased $1,284,000 or 6% from the 1995 period. Telephone
station apparatus revenue decreased  $160,000 or 1%. Apparatus sales to domestic
(U.S. and Puerto Rico) customers increased $1,448,000 or 12%. The domestic sales
increase was due to the  acquisition of Automatic Tool and Connector Co., (which
added  $1,001,000 to sales during the 1996 period) and sales to other  customers
(principally distributors serving non-RBOC customers) which increased $1,077,000
or  57%..  Sales to the Big 8  telephone  companies  (the  seven  Regional  Bell
Operating  Companies  and GTE)  increased  $97,000  or 1%.  Sales to  electrical
distributors and original  equipment  manufacturers  decreased  $452,000 or 29%.
Sales to retailers decreased $273,000 or 18%.

Sales of  telephone  station  apparatus  to  international  customers  decreased
$1,608,000 or 35%.  Sales by Austin Taylor,  the Company's  United Kingdom based
subsidiary, decreased $1,109,000 or 32% due to the phase-out of certain products
previously sold to British Telecom. U.S. export sales decreased $570,000 or 69%.
Sales in Canada increased $71,000 or 29%.

Contract  manufacturing sales decreased $1,124,000 or 21%. Sales to Thermo-King,
which was the segment's  principal  customer,  declined  $994,000 or 56%, due to
Thermo-King's  decision to move more of its manufacturing  process to a plant it
owns in  Puerto  Rico.  Sales  to  Thermo-King  accounted  for  19% of  contract
manufacturing  sales in the  1996  period  compared  to 34% of sales in the 1995
period.  Sales  of  multi-function  display  units  used by a  major  watercraft
manufacturer  increased  $12,000 or 1%.  Sales of  electronic  fishing  products
decreased $266,000 or 59%.

Gross margin as a percentage  of apparatus  sales was 28% compared to 24% in the
second  quarter  of 1995.  Margin  percentages  improved  in U.S.  plants due to
reduction  in  manufacturing  overheads,  freight  charges and payroll  overtime
premiums.  Margins earned on Austin Taylor products  declined to 12% in the 1996
period due to increased raw material costs and unfavorable  overhead  absorption
caused by reduced  production  volume.  Gross  margin on contract  manufacturing
sales,  before inventory  reserve  adjustments,  was 16% unchanged from the 1995
period.  During the 1996  period,  the Company  established  a $650,000  reserve
against  slow-moving  electronic fishing products inventory held by its contract
manufacturing business.

Selling,  general and administrative  expenses increased  $1,126,000 or 52% from
the 1995 period.  The increase  was due to selling and  administrative  expenses
associated with the newly acquired  Automatic Tool and Connector Co.  operations
and increased  international  sales expenses in the Company's  telephone station
apparatus business.

Consolidated  operating  income  decreased  $1,367,000  or 50%. Net other income
decreased  $27,000 from the 1995 period due to  fluctuations in the value of the
Company's marketable  securities  portfolio.  The Company's effective income tax
rate was 15% compared to 21% in the 1995 period. The Company's tax rate is lower
than the full U.S.  rate due to tax  exemptions  and  benefits  received  by the
Company's Puerto Rico operations.  The Company's tax rate was higher in 1995 due
to limitations on the possessions tax credit the Company  receives  against U.S.
income taxes on the earnings of its Puerto Rico subsidiary. Net income decreased
$998,000, or 43%.


                                       9
<PAGE>

                 COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES


                        Liquidity and Capital Commitments

At June 30, 1996 the Company had  approximately  $13,037,000 in cash compared to
$12,198,000 at December 31, 1995.  Working capital was  $37,722,000  compared to
$35,929,000  at December 31, 1995.  The  Company's  current  ratio was 5.2 to 1,
compared to 4.9 to 1 at year end 1995.

Net cash provided by operating  activities was $4,058,000 compared to $3,025,000
in the first half of 1995. The Company  expects its operating cash flows for the
full  year to  approximate  the  results  of  1995,  which  produced  cash  from
operations  of  $6,983,000.  Cash was utilized  during the period to pay current
liabilities,  purchase  new plant  and  equipment,  pay  dividends  and  acquire
Automatic Tool and Connector Co., Inc.

The  Company's  balance  sheet  remains  strong,  with  stockholders'  equity of
$58,184,000  and no long-term  debt. The Company has available a $2,000,000 bank
line of credit.  Management  believes,  based on the Company's current financial
position and projected future expenditures,  that sufficient funds are available
to meet the Company's anticipated needs.

On August 5, 1996, the Company's Board of Directors  authorized the purchase and
retirement,  from time to time, of up to 500,000 shares of the Company's  common
stock on the open market,  or in private  transactions  consistent  with overall
market and financial conditions. The Company's cash reserves will be utilized to
make the purchases.  If all 500,000  shares are purchased and retired,  it would
reduce the number of the Company's currently outstanding shares by 5%.

On January 4, 1996, the Company acquired  Automatic Tool and Connector Co., Inc.
of Union,  New Jersey,  in exchange for $1,373,000 in cash and 112,676 shares of
common stock.  Automatic Tool and Connector Co. (ATC) is a manufacturer  of high
performance  fiber optic  connectors,  interconnect  devices  and coaxial  cable
assemblies for the telecommunications,  medical electronics,  computer and other
markets.  The acquisition  represents the Company's entrance into the market for
fiber  optic   connectors,   which  is  the  fastest   growing  segment  in  the
telecommunications  connector market.  ATC's sales for its 1995 fiscal year were
approximately $3,200,000.

This acquisition, as well as other acquisitions and dispositions the Company has
made over the past  several  years  (including  the 1992  acquisition  of Austin
Taylor  Communications,  Ltd.),  have  served to expand  the  Company's  product
offerings and customer base in both U.S. and international  markets. The Company
is  seeking  to  position  itself  in  the  marketplace  as  a  growth  oriented
manufacturer of telecommunications connecting devices. The Company is continuing
to search for acquisition candidates which fit the Company's target markets.

                                       10
<PAGE>




                           PART II. OTHER INFORMATION

Items 1 - 3.  Not Applicable

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

The Annual  Meeting of the  Shareholders  of the  Registrant was held on May 14,
1996 in Minneapolis,  MN. The total number of shares outstanding and entitled to
vote at the meeting was  9,311,210 of which  8,627,266  were  present  either in
person  or by  proxy.  By a vote  of  8,612,288  in  favor,  14,978  abstaining,
shareholders reelected Board Members Edwin C. Freeman,  Edward E. Strickland and
John C.  Ortman to three  year  terms  expiring  at the 1999  Annual  Meeting of
Shareholders.

The Board of Directors  appointed  Fredrick  Green to fill the unexpired term of
Board Member C.A. Anderson, who passed away in February,  1996. Mr. Green's term
will expire at the 1997 Annual Meeting of Shareholders.

Other  Board  Members  continuing  in office are Paul J.  Anderson  and Wayne E.
Sampson  (whose terms  expire at the 1997 Annual  Meeting of  Shareholders)  and
Curtis A.  Sampson and Joseph W. Parris  (whose  terms expire at the 1998 Annual
Meeting of Shareholders).

Items 5 - 6.  Not Applicable


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 thereto duly authorized.

                                                Communications Systems, Inc.

                                            By  Paul N. Hanson
                                                Paul N. Hanson
                                                Vice President and
                                                Chief Financial Officer
Date:  August 14, 1996


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</LEGEND>
<CIK>                                                       0000022701
<NAME>                       COMMUNICATIONS SYSTEMS, INC.
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<S>                                                         <C>
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<FISCAL-YEAR-END>                                               DEC-31-1996
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<PERIOD-END>                                                    JUN-30-1996
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                                                0
                                                          0
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