COMMUNICATIONS SYSTEMS INC
10-Q, 1998-08-14
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, 1998
                               ------------------------------------------

                                       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  issuer's  classes of
common stock, as of the latest practicable date.

       CLASS                                    Outstanding at August 7, 1998
Common Stock, par value                                   9,080,321
  $.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

Item 1.  Financial Statements

                                          CONSOLIDATED BALANCE SHEETS
                                                  (unaudited)

                                                                              June 30               December 31
Assets:                                                                          1998                      1997
                                                                         ------------              ------------
Current assets:
<S>                                                                      <C>                       <C>
   Cash                                                                  $ 19,680,673              $ 17,942,315
   Investments in U.S. Treasury securities                                                            5,249,314
   Marketable securities                                                       23,850                   802,045
   Receivables, net                                                        12,398,119                12,571,511
   Inventories - Note 2                                                    20,491,809                18,438,531
   Prepaid expenses                                                           217,359                   684,221
   Deferred income taxes                                                    1,080,000                 1,080,000
                                                                         ------------              ------------
      Total current assets                                                 53,891,810                56,767,937

Property, plant and equipment                                              28,780,692                26,682,575
   less accumulated depreciation                                          (18,126,829)              (17,007,714)
                                                                         ------------              ------------
   Net property, plant and equipment                                       10,653,863                 9,674,861

Other assets:
  Excess of cost over net assets acquired                                   2,699,132                 2,881,544
  Investments in mortgage backed and other securities                       2,531,401                 3,356,568
  Deferred income taxes                                                       114,047                   114,047
  Notes receivable from sale of assets of
    discontinued operations                                                 4,357,767                 4,557,767
  Other assets                                                                647,199                   165,204
                                                                         ------------              ------------
      Total other assets                                                   10,349,546                11,075,130
                                                                         ------------              ------------

Total Assets                                                             $ 74,895,219              $ 77,517,928
                                                                         ============              ============

Liabilities and Stockholders' Equity:

Current liabilities:
   Accounts payable                                                      $  3,041,895              $  2,770,628
   Accrued expenses                                                         3,966,655                 3,030,736
   Dividends payable                                                          913,463                   839,399
   Income taxes payable                                                     1,723,459                 1,613,469
                                                                         ------------              ------------
      Total current liabilities                                             9,645,472                 8,254,232

Stockholders' Equity                                                       65,249,747                69,263,696
                                                                         ------------              ------------

Total Liabilities and Stockholders' Equity                               $ 74,895,219              $ 77,517,928
                                                                         ============              ============

                                See notes to consolidated financial statements.

</TABLE>

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

                                                     Three Months Ended June 30         Six Months Ended June 30
                                                  ------------------------------     ------------------------------
                                                          1998              1997             1998              1997
                                                  ------------      ------------     ------------      ------------
<S>                                               <C>               <C>              <C>               <C>
Sales                                             $ 16,969,774      $ 20,181,244     $ 34,455,837      $ 36,997,263

Costs and expenses:
  Cost of sales                                     11,619,503        13,834,378       23,861,597        25,659,409
  Selling, general and
    administrative expenses                          2,635,334         2,987,631        5,593,711         5,611,137
                                                  ------------      ------------     ------------      ------------
      Total costs and expenses                      14,254,837        16,822,009       29,455,308        31,270,546
                                                  ------------      ------------     ------------      ------------

Operating income                                     2,714,937         3,359,235        5,000,529         5,726,717

Other income and (expenses):
  Investment income                                    328,342           399,159          788,234           775,246
  Interest expense                                      (1,264)                            (2,525)
                                                  ------------      ------------     ------------      ------------
    Other income, net                                  327,078           399,159          785,709           775,246

Income before income taxes                           3,042,015         3,758,394        5,786,238         6,501,963

Income taxes (Note 3)                                  600,000           875,000        1,150,000         1,450,000
                                                  ------------      ------------     ------------      ------------

Net income                                        $  2,442,015      $  2,883,394     $  4,636,238      $  5,051,963
                                                  ============      ============     ============      ============


Basic net income per share                        $        .27      $        .31     $        .50      $        .55
                                                  ============      ============     ============      ============

Diluted net income per share                      $        .27      $        .31     $        .50      $        .55
                                                  ============      ============     ============      ============

Average shares outstanding:
  Weighted average number of common
     shares outstanding                              9,111,450         9,201,213        9,215,611         9,173,291
  Dilutive effect of stock options
     outstanding after application of
     treasury stock method                             103,482            58,015           98,411            60,290
                                                  ------------      ------------     ------------      ------------
                                                     9,214,932         9,259,228        9,314,022         9,233,581
                                                  ============      ============     ============      ============

                                  See    notes   to    consolidated    financial
statements.

</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>


                  COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (unaudited)


                                         Common Stock       Additional                 Cumulative   Stock Option
                                    --------------------       Paid in      Retained  Translation          Notes
                                       Shares     Amount       Capital      Earnings   Adjustment     Receivable             Total
                                    ---------  ---------  ------------  ------------  -----------  -------------    --------------
<S>                                 <C>        <C>        <C>           <C>           <C>          <C>              <C>
BALANCE at December 31, 1996        9,107,309  $ 455,365  $ 21,454,353  $ 36,856,285  $   249,475  $      -         $   59,015,478
  Net income                                                              10,936,873                                    10,936,873
  Shareholder dividends                                                   (3,240,303)                                   (3,240,303)
  Issuance of common stock under
    Employee Stock Purchase Plan       16,622        831       182,843                                                     183,674
  Issuance of common stock to
    Employee Stock Ownership Plan      20,870      1,044       298,956                                                     300,000
  Issuance of common stock under
    Employee Stock Option Plan        181,851      9,093     2,045,715                                                   2,054,808
  Tax benefit from non qualified
    employee stock options                                     150,904                                                     150,904
  Cumulative translation adjustment                                                      (137,738)                        (137,738)
                                    ---------  ---------  ------------  ------------  -----------  -------------    --------------
BALANCE at December 31, 1997        9,326,652    466,333    24,132,771    44,552,855      111,737                -      69,263,696
  Net income                                                               4,636,238                                     4,636,238
  Shareholder dividends                                                   (1,750,882)                                   (1,750,882)
  Issuance of common stock under
    Employee Stock Option Plan         82,834      4,141       910,953                                                     915,094
  Issuance of notes receivable
     for stock options                                                                                  (288,225)         (288,225)
  Purchase of Communications
     Systems, Inc. common stock      (444,300)   (22,015)   (1,169,301)   (6,405,933)                                   (7,597,249)
  Cumulative translation adjustment                                                        71,075                           71,075
                                    ---------  ---------  ------------  ------------  -----------  -------------    --------------
BALANCE at June 30, 1998            8,969,186  $ 448,459  $ 23,874,423  $ 41,032,278  $   182,812  $    (288,225)   $   65,249,747
                                    =========  =========  ============  ============  ===========  =============    ==============

</TABLE>
                 See notes to consolidated financial statements.


                                       5
<PAGE>

<TABLE>
<CAPTION>

                                     COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                      (unaudited)
                                                                                              Six Months Ended June 30
                                                                                          ------------------------------
                                                                                                  1998              1997
                                                                                          ------------      ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                       <C>               <C>
     Net income                                                                           $  4,636,238      $  5,051,963
     Adjustments to reconcile net income
       to net cash provided by operating activities:
         Depreciation and amortization                                                       1,355,908         1,246,477
         Adjustment to marketable securities reserve                                           (41,871)          (24,684)
         Changes in assets and liabilities:
           Decrease in marketable securities                                                   820,066           128,141
           Decrease (increase) in accounts receivable                                          192,239        (1,250,215)
           Increase in inventory                                                            (2,030,678)       (2,236,126)
           Decrease in prepaid expenses                                                        467,670           184,692
           Increase in deferred income taxes                                                      (606)         (269,643)
           Increase in accounts payable                                                        253,009           431,064
           Increase in accrued expenses                                                        933,581           594,946
           Increase in income taxes payable                                                    107,093           426,952
                                                                                          ------------      ------------
             Net cash provided by operating activities                                       6,692,649         4,283,567

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                                                   (2,131,338)       (1,601,178)
     Decrease in mortgage backed and other investment securities                               825,167           582,566
     Increase in other assets                                                                 (481,478)         (458,039)
     Changes in assets and liabilities of discontinued operations                                                536,679
     Collection of notes receivable                                                            200,000           201,207
     Proceeds from maturities of U.S. Treasury securities                                    5,249,314
     Payment for purchase of Austin Taylor Communications, Ltd.                                                  (79,947)
                                                                                          ------------      ------------
           Net cash provided by (used in) investing activities                               3,661,665          (818,712)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Dividends paid                                                                         (1,676,818)       (1,463,882)
     Proceeds from issuance of common stock                                                    626,869           969,309
     Purchases of Communications Systems, Inc. common stock                                 (7,597,249)
                                                                                          ------------      ------------
           Net cash used in financing activities                                            (8,647,198)         (494,573)
                                                                                          ------------      ------------

EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH                                                 31,242           (54,002)
                                                                                          ------------      ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                    1,738,358         2,916,280

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                            17,942,315        17,799,398
                                                                                          ------------      ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                $ 19,680,673      $ 20,715,678
                                                                                          ============      ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Income taxes paid                                                                    $  1,040,010      $  1,010,076
     Interest paid                                                                               2,525                 -
                                    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, 1998, and
the statements of income for the three and six month periods ended June 30, 1998
and 1997,  and the statements of cash flows for the six month periods ended June
30,  1998 and 1997,  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, 1998 and 1997 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,  1997  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.

Effective  January 1, 1998,  the Company has adopted the provisions of Financial
Accounting Standards Board Statement No. 130, "Reporting  Comprehensive  Income"
(SFAS  No.  130).  This  statement   establishes  standards  for  reporting  and
presenting  comprehensive income and its components in the financial statements.
The Company's total comprehensive  income for the three-month periods ended June
30, 1998 and 1997 was $2,429,830  and  $2,963,733,  respectively.  The Company's
total  comprehensive  income for the  six-month  periods ended June 30, 1998 and
1997 was $4,707,313 and $4,892,045, respectively.

In February, 1997 the Company issued 20,870 shares of the Company's common stock
to the Employee  Stock  Ownership Plan in payment of its 1996  obligation.  In a
noncash  transaction,  the Company recorded additional  stockholders'  equity of
$300,000  (reflecting  the  market  value  of  the  stock  at  the  time  of the
contribution) and reduced accrued expenses by the same amount.

NOTE 2 - INVENTORIES

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

                                         June 30       December 31
                                           1998              1997
     Finished Goods                $   7,220,175     $   5,237,907
     Raw Materials                    13,271,634        13,200,624
                                   -------------     -------------
       Total                       $  20,491,809     $  18,438,531
                                   =============     =============

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, 1998
and 1997 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.


                                       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, 1998 Compared to
                         Six Months Ended June 30, 1997

Sales totaled $34,456,000,  a decrease of $2,541,000 or 7% from the 1997 period.
Operating income was $5,001,000,  a decrease of $726,000 or 13% from 1997. Sales
to domestic (U.S. and Puerto Rico) customers  decreased  $1,875,000 or 7%. Sales
to the Big 6 telephone companies (the five Regional Bell Operating Companies and
GTE) decreased $2,722,000 or 14%. The decline in sales to this market was due to
purchase  pattern  adjustments  caused by the merger of two RBOCs and  inventory
overstocks at a third RBOC.  Sales to this market  accounted for 60% of domestic
sales  in the  1998  period.  Sales  to  electrical  distributors  and  original
equipment  manufacturers  increased  $776,000  or  12%.  Sales  in  Puerto  Rico
increased $309,000 or 37%. Sales to retailers decreased $349,000 or 13%.

The sales decreases were spread over all of the Company's product groups.  Sales
of the Company's CorroShield line of corrosion resistant  connectors,  which has
lead the Company's sales growth, were 5% lower for 1998 than in the 1997 period.
CorroShield  product sales totaled  $10,450,000  in the 1998 period  compared to
$10,998,000 in 1997. Sales of conventional  voice products  declined $207,000 or
2%. The Company believes the sales decline of these products is due to customers
converting  to  the  CorroShield  product.  Sales  of  data  products  decreased
$1,019,000 or 27%. Sales of fiber optic connector products decreased $386,000 or
19%.

Sales to  international  customers  decreased  $666,000  or 8%.  Sales by Austin
Taylor, the Company's United Kingdom based subsidiary,  decreased $380,000 or 6%
due to lower  sales of metal  street  cabinets  and  cable  television  ("CATV")
customer premise equipment to U.K. based customers. U.S. export sales, including
sales to Canada, decreased $286,000 or 26% due to lower sales of fiber products.

Gross margin as a percentage of sales was 31%,  unchanged  from the 1997 period.
Margin  percentages  in U.S.  plants were 33% in each period.  Margins earned on
Austin Taylor products improved to 20% from 19% in the 1997 period.

Selling,  general and  administrative  expenses  decreased $17,000 from the 1997
period.  The decrease was due to timing changes in sales and marketing  programs
as the  Company  refocused  efforts  to  increase  sales of the  Company's  data
products and develop export markets for telephone station apparatus products.

Investment  income,  net of interest  expense,  increased  $10,000 from the 1997
period.  The Company's  effective income tax rate was 20% compared to 22% in the
1997 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.  Net
income decreased $416,000, or 8%.



                                       8
<PAGE>

                  COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES

                  Three Months Ended June 30, 1998 Compared to
                        Three Months Ended June 30, 1997

Sales totaled $16,970,000, a decrease of $3,211,000 or 16% from the 1997 period.
Operating income was $2,715,000,  a decrease of $644,000 or 19% from 1997. Sales
to domestic (U.S. and Puerto Rico) customers decreased  $2,231,000 or 14%. Sales
to the Big 6 telephone  companies  decreased  $2,111,000  or 20%. The decline in
sales to this  market  was due to  purchase  pattern  adjustments  caused by the
merger of two RBOCs and  inventory  overstocks  at a third  RBOC.  Sales to this
market  accounted  for 59% of  domestic  sales  in the  1998  period.  Sales  to
electrical  distributors and original equipment manufacturers increased $324,000
or 9%.  Sales in  Puerto  Rico  increased  $69,000  or 23%.  Sales to  retailers
decreased $334,000 or 27%.

The sales decreases were spread over all of the Company's product groups.  Sales
of the Company's CorroShield line of corrosion resistant  connectors,  which has
lead the  Company's  sales  growth,  were 27%  lower  for 1998  than in the 1997
period. The Big 6 telephone  companies have been the Company's principal markets
for  CorroShield  products.  Sales of data products  decreased  $750,000 or 37%.
Sales of fiber optic connector products decreased $217,000 or 20%.

Sales to  international  customers  decreased  $980,000 or 21%.  Sales by Austin
Taylor, the Company's United Kingdom based subsidiary, decreased $559,000 or 16%
due to lower  sales of metal  street  cabinets  and  cable  television  ("CATV")
customer premise equipment to U.K. based customers. U.S. export sales, including
sales to Canada,  decreased $421,000 or 39% due to lower sales of fiber products
and lower sales to Far East  customers.  The Company  believes its sales in this
region  are being  hurt by the  currency  devaluations  that have  followed  the
economic crisis in this area.

Gross margin as a percentage of sales was unchanged from the 1997 period. Margin
percentages  in U.S.  plants were 34% in each period.  Margins  earned on Austin
Taylor products were 19% in each period.

Selling,  general and administrative  expenses decreased $352,000,  or 12%, from
the 1997 period. The decrease was due to changes in sales and marketing programs
as the  Company  refocused  efforts  to  increase  sales of the  Company's  data
products and develop export markets for telephone station apparatus products.

Investment  income,  net of interest  expense,  decreased  $72,000 from the 1997
period.  The Company's  effective income tax rate was 20% compared to 23% in the
1997 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.  Net
income decreased $441,000, or 15%.

                        Liquidity and Capital Commitments

At June 30, 1998, the Company held approximately $19,681,000 of cash compared to
$17,942,000 at December 31, 1997.  Working capital was  $44,246,000  compared to
$48,514,000  at December  31, 1997.  The  Company's  current  ratio was 5.6 to 1
compared to 6.9 to 1 at December 31,  1997.  In addition to its cash and working
capital balances, the Company also holds investments in long-term securities and
notes receivable totaling $6,889,000.

                                       9
<PAGE>
                COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES

Net cash provided by operating  activities was $6,693,000 compared to $4,284,000
in the first six months of 1997.  Cash was utilized during the period to finance
increased inventory levels, purchase new plant and equipment,  pay dividends and
repurchase the Company's common stock.

The Company's  Board of Directors has  authorized the purchase and retirement of
up to 500,000  shares of the  Company's  common  stock on the open  market or in
privately negotiated  transactions  consistent with overall market and financial
conditions.  At June 30, 1998,  the Company had  purchased  and retired  440,300
shares of stock at a cost of  $7,597,000.  Subsequent to the end of the quarter,
the Board  increased  the  repurchase  authorization  by an  additional  500,000
shares.  The Company received  $627,000 and $969,000 from stock issuances due to
exercise of employee stock options in 1998 and 1997, respectively.

Under  provisions  of  the  Small  Business  Job  Protection  Act of  1996,  the
possessions  tax credit,  which  shelters the Company's  Puerto Rico income from
U.S. income tax, was repealed for years after 1995. However,  companies like CSI
which currently  qualify for the credit,  may continue to claim the credit until
2005, subject to certain  limitations.  As of July 1, 1996, the credit no longer
applied to investment  income earned in Puerto Rico. The credit will continue to
apply to business  income earned in Puerto Rico through 2001. For the years 2002
to 2005, the amount of Puerto Rico business  income eligible for the credit will
be limited to an inflation-adjusted  amount based on Puerto Rico business income
earned from 1990 to 1994. The possessions tax credit has a materially  favorable
effect on the Company's income tax expense.  Had the Company incurred income tax
expense on Puerto  Rico  operations  in 1998 at the full U.S.  rate,  income tax
expense would have increased by approximately $1,200,000.

The  Company's  balance  sheet  remains  strong,  with  stockholders'  equity of
$65,250,000  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.

                                Year 2000 Issues

At the current time, none of the Company's products contain embedded controllers
or  microprocessors.  None of the products are date  sensitive or subject to the
Year 2000 problem.

The Company has surveyed its  manufacturing  and accounting  systems to identify
any internal Year 2000 problems.  The Company's  U.S.  accounting and management
control  systems are Year 2000  compliant.  Austin  Taylor's  facilities are not
currently  Year 2000  compliant,  and will be upgraded  in the third  quarter of
1998.  The  Company  has also  been in  contact  with its  major  customers  and
suppliers to ensure that Year 2000 issues do not cause any unforseen  electronic
data interchange or other problems. The Company does not expect Year 2000 issues
to have a material effect on the Company's operations or financial results.

- --------------------------------------------------------------------------------
Statements regarding the Company's anticipated performance in future periods are
forward looking and involve risks and  uncertainties,  including but not limited
to:  buying  patterns  of  the  Regional  Bell  Operating  Companies  and  other
customers, competitive products, and other factors.
- --------------------------------------------------------------------------------



                                       10
<PAGE>



                           PART II. OTHER INFORMATION

Items 1 - 3.  Not Applicable

Item 4. Submission of Matters to a Vote of Securities Holders The Annual Meeting
of the  Shareholders of the Registrant was held on May, 19, 1998 in Minneapolis,
MN. The total number of shares  outstanding  and entitled to vote at the meeting
was  9,274,852 of which  8,635,607  were  present  either in person or by proxy.
Shareholders  reelected  board members  Curtis A. Sampson,  Joseph W. Parris and
Gerald D. Pint to three  year  terms  expiring  at the 2001  Annual  Meeting  of
Shareholders. The vote for these board members is summarized below:

                                   In Favor           Abstaining
         Curtis A. Sampson        8,195,629              439,978
         Joseph W. Parris         8,195,909              439,698
         Gerald D. Pint           8,195,129              440,478

Board members continuing in office are Edwin C. Freeman,  Luella Gross Goldberg,
John C. Ortman and Edward E.  Strickland  (whose terms expire at the 1999 Annual
Meeting of Shareholders) and Paul J. Anderson, Wayne E. Sampson and Frederick M.
Green (whose terms expire at the 2000 Annual Meeting of Shareholders).

Shareholders  also approved  amendments to increase the shares  authorized to be
issued under the Company's  Employee  Stock  Purchase Plan by 100,000  shares to
300,000  shares;  and to increase the number of shares  authorized  to be issued
under the Company's 1992 Stock Plan by 500,000 shares to 1,400,000  shares.  The
vote on these amendments is summarized below:

                                          In Favor      Against     Abstaining
Employee Stock Purchase Plan Amendment   7,602,977      116,159        916,471
1992 Stock Plan Amendment                6,274,249    1,444,750        916,608


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  /s/ Paul N. Hanson
                                                   Paul N. Hanson
                                                   Vice President and
                                                   Chief Financial Officer
Date:  August 14, 1998

                                       11
<PAGE>

<TABLE> <S> <C>

<ARTICLE>                                                       5
<CIK>                                                  0000022701
<NAME>                       COMMUNICATIONS SYSTEMS, INC.
<MULTIPLIER>                                                    1
<CURRENCY>                                                      U.S. DOLLARS
       
<S>                                                    <C>
<PERIOD-TYPE>                                                   6-MOS
<FISCAL-YEAR-END>                                          DEC-31-1998
<PERIOD-START>                                             JAN-01-1998
<PERIOD-END>                                               JUN-30-1998
<EXCHANGE-RATE>                                                 1
<CASH>                                                 19,680,673
<SECURITIES>                                               23,850
<RECEIVABLES>                                          13,242,119
<ALLOWANCES>                                              844,000
<INVENTORY>                                            20,491,809
<CURRENT-ASSETS>                                       53,891,810
<PP&E>                                                 28,780,692
<DEPRECIATION>                                         18,126,829
<TOTAL-ASSETS>                                         74,895,219
<CURRENT-LIABILITIES>                                   9,645,472
<BONDS>                                                         0
                                           0
                                                     0
<COMMON>                                                  448,459
<OTHER-SE>                                             64,801,288
<TOTAL-LIABILITY-AND-EQUITY>                           74,895,219
<SALES>                                                34,455,837
<TOTAL-REVENUES>                                       34,455,837
<CGS>                                                  23,861,597
<TOTAL-COSTS>                                          23,861,597
<OTHER-EXPENSES>                                        5,593,711
<LOSS-PROVISION>                                                0
<INTEREST-EXPENSE>                                          2,525
<INCOME-PRETAX>                                         5,786,238
<INCOME-TAX>                                            1,150,000
<INCOME-CONTINUING>                                     4,636,238
<DISCONTINUED>                                                  0
<EXTRAORDINARY>                                                 0
<CHANGES>                                                       0
<NET-INCOME>                                            4,636,238
<EPS-PRIMARY>                                                   0.50
<EPS-DILUTED>                                                   0.50
        

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