COMMUNICATIONS SYSTEMS INC
10-Q, 1999-05-14
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    MARCH 31, 1999                   
                               -------------------------------------------------

                                       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 former 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 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 April 30, 1999
Common Stock, par value                                     8,608,294
   $.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 and 
                  Comprehensive 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                                      12



                                       2
<PAGE>

                                         PART I. FINANCIAL INFORMATION

                                 COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES

Item 1.  Financial Statements

                                          CONSOLIDATED BALANCE SHEETS
                                                  (unaudited)

<TABLE>
<CAPTION>
                                                                              March 31               December 31
Assets:                                                                           1999                      1998
                                                                          ------------              ------------
Current assets:
<S>                                                                       <C>                       <C>         
   Cash                                                                   $ 21,832,810              $ 20,405,363
   Receivables, net                                                         19,125,141                14,624,123
   Inventories - Note 2                                                     17,705,069                20,837,508
   Deferred income taxes                                                     1,348,000                 1,348,000
   Other current assets                                                        477,065                   499,549
                                                                          ------------              ------------
      Total current assets                                                  60,488,085                57,714,543

Property, plant and equipment                                               30,994,518                30,654,182
   less accumulated depreciation                                           (19,903,318)              (19,275,422)
                                                                          ------------              ------------
   Net property, plant and equipment                                        11,091,200                11,378,760

Other assets:
  Excess of cost over net assets acquired                                    7,987,588                 8,392,261
  Investments in mortgage backed and other securities                        1,240,830                 1,316,912
  Deferred income taxes                                                        548,047                   548,047
  Notes receivable from sale of assets of
    discontinued operations                                                  3,765,390                 3,765,390
  Other assets                                                                 834,053                   783,799
                                                                          ------------              ------------
      Total other assets                                                    14,375,908                14,806,409
                                                                          ------------              ------------

Total Assets                                                              $ 85,955,193              $ 83,899,712
                                                                          ============              ============

Liabilities and Stockholders' Equity:

Current liabilities:
   Notes payable                                                           $ 9,069,305               $ 9,077,598
   Accounts payable                                                          4,568,389                 4,589,078
   Accrued expenses                                                          3,964,848                 3,823,596
   Dividends payable                                                           881,114                   879,130
   Income taxes payable                                                      2,656,803                 2,076,658
                                                                          ------------              ------------
      Total current liabilities                                             21,140,459                20,446,060

Stockholders' Equity                                                        64,814,734                63,453,652
                                                                          ------------              ------------

Total Liabilities and Stockholders' Equity                                $ 85,955,193              $ 83,899,712
                                                                          ============              ============

                                See notes to consolidated financial statements.
</TABLE>

                                       3
<PAGE>

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

                                                                    Three Months Ended March 31
                                                                ---------------------------------
                                                                        1999                 1998
                                                                ------------         ------------
<S>                                                             <C>                  <C>         
Sales                                                           $ 26,596,892         $ 17,486,063

Costs and expenses:
  Cost of sales                                                   17,561,114           12,242,094
  Selling, general and
    administrative expenses                                        5,774,611            2,958,377
                                                                ------------         ------------
      Total costs and expenses                                    23,335,725           15,200,471
                                                                ------------         ------------

Operating income                                                   3,261,167            2,285,592

Other income and (expenses):
  Investment income                                                  203,635              459,892
  Interest expense                                                  (152,343)              (1,261)
                                                                ------------         ------------
    Other income, net                                                 51,292              458,631

Income before income taxes                                         3,312,459            2,744,223

Income taxes (Note 3)                                                840,000              550,000
                                                                ------------         ------------

Net income                                                         2,472,459            2,194,223
                                                                ------------         ------------

Other comprehensive income -
  Foreign currency translation adjustment                           (231,503)              83,260
                                                                ------------         ------------
Comprehensive income                                             $ 2,240,956          $ 2,277,483
                                                                ============         ============

Basic net income per share                                             $ .28                $ .24
Diluted net income per share                                           $ .28                $ .23


Average Basic Shares Outstanding                                   8,802,972            9,321,576
Average Dilutive Shares Outstanding                                8,832,458            9,418,637

                         See notes to consolidated financial statements.
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>

                                               COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY



                                        Common Stock         Additional                 Stock Option     Cumulative         
                                   ---------------------       Paid-in        Retaine          Notes    Translation
                                      Shares      Amount       Capital        Earnings    Receivable     Adjustment       Total
                                   ---------   ---------    -----------    -----------   -----------    -----------   ------------
<S>                                <C>         <C>         <C>            <C>            <C>            <C>           <C>         
BALANCE AT DECEMBER 31, 1997       9,326,652   $ 466,333   $ 24,132,771   $ 44,552,855   $        -     $  111,737    $ 69,263,696
  Net income                                                                 7,867,425                                   7,867,425
  Issuance of stock to acquire
    JDL Technologies, Inc.           158,005       7,900      2,204,170                                                  2,212,070
  Issuance of common stock under
    Employee Stock Purchase Plan      12,210         610        112,259                                                    112,869
  Issuance of stock under
    Employee Stock Option Plan        84,834       4,242        938,102                                                    942,344
  Tax benefit from non qualified
    employee stock options                                       37,017                                                     37,017
  Issuance of notes receivable
     for stock options, net                                                                (288,225)                      (288,225)
  Purchase of stock                 (790,400)    (39,520)    (2,173,405)   (11,052,325)                                (13,265,250)
  Shareholder dividends                                                     (3,505,492)                                 (3,505,492)
  Foreign currency translation
   adjustment                                                                                               77,198          77,198
                                   ---------   ---------    -----------    -----------   -----------    -----------   ------------
BALANCE AT DECEMBER 31, 1998       8,791,301     439,565     25,250,914     37,862,463     (288,225)       188,935      63,453,652
  Net income                                                                 2,472,459                                   2,472,459
  Issuance of common stock to
    Employee Stock Ownership Plan     19,893         995        234,005                                                    235,000
  Purchase of stock                  (23,400)     (1,170)       (67,679)      (164,911)                                   (233,760)
  Shareholder dividends                                                       (881,114)                                   (881,114)
  Foreign currency translation
    adjustment                                                                                             (231,503)      (231,503)
                                   ---------   ---------    -----------    -----------   -----------    -----------   ------------
BALANCE AT MARCH 31, 1999          8,787,794   $ 439,390   $ 25,417,240   $ 39,288,897   $  (288,225)   $   (42,568)  $ 64,814,734
                                   =========   =========    ===========    ===========   ===========    ===========   ============

                                                 See notes to consolidated financial statements.
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>

                                        COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                         (unaudited)
                                                                                                Three Months Ended March 31
                                                                                             --------------------------------
                                                                                                     1999                1998
                                                                                             ------------        ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                          <C>                 <C>         
     Net income                                                                              $  2,472,459        $  2,194,223
     Adjustments to reconcile net income
       to net cash provided by operating activities:
         Depreciation and amortization                                                          1,112,287             677,812
         Changes in assets and liabilities:
           Decrease (increase) in accounts receivable                                          (4,553,860)          1,621,219
           Decrease (increase) in inventory                                                     3,076,917          (1,285,723)
           Decrease in other current assets                                                        20,315             313,256
           Increase in accounts payable                                                            23,607             282,969
           Increase in accrued expenses                                                           300,733             936,080
           Increase (decrease) in income taxes payable                                            584,509             (85,423)
                                                                                             ------------        ------------
             Net cash provided by operating activities                                          3,036,967           4,654,413

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                                                        (478,221)         (1,005,875)
     Maturities of mortgage-backed and other investment securities                                 76,082             433,874
     Increase in other assets                                                                     (56,950)           (466,727)
     Proceeds from maturities of U.S. Treasury securities                                                           5,249,314
                                                                                             ------------        ------------
           Net cash provided by (used in) investing activities                                   (459,089)          4,210,586

CASH FLOWS FROM FINANCING ACTIVITIES:
     Repayment of notes payable                                                                    (8,293)
     Dividends paid                                                                              (879,130)           (839,399)
     Proceeds from issuance of common stock                                                                           325,787
     Purchase of stock                                                                           (233,760)         (2,101,131)
                                                                                             ------------        ------------
           Net cash used in financing activities                                               (1,121,183)         (2,614,743)
                                                                                             ------------        ------------

EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH                                                   (29,248)             45,008
                                                                                             ------------        ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                       1,427,447           6,295,264

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                               20,405,363          17,942,315
                                                                                             ------------        ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                   $ 21,832,810        $ 24,237,579
                                                                                             ============        ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Income taxes paid                                                                       $    259,855        $    633,340
     Interest paid                                                                                 46,427               1,261

                                               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 March 31, 1999,
the  statements of income and  comprehensive  income and the  statements of cash
flows  for the  three-month  periods  ended  March  31,  1999 and 1998 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
March 31, 1999 and 1998 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,  1998  Annual  Report  to
Shareholders.  The results of operations  for the periods ended March 31 are not
necessarily indicative of the operating results for the entire year.

Effective  December 1, 1998,  the  Company  acquired  all the  capital  stock of
Transition  Networks,  Inc. for $8,507,000 (cash payments net of cash acquired).
The  transaction  is being  accounted for as a purchase,  and the  operations of
Transition  Networks,  Inc. are included in  consolidated  operations  as of the
effective  date.  Excess cost over net assets  acquired in the  transaction  was
$4,047,000, which is being amortized on a straight-line basis over 5 years.

Effective  August 7, 1998, in a noncash  transaction,  the Company  acquired JDL
Technologies,  Inc. in  exchange  for 158,005  shares of its common  stock.  The
acquisition was accounted for as a purchase.  The excess of cost over net assets
acquired  in the  transaction  was  $2,223,000  which  is being  amortized  on a
straight-line basis over 5 years. The results of operations of JDL Technologies,
Inc. have been included in the Company's operations effective August 7, 1998.

Unaudited  consolidated results of operations on a pro forma basis as though the
acquisitions were effective January 1, 1998 are as follows:

                                               Three Months Ended March 31, 1998
                                               ---------------------------------
Revenues                                              $         23,861,817
Net income                                                       1,685,968
Basic net income per share                            $                .18
Diluted net income per share                          $                .18

In February, 1999 the Company issued 19,893 shares of the Company's common stock
to the Employee  Stock  Ownership Plan in payment of its 1998  obligation.  In a
noncash  transaction,  the Company recorded additional  stockholders'  equity of
$235,000  (reflecting  the  market  value  of  the  stock  at  the  time  of the
contribution) and reduced accrued expenses by the same amount.



                                       7
<PAGE>

NOTE 2 - INVENTORIES

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

                                            March 31           December 31
                                              1999                  1998
Finished Goods                   $         6,484,389  $          8,450,447
Raw Materials                             11,220,680            12,387,061
                                 -------------------  --------------------
       Total                     $        17,705,069  $         20,837,508
                                 ===================  ====================

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 March 31, 1999
and 1998 income taxes do not bear a normal  relationship to income before income
taxes,  primarily  because income from Puerto Rico operations is  taxed at rates
lower than the U.S. rate.
                                     

NOTE 4 - NET INCOME PER SHARE

Basic net income per common  share is based on the  weighted  average  number of
common shares  outstanding during each year. Diluted net income per common share
takes into effect the dilutive  effect of potential  common shares  outstanding.
The Company's only potential common shares outstanding are stock options,  which
resulted  in a dilutive  effect of 29,486  shares and 97,061  shares in 1999 and
1998,  respectively.  The Company  calculates the dilutive effect of outstanding
options using the treasury stock method.

NOTE 5 - SUBSEQUENT EVENT

On  March  12,  1999,  the  Company  signed  an  agreement  to  purchase  LANart
Corporation,  a manufacturer of application specific integrated circuits located
in Needham, Massachusetts,  for approximately $6,000,000. LANart Corporation had
sales of  approximately  $10,687,000  and a net loss of $1,151,000  for its most
recent  fiscal  year  ended  December  31,  1998.  The  Company  completed  this
acquisition in April 1999.

NOTE 6 - SEGMENT INFORMATION

The  Company  classifies  its  businesses  into three  segments:  Suttle,  which
manufactures U.S.  standard modular  connecting and wiring devices for voice and
data  communications;  Austin Taylor,  which manufactures  British standard line
jacks,  patch  panels,  wiring  harness  assemblies,  metal boxes,  distribution
cabinets and distribution and central office frames;  Transition Networks, which
designs and markets data transmission and computer network  products;  and other
operations.  Information  concerning the Company's continuing  operations in the
various segments is as follows:


                                       8
<PAGE>

<TABLE> 
<CAPTION>
                                                                Austin         Transition         
                                               Suttle           Taylor          Networks          Other      Consolidated
                                       -----------------------------------------------------------------------------------

Three Months Ended March 31, 1999:
<S>                                       <C>               <C>             <C>             <C>              <C>         
Revenues                                  $ 15,970,208      $ 2,807,495     $  6,765,382    $  1,053,807     $ 26,596,892
Cost of sales                               10,245,881        2,251,862        4,342,829         720,542       17,561,114
                                       -----------------------------------------------------------------------------------
Gross profit                                 5,724,327          555,633        2,422,553         333,265        9,035,778
Selling, general and
  administrative expenses                    1,947,844          339,808        2,514,964         971,995        5,774,611
                                       -----------------------------------------------------------------------------------
Operating income (loss)                   $  3,776,483      $   215,825     $    (92,411)   $   (638,730)    $  3,261,167
                                       ===================================================================================

Depreciation and amortization             $    529,632      $   161,274     $    262,243    $    159,138     $  1,112,287
                                       ===================================================================================
Assets                                    $ 55,284,130      $ 6,903,216     $ 11,786,255    $ 11,981,592     $ 85,955,193
                                       ===================================================================================
Capital expenditures                      $    280,093      $   117,705     $     60,145    $     20,278     $    478,221
                                       ==================================================================================

Three Months Ended March 31, 1998:
Revenues                                  $ 14,148,314      $ 3,337,749                                      $ 17,486,063
Cost of sales                                9,601,030        2,641,064                                        12,242,094
                                       -----------------------------------------------------------------------------------
Gross profit                                 4,547,284          696,685                                         5,243,969
Selling, general and
  administrative expenses                    2,235,389          323,321                     $    399,667        2,958,377
                                       -----------------------------------------------------------------------------------
Operating income (loss)                   $  2,311,895      $   373,364                     $   (399,667)    $  2,285,592
                                       ==================================================================================

Depreciation and amortization             $    507,527      $   138,521                     $     31,764     $    677,812
                                       ==================================================================================
Assets                                    $ 56,258,045      $ 9,900,317                     $ 12,192,432     $ 78,350,794
                                       ==================================================================================
Capital expenditures                      $    935,029      $    49,773                     $     21,073     $  1,005,875
                                       ==================================================================================
</TABLE>



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

                  Three Months Ended March 31, 1999 Compared to
                        Three Months Ended March 31, 1998

Consolidated sales increased 52% to $26,597,000.  Consolidated  operating income
increased 43% to $3,261,000.

Suttle  sales  increased  13% to  $15,970,000.  Sales to customers in the United
States  (U.S.)  increased  14% to  $15,384,000.  Sales  to the  Big 6  telephone
companies (the five Regional Bell Operating Companies (RBOCs) and GTE) increased
27% to $10,009,000.  Sales to these customers accounted for 65% of Suttle's U.S.
customer sales. Sales to distributors,  original equipment manufacturers (OEMs),
and electrical contractors increased $426,000, or 12%. Sales to retail customers
decreased  $550,000  or 39% due to  decreased  sales  to Radio  Shack,  which is
Suttle's  principal retail customer.  Suttle's export sales,  including sales to
Canada decreased 9% to $586,000.

The sales  increases  were mainly of  Suttle's  CorroShield  and data  products.
CorroShield  product  sales  increased  33%,  reflecting a return to more normal
buying  patterns  by  the  RBOCs,  which  are  CorroShield's   major  customers.
CorroShield  products are continuing to displace  conventional  voice connecting
products, sales of which declined 3% in the 1999 quarter. Sales of data products
increased 22%. Sales of fiber-optic connector products decreased 26%.



                                       9
<PAGE>

Suttle's  gross margins  increased 26% to  $5,724,000.  Gross margin  percentage
improved to 35.8% in 1999 from 32.1% in 1998.  The  improvement  in gross margin
was due to product mix. The fastest selling  products in 1999  (CorroShield  and
data products) tended to be the products with the highest margins.  Margins also
benefited from Suttle's inventory overstock at the end of 1998. No extra
production costs were incurred to meet the increase in sales.  Selling,  general
and administrative  expenses declined $288,000 or 13%. 1998 expenses were higher
than  normal  due to a  campaign  to  increase  export  sales  and sales of data
products. Suttle's operating income increased $1,465,000 or 63%.

Austin  Taylor's  sales  decreased  16% to  $2,807,000.  The decrease was due to
reduced sales of CATV products  caused by major  reductions of cable  television
construction  activity in the U.K. and below plan sales to Pacific Rim telephone
companies.  Austin Taylor's gross margin declined 20% to $556,000.  Gross margin
as a  percentage  of sales was 19.8%  compared to 20.9% in 1998.  The decline in
gross margin was principally due to lower business volume. Selling,  general and
administrative  expenses increased $16,000.  Operating income decreased $158,000
or 42%.

The Company  acquired  JDL  Technologies,  Inc. in August,  1998 and  Transition
Networks, Inc. in December, 1998. While the Company expects both acquisitions to
make positive contributions in future periods,  neither had a positive impact in
the 1999 period. JDL had sales of $1,054,000 in the period and an operating loss
of $242,000. Government funding delays for new telecommunications infrastructure
in the public schools negatively  affected JDL's  performance.  TNI had sales of
$6,765,000 and an operating loss of $92,000.  Transition  Network's  performance
was hurt by the lack of manufacturing margins on sales inventory in stock at the
time it was acquired by the Company.  CSI's  corporate  operating  expenses were
$396,000 compared to $399,000 in the 1998 period.
                                       
Consolidated investment income, net of interest expense,  decreased $407,000 due
to decreased  levels of funds  available  for  investment  and interest on notes
payable associated with acquisitions.  Income from continuing  operations before
income taxes increased $568,000 or 21%. The Company's  effective income tax rate
was 25.4%  compared to 20.0% in 1998.  The  increase in the tax rate was because
the Company did not  generate  sufficient  tax credits in Puerto Rico to shelter
all of its Puerto Rico earnings. Net income increased $278,000 or 13%.

                         Liquidity and Capital Resources

At March 31, 1999,  the Company had  approximately  $21,833,000 of cash and cash
equivalents compared to $20,405,000 of cash and cash equivalents at December 31,
1998. The Company had working capital of approximately $39,348,000 and a current
ratio of 2.9 to 1 compared to working capital of $37,268,000 and a current ratio
of 2.8 to 1 at the end of 1998.

Cash flow provided by operations was approximately $3,037,000 in the first three
months of 1999 compared to  $4,654,000 in the same period in 1998.  The decrease
was due to the need to finance  increased  accounts  receivable levels caused by
the Company's  increased  sales volume.  Cash flow  benefited in the 1999 period
from decreased  inventory levels, as the Company was able to satisfy some of the
increased customer demand out of existing stocks.

                                       10
<PAGE>

Investing  activities  utilized  $459,000  of  cash  in the  1999  period.  Cash
investments in new plant and equipment totaled  $478,000,  which was financed by
internal  cash  flows.  The  Company  expects  to spend  $3,500,000  on  capital
additions in 1999. The Company spent an additional  $6,000,000 in April, 1999 to
acquire  LANart  Corporation.  The Company  financed  that  acquisition  using a
combination  of  internal  funds  and  short-term   borrowing  from  U.S.  Bank.
Short-term notes payable  outstanding,  which were $9,069,000 at March 31, 1999,
increased to  $10,166,000  after the LANart  acquisition  was  completed.  . The
Company expects to repay or refinance this debt in 1999.

Net cash used in financing activities was $1,121,000.  The Company purchased and
retired 23,400 shares of its stock in open market  transactions  during the 1999
period.  At March 31, 1999 Board  authorizations  are outstanding to purchase an
additional  186,200 shares.  The Company purchased an additional  180,000 shares
under this authorization in April 1999. Dividends paid on common stock increased
to $879,000.

In the opinion of  management,  based on the  Company's  current  financial  and
operating  position and  projected  future  expenditures,  sufficient  funds are
available to meet the Company's  anticipated  operating and capital  expenditure
needs.

                                Year 2000 Issues

Most older  computer  software  was  originally  designed to use  references  to
calendar dates on an  abbreviated  basis.  Under this system,  references to the
calendar year are  abbreviated to the last two digits of the year,  i.e. 1999 is
abbreviated  as "99".  Software  using this system often fails to recognize that
the year 2000,  abbreviated as "00",  follows 1999. This "Y2K" problem can cause
computing errors in date sensitive processes.  In 1998, the Company surveyed its
operations  to locate  computer  systems that could be subject to this error and
initiated a program of corrective action.

The Company's  accounting  and management  control  systems at Suttle and Austin
Taylor utilize a company-wide computer network centered in the Company's Hector,
MN corporate office. The hardware and software used in operating the network are
all purchased from third party suppliers.  The Company has contracted with these
suppliers and obtained the necessary  hardware and software to bring its central
computer  system and data network into Y2K compliance on a current  basis.  Cost
hardware  and  software  purchased  as part of the Y2K  compliance  program  was
$150,000. The Company did not separately track internal costs of Y2K compliance.

In 1998, the Company acquired JDL  Technologies,  Inc. and Transition  Networks,
Inc. These  operations are not presently part of the Company's  central computer
network. Both operations utilize personal computer based computing networks that
were materially Y2K compliant prior to their acquisition by the Company.

At the  present  time,  Suttle,  Austin  Taylor and  Transition  Networks do not
manufacture products containing embedded controllers or microprocessors that are
date  sensitive or subject to the Y2K  problem.  The Company does not believe it
has any warranty exposure to customers due to potential Y2K problems.

                                       11
<PAGE>

The Company has also been in contact with its major  customers  and suppliers to
estimate  the  extent  to which it may be  vulnerable  to their  respective  Y2K
problems.  The  Company is  reliant on third  parties  for  critical  functions,
including   raw   materials   and   supplies,   transportation,   utilities  and
communications  services.  Multiple  sources of supply are available for most of
these products and services.  The Company has not received any  indication  from
these  parties  that  they  will  not be Y2K  compliant.  If  the  Company  does
experience any Y2K related problems with third parties it is likely to be in the
nature of short-term spot shortages of raw materials or  manufacturing  supplies
which would not materially affect the Company's operations.

At the present time,  the Company  expects to handle any Y2K problems that occur
as part of the ordinary course of business.  No special  contingency  plans have
been developed.  The Company will continue to monitor its Y2K situation and will
respond appropriately if any problem arises.

PART II.  OTHER INFORMATION

Items 1 - 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:  May 14, 1999

                                       12
<PAGE>

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