=============================================================================== UNITED STATES =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) X OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended SEPTEMBER 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 October 31, 1996 - ----------------------------------- ------------------------------- Common Stock, par value 9,226,309 $.05 per share Total Pages (12) Exhibit Index at (NO EXHIBITS) =============================================================================== 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 9 Part II. Other Information 12 2
PART I. FINANCIAL INFORMATION COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (unaudited) September 30 December 31 Assets: 1996 1995 ____________ ____________ Current assets: Cash $14,892,182 $11,703,536 Marketable securities 859,890 899,469 Receivables, net 11,121,364 8,501,117 Inventories - Note 3 13,211,397 14,828,534 Prepaid expenses 618,163 345,004 Deferred income taxes 869,000 869,000 ____________ ____________ Total current assets 41,571,996 37,146,660 Property, plant and equipment 23,744,102 22,295,204 less accumulated depreciation (15,044,851) (13,637,184) ____________ ____________ Net property, plant and equipment 8,699,251 8,658,020 Net assets of and advances to discontinued Zercom operations 8,364,379 9,255,016 Other assets: Investments in mortgage backed and other securities 4,643,194 5,398,316 Excess of cost over net assets acquired 3,173,596 659,264 Deferred income taxes 354,044 354,044 Other assets 293,744 473,285 ____________ ____________ Total other assets 8,464,578 6,884,909 ____________ ____________ Total Assets $67,100,204 $61,944,605 ____________ ____________ ____________ ____________ Liabilities and Stockholders' Equity: Current liabilities: Notes payable $66,715 Accounts payable $3,157,698 3,181,684 Accrued expenses 2,260,664 1,957,429 Dividends payable 740,278 642,838 Income taxes payable 2,615,638 2,020,363 ____________ ____________ Total current liabilities 8,774,278 7,869,029 Stockholders' Equity 58,325,926 54,075,576 ____________ ____________ Total Liabilities and Stockholders' Equity $67,100,204 $61,944,605 ____________ ____________ ____________ ____________ See notes to consolidated financial statements.
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COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (unaudited) Three Months Ended Sept. 30 Nine Months Ended Sept. 30 ____________________________ ____________________________ 1996 1995 1996 1995 ____________ ____________ ____________ ____________ Revenues from continuing operations: Sales $18,390,779 $16,441,140 $50,618,464 $51,057,478 Costs and expenses: Cost of sales 12,529,048 11,730,923 35,504,434 37,111,694 Selling, general and administrative expenses 2,869,937 2,085,447 7,884,875 6,095,290 ____________ ____________ ____________ ____________ Total costs and expenses 15,398,985 13,816,370 43,389,309 43,206,984 ____________ ____________ ____________ ____________ Operating income from continuing operations 2,991,794 2,624,770 7,229,155 7,850,494 Other income and (expenses): Investment income 175,506 197,472 490,719 698,150 Interest expense (4,492) (7,578) (16,499) (26,129) ____________ ____________ ____________ ____________ Other income, net 171,014 189,894 474,220 672,021 Income from continuing operations before income taxes 3,162,808 2,814,664 7,703,375 8,522,515 Income taxes (Note 4) 730,000 615,000 1,600,000 1,835,000 ____________ ____________ ____________ ____________ Income from continuing operations 2,432,808 2,199,664 6,103,375 6,687,515 Discontinued operations (Note 2): Income (loss) from discontinued Zercom operations, net of income taxes (27,846) (44,291) (355,124) 285,547 Loss on disposal of Zercom operations, including provision of $30,000 for operating losses during disposal period (net of income tax benefit of $133,000) (393,000) (393,000) ____________ ____________ ____________ ____________ Net income $2,011,962 $2,155,373 $5,355,251 $6,973,062 ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ Net income per share: Continuing operations $.26 $.24 $.65 $.73 Discontinued operations (.05) (.01) (.08) .03 ____________ ____________ ____________ ____________ $.21 $.23 $.57 $.76 ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ Average common and common equivalent shares outstanding 9,371,000 9,318,000 9,393,000 9,214,000 ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ See notes to consolidated financial statements.
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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 Total __________________________________________________________________________________________________ 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 5,355,251 5,355,251 Shareholder dividends (2,139,570) (2,139,570) Issuance of common stock under Employee Stock Purchase Plan 14,346 717 157,806 158,523 Issuance of common stock under Employee Stock Option Plan 50,381 2,519 449,652 452,171 Purchase of Communications Systems Inc. common stock (107,330) (5,366) (252,551) (1,068,495) (1,326,412) Issuance of common stock to acquire Automatic Tool and Connector Co. 112,676 5,634 1,712,675 1,718,309 Cumulative translation adjustment 32,078 32,078 _____________ _____________ _____________ _____________ _____________ ____________ ____________ BALANCE at September 30, 1996 9,253,474 $462,674 $21,773,707 $36,287,621 0 ($198,076) $58,325,926 _____________ _____________ _____________ _____________ _____________ ____________ ____________ _____________ _____________ _____________ _____________ _____________ ____________ ____________ See notes to consolidated financial statements.
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COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Nine Months Ended September 30 ___________________________ 1996 1995 ____________ ____________ CASH FLOWS FROM OPERATING ACTIVITIES: Net income from continuing operations $6,103,375 $6,687,515 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,832,389 1,526,599 Adjustment to marketable securities reserve 39,579 (79,175) Changes in assets and liabilities: Decrease in marketable securities 80,000 Increase in accounts receivable (2,101,972) (683,280) Decrease (increase) in inventory 2,078,504 (2,041,979) Increase in prepaid expenses (260,366) (57,721) Decrease in accounts payable (786,495) (657,368) Increase in accrued expenses 304,049 232,257 Increase (decrease) in income taxes payable 591,591 (592,688) ____________ ____________ Net cash provided by operating activities 7,800,654 4,414,160 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (1,576,342) (1,970,799) Decrease in mortgage backed and other investment securities 755,171 15,324 Decrease in other assets 190,377 487,924 Changes in assets and liabilities of discontinued operations 142,513 (1,041,335) Payment for purchase of Austin Taylor Communications, Ltd. (135,131) Payment for purchase of Automatic Tool and Conector Company, Inc., net of cash acquired (1,178,008) ____________ ____________ Net cash used in investing activities (1,801,420) (2,508,886) CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of notes payable (58,969) (117,780) Dividends paid (2,042,130) (1,718,040) Proceeds from issuance of common stock 610,694 1,503,566 Purchases of Communications Systems, Inc. common stock (1,326,412) (220,331) ____________ ____________ Net cash used in financing activities (2,816,817) (552,585) ____________ ____________ EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH 6,229 32,677 ____________ ____________ NET INCREASE IN CASH AND CASH EQUIVALENTS 3,188,646 1,385,366 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 11,703,536 8,746,070 ____________ ____________ CASH AND CASH EQUIVALENTS AT END OF PERIOD $14,892,182 $10,131,436 ____________ ____________ ____________ ____________ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Income taxes paid $1,004,628 $2,607,380 Interest paid 16,499 26,129 See notes to consolidated financial statements.
6 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 September 30, 1996, the statements of income for the three and nine month periods ended September 30, 1996 and 1995, and the statements of cash flows for the nine month periods ended September 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 September 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 September 30 are not necessarily indicative of the operating results for the entire year. NOTE 2 - DISCONTINUED OPERATIONS On November 4, 1996, the Company completed the sale of its contract manufacturing subsidiary, Zercom Corporation, to Nortech Systems, Inc. (Nasdaq National Market: NSYS). Nortech Systems acquired all the assets of Zercom, except cash and accounts receivable, in exchange for $1.5 million cash and a $5.0 million term note secured by Zercom's assets. Loss on disposal of the segment was $393,000, net of a tax benefit of $133,000. The Company's financial statements have been restated to separate the net assets and operating results of Zercom Corporation from the Company's continuing operations. Zercom's operating results were as follows:
Three Months Ended Nine Months Ended September 30 September 30 _______________________ ________________________ 1996 1995 1996 1995 ___________ __________ ___________ ____________ Sales $3,033,690 $3,764,491 $11,846,815 $15,820,117 Costs and expenses 3,077,965 3,846,392 12,401,679 15,383,195 Interest income, net 11,429 17,610 24,740 28,625 ___________ __________ ___________ ____________ Income before income taxes (32,846) (64,291) (530,124) 465,547 Income taxes (benefit) (5,000) (20,000) (175,000) 180,000 ___________ __________ ___________ ____________ Income (loss) from operations (27,846) (44,291) (355,124) 285,547 Loss on disposal of discontinued operations,including provision of $30,000 for operating losses during disposal period net of income tax benefit of $133,000 (393,000) (393,000) ___________ __________ ___________ ____________ Net loss ($420,846) ($44,291) ($748,124) $285,547 ___________ __________ ___________ ____________ ___________ __________ ___________ ____________
7 COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 (continued) Net assets of discontinued Zercom operations consist of:
September 30 December 31 1996 1995 ____________ ____________ Property, plant and equipment $2,335,302 $2,257,288 Inventory 3,965,741 4,694,429 Other working capital 2,157,130 1,957,334 Other assets 299,206 345,965 Accrued loss on disposal, net of tax (393,000) ____________ ____________ Net assets of discontinued operations $8,364,379 $9,255,016 ____________ ____________ ____________ ____________
NOTE 3 - INVENTORIES Inventories summarized below are priced at the lower of first-in, first-out cost or market: September 30 December 31 1996 1995 Finished Goods $3,287,774 $4,231,990 Raw Materials 9,923,623 10,596,544 ------------------- -------------------- Total $13,211,397 $14,828,534 =================== ==================== NOTE 4 - 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 September 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 5 - 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 6 - 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 (market value of $1,718,000 at January 4, 1996). 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, are included in Company operations beginning January 4, 1996. 8 COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Nine Months Ended September 30, 1996 Compared to Nine Months Ended September 30, 1995 Revenues from continuing operations decreased $439,000 or 1% from the 1995 period. Suttle Apparatus sales to domestic (U.S. and Puerto Rico) customers decreased $696,000 or 2%. Sales to the Big 8 telephone companies (the seven Regional Bell Operating Companies and GTE) increased $468,000 or 2% due to increased third quarter shipments of CorroShield products, which offset lower first half shipments attributed to customer inventory overstocks. These sales gains were offset by lower sales to other customer segments. Sales to electrical distributors and original equipment manufacturers decreased $1,074,000 or 24%. Sales to retailers decreased $475,000 or 11%. Sales of fiber optic connectors by Automatic Tool and Connector Co., which the Company acquired in January, 1996, were $3,570,000 in the first nine months of 1996. Sales to international customers decreased $3,313,000 or 25%. Sales by Austin Taylor, the Company's United Kingdom based subsidiary, decreased $2,454,000 or 23% due to the phase-out of certain products previously sold to British Telecom. The Company believes sales to British Telecom have been adversely affected by that company's reaction to privatization and deregulation of the U.K. telecommunications market. As a result of deregulation, British Telecom has reduced its administrative staff by more than 50% and centralized its purchasing around a small number of large suppliers. This has made it difficult for smaller companies such as Austin Taylor to compete for this market. Sales to British Telecom accounted for only 6% of Austin Taylor's sales in the 1996 period, compared to 15.6% of sales in 1995 and 28.4% of sales in 1994. U.S. export sales decreased $819,000 or 44%. Sales in Canada decreased $40,000 or 5%. Gross margin as a percentage of sales was 30% compared to 27% in the 1995 period. 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 18% from 20% in the 1995 period due to increased raw material costs and unfavorable overhead absorption caused by reduced production volume. Selling, general and administrative expenses increased $1,790,000 or 29% 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 associated with efforts to develop export markets for telephone station apparatus products. Operating income from continuing operations decreased $621,000 or 8%. Net other income decreased $198,000 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 21% compared to 22% 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. Income from continuing operations decreased $584,000, or 9%. 9 COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES Three Months Ended September 30, 1996 Compared to Three Months Ended September 30, 1995 Revenues from continuing operations increased $1,950,000 or 12% from the 1995 period. Telephone station apparatus sales to domestic (U.S. and Puerto Rico) customers increased $1,421,000 or 12%. Sales to the Big 8 telephone companies (the seven Regional Bell Operating Companies and GTE) increased $747,000 or 8%. Sales to retailers increased $175,000 or 14%. Sales to electrical distributors and original equipment manufacturers decreased $280,000 or 21%. Sales to other customers (principally distributors serving non-RBOC customers) increased $422,000 or 35%. Sales of fiber optic connectors by Automatic Tool and Connector Co., which the Company acquired in January, 1996, were $1,489,000 in the 1996 period. Sales of telephone station apparatus to international customers decreased $960,000 or 21%. Sales by Austin Taylor, the Company's United Kingdom based subsidiary, decreased $498,000 or 14% due to the phase-out of certain products previously sold to British Telecom. U.S. export sales decreased $357,000 or 47%. Sales in Canada fell $105,000 or 38%. Gross margin as a percentage of sales was 32% compared to 29% in the third 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 from 22% to 20% in the 1996 period due to increased raw material costs and unfavorable overhead absorption caused by reduced production volume. Selling, general and administrative expenses increased $784,000 or 38% 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. Operating income from continuing operations increased $367,000 or 14%. Net other income decreased $19,000 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 23% compared to 22% 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. Income from continuing operations increased $233,000, or 11%. Discontinued Operations During 1996, the Company's Board of Directors concluded that the contract manufacturing business was no longer a strategic fit with the Company's plans for its domestic and international telecommunications business. Accordingly, the Company agreed to sell the assets (except cash and accounts receivable which totaled $2,818,000 at September 30, 1996) of Zercom Corporation (its contract manufacturing unit) to Nortech Systems, Inc. in exchange for $1,500,000 cash and a $5,000,000 five-year note. The transaction was completed November 4, 1996. Contract manufacturing revenues for the nine month period ended September 30, 1996 declined $3,973,000 or 25% from the same period in 1995. The loss before income tax benefits for the 1996 nine months was $530,000 compared to income before taxes of $466,000 in 1995. The 1996 loss includes a $650,000 pre-tax charge against slow-moving electronic fishing products inventory. 10 COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES Discontinued Operations (continued) Revenues for the three month period ended September 30, 1996 declined $731,000 or 19% from the same period in 1995. Loss before income tax benefits for the 1996 three months was $33,000 compared to a $64,000 loss in 1995. The Company has established a reserve for operating losses and losses on disposal of assets it expects to incur in the disposal of the segment. The total loss reserve established, net of associated income tax benefits of $133,000, is $393,000, which includes expected operating losses in the disposal period of $30,000. Liquidity and Capital Commitments At September 30, 1996 the Company's continuing operations held approximately $14,892,000 of cash compared to $11,704,000 at December 31, 1995. Working capital was $32,798,000 compared to $29,278,000 at December 31, 1995. The Company's current ratio was 4.7 to 1, unchanged from year end 1995. Net cash provided by operating activities was $7,801,000 compared to $4,414,000 in the first nine months of 1995. Cash was utilized during the period to pay current liabilities, purchase new plant and equipment, pay dividends, purchase common stock and acquire Automatic Tool and Connector Co., Inc. The Company's balance sheet remains strong, with stockholders' equity of $58,326,000 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%. At September 30, 1996, the Company had purchased and retired 107,330 shares of common stock at a cost of $1,326,000. 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. The acquisition of Automatic Tool and Connector Co. and the disposition of Zercom Corporation as well as other acquisitions and dispositions the Company has made over the past several years have served to expand and focus the Company's telecommunications 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. 11 COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES 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 Paul N. Hanson Paul N. Hanson Vice President and Chief Financial Officer Date: November 12, 1996 12