UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

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

For the quarterly period ended March 31, ~~2020~~2021

☐

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: 001-31588

COMMUNICATIONS SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

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

10900 Red Circle Drive, Minnetonka, MN		55343
(Address of principal executive offices)		(Zip Code)

(952) 996-1674

Registrant’s telephone number, including area code

Securities Registered Pursuant to Section 12(b) of the Act


Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value , $.05 per share	JCS	Nasdaq

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 ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company, ~~(as defined by~~” and “emerging growth company” in Rule 12b-2 of the Exchange ~~Act).~~Act.

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☒

Smaller Reporting Company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐[ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. YES ☐ NO ☒

~~Securities Registered Pursuant to Section 12(b) of the Act~~

~~Title of Each Class~~	~~Trading Symbol~~	~~Name of each exchange on which registered~~
~~Common Stock, par value , $.05 per share~~	~~JCS~~	~~Nasdaq~~

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.

Outstanding at May 1, ~~2020~~2021

~~9,351,486~~9,320,475

INTRODUCTORY NOTE

As disclosed in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Recent Developments: Proposed Merger with Pineapple Energy and Proposed Sale of E&S Segment Businesses” and Note 16 of Notes to Financial Statements in Part I, Item 1, Financial Information, on March 1, 2021 and April 28, 2021, respectively, Communications Systems, Inc. (“CSI” or the “Company”) entered into (i) the Pineapple Merger agreement and (ii) the E&S Segment Sale stock purchase agreement, each of which are subject to CSI shareholder approval.

The financial statements, notes to financial statements, Management's Discussion and Analysis, and other information contained in this Form 10-Q are based on the Company’s financial operations in the 2021 first quarter and except as expressly forth in this Form 10-Q, do not reflect the effect of these transactions.

COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES

INDEX

			Page No.
Part I.	Financial Information

	Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets			3 4

	Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)			4 5

	Condensed Consolidated Statements of Changes in Stockholders’ Equity			5 6

	Condensed Consolidated Statements of Cash Flows			6 7

	Notes to Condensed Consolidated Financial Statements			7 8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21 23

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk		28 33

	Item 4.	Controls and Procedures		28 34

Part II.	Other Information			29 35

SIGNATURES CERTIFICATIONS				30
~~CERTIFICATIONS~~			36

COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

ASSETS
	March 31			December 31
	2021			2020
CURRENT ASSETS:
Cash and cash equivalents	$	14,747,054		$	13,092,484
Investments		693,424			2,759,024
Trade accounts receivable, less allowance for
doubtful accounts of $137,000 and $121,000, respectively		8,673,414			10,177,445
Inventories		8,218,822			8,696,880
Prepaid income taxes		—			35,948
Other current assets		1,330,487			996,472
TOTAL CURRENT ASSETS		33,663,201			35,758,253

PROPERTY, PLANT AND EQUIPMENT, net		7,088,892			7,242,072
OTHER ASSETS:
Investments		7,064,665			7,109,212
Goodwill		2,086,393			2,086,393
Operating lease right of use asset		362,812			413,415
Intangible assets, net		2,661,541			2,775,361
Other assets, net		180,734			171,619
TOTAL OTHER ASSETS		12,356,145			12,556,000
TOTAL ASSETS	$	53,108,238		$	55,556,325

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	2,685,775		$	2,378,449
Accrued compensation and benefits		1,776,982			2,298,075
Operating lease liability		217,133			213,553
Other accrued liabilities		1,440,107			1,524,515
Accrued consideration		—			550,000
Income taxes payable		2,225			—
Dividends payable		5,387			16,147
Deferred revenue		589,444			456,912
TOTAL CURRENT LIABILITIES		6,717,053			7,437,651
LONG TERM LIABILITIES:
Long-term compensation plans		142,835			116,460
Operating lease liability		140,105			197,308
Deferred revenue		386,314			310,179
TOTAL LONG-TERM LIABILITIES		669,254			623,947
COMMITMENTS AND CONTINGENCIES (Footnote 9)
STOCKHOLDERS' EQUITY
Preferred stock, par value $1.00 per share; 3,000,000 shares authorized; none issued
Common stock, par value $.05 per share; 30,000,000 shares
authorized; 9,448,129 and 9,321,927 shares issued and
outstanding, respectively		472,406			466,096
Additional paid-in capital		43,969,776			43,572,114
Retained earnings		1,948,084			4,135,284
Accumulated other comprehensive loss		(668,335	)		(678,767	)
TOTAL STOCKHOLDERS' EQUITY		45,721,931			47,494,727
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	53,108,238		$	55,556,325

The accompanying notes are an integral part of the condensed consolidated financial statements.

COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED ~~BALANCE SHEETS~~
~~(Unaudited)~~
STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

~~ASSETS~~(Unaudited)

March 31

December 31

2020

2019

CURRENT ASSETS:

Cash and cash equivalents

$
20,561,982

$
13,928,504

Restricted cash

479,128

679,006

Investments

11,299,604

9,449,650

Trade accounts receivable, less allowance for doubtful accounts of $151,000 and $154,000, respectively

6,565,654

10,242,405

Inventories

8,089,911

8,531,112

Prepaid income taxes

77,078

72,994

Other current assets

1,118,883

1,160,865

Current assets held for sale

—

5,337,274

TOTAL CURRENT ASSETS

48,192,240

49,401,810

PROPERTY, PLANT AND EQUIPMENT, net

7,951,593

8,238,089

OTHER ASSETS:

Investments

355,000

250,000

Deferred income taxes

—

9,534

Operating lease right of use asset

339,933

367,909

Non-current assets held for sale

—

883,370

TOTAL OTHER ASSETS

694,933

1,510,813

TOTAL ASSETS

$
56,838,766

$
59,150,712

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:

Accounts payable

$
2,675,534

$
3,720,445

Accrued compensation and benefits

2,390,525

3,517,331

Operating lease liability

113,022

115,935

Other accrued liabilities

2,220,269

2,602,752

Dividends payable

200,708

200,363

Current liabilities held for sale

—

1,193,218

TOTAL CURRENT LIABILITIES

7,600,058

11,350,044

LONG TERM LIABILITIES:

Long-term compensation plans

67,175

164,348

Operating lease liability

208,831

244,038

TOTAL LONG-TERM LIABILITIES

276,006

408,386

COMMITMENTS AND CONTINGENCIES (Footnote 8)

STOCKHOLDERS’ EQUITY

Preferred stock, par value $1.00 per share; 3,000,000 shares authorized; none issued

Common stock, par value $.05 per share; 30,000,000 shares authorized; 9,346,966 and 9,252,749 shares issued and outstanding, respectively

467,347

462,637

Additional paid-in capital

43,381,778

42,977,914

Retained earnings

5,957,796

4,649,395

Accumulated other comprehensive loss

(844,219
)

(697,664
)
TOTAL STOCKHOLDERS’ EQUITY

48,962,702

47,392,282

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$
56,838,766

$
59,150,712

	Three Months Ended March 31
	2021			2020

Sales	$	10,159,315		$	9,162,742
Cost of sales		5,942,677			5,425,595
Gross profit		4,216,638			3,737,147
Operating expenses:
Selling, general and administrative expenses		5,219,731			4,960,890
Acquisition-related costs		1,143,423			—
Total operating expenses		6,363,154			4,960,890
Operating loss from continuing operations		(2,146,516	)		(1,223,743	)
Other income (expenses):
Investment and other (expense) income		(10,855	)		111,757
Gain on sale of assets		—			308,403
Interest and other expense		(2,277	)		(9,593	)
Other (expense) income, net		(13,132	)		410,567
Operating loss from continuing operations before income taxes		(2,159,648	)		(813,176	)
Income tax expense (benefit)		1,203			(4,457	)
Net loss from continuing operations		(2,160,851	)		(808,719	)
Net income from discontinued operations, net of tax		—			2,313,352
Net (loss) income		(2,160,851	)		1,504,633

Other comprehensive income (loss), net of tax:
Unrealized loss on available-for-sale securities		(9,299	)		(14,452	)
Foreign currency translation adjustment		19,731			(132,103	)
Total other comprehensive income (loss)		10,432			(146,555	)
Comprehensive (loss) income	$	(2,150,419	)	$	1,358,078


Basic net (loss) income per share:
Continuing operations	$	(0.23	)	$	(0.09	)
Discontinued operations		—			0.25
	$	(0.23	)	$	0.16

Diluted net (loss) income per share:
Continuing operations	$	(0.23	)	$	(0.09	)
Discontinued operations		—			0.25
	$	(0.23	)	$	0.16

Weighted Average Basic Shares Outstanding		9,332,589			9,265,590
Weighted Average Dilutive Shares Outstanding		9,332,589			9,445,299
Dividends declared per share	$	—		$	0.02

The accompanying notes are an integral part of the condensed consolidated financial statements.

COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)

For the Three Months Ended March 31, 2021
													Accumulated
							Additional						Other
	Common Stock						Paid-in			Retained			Comprehensive
	Shares			Amount			Capital			Earnings			Loss			Total
BALANCE AT DECEMBER 31, 2020		9,321,927		$	466,096		$	43,572,114		$	4,135,284		$	(678,767	)	$	47,494,727
Net loss		—			—			—			(2,160,851	)		—			(2,160,851	)
Issuance of common stock under
Employee Stock Purchase Plan		5,647			282			25,524			—			—			25,806
Issuance of common stock to
Employee Stock Ownership Plan		72,203			3,610			326,358			—			—			329,968
Issuance of common stock under
Executive Stock Plan		68,959			3,448			—			—			—			3,448
Share based compensation		—			—			141,836			—			—			141,836
Other share retirements		(20,607	)		(1,030	)		(96,056	)		(26,347	)		—			(123,433	)
Shareholder dividends ($0.00 per share)		—			—			—			(2	)		—			(2	)
Other comprehensive income		—			—			—			—			10,432			10,432
BALANCE AT MARCH 31, 2021		9,448,129		$	472,406		$	43,969,776		$	1,948,084		$	(668,335	)	$	45,721,931

For the Three Months Ended March 31, 2020
													Accumulated
							Additional						Other
	Common Stock						Paid-in			Retained			Comprehensive
	Shares			Amount			Capital			Earnings			Loss			Total
BALANCE AT DECEMBER 31, 2019		9,252,749		$	462,637		$	42,977,914		$	4,649,395		$	(697,664	)	$	47,392,282
Net income		—			—			—			1,504,633			—			1,504,633
Issuance of common stock under
Employee Stock Purchase Plan		3,549			177			21,720			—			—			21,897
Issuance of common stock to
Employee Stock Ownership Plan		66,059			3,303			404,281			—			—			407,584
Issuance of common stock under
Executive Stock Plan		46,584			2,329			—			—			—			2,329
Share based compensation		—			—			79,168			—			—			79,168
Other share retirements		(21,975	)		(1,099	)		(101,305	)		(6,382	)		—			(108,786	)
Shareholder dividends ($0.02 per share)		—			—			—			(189,850	)		—			(189,850	)
Other comprehensive loss		—			—			—			—			(146,555	)		(146,555	)
BALANCE AT MARCH 31, 2020		9,346,966		$	467,347		$	43,381,778		$	5,957,796		$	(844,219	)	$	48,962,702

The accompanying notes are an integral part of the condensed consolidated financial statements.

COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(2,160,851	)	$	1,504,633
Net income from discontinued operations, net of tax		—			2,313,352
Net loss from continuing operations		(2,160,851	)		(808,719	)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization		260,321			211,461
Share based compensation		141,836			79,168
Deferred taxes		—			9,534
Gain on sale of assets		—			(308,403	)
Changes in assets and liabilities:
Trade accounts receivable		1,506,254			3,641,383
Inventories		478,058			371,202
Prepaid income taxes		35,948			(4,085	)
Other assets, net		(326,681	)		25,874
Accounts payable		306,881			(1,025,979	)
Accrued compensation and benefits		(165,147	)		(811,873	)
Other accrued liabilities		120,736			(373,465	)
Income taxes payable		2,225			—
Net cash provided by operating activities - continuing operations		199,580			1,006,098
Net cash used in operating activities - discontinued operations		—			(765,468	)
Net cash provided by operating activities		199,580			240,630
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(8,818	)		(56,917	)
Purchases of investments		—			(8,417,689	)
Proceeds from the sale of property, plant and equipment		—			420,000
Proceeds from the sale of investments		2,100,848			6,448,284
Net cash provided by (used in) investing activities - continuing operations		2,092,030			(1,606,322	)
Net cash provided by investing activities - discontinued operations		—			8,110,179
Net cash provided by investing activities		2,092,030			6,503,857
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid		(10,762	)		(189,505	)
Proceeds from issuance of common stock, net of shares withheld		29,254			24,226
Payment of contingent consideration related to acquisition		(550,000	)		—
Purchase of common stock		(123,433	)		(108,786	)
Net cash used in financing activities		(654,941	)		(274,065	)
EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH		17,901			(36,822	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		1,654,570			6,433,600
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD		13,092,484			14,607,510
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	14,747,054		$	21,041,110
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Income taxes refunded	$	(36,971	)	$	(7,398	)
Interest paid		2,363			9,467
Dividends declared not paid		5,387			200,708

The accompanying notes are an integral part of the condensed consolidated financial statements.

~~COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES~~
~~CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME~~
~~(Unaudited)~~

Three Months Ended March 31

2020

2019

Sales

$
9,162,742

$
11,216,170

Cost of sales

5,425,595

6,589,954

Gross profit

3,737,147

4,626,216

Operating expenses:

Selling, general and administrative expenses

4,960,890

5,447,595

Total operating expenses

4,960,890

5,447,595

Operating loss from continuing operations

(1,223,743
)

(821,379
)
Other income (expenses):

Investment and other income

111,757

44,890

Gain (loss) on sale of assets

308,403

(9,935
)
Interest and other expense

(9,593
)

(9,444
)
Other income, net

410,567

25,511

Operating loss from continuing operations before income taxes

(813,176
)

(795,868
)
Income tax benefit

(4,457
)

(3,972
)
Net loss from continuing operations

(808,719
)

(791,896
)
Net income from discontinued operations, net of tax

2,313,352

1,032,009

Net income

1,504,633

240,113

Other comprehensive (loss) income, net of tax:

Unrealized loss on available-for-sale securities

(14,452
)

—

Foreign currency translation adjustment

(132,103
)

28,618

Total other comprehensive (loss) income

(146,555
)

28,618

Comprehensive income

$
1,358,078

$
268,731

Basic net income (loss) per share:

Continuing operations

$
(0.09
)

$
(0.08
)
Discontinued operations

0.25

0.11

$
0.16

$
0.03

Diluted net income (loss) per share:

Continuing operations

$
(0.09
)

$
(0.08
)
Discontinued operations

0.25

0.11

$
0.16

$
0.03

Weighted Average Basic Shares Outstanding

9,265,590

9,176,093

Weighted Average Dilutive Shares Outstanding

9,445,299

9,176,093

Dividends declared per share

$
0.02

$
0.02

~~The accompanying notes are an integral part of the condensed consolidated financial statements.~~

~~COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES~~
~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY~~
~~(Unaudited)~~

~~For the Three Months Ended March 31, 2020~~

Accumulated

Additional

Other

Common Stock

Paid-in

Retained

Comprehensive

Shares

Amount

Capital

Earnings

Loss

Total

BALANCE AT DECEMBER 31, 2019

9,252,749

$
462,637

$
42,977,914

$
4,649,395

$
(697,664
)

$
47,392,282

Net income

—

—

—

1,504,633

—

1,504,633

Issuance of common stock under Employee Stock Purchase Plan

3,549

177

21,720

—

—

21,897

Issuance of common stock to Employee Stock Ownership Plan

66,059

3,303

404,281

—

—

407,584

Issuance of common stock under Executive Stock Plan

46,584

2,329

—

—

—

2,329

Share based compensation

—

—

79,168

—

—

79,168

Other share retirements

(21,975
)

(1,099
)

(101,305
)

(6,382
)

—

(108,786
)
Shareholder dividends ($0.02 per share)

—

—

—

(189,850
)

—

(189,850
)
Other comprehensive loss

—

—

—

—

(146,555
)

(146,555
)
BALANCE AT MARCH 31, 2020

9,346,966

$
467,347

$
43,381,778

$
5,957,796

$
(844,219
)

$
48,962,702

~~For the Three Months Ended March 31, 2019~~

Accumulated

Additional

Other

Common Stock

Paid-in

Retained

Comprehensive

Shares

Amount

Capital

Earnings

Loss

Total

BALANCE AT DECEMBER 31, 2018

9,158,438

$
457,922

$
42,680,499

$
(734,001
)

$
(751,293
)

$
41,653,127

Net income

—

—

—

240,113

—

240,113

Issuance of common stock under Employee Stock Purchase Plan

13,421

671

26,574

—

—

27,245

Issuance of common stock to Employee Stock Ownership Plan

132,826

6,641

262,995

—

—

269,636

Issuance of common stock under Executive Stock Plan

4,575

229

—

—

—

229

Share based compensation

—

—

69,687

—

—

69,687

Other share retirements

(740
)

(37
)

(3,422
)

1,494

—

(1,965
)
Shareholder dividends ($0.02 per share)

—

—

—

(185,425
)

—

(185,425
)
Other comprehensive income

—

—

—

—

28,618

28,618

BALANCE AT MARCH 31, 2019

9,308,520

$
465,426

$
43,036,333

$
(677,819
)

$
(722,675
)

$
42,101,265

~~The accompanying notes are an integral part of the condensed consolidated financial statements.~~

~~COMMUNICATIONS SYSTEMS, INC. AND SUBSIDIARIES~~
~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~
~~(Unaudited)~~

Three Months Ended March 31

2020

2019

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$
1,504,633

$
240,113

Net income from discontinued operations, net of tax

2,313,352

1,032,009

Net loss from continuing operations

(808,719
)

(791,896
)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization

211,461

279,248

Share based compensation

79,168

69,687

Deferred taxes

9,534

—

(Gain) loss on sale of assets

(308,403
)

9,935

Changes in assets and liabilities:

Trade accounts receivable

3,641,383

(18,958
)
Inventories

371,202

1,195,298

Prepaid income taxes

(4,085
)

3,300

Other assets, net

25,874

(1,112,293
)
Accounts payable

(1,025,979
)

(1,059,564
)
Accrued compensation and benefits

(811,873
)

(327,617
)
Other accrued liabilities

(373,465
)

(283,967
)
Income taxes payable

—

(28,267
)
Net cash provided by (used in) operating activities - continuing operations

1,006,098

(2,065,094
)
Net cash (used in) provided by operating activities - discontinued operations

(765,468
)

874,182

Net cash provided by (used in) operating activities

240,630

(1,190,912
)

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

(56,917
)

(209,875
)
Purchases of investments

(8,417,689
)

—

Proceeds from the sale of property, plant and equipment

420,000

—

Proceeds from the sale of investments

6,448,284

—

Net cash used in investing activities - continuing operations

(1,606,322
)

(209,875
)
Net cash provided by (used in) investing activities - discontinued operations

8,110,179

(7,427
)
Net cash provided by (used in) investing activities

6,503,857

(217,302
)

CASH FLOWS FROM FINANCING ACTIVITIES:

Cash dividends paid

(189,505
)

(184,484
)
Proceeds from issuance of common stock, net of shares withheld

24,226

25,509

Purchase of common stock

(108,786
)

—

Net cash used in financing activities

(274,065
)

(158,975
)
EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH

(36,822
)

1,469

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

6,433,600

(1,565,720
)

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD

14,607,510

11,056,426

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD

$
21,041,110

$
9,490,706

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Income taxes refunded

$
(7,398
)

$
—

Interest paid

9,467

9,369

Dividends declared not paid

200,708

185,482

Capital expenditures in accounts payable

—

21,701

Operating right of use assets obtained in exchange for lease obligations

—

449,995

~~The accompanying notes are an integral part of the condensed consolidated financial statements.~~

COMMUNICATIONS SYSTEMS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Communications Systems, Inc. (herein collectively referred to as “CSI,” “our,” “we” or the “Company”) is a Minnesota corporation organized in 1969 that ~~operates directly and through~~classifies its ~~subsidiaries located in~~business into two segments: (1) the ~~United States (U.S.) and the United Kingdom (U.K.). CSI is principally engaged through its~~Electronics & Software segment (consisting of US-based subsidiary Transition Networks ~~Inc. (“Transition Networks” or “Transition”)~~and UK-based subsidiary Net2Edge) which (i) manufactures and ~~business unit in the manufacture and sale of~~sells solutions that provide actionable intelligence, power and connectivity at the edge of networks through ~~Power over Ethernet (“PoE”)~~PoE products, software and services as well as traditional products such as media converters, network adapters and other connectivity ~~products. Through its JDL Technologies, Inc. (“JDL Technologies” or “JDL”) business unit, the Company provides technology solutions including virtualization, managed services, wired~~products and ~~wireless network design and implementation, and hybrid cloud infrastructure and deployment. Through its Net2Edge Limited (“Net2Edge”) U.K.-based business unit, the Company~~(ii) designs, develops, and sells edge network access products, TDM (time-division multiplexing) over IP and other circuit emulation solutions, along with specialized cloud-based software solutions, primarily within the telecommunications ~~market.~~market; and (2) the Services and Support segment (consisting of subsidiaries JDL and Ecessa), which (i) provides technology solutions including virtualization, managed services, wired and wireless network design and implementation, and hybrid cloud infrastructure and deployment and (ii) designs, develops, and sells SD-WAN (software-designed wide-area network) solutions.

The Company classifies its businesses into ~~three~~the two segments ~~that correspond to these three business units.~~discussed above. Non-allocated general and administrative expenses are separately accounted for as “Other” in the Company’s segment reporting. Intersegment revenues are eliminated upon consolidation.

Financial Statement Presentation

The condensed consolidated balance sheets ~~and~~as of March 31, 2021, the condensed consolidated statement of changes in stockholders’ equity ~~as of~~for the three months ended March 31, 2021 and 2020, and the related condensed consolidated statements of income (loss) and comprehensive income (loss), and the condensed consolidated statements of cash flows for the periods ended March 31, ~~2020~~2021 and ~~2019~~2020 have been prepared by Company ~~management.~~management. In the opinion of management, all adjustments (which include only normal recurring adjustments, except where noted) necessary to present fairly the financial position, results of operations, and cash flows at March 31, ~~2020~~2021 and ~~2019~~2020 and for the periods then ended have been made.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted. We recommend these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, ~~2019~~2020 Annual Report to Shareholders on Form ~~10-K.~~10-K (“2020 Form 10-K”). The results of operations for the period ended March 31, ~~2020~~2021 are not necessarily indicative of operating results for the entire year.

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the balance sheet date, and the reported amounts of revenues and expenses during the reporting period. The estimates and assumptions used in the accompanying condensed consolidated financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the time of the financial statements. Actual results could differ from those estimates.

Except to the extent updated or described below, the significant accounting policies set forth in Note 1 to the consolidated financial statements in the ~~Company’s Annual Report on~~December 31, 2020 Form 10-K, ~~for the year ended December 31, 2019,~~ appropriately represent, in all material respects, the current status of accounting policies, and are incorporated herein by reference.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, net of tax, are as follows:

Foreign Currency
Translation

Unrealized gain
(loss) on securities

Accumulated Other
Comprehensive Loss

December 31, 2019

$
(709,000
)

$
11,000

$
(698,000
)

Net current period change

(132,000
)

(14,000
)

(146,000
)

March 31, 2020

$
(841,000
)

$
(3,000
)

$
(844,000
)

	Foreign Currency Translation			Unrealized gain (loss) on securities			Accumulated Other Comprehensive Loss
December 31, 2020	$	(700,000	)	$	21,000		$	(679,000	)

Net current period change		20,000			(9,000	)		11,000

March 31, 2021	$	(680,000	)	$	12,000		$	(668,000	)

NOTE 2 – REVENUE RECOGNITION

~~Transition Networks~~Electronics & Software

The Company has determined that the revenue recognition for its ~~Transition Networks division~~Electronics & Software segment occurs upon delivery of the Company’s connectivity infrastructure and data transmission products. To determine when revenue should be recognized, it is important to determine when the transfer of control has occurred. The Company has determined that control transfers for these products upon shipment or delivery to the customer, in accordance with the agreed upon shipping terms. As such, the timing of revenue recognition occurs at a specific point in time.

~~JDL Technologies, Inc.~~Services & Support

The Company has determined that the following performance obligations identified in its ~~JDL Technologies, Inc. division~~Services & Support segment are transferred over time: managed services and professional services (time and materials (“T&M”) and fixed price)~~. JDL’s~~ as well as services under maintenance and service contracts. The managed services performance obligation is a bundled solution consisting of a series of distinct services that are substantially the same and that have the same pattern of transfer to the customer and are therefore recognized evenly over the term of the contract. T&M professional services arrangements are ~~measured~~recognized over time with an input method based on hours expended towards satisfying the performance obligation. Fixed price professional service arrangements under a relatively longer-term service ~~will~~are also ~~be measured~~recognized over time with an input method based on hours expended. Maintenance and service contracts are recognized evenly over the life of the contract.

The Company has also identified the following performance obligations within its ~~JDL Technologies division~~Services & Support segment that are recognized at a point in time which include resale of third-party hardware and software, installation, arranging for another party to transfer services to the customer, and certain professional services. The resale of third-party hardware and software is recognized at a point in time, when the goods are shipped or delivered to the customer’s location, in accordance with the shipping terms. Installation services are recognized at a point in time when the services are completed. The service the Company provides to arrange for another party to transfer services to the customer is satisfied at a point in time after the Company has transferred control when the service is first available to the customer by the third-party vendor. The Company reports revenue from these third-party services on a net basis in its financial statements. Depending on the nature of the service, certain professional services transfer control at a point in time. The Company evaluates these circumstances on a case by case basis to determine if revenue should be recognized over time or at a point in time.

~~Net2Edge Limited~~

The Company’s Net2Edge division manufactures and markets Ethernet based edge network access devices. The Company principally sells these products through approved partners and integrators outside the United States. The Company has determined that the performance obligation in the Net2Edge division occurs at a point in time, specifically upon the delivery of its connectivity infrastructure and data transmission products.

Disaggregation of revenue

Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that best reflects the consideration we expect to receive in exchange for those goods or services. In accordance with ASC 606-10-50-5, the following tables present how we disaggregate our revenues, which is different for each segment.

For ~~Transition Networks,~~the Electronics & Software segment, we analyze revenue by region and product group. During 2020, the Company reclassified its product groups into two new categories as noted below. In order to conform to the 2020 presentation, the Company has reclassified the 2019 information as follows for the three months ended March 31, 2020 and 2019:

Transition Networks Sales by Region

Three Months Ended March 31

2020

2019

North America

$
7,442,000

$
6,910,000

International

722,000

1,980,000

$
8,164,000

$
8,890,000

Transition Networks Sales by Product Group

Three Months Ended March 31

2020

2019

Intelligent edge solutions

$
3,100,000

$
2,272,000

Traditional products

5,064,000

6,618,000

$
8,164,000

$
8,890,000

~~For JDL, we analyze revenue by customer~~ group, which is as follows for the three months ended March 31, ~~2020~~2021 and ~~2019:~~2020:

JDL Revenue by Customer Group

Three Months Ended March 31

2020

2019

Education

$
93,000

$
1,473,000

Healthcare and commercial clients

534,000

451,000

CSI IT operations

200,000

284,000

$
827,000

$
2,208,000

	Electronics & Software Sales by Region
	Three Months Ended March 31
	2021		2020
North America	$	7,201,000	$	7,448,000
International		1,164,000		1,088,000
	$	8,365,000	$	8,536,000

	Electronics & Software Sales by Product Group
	Three Months Ended March 31
	2021		2020
Intelligent edge solutions	$	3,713,000	$	3,354,000
Traditional products		4,652,000		5,182,000
	$	8,365,000	$	8,536,000

~~The Company does not currently~~For the Services & Support segment, we analyze revenue ~~for Net2Edge on a disaggregated basis. Revenues from Net2Edge were $424,000~~by customer group and ~~$448,000~~type, which is as follows for the three months ended March 31, ~~2020~~2021 and ~~2019, respectively.~~2020:

	Services & Support Revenue by Customer Group
	Three Months Ended March 31
	2021		2020
Financial	$	424,000	$	94,000
Healthcare		253,000		190,000
Education		63,000		93,000
Other commercial clients		1,054,000		250,000
CSI IT operations		144,000		200,000
	$	1,938,000	$	827,000

	Services & Support Revenue by Type
	Three Months Ended March 31
	2021		2020
Project & product revenue	$	385,000	$	141,000
Services & support revenue		1,553,000		686,000
	$	1,938,000	$	827,000

NOTE 3 – DISCONTINUED OPERATIONS

On March 11, 2020, the Company sold the remainder of its Suttle business lines, including the SoHo, MediaMAX, and SpeedStar brands and inventory as well as working capital, certain capital equipment, intellectual property, and customer relationships to Oldcastle Infrastructure, Inc. (“Oldcastle”) for $8,000,000, with a working capital adjustment 90 days after close. Oldcastle ~~a wholly-owned subsidiary of Ireland based CRH PLC,~~ will operate the majority of the acquired Suttle business through its wholly-owned subsidiary, Primex Technologies, Inc. The Company received proceeds of ~~$8,308,000~~$8,900,000 and recorded a gain on the sale of ~~$2,161,000 in the first quarter of~~$2,247,000 during 2020.

Concurrent with the closing of the transaction, the Company and Oldcastle entered into a Transition Services Agreement (“TSA”) under which Suttle ~~will continue~~continued to manufacture products for Oldcastle for ~~up to~~ six months, to ensure seamless supply and quality assurance to the existing customer base. Concurrently with the closing of the transaction and the TSA, the Company and Oldcastle also entered into a lease agreement under which Oldcastle agreed to lease two buildings in Hector, Minnesota, where Suttle had conducted operations. Base rents under the lease agreement range from $6,970 to $7,180 per month. The parties intend to work with Suttle’s existing suppliers to ensure continued support and delivery of all Suttle products during the transition period. The associated assets and liabilities related to this sale were classified as held for sale at December 31, 2019. The presentation of discontinued operations has been retrospectively applied to all prior periods presented.

The ~~assets and liabilities of the discontinued operations that are classified as held for sale are as follows:~~

March 31, 2020

December 31, 2019

Trade accounts receivable

$
—

$
2,235,000

Inventories

—

3,009,000

Other current assets

—

93,000

Total current assets

$
—

$
5,337,000

Property, plant, and equipment

$
—

$
883,000

Total noncurrent assets

$
—

$
883,000

Total assets held for sale

$
—

$
6,220,000

Accounts payable

$
—

$
1,111,000

Other accrued liabilities

—

82,000

Total liabilities held for sale

$
—

$
1,193,000

~~The~~ financial results of the discontinued operations are as follows:

Three Months Ended March 31

2020

2019

Sales

$
3,025,000

$
5,507,000

Cost of sales

2,050,000

3,706,000

Selling, general and administrative expenses

500,000

799,000

Restructuring expenses

320,000

—

Gain on sale of assets

(2,161,000
)

(9,000
)
Operating income before income taxes

2,316,000

1,011,000

Income tax expense (benefit)

3,000

(21,000
)
Income from discontinued operations

$
2,313,000

$
1,032,000

	Three Months Ended March 31
	2021		2020

Sales	$	—	$	3,025,000
Cost of sales		—		2,050,000
Selling, general and administrative expenses		—		500,000
Restructuring expenses		—		320,000
Gain on sale of assets		—		(2,161,000	)
Operating income before income taxes		—		2,316,000
Income tax expense		—		3,000
Income from discontinued operations	$	—	$	2,313,000

During the three months ended March 31, 2020, the Company recorded $320,000 in restructuring expense. This consisted of severance and related benefits costs due to the sale of the remainder of Suttle’s business lines and the closure of the ~~plant once the TSA is completed. We expect 2020~~plant. The Company had no restructuring costs ~~to be $1,200,000 including remaining severance and other shut down costs. Any remaining assets will be held~~ for ~~sale at~~ the ~~completion of the TSA. The Company did not make any~~three months ended March 31, 2021, paid $186,000 in restructuring ~~charge payments~~charges during the first three months of ~~2020~~2021 and had ~~$320,000~~$66,000 in restructuring accruals recorded in accrued compensation and benefits at March 31, ~~2020~~2021 that are expected to be paid during ~~2020.~~the second quarter of 2021.

NOTE 4 – CASH EQUIVALENTS AND INVESTMENTS

The following tables show the Company’s cash equivalents and available –for-sale securities’ amortized cost, gross unrealized gains, gross unrealized losses and fair value by significant investment category recorded as cash and cash equivalents or short- and long-term investments as of March 31, ~~2020~~2021 and December 31, ~~2019:~~ 2020:


March 31, 2020

March 31, 2021																March 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash Equivalents		Short-Term Investments		Long-Term Investments			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash Equivalents		Short-Term Investments		Long-Term Investments

Cash equivalents:
Money Market funds	$	16,913,000	$	—	$	—		$	16,913,000	$	16,913,000	$	—	$	—		$	11,530,000	$	—	$	—		$	11,530,000	$	11,530,000	$	—	$	—
Subtotal		16,913,000		—		—			16,913,000		16,913,000		—		—			11,530,000		—		—			11,530,000		11,530,000		—		—

Investments:
Commercial Paper		11,316,000		1,000		(17,000	)		11,300,000		—		11,300,000		—
Corporate Notes/Bonds																		6,257,000		—		(3,000	)		6,254,000		—		693,000		5,561,000
Convertible Debt		355,000		—		—			355,000		—		—		355,000			605,000		—		—			605,000		—		—		605,000
Subtotal		11,671,000		1,000		(17,000	)		11,655,000		—		11,300,000		355,000			6,862,000		—		(3,000	)		6,859,000		—		693,000		6,166,000


Total	$	28,584,000	$	1,000	$	(17,000	)	$	28,568,000	$	16,913,000	$	11,300,000	$	355,000		$	18,392,000	$	—	$	(3,000	)	$	18,389,000	$	11,530,000	$	693,000	$	6,166,000

December 31, 2020
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash Equivalents		Short-Term Investments		Long-Term Investments

Cash equivalents:
Money Market funds	$	9,424,000	$	—	$	—		$	9,424,000	$	9,424,000	$	—	$	—
Subtotal		9,424,000		—		—			9,424,000		9,424,000		—		—

Investments:
Commercial Paper		700,000		—		—			700,000		—		700,000		—
Corporate Notes/Bonds		7,658,000		7,000		(1,000	)		7,664,000		—		2,059,000		5,605,000
Convertible Debt		605,000		—		—			605,000		—		—		605,000
Subtotal		8,963,000		7,000		(1,000	)		8,969,000		—		2,759,000		6,210,000


Total	$	18,387,000	$	7,000	$	(1,000	)	$	18,393,000	$	9,424,000	$	2,759,000	$	6,210,000

December 31, 2019

Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair Value Cash
Equivalents Short-Term
Investments Long-Term
Investments

Cash equivalents:
Money Market funds $ 8,761,000 $ — $ — $ 8,761,000 $ 8,761,000 $ — $ —
Subtotal 8,761,000 — — 8,761,000 8,761,000 — —

Investments:
Commercial Paper 8,695,000 — (1,000 ) 8,694,000 — 8,694,000 —
Corporate Notes/Bonds 756,000 — — 756,000 — 756,000 —
Convertible Debt 250,000 — — 250,000 — — 250,000
Subtotal 9,701,000 — (1,000 ) 9,700,000 — 9,450,000 250,000

Total $ 18,462,000 $ — $ (1,000 ) $ 18,461,000 $ 8,761,000 $ 9,450,000 $ 250,000

The Company tests for other than temporary losses on a quarterly basis and has considered the unrealized losses indicated above to be temporary in nature. The Company intends to hold the investments until it can recover the full principal amount and has the ability to do so based on other sources of liquidity. The Company expects such recoveries to occur prior to the contractual maturities. All unrealized losses as of March 31, 2020 were in a continuous loss position of less than twelve months and are not deemed to be other than temporarily impaired as of March 31, 2020.

The following table summarizes the estimated fair value of our investments, designated as available-for-sale and classified by the contractual maturity date of the securities as of March 31, ~~2020:~~2021:

Amortized Cost

Estimated Market Value

Due within one year

$
11,316,000

$
11,300,000

Due after one year through five years

355,000

355,000

$
11,671,000

$
11,655,000

	Amortized Cost		Estimated Market Value

Due within one year	$	693,000	$	693,000
Due after one year through five years		6,169,000		6,166,000
	$	6,862,000	$	6,859,000

The Company did not recognize any gross realized gains or losses during either of the three-month periods ending March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. If the Company had realized gains or losses, they would be included within investment and other income in the accompanying condensed consolidated statement of income (loss) and comprehensive ~~income.~~income (loss).

In April 2020, the Company made an $899,000 investment in the common stock of Quortus Ltd., a UK-based company that provides virtual core network software for Private LTE solutions for critical and secure communications. This investment was important for the Company’s Electronics & Software segment because this segment has been partnering with Quortus to integrate the Quortus Private LTE core in existing and new products for that segment’s federal business, network extensions, and private networks for enterprises. The Company’s investment represents less than 10% of the outstanding equity of Quortus Ltd. The Company uses the cost method to account for investments in common stock of entities such as Quortus if the Company does not have the ability to exercise significant influence over the operating and financial matters of the entity. The Company also uses the cost method to account for its investments that are not in the form of common stock or in-substance common stock in entities if the Company does not have the ability to exercise significant influence over the entity’s operating and financial matters.

NOTE 5 - STOCK-BASED COMPENSATION

Employee Stock Purchase Plan

Under the Company’s Employee Stock Purchase Plan (“ESPP”), employees are able to acquire shares of common stock at 85% of the price at the end of each current quarterly plan term. The most recent term ended March 31, ~~2020.~~2021. The ESPP is considered compensatory under current Internal Revenue Service rules. At March 31, ~~2020,~~2021, after giving effect to the shares issued as of that date, ~~85,573~~63,196 shares remain available for future issuance under the ESPP. The ESPP was suspended effective March 31, 2021 due to conditions of the Pineapple Energy Merger Agreement.

2011 Executive Incentive Compensation Plan

On March 28, 2011 the Board adopted and on May 19, 2011 the Company’s shareholders approved the Company’s 2011 Executive Incentive Compensation Plan (“2011 Incentive Plan”). The 2011 Incentive Plan authorizes incentive awards to officers, key employees and non-employee directors in the form of options (incentive and non-qualified), stock appreciation rights, restricted stock, restricted stock units, performance stock units (“deferred stock”), performance cash units, and other awards in stock, cash, or a combination of stock and cash. The 2011 Incentive Plan, as amended, allows the issuance of up to 2,500,000 shares of common stock.

At March 31, ~~2020, 411,664~~2021, 499,991 shares have been issued under the 2011 Incentive Plan, ~~1,298,156~~1,239,452 shares are subject to currently outstanding options, deferred stock awards, and unvested restricted stock units, and ~~790,180~~760,557 shares are eligible for grant under future awards.

~~Stock Option Plan for Directors~~

Shares of common stock are reserved for issuance to non-employee directors under options granted by the Company prior to 2011 under its Stock Option Plan for Non-Employee Directors (the “Director Plan”). Under the Director Plan nonqualified stock options to acquire shares of common stock were automatically granted to each non-employee director concurrent with annual meetings of shareholders in 2010 and earlier years, with the exercise price of options granted being the fair market value of the common stock on the date of the respective shareholder meetings. Options granted under the Director Plan expire 10 years from date of grant. No options have been granted under the Director Plan since 2011 when the Company amended the Director Plan to prohibit future option grants. As of March 31, 2020, there were 18,000 shares subject to outstanding options under the Director Plan.

Changes in Stock Options Outstanding

The following table summarizes changes in the number of outstanding stock options under the 2011 Incentive Plan ~~and the Director Plan~~ over the period December 31, ~~2019~~2020 to March 31, ~~2020:~~

Weighted average
Weighted average remaining
exercise price contractual term
Options per share in years
Outstanding – December 31, 2019 1,130,472 $ 7.28 3.48
Awarded — —
Exercised — —
Forfeited (28,369 ) 10.66
Outstanding – March 31, 2020 1,102,103 7.20 3.31

Exercisable at March 31, 2020 922,192 $ 7.93 2.94
Expected to vest March 31, 2020 1,102,103 7.20 3.31

2021:

						Weighted average
				Weighted average		remaining
				exercise price		contractual term
	Options			per share		in years
Outstanding – December 31, 2020		1,173,190		$	6.52		3.35
Awarded		—			—
Exercised		—			—
Forfeited		(59,365	)		12.97
Outstanding – March 31, 2021		1,113,825			6.18		3.27

Exercisable at March 31, 2021		885,855		$	6.55		2.61
Expected to vest March 31, 2021		1,113,825			6.18		3.27

The aggregate intrinsic value of all options (the amount by which the market price of the stock on the last day of the period exceeded the market price of the stock on the date of grant) outstanding at March 31, ~~2020~~2021 was ~~$400,000.~~$1,215,000. The intrinsic value of all options exercised during the three months ended March 31, ~~2020~~2021 was $0. Net cash proceeds from the exercise of all stock options were $0 in each of the three-month periods ended March 31, ~~2020~~2021 and ~~2019.~~2020.

Changes in Deferred Stock Outstanding

The following table summarizes the changes in the number of deferred stock shares under the 2011 Incentive Plan over the period December 31, ~~2019~~2020 to March 31, ~~2020:~~2021:

				Weighted Average					Weighted Average
				Grant Date					Grant Date
	Shares			Fair Value		Shares			Fair Value
Outstanding – December 31, 2019		321,227		$	3.37
Outstanding – December 31, 2020							272,695		$	3.91
Granted		—			—		—			—
Vested		(46,584	)		2.64		(68,959	)		3.07
Forfeited		(60,590	)		4.40		(78,109	)		3.56
Outstanding – March 31, 2020		214,053			3.24
Outstanding – March 31, 2021							125,627			4.58

Compensation Expense

Share-based compensation expense recognized for the three months ended March 31, 2021 was $142,000 before income taxes and $112,000 after income taxes. Share-based compensation expense recognized for the three months ended March 31, 2020 was $79,000 before income taxes and $63,000 after income taxes. ~~Share-based compensation expense recognized for the three months ended March 31, 2019 was $70,000 before income taxes and $55,000 after income taxes.~~ Unrecognized compensation expense for the Company’s plans was ~~$235,000~~$424,000 at March 31, ~~2020~~2021 and is expected to be recognized over a weighted-average period of ~~1.8~~2.2 years. Share-based compensation expense is recorded as a part of selling, general and administrative expenses.

Employee Stock Ownership Plan (ESOP)

All eligible employees of the Company participate in the ESOP after completing one year of service. Contributions are allocated to each participant based on compensation and vest 20% after two years of service and incrementally thereafter, with full vesting after six years. The Company contributed $329,968 for which the Company issued 72,203 shares in March 2021 for the 2020 ESOP contribution.

NOTE 6 - INVENTORIES

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

March 31

December 31

2020

2019

Finished goods

$
6,776,000

$
6,728,000

Raw and processed materials

1,314,000

1,803,000

$
8,090,000

$
8,531,000

	March 31		December 31
	2021		2020
Finished goods	$	7,462,000	$	7,871,000
Raw and processed materials		757,000		826,000
	$	8,219,000	$	8,697,000

NOTE 7 – BUSINESS COMBINATIONS

On May 14, 2020, in a reverse triangular merger, the Company completed the acquisition of 100% of Ecessa Corporation. Ecessa designs and distributes software-defined wide area networking (SD-WAN) solutions for businesses through the deployment of over 10,000 field installations (since 2002) of Ecessa Edge®, PowerLink®, and WANworX® controllers. The acquisition expands the Company’s IoT intelligent edge products and services and provides opportunities to expand the Company’s services platform. The purchase price was $4,642,000, with cash acquired totaling $666,000. The purchase price includes initial consideration of $4,666,000 and $ (24,000) in working capital adjustments.

The assets and liabilities of Ecessa were recorded in the consolidated balance sheet within the Services & Support segment as of the acquisition date, at their respective fair values. The purchase price allocation is based on the estimated fair value of assets acquired and liabilities assumed and has been allocated as follows:

		May 14, 2020

Current assets	$	1,101,000
Property, plant, and equipment		127,000
Other long-term assets		421,000
Intangible assets		2,260,000
Goodwill		1,341,000
Total assets		5,250,000

Total liabilities		608,000

Net assets acquired	$	4,642,000

Identifiable intangible assets are definite-lived assets. These assets include trade name/trademark/internet domain assets, non-compete agreements, customer relationships, and internally developed software intangible assets, and have a weighted average amortization period of 7 years, which matches the weighted average useful life of the assets. Goodwill recorded as part of the purchase price allocation is not tax deductible.

On November 3, 2020, the Company acquired the operating assets of privately held IVDesk Minnesota, Inc. (“IVDesk”) from a third-party receiver (“Receiver”). IVDesk provides private cloud services to small- and mid-size businesses (SMB), with a particular focus on the financial services industry. The acquisition expands the Company’s monthly recurring revenue service model, bringing additional resources and experience in cloud-delivered applications. The purchase price was $1,368,000 and includes initial consideration of $950,000, working capital adjustments of $ (132,000), and $550,000 in contingent consideration. The Company agreed to pay up to $550,000 in additional consideration upon retaining a certain customer level 120 days after closing. During March 2021, upon meeting the requirements of the earn-out, the Company paid the Receiver the additional consideration. At March 31, 2021, the Company had no further liabilities related to the contingent consideration.

The assets and liabilities of IVDesk are recorded in the consolidated balance sheet within the Services & Support segment at March 31, 2021. The purchase price allocation was based on estimates of the fair value of assets acquired and liabilities assumed, and included total assets of $1,500,000, including property, plant, and equipment of $35,000, goodwill of $745,000 and intangible assets of $720,000, and total liabilities of $132,000. Identifiable intangible assets are definite-lived assets. These assets include customer relationships and have a weighted average amortization period of 8 years, which matches the weighted average useful life of the assets.

NOTE 78 – GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the year ended December 31, 2020 and three months ended March 31, 2021 by company are as follows:

	Ecessa		IVDesk		Total

January 1, 2020	$	—	$	—	$	—

Acquisition		1,341,000		745,000		2,086,000

December 31, 2020	$	1,341,000	$	745,000	$	2,086,000

March 31, 2021	$	1,341,000	$	745,000	$	2,086,000

Gross goodwill		1,341,000		745,000		2,086,000
Accumulated impairment loss		—		—		—
Balance at March 31, 2021	$	1,341,000	$	745,000	$	2,086,000

The Company’s identifiable intangible assets with finite lives are being amortized over their estimated useful lives and were as follows:

	March 31, 2021
	Gross Carrying Amount		Accumulated Amortization			Net

Trade Name/Trademark/Internet Domain Assets	$	101,000	$	(7,000	)	$	94,000
Non-compete Agreements		80,000		(22,000	)		58,000
Customer Relationships		1,010,000		(86,000	)		924,000
Internally Developed Software		1,800,000		(214,000	)		1,586,000
	$	2,991,000	$	(329,000	)	$	2,662,000

	December 31, 2020
	Gross Carrying Amount		Accumulated Amortization			Net

Trade Name/Trademark/Internet Domain Assets	$	90,000	$	(5,000	)	$	85,000
Non-compete Agreements		80,000		(16,000	)		64,000
Customer Relationships		1,010,000		(34,000	)		976,000
Internally Developed Software		1,800,000		(150,000	)		1,650,000
	$	2,980,000	$	(205,000	)	$	2,775,000

Amortization expense on these identifiable intangible assets was $124,000 and $0 in first three months of 2021 and 2020 respectively. The amortization expense is included in selling, general and administrative expenses. The estimated future amortization expense for identifiable intangible assets during the next five fiscal years is as follows:

Year Ending December 31:
Q2 - Q4 2021	$	264,000
2022		352,000
2023		336,000
2024		325,000
2025		292,000
Thereafter		410,000

NOTE 9 – CONTINGENCIES

In the ordinary course of business, the Company is exposed to legal actions and claims and incurs costs to defend against these actions and claims. Company management is not aware of any outstanding or pending legal actions or claims that could materially affect the Company’s financial position or results of operations.

NOTE 810 – DEBT

Line of Credit

~~The~~On August 28, 2020, the Company ~~has~~entered into a ~~$15,000,000~~Credit Agreement with Wells Fargo Bank, National Association, establishing a $5,000,000 line of credit ~~from Wells Fargo Bank, N.A.~~ facility agreement, that replaced a prior facility. On October 29, 2020, the Company entered into a First Amendment to the Credit Agreement. Under the Credit Agreement, as amended, the Company has the ability to obtain one or more letters of credit in an aggregate amount up to $2,000,000, subject to the general terms of the credit agreement.

The Company had no outstanding borrowings against the line of credit, or the prior credit facility, at March 31, ~~2020~~2021 or December 31, ~~2019.~~2020 and $2,101,000 of the credit line is available for use. Due to the revolving nature of loans under ~~our~~this credit facility, additional borrowings and periodic repayments and re-borrowings may be made until the maturity date. ~~The total amount available for borrowings under our credit facility at March 31, 2020 was $3,875,000, based on the borrowing base calculation.~~ Interest on borrowings on the credit line is at LIBOR plus ~~2.0% (3.0%~~1.25% , with a minimum LIBOR rate of 0.75%, (2.0% at March 31, ~~2020)~~2021). The ~~credit agreement~~Credit Agreement expires August ~~12,~~28, 2021 and is secured by ~~assets of~~government securities owned and pledged by the Company. ~~Our credit agreement~~The Credit Agreement contains financial covenants including a ~~minimum liquidity balance of $10,000,000. Liquidity is calculated as the sum of unrestricted cash, marketable securities and the availability on the line of credit.~~tangible net worth minimum. The Company was in compliance with its financial covenants at March 31, ~~2020.~~2021.

NOTE 911 – INCOME TAXES

In the preparation of the Company’s consolidated financial statements, management calculates income taxes based upon the estimated effective rate applicable to operating results for the full fiscal year. This includes estimating the current tax liability as well as assessing differences resulting from different treatment of items for tax and book accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded on the balance sheet. Management analyzes these assets and liabilities regularly and assesses the likelihood that deferred tax assets will be recovered from future taxable income.

At March 31, ~~2020~~2021 there was ~~$131,000~~$116,000 of net uncertain tax benefit positions that would reduce the effective income tax rate if recognized. The Company records interest and penalties related to income taxes as income tax expense in the condensed consolidated statements of income (loss) and comprehensive income (loss).

The Company is subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. The tax years ~~2016-2019~~2017-2020 remain open to examination by the Internal Revenue Service and the years ~~2015-2019~~2016-2020 remain open to examination by various state tax departments. The tax years from ~~2016-2018~~2017-2020 remain open in Costa Rica.

The Company’s effective income tax rate was ~~0.5%~~(0.1%) for the first three months of ~~2020.~~2021. The effective tax rate differs from the federal tax rate of 21% due to state income taxes, foreign tax rate differences, foreign losses not deductible for U.S. income tax purposes, the effect of uncertain income tax positions, stock compensation windfalls and changes in valuation allowances related to deferred tax assets. The foreign operating losses may ultimately be deductible in the countries in which they occurred; however, the Company has not recorded a deferred tax asset for these losses due to uncertainty regarding the eventual realization of the benefit. The effect of the foreign operations was an overall rate decrease of approximately ~~(10.1%)~~0.5% for the three months ended March 31, ~~2020.~~2021. There were no additional uncertain tax positions identified in the first ~~quarter~~three months of ~~2020.~~2021. The ~~Company’s~~Company's effective income tax rate for the three months ended March 31, ~~2019~~2020 was 0.5%, and differed from the federal tax rate due to state income taxes, foreign tax rate differences, foreign losses not deductible for U.S. income tax purposes, changes in the reserve for uncertain income tax positions, provisions for interest charges for uncertain income tax positions, stock compensation ~~shortfalls~~windfalls and changes in valuation allowances related to deferred tax assets.

NOTE 1012 – SEGMENT INFORMATION

The Company classifies its ~~remaining~~ businesses into ~~three~~two segments as follows:

●

~~Transition Networks~~Electronics & Software: designs, develops and sells Intelligent Edge solutions that provide connectivity and power through PoE products and actionable intelligence to end devices in an IoT ecosystem through embedded and cloud-based management software. ~~Transition Networks~~In addition, this segment continues to generate revenue from its traditional products consisting of media converters, NICs, and Ethernet switches that offer the ability to affordably integrate the benefits of fiber optics into any data network;

and

●

~~JDL Technologies~~ Services & Support: provides technology solutions that address prevalent IT challenges, including network resiliency, security products and services, network virtualization, and cloud ~~solutions,~~migrations, IT managed services, wired and wireless network design and implementation, and converged infrastructure configuration, deployment and ~~deployment; and~~

●

Net2Edge designs, develops, and sells edge network access products, TDM over IP and other circuit emulation solutions, along with specialized cloud-based software solutions, primarily within the telecommunications market.

management.

Management has chosen to organize the Company and disclose reportable segments based on our products and services. Intersegment revenues are eliminated upon consolidation. “Other” includes non-allocated corporate overhead costs. As a result of our treatment of Suttle as discontinued operations, “Other” includes amounts previously allocated to Suttle that do not meet the criteria to be included in income from discontinued operations.

Information concerning the Company’s continuing operations in ~~the various~~these two segments for the ~~three month~~three-month periods ended March 31, ~~2020~~2021 and ~~2019~~2020 are as follows:

	Transition		JDL									Intersegment						Electronics &			Services &						Intersegment
	Networks		Technologies			Net2Edge			Other			Eliminations			Total			Software			Support			Other			Eliminations			Total

Three Months Ended March 31, 2020
Three Months Ended March 31, 2021
Sales	$	8,164,000	$	827,000		$	424,000		$	—		$	(252,000	)	$	9,163,000		$	8,365,000		$	1,938,000		$	—		$	(144,000	)	$	10,159,000
Cost of sales		4,604,000		620,000			214,000			—			(12,000	)		5,426,000			4,781,000			1,162,000			—			—			5,943,000
Gross profit		3,560,000		207,000			210,000			—			(240,000	)		3,737,000			3,584,000			776,000			—			(144,000	)		4,216,000
Selling, general and administrative expenses		3,344,000		328,000			593,000			936,000			(240,000	)		4,961,000
Operating income (loss)		216,000		(121,000	)		(383,000	)		(936,000	)		—			(1,224,000	)
Other income		—		—			14,000			397,000			—			411,000
Income (loss) before income tax	$	216,000	$	(121,000	)	$	(369,000	)	$	(539,000	)	$	—		$	(813,000	)
Selling, general and
administrative expenses																			3,608,000			979,000			777,000			(144,000	)		5,220,000
Acquisition-related costs																			—			—			1,143,000			—			1,143,000
Operating loss																			(24,000	)		(203,000	)		(1,920,000	)		—			(2,147,000	)
Other (expense) income																			(19,000	)		—			6,000			—			(13,000	)
Loss before income tax																		$	(43,000	)	$	(203,000	)	$	(1,914,000	)	$	—		$	(2,160,000	)

Depreciation and amortization	$	54,000	$	13,000		$	17,000		$	127,000		$	—		$	211,000		$	68,000		$	154,000		$	38,000		$	—		$	260,000

Capital expenditures	$	41,000	$	—		$	2,000		$	14,000		$	—		$	57,000		$	4,000		$	5,000		$	—		$	—		$	9,000

Assets	$	13,087,000	$	1,394,000		$	2,578,000		$	39,807,000		$	(27,000	)	$	56,839,000		$	14,571,000		$	7,950,000		$	30,614,000		$	(27,000	)	$	53,108,000

	Transition		JDL									Intersegment						Electronics &			Services &						Intersegment
	Networks		Technologies			Net2Edge			Other			Eliminations			Total			Software			Support			Other			Eliminations			Total

Three Months Ended March 31, 2019
Three Months Ended March 31, 2020
Sales	$	8,890,000	$	2,208,000		$	448,000		$	—		$	(330,000	)	$	11,216,000		$	8,536,000		$	827,000		$	—		$	(200,000	)	$	9,163,000
Cost of sales		5,136,000		1,341,000			227,000			—			(114,000	)		6,590,000			4,807,000			620,000			—			(1,000	)		5,426,000
Gross profit		3,754,000		867,000			221,000			—			(216,000	)		4,626,000			3,729,000			207,000			—			(199,000	)		3,737,000
Selling, general and administrative expenses		3,695,000		376,000			748,000			844,000			(216,000	)		5,447,000
Operating (loss) income		59,000		491,000			(527,000	)		(844,000	)		—			(821,000	)
Other income (expense)		—		(10,000	)		(1,000	)		36,000			—			25,000
Income (loss) before income tax	$	59,000	$	481,000		$	(528,000	)	$	(808,000	)	$	—		$	(796,000	)
Selling, general and
administrative expenses																			3,897,000			328,000			935,000			(199,000	)		4,961,000
Operating loss																			(168,000	)		(121,000	)		(935,000	)		—			(1,224,000	)
Other income																			14,000			—			397,000			—			411,000
Loss before income tax																		$	(154,000	)	$	(121,000	)	$	(538,000	)	$	—		$	(813,000	)

Depreciation and amortization	$	79,000	$	28,000		$	20,000		$	152,000		$	—		$	279,000		$	71,000		$	13,000		$	127,000		$	—		$	211,000

Capital expenditures	$	—	$	36,000		$	7,000		$	167,000		$	—		$	210,000		$	43,000		$	—		$	13,000		$	—		$	56,000

Assets	$	17,668,000	$	3,814,000		$	2,863,000		$	27,873,000		$	(27,000	)	$	52,191,000		$	15,665,000		$	1,394,000		$	39,807,000		$	(27,000	)	$	56,839,000

NOTE 1113 – NET INCOME (LOSS) PER SHARE

Basic net income (loss) per common share is based on the weighted average number of common shares outstanding during each period and 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 and shares associated with the long-term incentive compensation plans, which resulted in a dilutive effect of 0 and 179,709 ~~and 0~~shares for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. The Company calculates the dilutive effect of outstanding options using the treasury stock method. Due to the net losses in the first three months ended March 31, 2021, there was no dilutive impact from stock options or unvested shares. Options totaling ~~632,114~~485,108 and ~~1,311,090~~632,114 were excluded from the calculation of diluted earnings per share for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively because the exercise price was greater than the average market price of common stock during the period and deferred stock awards totaling ~~117,688~~0 and ~~216,929~~117,688 shares would not have been included for the three months ended March 31, ~~2020~~2021 and ~~2019, respectively,~~2020, because of unmet performance conditions.

NOTE 1214 – FAIR VALUE MEASUREMENTS

The accounting guidance establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date.

Level 2 – Observable inputs such as quoted prices for similar instruments and quoted prices in markets that are not active, and inputs that are directly observable or can be corroborated by observable market data. The types of assets and liabilities included in Level 2 are typically either comparable to actively traded securities or contracts, such as treasury securities with pricing interpolated from recent trades of similar securities, or priced with models using highly observable inputs, such as commodity options priced using observable forward prices and volatilities.

Level 3 – Significant inputs to pricing that have little or no observability as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as the complex and subjective models and forecasts used to determine the fair value of financial instruments.

Financial assets and liabilities measured at fair value on a recurring basis as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, are summarized below:

	March 31, 2020								March 31, 2021

	Level 1		Level 2		Level 3		Total Fair Value			Level 1		Level 2		Level 3		Total Fair Value

Cash equivalents:
Money Market Funds	$	16,913,000	$	—	$	—	$	16,913,000	$	11,530,000	$	—	$	—	$	11,530,000
Subtotal		16,913,000		—		—		16,913,000		11,530,000		—		—		11,530,000

Short-term investments:
Commercial Paper		—		11,300,000		—		11,300,000
Corporate Notes/Bonds										—		693,000		—		693,000
Subtotal		—		11,300,000		—		11,300,000		—		693,000		—		693,000

Long-term investments:
Corporate Notes/Bonds										—		5,561,000		—		5,561,000
Convertible debt		—		—		355,000		355,000		—		—		605,000		605,000
Subtotal		—		—		355,000		355,000		—		5,561,000		605,000		6,166,000

Total	$	16,913,000	$	11,300,000	$	355,000	$	28,568,000	$	11,530,000	$	6,254,000	$	605,000	$	18,389,000

	December 31, 2019								December 31, 2020

	Level 1		Level 2		Level 3		Total Fair Value			Level 1		Level 2		Level 3			Total Fair Value

Cash equivalents:
Money Market Funds	$	8,761,000	$	—	$	—	$	8,761,000	$	9,424,000	$	—	$	—		$	9,424,000
Subtotal		8,761,000		—		—		8,761,000		9,424,000		—		—			9,424,000

Short-term investments:
Commercial Paper		—		8,694,000		—		8,694,000		—		700,000		—			700,000
Corporate Notes/Bonds		—		756,000		—		756,000		—		2,059,000		—			2,059,000
Subtotal		—		9,450,000		—		9,450,000		—		2,759,000		—			2,759,000

Long-term investments:
Corporate Notes/Bonds										—		5,605,000		—			5,605,000
Convertible debt		—		—		250,000		250,000		—		—		605,000			605,000
Subtotal		—		—		250,000		250,000		—		5,605,000		605,000			6,210,000

Current Liabilities:
Contingent Consideration										—		—		(550,000	)		(550,000	)
Subtotal										—		—		(550,000	)		(550,000	)

Total	$	8,761,000	$	9,450,000	$	250,000	$	18,461,000	$	9,424,000	$	8,364,000	$	55,000		$	17,843,000

The estimated fair value of contingent consideration as of December 31, 2020 was $550,000, as noted above. The estimated fair value is considered a level 3 measurement because the probability weighted discounted cash flow methodology used to estimate fair value includes the use of significant unobservable inputs, primarily the contractual contingent consideration revenue targets and assumed probabilities. The Company paid the full amount of the contingent consideration during the three months ended March 31, 2021 and there was no liability at March 31, 2021.

We record transfers between levels of the fair value hierarchy, if necessary, at the end of the reporting period. There were no transfers between levels during the three months ended March 31, ~~2020.~~

~~NOTE 13 – GENERAL COMMITMENTS~~

On August 2, 2018, the Company entered into a purchase agreement with Launch Properties, LLC for the sale of the Company’s building located at 10900 Red Circle Drive, Minnetonka, MN for $10,000,000. The building currently includes the Company’s corporate administrative offices, as well as some operations for Transition Networks and JDL Technologies. The closing of the transaction is subject to several closing conditions, including the buyer’s ability to complete due diligence within 180 days and the buyer’s ability to obtain regulatory approval for its intended use of the property. The original due diligence period lapsed on January 29, 2019, and through two amendments to the original agreement, the due diligence period has been extended to June 30, 2020, and the buyer has met certain required obligations under these amendments. One of the conditions of the agreement and amendments included non-refundable deposits into an escrow account. As of March 31, 2020, the balance within this escrow account was $225,000 and is included within restricted cash within the condensed consolidated balance sheet. If the sale proceeds, the Company currently expects the transaction to close in early 2021.

NOTE 1415 – RECENT ACCOUNTING PRONOUNCEMENTS

In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes”, which, as part of its Simplification Initiative to reduce the cost and complexity in accounting for income taxes, removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of GAAP. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard during the first quarter of 2020 with an immaterial impact to our consolidated financial statements.

In June 2016, FASB issued ASU 2016-13, ~~“Financial~~"Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.”" The amendments in this update replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses. This ASU is intended to provide financial statement users with more decision-useful information about the expected credit losses and is effective for annual periods and interim periods for those annual periods beginning after December 15, 2022, which for us is the first quarter ending March 31, 2023. Entities may early adopt beginning after December 15, 2018. We are currently evaluating the impact of the adoption of ASU 2016-13 on our consolidated financial statements.

NOTE 1516 – SUBSEQUENT EVENTS

~~The Company has evaluated subsequent events through the date of this filing. In~~On April ~~2020,~~28, 2021 the Company ~~made an $899,000 investment in Quortus Ltd.~~entered into a definitive securities purchase agreement with Lantronix, Inc. (Nasdaq: LTRX) (“Lantronix”), ~~a UK-based company that provides virtual core network software for Private LTE solutions for critical and secure communications. The Company believes this investment is important for its~~under which CSI agreed to sell to Lantronix CSI’s Transition Networks and Net2Edge ~~business segments as they have begun exploring partnering with Quortus to integrate their Private LTE core in existing and new products for~~businesses, which comprise substantially all the assets of the Company’s ~~federal business, network extensions, and private networks~~E&S segment, for ~~enterprises.~~

~~On May 14, 2020, the Company completed the acquisition~~an aggregate purchase price of ~~Ecessa Corporation (“Ecessa”)~~up to $32,027,566, consisting of (i) $25,027,566 in cash payable at closing, subject to a ~~reverse triangular merger for $4.0 million with~~ working capital ~~adjustments 90 days~~adjustment following closing, plus (ii) earnout payments of up to $7,000,000, payable following two successive 180-day intervals after ~~closing. At~~ the closing ~~Ecessa became~~of the transaction based on revenue targets for these companies. The sale requires CSI shareholder approval and is expected to close in June 2021. Concurrently with the closing of the transaction, CSI and Lantronix will enter into a ~~wholly owned subsidiary~~Transition Services Agreement under which CSI will perform administrative and IT services, and lease office, warehouse and production space to Lantronix at CSI’s Minnetonka, Minnesota facility for a period of CSI. Based in Plymouth, Minnesota, Ecessa designs and distributes software-defined wide area networking (SD-WAN) solutions for businesses through the deployment of field installations of Ecessa Edge®, PowerLink®, and WANworX® controllers.up to twelve months.

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

Recent Developments: Proposed Merger with Pineapple Energy and Proposed Sale of E&S Segment Businesses

As previously disclosed, on March 1, 2021, CSI entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Helios Merger Co., a Delaware corporation and a wholly-owned subsidiary of CSI (the “Merger Sub”), Pineapple Energy LLC, a Delaware limited liability company (“Pineapple”), Lake Street Solar LLC, a Delaware limited liability company (the “Members’ Representative”), and Randall D. Sampson, as the Shareholders’ Representative (the “Shareholders’ Representative,” and together with CSI, the Merger Sub, Pineapple and the Members’ Representative, the “Parties”), pursuant to which Merger Sub will merge with and into Pineapple with Pineapple surviving the merger as a wholly owned subsidiary of CSI (the “Pineapple Merger”).

Simultaneously with the execution of the Merger Agreement, Pineapple entered into a Voting Agreement, dated March 1, 2021 (the “Voting Agreement”) with officers and director of CSI (the “CSI Holders”). The CSI Holders hold in the aggregate approximately 13.8% of CSI’s outstanding shares. Pursuant to the Voting Agreement, each CSI Holder has agreed, with respect to all of the voting securities of CSI that such CSI Holder beneficially owns as of the date thereof or thereafter, to vote in favor of the Merger. The Voting Agreement will terminate on the Effective Time (as defined therein) or upon termination of the Merger Agreement in accordance with its terms.

Pursuant to the Merger Agreement, at the closing of the Merger, CSI will enter into a Contingent Value Rights Agreement (the “CVR Agreement”) with a person designated by CSI as the Holders’ Representative (as defined therein), and the Rights Agent (as defined therein). Pursuant to the CVR Agreement, each shareholder of CSI as of immediately prior to the closing of the Merger will receive one non-transferable Contingent Value Right (“CVR”) for each outstanding share of common stock of CSI held as of the close of business on the day immediately before the Effective Time of the Merger, which will represent the right to receive pro-rata distributions of proceeds from Dispositions that occur following the Effective Time.

A detailed description of the Pineapple Merger, the Voting Agreement and the CVR Agreement is contained in the Form 8-K dated March 1, 2021, and the Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 31, 2021.

In addition, a full description of the terms of the Pineapple Merger will be provided in a proxy statement for the shareholders of Communications Systems, Inc. (the “Pineapple Merger Proxy Statement”) to be filed with the SEC. CSI urges investors, shareholders and other interested persons to read, when available, the preliminary proxy statement as well as other documents filed with the SEC because these documents will contain important information about CSI, Pineapple, and the proposed transaction. The definitive proxy statement will be mailed to CSI shareholders as of a record date to be established for voting on the proposed transaction. Shareholders will also be able to obtain a copy of the definitive proxy statement (when available), without charge, by directing a request to: Communications Systems, Inc., 10900 Red Circle Drive, Minnetonka, MN 55343. The preliminary and definitive proxy statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).

Proposed Sale of E&S Segment Businesses

As previously disclosed, on April 28, 2021 the Company entered into a definitive securities purchase agreement with Lantronix, Inc., under which CSI agreed to sell to Lantronix CSI’s Transition Networks and Net2Edge businesses (“E&S Segment Sale”) for an aggregate purchase price of up to $32,027,566, consisting of (i) $25,027,566 in cash payable at closing, subject to a working capital adjustment following closing, plus (ii) earnout payments of up to $7,000,000, payable following two successive 180-day intervals after the closing of the transaction based on revenue targets for these companies. The sale requires CSI shareholder approval and is expected to close in June 2021. Concurrently with the closing of the transaction, CSI and Lantronix will enter into a Transition Services Agreement under which CSI will perform administrative and IT services, and lease office, warehouse and production space to Lantronix at CSI’s Minnetonka, Minnesota facility for a period of up to twelve months.

A detailed description of the E&S Segment Sale is contained in the Form 8-K dated April 28, 2021.

In addition, a full description of the terms of the E&S Segment Sale will be provided in a proxy statement for the shareholders of Communications Systems, Inc. (the “E&S Segment Sale Proxy Statement”) to be filed with the SEC. CSI urges investors, shareholders and other interested persons to read, when available, the preliminary proxy statement as well as other documents filed with the SEC because these documents will contain important information about the proposed transaction. The definitive proxy statement will be mailed to CSI shareholders as of a record date to be established for voting on the proposed transaction. Shareholders will also be able to obtain a copy of the definitive proxy statement (when available), without charge, by directing a request to: Communications Systems, Inc., 10900 Red Circle Drive, Minnetonka, MN 55343. The preliminary and definitive proxy statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).

Overview

Communications Systems, Inc. provides ~~physical connectivity~~network infrastructure and services for global deployments of enterprise and industrial broadband networks through the following business ~~units:~~segments:

Electronics & Software

This segment is comprised of CSI’s Transition Networks

and Net2Edge businesses. With over 30 years of growth and expertise in hardware and software development ~~Transition Networks~~in this segment, the Company offers customers ~~the ability~~network solutions that provide secure, reliable connectivity and power through PoE products and actionable intelligence to ~~securely and reliably connect, power and manage edge~~end devices in an IoT ~~(“Internet~~ecosystem through embedded and cloud-based management software. In addition, this segment continues to generate revenue from its traditional products consisting of, ~~Things”) ecosystem as well as~~media converters, NICs, and Ethernet switches that offer the ability to affordably integrate the benefits of fiber optics into any data network, in any application, and in any environment. ~~Offering support for multiple speeds and protocols, multiple POE options, any interface, and hardware and software platforms, Transition Networks’~~The product portfolio gives customers simple, secure, and intelligent solutions for the network ~~edge. Transition Networks~~edge by offering support for multiple interface speeds, PoE options, and a broad array of protocols.

As data networks continue to change and evolve, the Company’ solutions enable customers to easily deploy, provision, and proactively manage their networks with actionable insights about their edge devices and connected end points, thereby minimizing the administrative burden of the operator. The Company distributes hardware-based connectivity solutions through a network of resellers in over 9050 countries.

~~JDL Technologies~~

JDL Technologies provides technology services and infrastructure to the commercial, healthcare and education market segments. JDL’s portfolio of technology solutions includes managed services, virtualization and cloud solutions, wired and wireless network design and implementation services, and converged infrastructure configuration and deployment. JDL has provided many of these technology services to the education space, including one of the largest school districts in the US for more than 30 years, and also provides these services to a number of commercial and healthcare clients.

~~Net2Edge~~

Net2Edge designs and sells a range of solutions to address the needs of customers at the network edge. Specifically, this ranges from traditional Ethernet based switches, to circuit emulation devices, to bespoke niche solutions deploying LTE for example. The circuit emulation products range from legacy over packet interfaces such as Serial, TDM or ISDN. Net2Edge targets these products at telecommunications service providers, enterprises and system integrators. These solutions assist in resolving challenges in the areas of bandwidth constraints, security risks, and distance limitations as networks extend from local area to wide area networks and adapt to ever increasing end-user demands. As enterprise networks continue to change and evolve, our solutions enable customers to integrate multiple services into their existing infrastructure. ~~All Net2Edge products incorporate features for performing advanced levels of management and automated provisioning minimizing the administrative burden of the operator.~~Services & Support

This segment is comprised of CSI’s JDL Technologies and Ecessa Corporation businesses. With over 30 years of growth and expertise in managed services and SD-WAN solutions in this segment, the Company offers customers:

●

Technology services and infrastructure in the commercial, healthcare, financial, and education market segments. The Company’s portfolio of technology solutions includes IT managed services supporting client infrastructures from the data center to the desktop, security products and services, cloud migrations, network virtualization and resiliency, wired and wireless network design and implementation, and converged infrastructure configuration and deployment. We provide many of these technology services to the education space, including having provided services to one of the largest school districts in the US for more than 30 years. We also provide these services to a number of commercial and healthcare clients.

●

SD-WAN Never Down^® networks, sold as a product or as a recurring service, enable organizations of all sizes to reliably run Internet and cloud-based applications, connect offices worldwide and distribute traffic among a fabric of multiple, diverse ISP links, ensuring business continuity by removing bottlenecks and eliminating network downtime. These capabilities optimize Never Down performance of business-critical applications, aid in lowering IT costs, and make it easier to provision, maintain and support business networks and the applications that run over them.

Except as otherwise expressly discussed, all operating results for 2020 and 2021 only reflect the Company’s continuing operations and exclude the discontinued operations of the Company’s former Suttle business.

First Quarter ~~2020~~2021 Summary

●

Consolidated sales were $10.2 million in Q1 2021 compared to $9.2 million in Q1 ~~2020 compared to $11.2 million in Q1 2019.~~

2020.

●

The Company incurred an operating loss from continuing operations of $2.1 million in Q1 2021 compared to an operating loss from continuing operations of $1.2 million in Q1 ~~2020 compared to an operating loss from continuing operations of $0.8 million in Q1 2019.~~

2020.

●

Net loss from continuing operations was $2.2 million, or ($0.23) per diluted share in Q1 2021, compared to net loss from continuing operations of $809,000, or ($0.09) per diluted share, in Q1 ~~2020, compared to a net loss from continuing operations of $792,000, or ($0.09) per diluted share, in Q1 2019.~~

2020.

Forward-looking statements

In this report and, from time to time, in reports filed with the Securities and Exchange Commission (“SEC”), in press releases, and in other communications to shareholders or the investing public, the Company may make “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We may make these forward-looking statements concerning possible or anticipated future financial performance, business activities, plans, pending claims, investigations or litigation, which are typically preceded by the words “believes,” “expects,” “anticipates,” “intends” or similar expressions. For these forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in federal securities laws. Shareholders and the investing public should understand that these forward-looking statements are subject to risks and uncertainties that could cause actual performance, activities, anticipated results, outcomes or plans to differ significantly from those indicated in the forward-looking statements. These risks and uncertainties include, but are not limited to:

General Risks and Uncertainties:

In addition to these factors and the specific factors related to the Company's two business segments listed below, there are factors related to the Company’s pending sale of its E&S segment subsidiaries to Lantronix, including:

●

The Company’s ability ofto obtain shareholder approval for the ~~Company’s three operating units~~sale to ~~each function in an efficient and cost-effective manner, under the oversight of the CSI parent;~~

Lantronix;

●

Conditions to the closing of the sale to Lantronix may not be satisfied or the sale may involve unexpected costs, liabilities or delays;

●

Up to $7 million of the purchase price is structured in the form of an earnout based on revenues generated by Lantronix in the 360 days following closing, and there is no guaranty that sufficient revenues will be recognized for the earnout to be paid to the Company;

●

How the restrictions placed on the Company’s ability to actively solicit competing bids, and the obligation for the Company to pay a termination fee of $875,000 under certain circumstances, might deter other potential acquirers of the Electronics and Software segment;

●

Conditions to the closing of the previously announced CSI-Pineapple merger may not be satisfied or the merger may involve unexpected costs, liabilities or delays;

●

Related to the CSI-Pineapple announced merger, the Company’s ability to successfully sell its other existing operating business assets and its real estate assets at a value close to their current fair market value and distribute these proceeds to its existing shareholder base;

●

The fact that the continuing CSI-Pineapple entity will be entitled to retain ten percent of the net proceeds of CSI legacy assets that are sold pursuant to agreements entered into after the effective date of the CSI-Pineapple closing;

●

The occurrence of any other risks to consummation of the sale to Lantronix or the CSI-Pineapple merger, including the risk that the sale to Lantronix or CSI-Pineapple merger will not be consummated within the expected time period or any event, change or other circumstances that could give rise to the termination of the sale to Lantronix or the CSI-Pineapple merger;

●

Risks that the Lantronix transaction and the CSI-Pineapple merger will disrupt current CSI plans and operations or that the business or stock price of CSI may suffer as a result of uncertainty surrounding the Lantronix transaction and the CSI-Pineapple merger;

●

The outcome of any legal proceedings related to the sale to Lantronix or the CSI-Pineapple merger;

●

The fact that CSI cannot yet determine the exact amount and timing of any pre-CSI-Pineapple merger cash dividends or the value of the Contingent Value Rights that CSI intends to distribute to its shareholders immediately prior to the effective date of the CSI-Pineapple merger;

●

Any short-term or long-term effect that the COVID-19 Pandemic may have on the American and world economies generally, or us as a manufacturing entity, including our ability to manufacture, market, and sell our products while complying with applicable or otherwise appropriate social distancing policies, as discussed throughout the “Forward-looking statements” section and more thoroughly below in the section “Impact of COVID-19 Pandemic”;

●

~~Our ability to successfully and profitably integrate our new Ecessa subsidiary into our existing operations;~~

●

~~The ability of our three business units to operate profitably;~~

●

~~The ability to manage corporate costs incurred as a public company in an effective manner;~~

●

~~The ability of the Special Committee of the Board of Directors and business leadership to develop business development options for the Company and the Company’s ability to implement these plans;~~

●

~~The impact of changing government expenditures in our markets;~~

●

~~The fact that the sale of the Company’s Minnetonka headquarters is subject to contingencies, some of which are beyond the Company’s control; and~~

●

The fact that our information technology systems may be exposed to various cybersecurity risks and other disruptions that could impair our ability to operate.

~~Transition Networks~~Electronics & Software Segment Risks and Uncertainties:

●

The ability to maintain customer and supplier relationships and key employees during the period between signing the definitive agreement to sell this segment to Lantronix and closing on the transaction;

●

The ability of ~~Transition Networks~~this segment to develop and sell new products, including intelligent edge solutions, for new and existing markets at a level adequate to counter the decline in sales of its traditional products;

●

The ability to develop, field test, manufacture and sell new products in sufficient quantities to achieve profitability;

●

The ability to sustain meaningful product differentiation and achieve substantial gross margins;

●

~~Transition Networks’ reliance~~Reliance on contract manufacturers and OEMs to supply it with components and products in a timely manner as ~~Transition Networks develops~~we develop and ~~introduces~~introduce new products;

●

The fact that as ~~Transition Networks~~an aftermath of the COVID-19 Pandemic, the Company has faced some slowdown and uncertainty with respect the future delivery of components of some of its products, including publicized computer chip shortages and longer supplier lead times for components;

●

The fact that as this segment has more success in selling its products, including PoE products, as part of major infrastructure projects, it may experience significant fluctuations in quarter-to-quarter and year-to-year revenue and profitability; and

●

~~Transition Networks’~~Our ability to manage ~~its~~an inventory of components and finished products that is complex and complicated by ~~its~~our need to maintain a significant inventory of components (i) that may be or become in short supply or discontinued by the component manufacturer, (ii) that must be purchased in bulk to obtain favorable pricing, or (iii) that require long lead times. These factors may result in ~~Transition Networks~~this business segment purchasing and maintaining significant amounts of inventory, that if not used or expected to be used based on anticipated production requirements, (i) may become excess or obsolete and (ii) could result in sales price reductions or inventory write-downs that could adversely affect ~~Transition Networks’~~this business and results of operations.

~~JDL Technologies~~Services & Support Segment Risks and Uncertainties:

●

~~JDL’s~~Our ability to continue to obtain and manage the historically fluctuating business from its traditional South Florida school district customer, ~~in light of continuing delays in~~particularly because the ~~government funding of~~Company was not selected as the primary vendor on the next multi-year project for this school district customer, ~~including JDL’s ability to efficiently deliver products~~but has been selected as the secondary vendor for structured cabling and ~~services to this customer when funding is restored;~~

enterprise networking;

●

~~JDL’s~~Our ability to expand to other educational ~~prospects;~~

customers;

●

~~JDL’s~~Our ability to profitably increase ~~its~~our business serving small and medium-sized (“SMB”) commercial ~~businesses;~~

businesses as well as any decreased spending by our existing SMB customers due to uncertainty or lower customer demand due to the COVID-19 pandemic;

●

~~JDL’s~~Our ability to successfully and profitably manage a large number of small accounts; ~~and~~

●

~~JDL’s~~Our ability to establish and maintain a productive and efficient ~~workforce.~~

~~Net2Edge’s Risks and Uncertainties:~~

●

~~Net2Edge’s ability to develop, field test, manufacture and sell new products in sufficient quantities to achieve profitability; and~~

workforce;

●

~~Net2Edge’s~~Our ability to ~~sustain meaningful~~compete in a fast growing and large field of SD-WAN competitors, some whom have more features than our current product ~~differentiation~~offering; and ~~achieve substantial gross margins.~~

●

Our ability to continue to integrate the recently acquired Ecessa SD-WAN business and the IVDesk private cloud services into the Services & Support operating segment.

The Company discusses these and other risk factors from time to time in its filings with the SEC, including risk factors presented under Item 1A of the ~~Company’s~~Company's most recently filed Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

Impact of COVID-19 Pandemic

We are subject to risks and uncertainties as a result of the COVID-19 pandemic. In response to the pandemic, we ~~have~~ instituted temporary office closures, implemented shelter-in-place orders and restrictions and instituted a mandatory work from home policy for substantially all office employees, and instituted social distancing work rules for operations personnel that continued to work in our facilities to satisfy customer orders. ~~While~~ Wwee experienced supply chain and demand disruptions during 2020 and the first quarter of ~~2020, it did not have a significant impact on our results. We expect the disruption to our supply to continue throughout 2020,~~2021, as well as higher logistics and operational costs due to the COVID-19 pandemic. At the same time, we have seen an increase in demand for our ~~Transition Networks’~~ fiber and high-speed products as customers are looking to upgrade their networks. WeAs noted below, we are also seeing delays in orders as some projects are pushed out due to the inability to access locations due to the shutdowns. We may also see a slowdown in our business if one or more of our major customer or suppliers delays its purchase or supplies due to uncertainty in its business operations, encounters difficulties in its production due to employee safety or workforce concerns, is unable to obtain materials or labor from third parties that it needs to complete its projects, and may see a slowdown in our collection of receivables if our customers encounter cash flow difficulties or delay payments to preserve their cash resources. In addition, as noted above, we have faced some slowdown and uncertainty with respect to the future delivery of components of some of our products, including publicized chip shortages and longer supplier lead time for other components. We are continuing to actively monitor the effects and potential impacts of the COVID-19 pandemic on all aspects of our business, liquidity and capital resources. The extent to which the COVID-19 pandemic may materially impact our financial condition, liquidity or results of operations is uncertain at this time.

~~Company Results~~

Three Months Ended March 31, 2021 Compared to

Three Months Ended March 31, 2020 ~~Compared to~~

~~Three Months Ended March 31, 2019~~

Consolidated sales ~~decreased 18.3%~~increased 10.9% in the first quarter of ~~2020~~2021 to ~~$9,163,000~~$10,159,000 compared to ~~$11,216,000~~$9,163,000 in the same period of ~~2019.~~2020. Consolidated operating loss from continuing operations in the first quarter of ~~2020 was $1,224,000 compared~~2021 increased to $2,147,000 from an operating loss from continuing operations of ~~$821,000~~$1,224,000 in the first quarter of ~~2019.~~ 2020. Net loss from continuing operations in the first quarter of ~~2020~~2021 was ~~$809,000~~$2,161,000 or $ ~~(0.09)~~(0.23) per share compared to net loss from continuing operations of ~~$792,000~~$809,000 or $ (0.09) per share in the first quarter of ~~2019.~~ 2020.

~~Transition Networks Results~~Electronics & Software

~~Transition Networks~~Electronics & Software sales decreased 8%2% to ~~$8,164,000~~$8,365,000 in the first quarter of ~~2020~~2021 compared to ~~$8,890,000~~$8,536,000 in ~~2019. Transition Networks~~2020. The Electronics & Software segment organizes its sales force by vertical markets and segments its customers geographically. First quarter sales by region are presented in the following ~~table:~~table:

Transition Networks Sales by Region

2020

2019

North America

$
7,442,000

$
6,910,000

International

722,000

1,980,000

$
8,164,000

$
8,890,000

	Electronics & Software Sales by Region
		2021		2020
North America	$	7,201,000	$	7,448,000
International		1,164,000		1,088,000
	$	8,365,000	$	8,536,000

The following table summarizes ~~Transition Networks’~~the 2021 and 2020 ~~and 2019~~ first quarter sales by its major product groups:

	Transition Networks Sales by Product Group				Electronics & Software Sales by Product Group
	2020		2019			2021		2020
Intelligent edge solutions	$	3,100,000	$	2,272,000	$	3,713,000	$	3,354,000
Traditional products		5,064,000		6,618,000		4,652,000		5,182,000
	$	8,164,000	$	8,890,000	$	8,365,000	$	8,536,000

Sales in North America ~~increased $532,000,~~decreased $247,000, or 8%3%, primarily due to ~~a strong quarter of sales~~supply chain constraints in addition to ~~Federal agencies partially offset~~delayed project spending by ~~a decline in sales~~customers due to ~~one major telecommunications customer.~~the COVID-19 pandemic. International sales ~~decreased $1,258,000,~~increased $76,000, or ~~64%~~7%, primarily due to ~~an overall drop~~growth in ~~demand for~~the Asia Pacific region of sales of our traditional ~~products and the economic effects of COVID-19.~~products. Sales of Intelligent edge solutions (“IES”) products increased ~~36%~~11% or ~~$828,000~~$359,000 due to ~~higher sales of~~an uptick in our core IES media converter products by Federal agencies and an uptick in our Switch products used in security and surveillance ~~products and federal government contracts.~~applications. Traditional product sales decreased ~~23%~~10% or ~~$1,554,000~~$530,000 due ~~mainly~~ to ~~a decline~~supply chain constraints in ~~media converter orders from one major telecommunications customer.~~addition to delayed project spending by customers due to the COVID-19 pandemic.

Gross profit on first quarter sales decreased to ~~$3,560,000~~$3,584,000 in ~~2020 as compared to $3,754,000~~2021 from $3,729,000 in ~~2019.~~2020. Gross margin ~~increased~~decreased to ~~43.6%~~42.8% in the first quarter of ~~2020~~2021 from ~~42.2%~~43.7% in ~~2019~~2020 primarily due to ~~sales of~~an unfavorable product mix including some lower margin ~~media converter~~sales on IES products ~~in the prior year.~~sold to Federal agencies due to competitive bidding. Selling, general and administrative expenses decreased 9%7% to ~~$3,344,000,~~$3,608,000, or ~~41.0%~~43.1% of sales, in the first quarter of 2021 compared to $3,897,000, or 45.7% of sales, in the first quarter of 2020 ~~compared to $3,695,000, or 41.6% of sales, in 2019~~ due to reduced travel, marketing and personnel ~~expenses.~~expenses, in part due to steps taken by management in response to the COVID-19 pandemic.

~~Transition Networks had~~Electronics & Software incurred an operating ~~income~~loss of ~~$216,000~~$24,000 in the first quarter of 2021 compared to an operating loss of $168,000 in the first quarter of 2020, ~~compared~~primarily due to ~~operating income of $59,000 in 2019.~~ lower sales and gross margin.

~~JDL Technologies Results~~Services & Support

~~JDL Technologies~~Services & Support sales ~~decreased 63%~~increased 134% to ~~$827,000~~$1,938,000 in the first quarter of ~~2020~~2021 compared to ~~$2,208,000~~$827,000 in ~~2019.~~2020.

~~JDL’s revenues~~Revenues by customer group were as follows:

	JDL Revenue by Customer Group				Services & Support Revenue by Customer Group
	2020		2019			2021		2020
Financial					$	424,000	$	94,000
Healthcare						253,000		190,000
Education	$	93,000	$	1,473,000		63,000		93,000
Healthcare and commercial clients		534,000		451,000
Other commercial clients						1,054,000		250,000
CSI IT operations		200,000		284,000		144,000		200,000
	$	827,000	$	2,208,000	$	1,938,000	$	827,000

Revenues by revenue type were as follows:

	Services & Support Revenue by Type
		2021		2020
Project & product revenue	$	385,000	$	141,000
Services & support revenue		1,553,000		686,000
	$	1,938,000	$	827,000

Revenues from the education sector decreased ~~$1,380,000~~$30,000 or ~~94%~~32% in the first quarter of ~~2020~~2021 as compared to the ~~2019~~2020 first ~~quarter. Sales were below expectations~~quarter due to ~~ongoing funding related delays at our largest education~~the substantial completion of projects from the Company’s Florida school district customer. The Company was not selected as the primary vendor on the next multi-year project for this school district, but has been selected as the secondary vendor for structured cabling and enterprise networking.

Revenue from sales to ~~small and medium-sized commercial businesses (“SMBs”),~~SMBs, which are primarily financial, healthcare and commercial clients increased ~~$83,000~~$1,197,000 or ~~18%~~224% in the first quarter of ~~2020 as compared to 2019 due to~~ ~~new client acquisition and rate increases in our commercial services division. The decrease in the CSI IT operations revenue~~2021 as compared to the first quarter of ~~2019 is related~~2020 due to ~~hardware refresh~~the acquisition of Ecessa on May 14, 2020 and the acquisition of the assets of IVDesk on November 3, 2020. Project and product revenue increased $244,000 or 173% in the first quarter of 2021 as compared to the first quarter of 2020 due primarily to the acquisition of Ecessa and its SD-WAN products. Services and support revenue increased $867,000 or 126% as compared to the same quarter of the prior year ~~that was not repeated~~due to the Company’s acquisition of Ecessa and its service and support revenue on its SD-WAN products as well as the acquisition of IVDesk, which contributed $597,000 in revenue during the ~~current year.~~quarter. Overall, Ecessa contributed $653,000 in revenue during the quarter.

Gross profit ~~decreased 76%~~increased 275% to $776,000 in the first quarter of 2021 compared to $207,000 in the same period in 2020. Gross margin increased to 40.0% in the first quarter of 2021 compared to 25.0% in 2020 due to the increase in services & support revenue, which has higher margins. Selling, general and administrative expenses increased 198% in the first quarter of 2021 to $979,000, or 50.5% of sales, compared to $328,000, or 39.7% of sales, in the first quarter of 2020 ~~compared~~due to ~~$867,000~~the May 2020 acquisition of Ecessa and the inclusion of its general and administrative costs that are not included in the ~~same period in 2019. Gross margin decreased to 25.0%~~prior year.

Services & Support reported an operating loss of $203,000 in the first quarter of ~~2020~~2021 compared to 39.3% in 2019 due to the cost of maintaining the specialized education sector engineering team in anticipation of pending projects we expect to begin in the second quarter of 2020. Selling, general and administrative expenses decreased 13% in the first quarter of 2020 to $328,000, or 39.7% of sales, compared to $376,000, or 17.0% of sales, in 2019 due to cost saving measures put in place.

~~JDL Technologies reported~~ an operating loss of $121,000 in the ~~first quarter of 2020 compared to operating income of $491,000 in the~~ same period of ~~2019~~2020.

��

~~Net2Edge Results~~

~~Net2Edge’s sales decreased 5% to $424,000 in the first quarter of 2020 compared to $448,000 in 2019~~, primarily due to delays in completing final approval for a new product for a key Latin American customer as a result of the Latin American country-wide COVID-19 lock-down. Gross profit decreased 5% to $210,000 in the first quarter of 2020 compared to $221,000 in the same period of 2019. Gross margin increased ~~slightly to 49.5% in 2020 from 49.3% in 2019. Selling,~~selling, general and administrative expenses, decreased 21% in 2020 to $593,000 compared to $748,000 in 2019 due to a reduction in selling expenses and other cost saving measures. Net2Edge reported an operating loss of $383,000 in the first quarter of 2020 compared to an operating loss of $527,000 in the same period of 2019.including amortization expense.

Other

~~As a result of our treatment of Suttle as discontinued operations, “Other”~~“Other” includes non-allocated corporate overhead costs ~~as well as costs allocated to Suttle~~ that are not considered discontinued operations. ~~Each year~~Prior to 2019, the Company ~~estimates~~would estimate annual revenue and headcount for each ~~of its three principal business units~~reporting segment and ~~allocates~~then allocate a portion of shared service corporate overhead costs based on these metrics. Because the Company began presenting its former Suttle ~~is now treated~~segment as discontinued operations ~~these~~in 2019, allocated costs ~~are now~~associated with Suttle were included within ~~Other.~~“Other.”

~~Income Taxes~~Other corporate costs increased by $985,000 due to outside legal and financial consulting costs related to the previously announced Pineapple Energy merger and the April 29, 2021 announced sale of Transition Networks and Net2Edge (the Company’s Electronics & Software operating segment).

Income Taxes

The Company’s loss from continuing operations before income taxes was ~~$813,000~~$2,160,000 in the first ~~three months~~quarter of ~~2020~~2021 compared to a loss from continuing operations before income taxes of ~~$796,000~~$813,000 in the first ~~three months~~quarter of ~~2019.~~2020. The Company’s effective income tax rate was ~~0.5%~~(0.1%) in the first ~~three months~~quarter of ~~2020~~2021 and 0.5% in ~~2019.~~2020. This effective tax rate for ~~2020~~2021 differs from the federal tax rate of 21% due to state income taxes, foreign tax rate differences, foreign losses not deductible for U.S. income tax purposes, the effect of uncertain income tax positions, stock compensation windfalls and changes in valuation allowances related to deferred tax assets. As of December 31, ~~2019,~~2020, the Company had a federal net operating loss carryforward from 2015 through ~~2019~~2020 activity of approximately ~~$7,687,000~~$10,940,000 that is available to offset future taxable income and begins to expire in 2035. The Company also has a federal capital loss carryforward from 2018 of approximately $1,930,000 that is available to offset future capital gains and expires in 2023.

Liquidity and Capital Resources

As of March 31, ~~2020,~~2021, the Company had ~~$32,341,000~~$21,001,000 in cash, cash equivalents, restricted cash, and liquid investments. Of this amount, ~~$16,913,000~~$11,530,000 was invested in short-term money market funds that are not considered to be bank deposits and are not insured or guaranteed by the FDIC or other government agency. These money market funds seek to preserve the value of the investment at $1.00 per share; however, it is possible to lose money investing in these funds. The remainder in cash and cash equivalents is operating cash. The Company also had ~~$11,300,000~~$6,254,000 in investments consisting of ~~commercial paper~~corporate notes and bonds that are traded on the open market and are classified as available-for-sale at March 31, ~~2020.~~2021.

The Company had working capital of ~~$40,592,000~~$26,946,000 at March 31, 2021, consisting of current assets of approximately $33,663,000 and current liabilities of $6,717,000 compared to working capital of $28,320,000 at December 31, 2020 consisting of current assets of ~~approximately $48,192,000~~$35,758,000 and current liabilities of ~~$7,600,000 compared to working capital of $38,052,000 at December 31, 2019, consisting of current assets of $49,402,000 and current liabilities of $11,350,000.~~$7,438,000.

Cash flow provided by operating activities was approximately ~~$241,000~~$200,000 in the first three months of ~~2020~~2021 and ~~$1,191,000 used~~$241,000 generated in the same period of ~~2019.~~2020. Significant working capital changes from December 31, ~~2019~~2020 to March 31, ~~2020~~2021 included a decrease in ~~accounts receivable~~receivables and inventories of ~~$3,641,000, a decrease in accounts payable of $1,026,000~~$1,506,000 and ~~a decrease in accrued compensation and benefits of $812,000.~~ $478,000, respectively.

Net cash provided by investing activities was ~~$6,504,000~~$2,092,000 in first three months of ~~2020~~2021 compared to ~~$217,000 used~~$6,504,000 in ~~2019,~~2020, due to lower proceeds from the maturity of investments and proceeds from the Suttle sale, included in discontinued operations ~~partially offset by additional investment purchases.~~in the prior year.

Net cash used in financing activities was ~~$274,000~~$655,000 in the first three months of ~~2020~~2021 compared to ~~$159,000~~$274,000 used in financing activities in ~~2019.~~2020. The Company paid $550,000 in contingent consideration related to the November 2020 IVDesk acquisition. Cash dividends paid on common stock ~~increased~~decreased to $11,000 in 2021 from $190,000 in 2020 ($0.02 per common share) ~~from $184,000~~. Dividends paid in ~~2019 ($0.02 per common share).~~2021 consisted only of accrued dividends that were paid on deferred stock or restricted stock units that vested and were issued in 2021. Proceeds from common stock issuances, principally issued under the Company’s Employee Stock Purchase Plan, totaled approximately $29,000 in 2021 and $24,000 in ~~2020 and $27,000 in 2019.~~2020. The Company acquired $123,000 and $55,000 in 2021 and ~~$2,000 in~~ 2020, ~~and 2019,~~ respectively, of Company stock from employees to satisfy withholding tax obligations related to share-based compensation, pursuant to terms of Board and shareholder-approved compensation plans. The Company ~~also~~has not acquired ~~$54,000~~Company stock during the first three months of ~~Company stock~~2021 under a $2,000,000 Stock Repurchase Program authorized by the Board of Directors in August 2019. The new 2019 Stock Repurchase Program replaced a 2008 Stock Repurchase Program that had authorized the repurchase of up to 411,910 additional shares, but had no specific dollar amount associated with it. The Company had not made any market repurchases under the 2008 Stock Repurchase Program in the past several years.At March 31, ~~2020,~~2021, there remained ~~$572,000 available for future purchases~~$341,000 under the 2019 Stock Repurchase Program. See “Issuer Purchases of Equity Securities” in Part II, Item 2 of this Form 10-Q.

~~The~~Line of Credit

As discussed above in Note 10, on August 28, 2020, the Company ~~has~~entered into a ~~$15,000,000~~Credit Agreement with Wells Fargo Bank, National Association, establishing a $5,000,000 line of credit ~~from Wells Fargo Bank.~~facility, that replaced a prior facility. On October 29, 2020, the Company entered into a First Amendment to the Credit Agreement. Under the Credit Agreement, as amended, the Company has the ability to obtain one or more letters of credit in an aggregate amount up to $2.0 million, subject to the general terms of the Credit Agreement.

The Company had no outstanding borrowings against the line of credit, or the prior facility, at March 31, 2021 and $2,101,000 was available for use. Due to the revolving nature of loans under this credit facility, additional borrowings and periodic repayments and re-borrowings may be made until the maturity date. Interest on borrowings on the credit line is at LIBOR plus ~~2.0% (3.0%~~1.25%, with a minimum LIBOR rate of 0.75% (2.0% at March 31, ~~2020)~~2021). The ~~Company had no outstanding borrowings against the line of credit at March 31, 2020. The credit agreement~~Credit Agreement expires August ~~12,~~28, 2021 and is secured by ~~assets of~~government securities owned and pledged by the Company.

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.

Critical Accounting Policies

Our critical accounting policies, including the assumptions and judgments underlying them, are discussed in our ~~2019~~2020 Form 10-K in Note 1 Summary of Significant Accounting Policies included in our Consolidated Financial Statements. There were no other significant changes to our critical accounting policies during the three months ended March 31, ~~2020.~~2021.

The Company’s accounting policies have been consistently applied in all material respects and disclose matters such as allowance for doubtful accounts, sales returns, inventory valuation, warranty expense, income taxes, revenue recognition, asset impairment recognition, and foreign currency translation. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the result of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Results may differ from these estimates due to actual outcomes being different from those on which we based our assumptions. Management reviews these estimates and judgments on an ongoing basis.

Recently Issued Accounting Pronouncements

Recently issued accounting standards and their estimated effect on the Company’s condensed consolidated financial statements are also described in Note ~~14,~~15, Recent Accounting Pronouncements, to the Condensed Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Company has no freestanding or embedded derivatives. The Company’s policy is to not use freestanding derivatives and to not enter into contracts with terms that cannot be designated as normal purchases or sales.

The vast majority of our transactions are denominated in U.S. dollars; as such, fluctuations in foreign currency exchange rates have historically not been material to the Company. At March 31, ~~2020~~2021 our bank line of credit carried a variable interest rate based on LIBOR plus ~~2.0%~~1.25%. As noted above, we had no outstanding borrowings at March 31, ~~2020.~~2021.

Based on the Company’s operations, in the opinion of management, no material future losses or exposure exist relative to market risk.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the disclosure controls and procedures, as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report. Based on that evaluation, as detailed below, management concluded that the Company’s disclosure controls and procedures are effective.

(b) Changes in Internal Controls

There have been no changes in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. As disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, we concluded that our internal control over financial reporting was effective.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Not Applicable.

Item 1A. Risk Factors

Not Applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities (registered pursuant to Section 12 of the Exchange Act)

In the three months ending March 31, ~~2020,~~2021, the Company repurchased shares of stock as follows:


ISSUER PURCHASES OF EQUITY SECURITIES	ISSUER PURCHASES OF EQUITY SECURITIES									ISSUER PURCHASES OF EQUITY SECURITIES
Period		(a) Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(b) Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs			(a) Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(b) Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 2020			—	$	—		—	$	625,583
February 2020			—		—		—		625,583
March 2020			9,557		5.59		9,557		572,182
January 2021												—	$	—		—	$	341,242
February 2021												—		—		—		341,242
March 2021												20,607		5.99		—		341,242
Total			9,557	$	5.59		9,557	$	572,182			20,607	$	5.99		—	$	341,242

(1)

The total number of shares purchased includes: shares purchased under the Board’s authorization, including market purchases and privately negotiated purchases.

Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

Not Applicable.

Item 6. Exhibits.

The following exhibits are included herein:

~~2.1~~

Agreement and Plan of Merger dated as of May 8, 2020, by and among (i) Communications Systems, Inc., a Minnesota corporation, (ii) Resilient Corp., a Minnesota corporation and a wholly owned subsidiary of Communications Systems, Inc., and (iii) Ecessa Corporation, a Minnesota corporation.

~~3.2~~

~~Communications Systems, Inc. Bylaws amended through April 10, 2020~~

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act).

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act).

32.

Certifications pursuant Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. §1350).

99.1

Press Release dated May 7, 2021 Announcing 2021 First Quarter Results

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	By	/s/ ~~Roger H.D. Lacey~~ Anita Kumar
		~~Roger H.D. Lacey~~	Anita Kumar
Date:	May ~~15, 2020~~ 7, 2021		Chief Executive Officer

			/s/ Mark Fandrich
			Mark Fandrich
Date:	May ~~15, 2020~~ 7, 2021		Chief Financial Officer

	March 31			December 31
	2020			2019
CURRENT ASSETS:
Cash and cash equivalents	$	20,561,982		$	13,928,504
Restricted cash		479,128			679,006
Investments		11,299,604			9,449,650
Trade accounts receivable, less allowance for doubtful accounts of $151,000 and $154,000, respectively		6,565,654			10,242,405
Inventories		8,089,911			8,531,112
Prepaid income taxes		77,078			72,994
Other current assets		1,118,883			1,160,865
Current assets held for sale		—			5,337,274
TOTAL CURRENT ASSETS		48,192,240			49,401,810

PROPERTY, PLANT AND EQUIPMENT, net		7,951,593			8,238,089
OTHER ASSETS:
Investments		355,000			250,000
Deferred income taxes		—			9,534
Operating lease right of use asset		339,933			367,909
Non-current assets held for sale		—			883,370
TOTAL OTHER ASSETS		694,933			1,510,813
TOTAL ASSETS	$	56,838,766		$	59,150,712

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	2,675,534		$	3,720,445
Accrued compensation and benefits		2,390,525			3,517,331
Operating lease liability		113,022			115,935
Other accrued liabilities		2,220,269			2,602,752
Dividends payable		200,708			200,363
Current liabilities held for sale		—			1,193,218
TOTAL CURRENT LIABILITIES		7,600,058			11,350,044
LONG TERM LIABILITIES:
Long-term compensation plans		67,175			164,348
Operating lease liability		208,831			244,038
TOTAL LONG-TERM LIABILITIES		276,006			408,386
COMMITMENTS AND CONTINGENCIES (Footnote 8)
STOCKHOLDERS’ EQUITY
Preferred stock, par value $1.00 per share; 3,000,000 shares authorized; none issued
Common stock, par value $.05 per share; 30,000,000 shares authorized; 9,346,966 and 9,252,749 shares issued and outstanding, respectively		467,347			462,637
Additional paid-in capital		43,381,778			42,977,914
Retained earnings		5,957,796			4,649,395
Accumulated other comprehensive loss		(844,219	)		(697,664	)
TOTAL STOCKHOLDERS’ EQUITY		48,962,702			47,392,282
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	56,838,766		$	59,150,712

	Three Months Ended March 31
	2020			2019

Sales	$	9,162,742		$	11,216,170
Cost of sales		5,425,595			6,589,954
Gross profit		3,737,147			4,626,216
Operating expenses:
Selling, general and administrative expenses		4,960,890			5,447,595
Total operating expenses		4,960,890			5,447,595
Operating loss from continuing operations		(1,223,743	)		(821,379	)
Other income (expenses):
Investment and other income		111,757			44,890
Gain (loss) on sale of assets		308,403			(9,935	)
Interest and other expense		(9,593	)		(9,444	)
Other income, net		410,567			25,511
Operating loss from continuing operations before income taxes		(813,176	)		(795,868	)
Income tax benefit		(4,457	)		(3,972	)
Net loss from continuing operations		(808,719	)		(791,896	)
Net income from discontinued operations, net of tax		2,313,352			1,032,009
Net income		1,504,633			240,113

Other comprehensive (loss) income, net of tax:
Unrealized loss on available-for-sale securities		(14,452	)		—
Foreign currency translation adjustment		(132,103	)		28,618
Total other comprehensive (loss) income		(146,555	)		28,618
Comprehensive income	$	1,358,078		$	268,731

Basic net income (loss) per share:
Continuing operations	$	(0.09	)	$	(0.08	)
Discontinued operations		0.25			0.11
	$	0.16		$	0.03

Diluted net income (loss) per share:
Continuing operations	$	(0.09	)	$	(0.08	)
Discontinued operations		0.25			0.11
	$	0.16		$	0.03

Weighted Average Basic Shares Outstanding		9,265,590			9,176,093
Weighted Average Dilutive Shares Outstanding		9,445,299			9,176,093
Dividends declared per share	$	0.02		$	0.02

													Accumulated
							Additional						Other
	Common Stock						Paid-in			Retained			Comprehensive
	Shares			Amount			Capital			Earnings			Loss			Total
BALANCE AT DECEMBER 31, 2019		9,252,749		$	462,637		$	42,977,914		$	4,649,395		$	(697,664	)	$	47,392,282
Net income		—			—			—			1,504,633			—			1,504,633
Issuance of common stock under Employee Stock Purchase Plan		3,549			177			21,720			—			—			21,897
Issuance of common stock to Employee Stock Ownership Plan		66,059			3,303			404,281			—			—			407,584
Issuance of common stock under Executive Stock Plan		46,584			2,329			—			—			—			2,329
Share based compensation		—			—			79,168			—			—			79,168
Other share retirements		(21,975	)		(1,099	)		(101,305	)		(6,382	)		—			(108,786	)
Shareholder dividends ($0.02 per share)		—			—			—			(189,850	)		—			(189,850	)
Other comprehensive loss		—			—			—			—			(146,555	)		(146,555	)
BALANCE AT MARCH 31, 2020		9,346,966		$	467,347		$	43,381,778		$	5,957,796		$	(844,219	)	$	48,962,702


	Foreign Currency Translation			Unrealized gain (loss) on securities			Accumulated Other Comprehensive Loss
December 31, 2019	$	(709,000	)	$	11,000		$	(698,000	)

Net current period change		(132,000	)		(14,000	)		(146,000	)

March 31, 2020	$	(841,000	)	$	(3,000	)	$	(844,000	)


	Transition Networks Sales by Region
	Three Months Ended March 31
	2020		2019
North America	$	7,442,000	$	6,910,000
International		722,000		1,980,000
	$	8,164,000	$	8,890,000


December 31, 2019

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash Equivalents		Short-Term Investments		Long-Term Investments

Cash equivalents:
Money Market funds	$	8,761,000	$	—	$	—		$	8,761,000	$	8,761,000	$	—	$	—
Subtotal		8,761,000		—		—			8,761,000		8,761,000		—		—

Investments:
Commercial Paper		8,695,000		—		(1,000	)		8,694,000		—		8,694,000		—
Corporate Notes/Bonds		756,000		—		—			756,000		—		756,000		—
Convertible Debt		250,000		—		—			250,000		—		—		250,000
Subtotal		9,701,000		—		(1,000	)		9,700,000		—		9,450,000		250,000


Total	$	18,462,000	$	—	$	(1,000	)	$	18,461,000	$	8,761,000	$	9,450,000	$	250,000


	Amortized Cost		Estimated Market Value

Due within one year	$	11,316,000	$	11,300,000
Due after one year through five years		355,000		355,000
	$	11,671,000	$	11,655,000