PERFORMANCE TECHNOLOGIES INC \DE\
10-Q, 1996-08-14
PRINTED CIRCUIT BOARDS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                               -----------------


                                    FORM 10-Q

(Mark One)
       [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
                       For the Quarter Ended June 30, 1996
                                       OR
       [   ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
            THE SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from to
                         Commission File Number 0-27460



                     PERFORMANCE TECHNOLOGIES, INCORPORATED
             (Exact name of registrant as specified in its charter)



                             -------------------

               Delaware                              16-1158413
    (State or other jurisdiction of     (I.R.S. Employer Identification No.)
    incorporation of organization)
                                                        14620
315 Science Parkway, Rochester New York              (Zip Code)
    (Address of principal executive
               offices)
          Registrant's telephone number, including area code: (716) 256-0200

                        -----------------------------



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


      The number of shares  outstanding  of the  registrant's  common  stock was
4,782,543 as of August 8, 1996.


- --------------------------------------------------------------------------------


<PAGE>
           Performance Technologies, Incorporated and Subsidiaries

                                    Index


                                                                          Page
Part I.                 Financial Information

Item 1.                 Consolidated Financial Statements

            Consolidated Balance Sheets as of June 30, 1996 (unaudited)
            and December 31, 1995                                           3

            Consolidated Statements of Income For The Three and Six
            Months Ended June 30, 1996 and 1995 (unaudited)                 4

            Consolidated Statements of Cash Flows For The Six Months
            Ended June 30, 1996 and 1995 (unaudited)                        5

            Notes to Consolidated Financial Statements For The Six
            Months Ended June 30, 1996                                      6

Item 2.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                       7


Part II.                Other Information

Item 4.     Submission of Matters to Vote of Security Holders              10

Item 6.     Exhibits and Reports on Form 8-K                               10

Signatures                                                                 12


<PAGE>



Performance Technologies, Incorporated and Subsidiaries
Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                              June 30,          December 31,
                                                1996                1995
                                           ---------------      --------------
                                             (UNAUDITED)

ASSETS
<S>                                           <C>                  <C>
Current Assets
   Cash and cash equivalents                  $13,729,000          $2,466,000
   Accounts receivable, net                     2,998,000           2,210,000
   Inventories - Note D                         4,424,000           3,412,000
   Prepaid income taxes                           216,000             334,000
   Prepaid expenses and other                     151,000             294,000
   Deferred taxes                                 213,000             238,000
                                           ---------------      --------------
      Total current assets                     21,731,000           8,954,000


Equipment and improvements, net                 1,078,000           1,078,000

Software capitalization, net                      481,000             418,000

Other assets - Note C                             208,000              73,000
                                           ---------------      --------------
Total assets                                  $23,498,000         $10,523,000
                                           ===============      ==============


LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
   Current portion of long term debt              $88,000             $73,000
   Accounts payable                               799,000           1,427,000
   Accrued expenses                             1,571,000           1,239,000
                                           ---------------      --------------
      Total current liabilities                 2,458,000           2,739,000
                                           ---------------      --------------

   Long term debt                                 176,000              57,000
   Deferred taxes                                 157,000             157,000
                                           ---------------      --------------
      Total liabilities                         2,791,000           2,953,000
                                           ---------------      --------------

MINORITY INTEREST - Note C                                             83,000
                                                                --------------

STOCKHOLDERS' EQUITY
   Preferred stock
   Common stock - Note B                           49,000              33,000
   Additional paid-in capital                  12,812,000           1,414,000
   Retained earnings                            8,003,000           6,196,000
   Less: Treasury stock                          (157,000)           (156,000)
                                           ---------------      --------------
      Total stockholders' equity               20,707,000           7,487,000
                                           ---------------      --------------

Total Liabilities and stockholders' equity    $23,498,000         $10,523,000
                                           ===============      ==============

</TABLE>
<PAGE>

Performance Technologies, Incorporated and Subsidiaries
Consolidated Statements of Income
For the Three and Six Months Ending June 30, 1996 and 1995
                                     (UNAUDITED)

<TABLE>
<CAPTION>

                                         Three Months Ended                  Six Months Ended
                                                June 30,                           June 30,
                                        1996             1995             1996              1995
                                     -----------      -----------      ------------      -----------

<S>                                  <C>              <C>              <C>               <C>
Sales                                $6,463,000       $4,144,000       $12,000,000       $8,075,000
Cost of goods sold                    2,742,000        1,925,000         5,106,000        3,628,000
                                     -----------      -----------      ------------      -----------
Gross profit                          3,721,000        2,219,000         6,894,000        4,447,000
                                     -----------      -----------      ------------      -----------

Operating expenses:
   Selling and marketing                889,000          481,000         1,569,000          952,000
   Research and development             729,000          372,000         1,322,000          744,000
   General and administrative           805,000          647,000         1,393,000        1,320,000
                                     -----------      -----------      ------------      -----------
     Total operating expenses         2,423,000        1,500,000         4,284,000        3,016,000
                                     -----------      -----------      ------------      -----------

Income from operations                1,298,000          719,000         2,610,000        1,431,000
Other income                            175,000           34,000           307,000           86,000
                                     -----------      -----------      ------------      -----------

Income before taxes and
   minority interest                  1,473,000          753,000         2,917,000        1,517,000
Provision for income taxes              558,000          231,000         1,086,000          484,000
                                     -----------      -----------      ------------      -----------

Income before minority interest         915,000          522,000         1,831,000        1,033,000
Minority interest - Note C               (5,000)          (5,000)          (24,000)         (57,000)
                                     -----------      -----------      ------------      -----------

Income from continuing operations       910,000          517,000         1,807,000          976,000

Loss from discontinued operations                                                           (19,000)
                                     -----------      -----------      ------------      -----------

Net income                             $910,000         $517,000        $1,807,000         $957,000
                                     ===========      ===========      ============      ===========

Earnings per share:
   Income from continuing operations      $0.18            $0.16             $0.38            $0.30
                                     -----------      -----------      ------------      -----------
   Loss from discontinued operations                                                          (0.01)
                                     -----------      -----------      ------------      -----------
   Net income                             $0.18            $0.16             $0.38            $0.29
                                     -----------      -----------      ------------      -----------

Weighted average common and
   common share equivalents           4,968,000        3,286,000         4,721,000        3,288,000
                                     ===========      ===========      ============      ===========

</TABLE>
<PAGE>



Performance Technologies, Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
For the Six Months Ending June 30, 1996 and 1995
                        (UNAUDITED)

<TABLE>
<CAPTION>

                                                                Six Months Ended
                                                                     June 30,
                                                            1996              1995
                                                         ------------      ------------

<S>                                                       <C>                 <C>
Cash flows from operating activities
      Net Income                                          $1,807,000          $957,000
      Non-cash adjustments:
         Depreciation and amortization                       352,000           306,000
         Provision for bad debts                            (104,000)          128,000
         Reserve for inventory obsolescence                  309,000           136,000
         Gain on sale of equipment                            (8,000)
         Minority Interest                                    24,000            57,000
         Deferred income taxes                                25,000            30,000
         Issuance of warrants                                                   61,000
      Changes in operating assets and liabilities:
         Accounts receivable                                (684,000)         (622,000)
         Inventories                                      (1,321,000)         (381,000)
         Prepaid expenses and other                          152,000           (28,000)
         Accounts payable                                   (248,000)
         Accrued expenses                                    332,000           355,000
         Prepaid income taxes                                118,000             7,000
         Discontinued operations - non-cash charges
            and working capital changes                                        495,000
                                                         ------------      ------------
      Net cash provided by operating activities              754,000         1,501,000
                                                         ------------      ------------

Cash flows from investing activities
      Cash purchases of equipment and improvements          (581,000)         (121,000)
      Proceeds from sale of equipment                          8,000
      Capitalized software development                      (196,000)         (166,000)
      Purchase of remaining shares in subsidiary             (93,000)
      Investing activities of discontinued operations                         (129,000)

                                                         ------------      ------------
      Net cash used by investing activities                 (862,000)         (416,000)
                                                         ------------      ------------

Cash flows from financing activities
      Payments on capital lease obligations                  (30,000)          (32,000)
      Borrowings from line of credit                                           535,000
      Repayment of line of credit and notes payable          (12,000)       (1,441,000)
      Net proceeds from issuance of common stock          11,413,000           105,000
                                                         ------------      ------------
      Net cash provided (used) by financing activities    11,371,000          (833,000)
                                                         ------------      ------------
      Net increase in cash                                11,263,000           252,000

Cash and cash equivalents at beginning of period           2,466,000           620,000
                                                         ------------      ------------
Cash and cash equivalents at end of period               $13,729,000          $872,000
                                                         ============      ============

</TABLE>
<PAGE>

           Performance Technologies, Incorporated and Subsidiaries
                  Notes to Consolidated Financial Statements
                    For The Six Months Ended June 30, 1996
                                 (Unaudited)


Note  -  A  The  unaudited  consolidated  financial  statements  of  Performance
Technologies,  Incorporated and subsidiaries  (the "Company") have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information and with the instructions to Form 10 - Q and Article 10 of
Regulation  S-X of the  Securities  and Exchange  Commission.  Accordingly,  the
consolidated  financial  statements  do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  In the opinion of management,  all adjustments considered
necessary  for a fair  presentation  have been  included.  The  results  for the
interim periods are not necessarily indicative of the results to be expected for
the year. The accompanying  consolidated  financial statements should be read in
conjunction  with  the  consolidated   financial  statements  presented  in  the
Company's Special Report on Form 10 - K.

Note - B There were  4,779,306 and 3,166,000  shares issued and  outstanding  at
June 30, 1996 and December 31, 1995,  respectively,  of the  Company's  $.01 par
value Common  Stock.  During the six months ended June 30, 1996,  13,825  common
shares were issued upon the exercise of stock options.

Note - C On March 31, 1996,  the Company  paid  $44,000 and executed  promissory
notes to the selling stockholders totaling $176,000 to acquire an additional 39%
interest  in its  subsidiary,  UconX  Corporation.  On  April  30,  1996,  UconX
purchased the outstanding shares of its other remaining stockholders for $48,000
resulting  in UconX  becoming  a  wholly-owned  subsidiary  of the  Company.  In
connection  with  these  transactions,   additional  goodwill  of  $188,000  was
recorded. Goodwill is amortized using the straight-line method over five years.

Note - D  Inventories  consisted of the  following at June 30, 1996 and December
31, 1995:

                                                June 30,          December 31,
                                                  1996                1995
                                              -----------         ------------
      Purchased parts and components          $ 1,730,000          $ 1,467,000
      Work in process                           2,705,000            1,691,000
      Finished goods                              338,000              383,000
                                              -----------         ------------
                                                4,773,000            3,541,000
      Less:reserve for inventory obsolescence    (349,000)            (129,000)
                                              -----------         ------------
        Net                                   $ 4,424,000          $ 3,412,000
                                              ===========         ============

Note - E In October 1995,  the Financial  Accounting  Standards  Board  ("FASB")
issued FAS No. 123 Accounting for Stock-Based Compensation, effective for fiscal
years  beginning  after  December 15, 1995. FAS 123 indicates a preference for a
fair value based method of accounting for employee stock options, but allows for
continuation  of  the  intrinsic  value  based  method  under  U.S.   Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees". The
Company has chosen to continue  its use of the  intrinsic  value based method of
accounting,  but will present required  financial  statement  disclosures in its
Annual Report on Form 10-K for the year ended December 31, 1996 to be filed with
the U.S. Securities and Exchange Commission.


<PAGE>



           Performance Technologies, Incorporated and Subsidiaries

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

      The following discussion and analysis of the Company's financial condition
and  results of  operations  during the  periods  included  in the  accompanying
financial statements focuses on the Company's continuing operations and does not
include any  discussion or analysis  with respect to the Company's  discontinued
operations. In March 1995, the Telecommunications,  Vision Systems and Data Base
Management  Software  businesses were consolidated into one corporation and spun
off to our stockholders ("Spin-Off").

Overview

      The Company's revenues are generated from products designed to enhance the
performance of network systems based on varied computer architectures  including
VMEbus,  SBus and  PCIbus.  The  Company  has a proven  record of  adapting  its
products to a continually changing marketplace.

      Historically,  approximately 65% of the Company's sales have been to OEMs.
Management  intends to increase its marketing efforts to VARs,  distributors and
systems  integrators to develop a larger  worldwide  distribution  network.  The
Company  has  increased  sales  primarily  by  developing  new  products  and by
increasing  the  unit  sales  volumes  of  existing  products.   Domestic  sales
represented  93% of total sales for the second  quarter  ending  June 30,  1996,
compared to 86% for 1995. During the second quarter, the Company participated in
two major computer  shows,  Interop 96 and Networks Expo 96 (United  Kingdom) to
promote its networking and communications  products. Two of the Company's stated
sales  objectives  for 1996 are to open a direct  sales  office  in  Europe  and
investigate  opening  another direct sales office in the Pacific Rim. During the
second quarter,  the Company opened a direct sales office in Munich,  Germany to
sell its WAN, LAN and data storage interface systems products.

      During the second quarter, the Company released and began shipping two new
products:  the Ultra SCSI Adapter which increases the  performance,  reliability
and disk throughput of Sun  workstations;  and ComLink  Communications  Software
which makes  several of the Company's WAN  controllers  Plug n' Play  compatible
with Sun Microsystems, Inc.'s SunLink communications software.

      In April,  the Company  launched  its  Ethernet  Protocol  Switch,  Nebula
2000(TM) and its  StarGazer(TM)  Network  Management  Software at the Interop 96
computer show. The Nebula 2000 switch provides powerful capabilities for growing
networks,  coupled with the advanced  StarGazer  network  management system that
allows network  managers  greater access into their network  configurations  and
visibility  of  network  traffic.  During the  quarter,  the  Company  staffed a
separate  organization  to establish  distribution  channels for these products.
Discussions are underway to place these products with a national  distributor of
networking products and also with a potential "private label" reseller.

      In order to meet its aggressive growth plans, the Company must continue to
develop new and more advanced networking and communication  products. To achieve
this objective,  the Company intends to hire  approximately ten new hardware and
software  engineers  during 1996.  Recruiting  engineers is one of the Company's
greatest  challenges.  While a number of engineers were hired early in the year,
the  Company  is  actively  recruiting  to  fill  open  positions  and  is  also
investigating   alternative  strategies.  As  the  Company  succeeds  in  hiring
qualified  engineers  and  further  accelerates  the  development  of  its  next
generation LAN, WAN and Ethernet  switching  products,  research and development
expenses  will likely  represent a greater  percentage of sales than in the past
several years.


<PAGE>

      In May, Alan Daniels,  the Company's  western regional sales manager,  was
promoted to the position of President of UconX Corporation. A new regional sales
manager was hired for the west coast as his replacement.  On March 31, 1996, the
Company paid $44,000 and executed  promissory notes to the selling  stockholders
for  $176,000 to acquire an  additional  39% interest in its  subsidiary,  UconX
Corporation.  On April 30, 1996, UconX purchased its other remaining outstanding
shares for $48,000 resulting in UconX becoming a wholly-owned  subsidiary of the
Company. In connection with these transactions,  additional goodwill of $188,000
was recorded.  Goodwill is amortized  using the  straight-line  method over five
years.

          Quarter and Six Months Ended June 30, 1996, compared with
                the Quarter and Six Months Ended June 30, 1995

      SALES.  Sales for the  second  quarter  of 1996  increased  by  $2,319,000
(56.0%) to $6,463,000,  from $4,144,000 for the second quarter of 1995 primarily
due to the increasing  demand for the Company's WAN and LAN/FDDI  products.  The
second  quarter of 1996 also benefited  from a significant  contract  originally
scheduled  for shipment  over the second and third  quarters of 1996,  which was
expedited at the customer's  request and completely shipped during this quarter.
Sales for the six months ended June 30, 1996 increased by $3,925,000  (48.6%) to
$12,000,000, from $8,075,000 for the six months ended June 30, 1995.

      International  sales  amounted to $465,000 for the quarter  ended June 30,
1996, compared to $608,000 in the same quarter in 1995. International sales were
$853,000 for the six months ended June 30, 1996,  compared to $1,158,000 for the
first six months of last year. The decline in international  sales is reflective
of economic  conditions  abroad.  It is anticipated that the  establishment of a
direct  sales  office in Europe in April 1996 will  enable  the  Company to gain
increasing market share for its products over the next twelve months.

      GROSS  PROFIT.  Gross  profit  consists of sales,  less cost of goods sold
including materials costs,  manufacturing  expenses and amortization of software
development costs. Gross profit for the second quarter,  1996 increased by 67.7%
to  $3,721,000,  from  $2,219,000  for the second  quarter  1995.  Gross  margin
improved  to 57.6% of sales for the  quarter,  from 53.5% in the second  quarter
1995.  Gross  profit for the six months ended June 30, 1996  increased  55.0% to
$6,894,000, from $4,447,000 for the first half of 1995. Gross margin improved to
57.5% of sales for the first six  months of 1996,  from 55.1% for the first half
of 1995. The improved margin is attributable to favorable product mix along with
manufacturing efficiencies associated with higher volumes of business.

      OPERATING EXPENSES.  Total operating expenses increased to $2,423,000,  or
37.5 % of sales for the second quarter 1996, from $1,500,000,  or 36.2% of sales
for  the  comparable  1995  quarter.   Total  operating  expenses  increased  to
$4,284,000,  or 35.7 % of sales for the first half of 1996, from $3,016,000,  or
37.3% of sales for the six months ended June 30, 1995.

      Selling and marketing  expenses  increased to $889,000,  or 13.8% of sales
for the  second  quarter  1996,  from  $481,000,  or 11.6% of sales for the same
quarter in 1995.  Selling and marketing  expenses  increased to  $1,569,000,  or
13.1% of sales for the six months ended June 30, 1996,  from $952,000,  or 11.8%
of sales for the first half of 1995.  The  majority of the increase in sales and
marketing  expenses in 1996 is attributable to higher  advertising and marketing
expenses including those associated with the launch of the new Ethernet Protocol
Switch,  Nebula 2000 and its StarGazer Network Management  Software at two major
computer shows.  Meaningful  revenues from these new switching  products are not
anticipated until late in the year.

      Research and development expenses were $729,000, or 11.3% of sales for the
second quarter 1996,  compared to $372,000,  or 9.0% of sales for the comparable
1995 quarter.  Research and development  expenses were  $1,322,000,  or 11.0% of
sales for the six months ended June 30, 1996,  compared to $744,000,  or 9.2% of
sales for the six months ended June 30, 1995. Research and development  expenses
consist  primarily  of employee  salary and  benefit  costs,  cost of  materials
consumed in  developing  and  designing  new products  and, to a lesser  extent,
contract product development and equipment rental.  Certain engineering expenses
associated with the

<PAGE>

development  of software are  capitalized  and  amortized to cost of goods sold.
Research and development  expenses increased during the first and second quarter
of 1996, primarily reflecting higher engineering staff levels which are expected
to increase throughout the remainder of the year.

      General and  administrative  expenses  increased to $805,000,  or 12.5% of
sales for the second quarter 1996,  compared to $647,000,  or 15.6% of sales for
the second  quarter  1995.  General and  administrative  expenses  increased  to
$1,393,000,  or 11.6% of sales for the six months ended June 30, 1996,  compared
to  $1,320,000,  or 16.3% of sales for the first half of 1995.  The  increase in
general  and  administrative  expenses  of 5.5% for the first six months of this
year reflects additions of administrative  personnel,  corporate-wide incentives
and corporate costs associated with being a public company, offset by reductions
in certain overhead expenses.

      INCOME  TAXES.  The  provision for income taxes was $558,000 in the second
quarter,  1996, compared to $231,000 for the same quarter in 1995. The effective
corporate income tax rate for the second quarter of 1996 was 37.8%,  compared to
30.6% for the second  quarter of 1995.  For the six months  ended June 30, 1996,
the provision for income taxes amounted to $1,086,000,  compared to $484,000 for
the first six months of 1995. The effective corporate income tax rate was 37.2%,
compared  to 31.9%  for the  first  six  months  of 1995.  The  increase  in the
effective  corporate  income tax rate during 1996 is due to the  utilization  of
research and development  tax credits in 1995. As a result of UconX  Corporation
becoming a wholly  owned  subsidiary,  UconX will be included  in the  Company's
consolidated corporate income tax returns beginning in April, 1996.


LIQUIDITY AND CAPITAL RESOURCES

      At June 30, 1996, the Company's primary source of liquidity  included cash
and cash equivalents of $13,729,000 and available borrowings of $2,000,000 under
a demand  loan  agreement  with a bank.  The  Company  had  working  capital  of
$19,273,000  at June 30, 1996,  compared to  $18,408,000  at March 31, 1996, and
$6,215,000 at December 31, 1995.

      Cash  provided by operating  activities  for the six months ended June 30,
1996 was  $754,000,  compared to  $1,501,000  for the same  period in 1995.  The
Company had a zero balance on its bank credit line at June 30, 1996.

      Cash used in investing  activities  for the six months ended June 30, 1996
included  the   purchases   of   equipment  in  the  amount  of  $581,000,   the
capitalization  of certain software  development  costs of $196,000 and the cash
payments  associated with the purchase of additional  interest in its subsidiary
of $93,000.

      Cash  provided by financing  activities  for the six months ended June 30,
1996 was  $11,371,000.  On January 30,  1996,  the Company  completed an initial
public  offering  of  2,000,000  shares of Common  Stock  through  Wheat,  First
Securities,  Inc. as representative of the underwriters (the "Public Offering").
The net proceeds of the Public Offering were $11,413,000. The Company intends to
use the  proceeds  from the Public  Offering  for  working  capital  and general
corporate purposes.

      Management believes that the net proceeds of the Public Offering, together
with cash generated from operations and available borrowings under the Company's
Demand Loan Agreement will provide adequate funds for the Company's  anticipated
needs,  including working capital,  for at least the twelve months following the
Public  Offering.  Management  also believes that cash provided from  operations
will be sufficient to satisfy all existing debt obligations as they mature.




<PAGE>

    Performance Technologies, Incorporated and Subsidiaries

                           Part II. Other Information

Item 4.  Submission of Matters to Vote of Security Holders

                  The 1996 Annual  Meeting of  Stockholders  was held on June 5,
1996. The Directors elected at the meeting were as follows:

                                                       Votes Cast
                  Nominees                         For            Abstain
                                                 ---------        -------
                  Charles E. Maginness           3,749,930         4,200
                  Bernard Kozel                  3,749,930         4,200

                  The  stockholders  voted to ratify  the  appointment  of Price
Waterhouse LLP as independent  accountants for 1996.  3,748,830 shares of common
stock were voted in favor of the  proposal,  1,700  shares of common stock voted
against the proposal and 3,600 shares of common stock abstained.

                  The  stockholders  also voted to approve an  amendment  to and
restatement of the  Performance  Technologies,  Incorporated  Stock Option Plan.
3,387,473  shares of common stock voted in favor of the proposal,  98,937 shares
of common  stock voted  against the  proposal  and 7,720  shares of common stock
abstained.

Item 6.  Exhibits and Reports on Form 8-K

         A.    Exhibits

               Exhibit 11 - Computation of earnings per share.

         B.    Reports on Form 8-K

         There were no reports on Form 8-K filed  during the three month  period
         ended June 30, 1996.

<PAGE>
Performance Technologies, Incorporated and Subsidiaries
Exhibit 11 - Computation of Earnings Per Share
For  the Three and Six Months Ending June 30, 1996 and 1995


<TABLE>
<CAPTION>

                                                Three Months Ended                 Six Months Ended
                                                    June 30,                          June 30,
                                              1996             1995             1996             1995
                                           -----------      -----------      -----------      -----------

<S>                                        <C>              <C>              <C>              <C>

Weighted average common and common share equivalents:

Weighted average common shares
  outstanding during the period             4,774,000        3,059,000        4,553,000        3,061,000

Weighted average common
  share equivalents                           194,000          227,000          168,000          227,000
                                           -----------      -----------      -----------      -----------
                                            4,968,000        3,286,000        4,721,000        3,288,000
                                           ===========      ===========      ===========      ===========

Net Income                                   $910,000         $517,000       $1,807,000         $957,000
                                           ===========      ===========      ===========      ===========

Earnings per share:
   Income from continuing operations            $0.18            $0.16            $0.38            $0.30
                                           -----------      -----------      -----------      -----------
   Loss from discontinued operations                                                               (0.01)
                                           -----------      -----------      -----------      -----------
   Net income                                   $0.18            $0.16            $0.38            $0.29
                                           -----------      -----------      -----------      -----------

</TABLE>
<PAGE>


                                   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 thereunto duly authorized.


                        PERFORMANCE TECHNOLOGIES, INCORPORATED





August 14, 1996                           By: s/   Charles E. Maginness
                                          -----------------------------
                                                   Charles E. Maginness
                                          Chairman of the Board of Directors and
                                                   Chief Executive Officer




August 14, 1996                           By: s/   Dorrance W.Lamb
                                          -----------------------------
                                                   Dorrance W. Lamb
                                               Chief Financial Officer and
                                                   Vice President, Finance




<TABLE> <S> <C>

       
<S>                                  <C>
<ARTICLE>                            5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE JUNE 30, 1996 FINANCIAL STATEMENTS OF PERFORMANCE
TECHNOLOGIES, INC. AND SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                                0001003950
<NAME>                               PERFORMANCE TECHNOLOGIES, INC.
<MULTIPLIER>                               1000
<CURRENCY>                                   US

<S>                                         <C>
<PERIOD-TYPE>                                 3-MOS
<FISCAL-YEAR-END>                    Dec-31-1996
<PERIOD-START>                       Apr-01-1996
<PERIOD-END>                         Jun-30-1996
<EXCHANGE-RATE>                               1
<CASH>                                   13,729
<SECURITIES>                                  0
<RECEIVABLES>                             2,998
<ALLOWANCES>                                  0
<INVENTORY>                               4,424
<CURRENT-ASSETS>                         21,731
<PP&E>                                    2,843
<DEPRECIATION>                            1,765
<TOTAL-ASSETS>                           23,498
<CURRENT-LIABILITIES>                     2,458
<BONDS>                                     176
                         0
                                   0
<COMMON>                                     49
<OTHER-SE>                               20,658
<TOTAL-LIABILITY-AND-EQUITY>             23,498
<SALES>                                   6,463
<TOTAL-REVENUES>                          6,463
<CGS>                                     2,742
<TOTAL-COSTS>                             2,423
<OTHER-EXPENSES>                              0
<LOSS-PROVISION>                              0
<INTEREST-EXPENSE>                            0
<INCOME-PRETAX>                           1,473
<INCOME-TAX>                                558
<INCOME-CONTINUING>                         910
<DISCONTINUED>                                0
<EXTRAORDINARY>                               0
<CHANGES>                                     0
<NET-INCOME>                                910
<EPS-PRIMARY>                                 0.18
<EPS-DILUTED>                                 0.18


        

</TABLE>


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