UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File number 0-20078
THE PEAK TECHNOLOGIES GROUP, INC.
- ----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 22-3028807
- -------------------------------- -------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
600 Madison Avenue, 26th Floor, New York, New York 10022
- --------------------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212-832-2833
-----------------
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 preceeding 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 issuer's Common Stock, $.01 par
value, was 9,274,957 as of October 31, 1996.
THE EXHIBIT INDEX IS FOUND ON PAGE 11
<PAGE> 2.
THE PEAK TECHNOLOGIES GROUP, INC.
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE
- -------------------------------- ----
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at
September 30, 1996 and December 31, 1995 3
Condensed Consolidated Statements of Operations for the
Three and Nine Months ended September 30, 1996 and 1995 4
Condensed Consolidated Statements of Cash Flows for
the Nine Months ended September 30, 1996 and 1995 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation 7
PART II. OTHER INFORMATION
- --------------------------------
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 10
<PAGE> 3.
THE PEAK TECHNOLOGIES GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
- ------------------------------------
Current assets:
Cash $ 326 $ 311
Accounts receivable, less
allowances for doubtful
accounts and sales returns of
$1,412 in 1996 and $1,014 in 1995 51,942 38,949
Inventories 33,331 23,583
Deferred tax asset 2,778 2,791
Prepaid expenses and other
current assets 4,417 1,892
----------- ------------
Total current assets 92,794 67,526
Furniture, equipment and
leasehold improvements 11,984 8,205
Less accumulated depreciation 4,010 2,942
----------- ------------
7,974 5,263
Customer list, less accumulated
amortization of $1,724 in 1996
and $1,533 in 1995 1,200 590
Non-competition agreements, less
accumulated amortization of
$773 in 1996 and $397 in 1995 1,925 517
Cost in excess of fair value of
net assets acquired, less
accumulated amortization of
$3,872 in 1996 and $3,112 in 1995 45,630 28,817
Deferred tax asset 1,442 535
Other assets 1,583 529
----------- ------------
$152,548 $103,777
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 29,650 $ 17,057
Other accrued liabilities 8,192 6,984
Income taxes payable 34 934
Deferred income - maint. contracts 11,444 8,159
----------- ------------
Total current liabilities 49,320 33,134
Long-term debt 23,207 2,476
Other liabilities 2,808 1,534
Commitments and contingencies - -
Stockholders' equity
Preferred stock, $.01 par value;
authorized 2,000,000 shares; none
issued and outstanding - -
Common stock, $.01 par value;
authorized 15,000,000 shares; issued
and outstanding shares of 9,274,957
in 1996 and 8,966,288 in 1995 92 90
Capital in excess of par 65,981 59,623
Retained earnings 11,140 6,920
----------- ------------
Total stockholders' equity 77,213 66,633
----------- ------------
$152,548 $103,777
=========== ============
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 4.
THE PEAK TECHNOLOGIES GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
For the three months For the nine months
ended September 30, ended September 30,
-------------------------- -----------------------
1996 1995 1996 1995
------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
Sales:
Equipment and Systems $ 47,643 $ 37,523 $ 139,200 $ 111,593
Maintenance 9,805 8,059 27,051 23,464
------------ ------------ ----------- -----------
57,448 45,582 166,251 135,057
Cost of Sales:
Equipment and Systems 33,879 25,948 95,012 78,266
Maintenance 5,042 4,071 13,840 11,804
------------ ------------ ----------- -----------
38,921 30,019 108,852 90,070
Gross Profit 18,527 15,563 57,399 44,987
Selling, general, engineering
and administrative expenses 17,091 11,765 47,456 34,286
Amortization of intangibles 614 229 1,361 708
Merger and integration charges - - - 470
------------ ------------ ----------- -----------
Income from operations 822 3,569 8,582 9,523
Other expenses:
Interest expense, net 408 (9) 835 808
Amortization of debt
issuance costs 6 31 30 81
------------ ------------ ----------- -----------
414 22 865 889
------------ ------------ ----------- -----------
Income before income taxes 408 3,547 7,717 8,634
Provision for income taxes 540 1,251 3,525 3,320
------------ ------------ ----------- -----------
Net income (loss) $ (132) $ 2,296 $ 4,192 $ 5,314
============ ============ =========== ===========
Per share data:
Net income (loss) $ (0.01) $ 0.25 $ 0.45 $ 0.64
============ ============ =========== ===========
Average common
shares outstanding 9,267 9,109 9,377 8,296
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 5.
THE PEAK TECHNOLOGIES GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the nine months ended September 30,
---------------------------------------
1996 1995
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $4,192 $5,314
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Depreciation and amortization 2,653 1,432
Accounts receivable (9,406) (5,699)
Inventories (7,628) (1,720)
Income taxes (866) (360)
Accounts payable and accrued liabilities 3,883 (4,350)
Prepaid expenses and other current assets (1,143) (643)
Deferred income - maintenance contracts 2,610 234
Other assets and liabilities 1,123 (3,078)
-------- --------
Net cash used in operating activities (4,582) (8,870)
Cash flows from investing activities:
Capital expenditures (4,065) (2,020)
Purchase of business (13,216) (298)
-------- --------
Net cash used in investing activities (17,281) (2,318)
Cash flows from financing activities:
Borrowing under revolving loans, net 20,559 (10,223)
Repayments of long term debt - (4,166)
Capital contribution and issuance of stock 1,319 26,282
Other - (330)
-------- --------
Net cash provided by financing activities 21,878 11,563
Net increase in cash 15 375
Cash at beginning of the period 311 2,132
-------- --------
Cash at end of the period $ 326 $2,507
======== ========
Supplemental disclosure of cash flow information:
Cash paid during period for:
Income taxes $4,074 $3,111
======== ========
Interest $ 747 $ 648
======== ========
</TABLE>
See notes to consolidated financial statements.
<PAGE> 6.
THE PEAK TECHNOLOGIES GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements include all adjustments (which consist of
only normal, recurring adjustments) necessary for a fair presentation of the
financial position and results of operations as of and for the periods
presented.
Accuscan and Dytec were both merged with the Company during 1995 in
transactions that were accounted for as pooling-of-interests. As a result of
the December 6, 1995 merger with Dytec, Peak's financial position and results
of operations, for all prior periods, have been restated to give effect to the
merger. As a result of the September 30, 1995 merger with Accuscan, Accuscan's
results of operations since January 1, 1995 have been included with the
Company's, however, due to immateriality prior period financial statements
have not been restated.
2. Primary earnings per share are computed by using the weighted average
number of common stock and dilutive common share equivalents outstanding
in the application of the treasury stock method. Primary and fully-diluted
earnings per share are identical.
3. Inventories are stated primarily at the lower of cost (first-in, first-out)
or market and consist of the following:
<TABLE>
<CAPTION>
September 30, 1996 December 31, 1995
------------------ -----------------
<S> <C> <C>
(In thousands)
Equipment:
Components $ 7,868 $ 4,499
Finished goods 14,405 9,869
Maintenance Parts 11,058 9,215
----------------- -----------------
$33,331 $23,583
</TABLE>
4. On January 6, 1995, IPPC merged with the Company in a transaction
accounted for as a pooling-of-interests. In connection with the IPPC merger,
the Company incurred merger and integration charges in the first quarter of
1995 totaling approximately $470,000 ($326,000 after-taxes or $.04 per share).
Of these charges, approximately $250,000 are related to professional fees and
the remaining $220,000 are provisions for the costs of combining operations
of the previously separate companies.
<PAGE> 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following table sets forth certain income statement data expressed as a
percentage of net sales and the percentage change of such item compared
to the corresponding prior period. Accuscan and Dytec were both merged with
the Company during 1995 in transactions that were accounted for as
pooling-of-interests. As a result of the December 6, 1995 merger with Dytec,
Peak's financial position and results of operations, for all prior periods,
have been restated to give effect to the merger. As a result of the September
30, 1995 merger with Accuscan, Accuscan's results of operations since January
1, 1995 have been included with the Company's, however, due to immateriality
prior period financial statements have not been restated. Comparability of
the data is also impacted by acquisitions occurring throughout the periods
presented. Reference is made to the Company's 1995 10-K, for detailed
discussion and analysis of the Company's financial condition and results of
operations for the periods covered by that report.
<TABLE>
<CAPTION>
% Increase/
% of Net Sales (Decrease)
----------------------------- -------------
Three Months Nine Months Three Nine
Ended Sept. 30, Ended Sept. 30, Months Months
-------------- -------------- ---------------
1995 to 1995 to
1996 1995 1996 1995 1996 1996
------ ------ ------ ------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 100.0% 100.0% 26.0% 23.1%
Cost of Sales 67.7 65.9 65.5 66.7 29.7 20.9
------ ------ ------ ------
Gross Profit 32.3 34.1 34.5 33.3 19.1 27.6
Selling, General, Engineering
and Administrative Expenses 29.8 25.8 28.6 25.4 45.3 38.4
Amortization of Intangibles 1.1 0.5 0.8 0.5 168.1 91.8
Merger and Integration Charges - - - 0.3 N/M N/M
------ ------ ------ ------
Income from Operations 1.4 7.8 5.1 7.1 (77.0) (9.9)
Interest and Other Expenses, net 0.7 - 0.5 0.7 N/M (2.7)
------ ------ ------ ------
Income before Income Taxes 0.7 7.8 4.6 6.4 (88.5) (10.6)
====== ====== ====== ======
<FN>
N/M - Not Meaningful
</TABLE>
Results of Operations
September 30, 1996 Compared to September 30, 1995
Net sales for the three months ended September 30, 1996 increased
$11,866,000 or 26.0%, over the third quarter of 1995, to $57,448,000.
Equipment and system sales increased by 27.0% to $47,643,000 and maintenance
service sales increased 21.7% to $9,805,000 during the third quarter of 1996
compared to the third quarter of 1995. Net sales increased $31,194,000 or
23.1% to $166,251,000 for the first nine months of 1996 compared to the same
period of 1995. Equipment and system sales increased by 24.7% to $139,200,000
and maintenance service sales increased 15.3% to $27,051,000 for the nine
months ended September 30, 1996 compared to the same period of 1995. Sales
and results of operations of the 1995 acquisitions of ISF, Datapen, Mandata
and Numeric Arts, as well as, the 1996 acquisitions of Combitrading, Syntest,
Acquidata, Barcode Systeme, and SASS Computer are included with the Company's
from the date of acquisition. Exclusive of the sales impact from these
acquisitions, net sales increased 7.1% and 8.8% for the three and nine months
ended September 30, 1996 over the comparable periods of 1995, due primarily
to increased unit sales. Sales for the quarter ended September 30, 1996
were below expectations due to delays in certain high margin systems orders
and unexpectedly soft sales in the month of September, particularly in
Peak's European operations.
The Company's gross profit margins for the three and nine months ended
September 30, 1996 were 32.3% and 34.5% compared to 34.1% and 33.3% for
the same periods of 1995. For the three and nine months ended
September 30, 1996, equipment and systems margins were 28.9% and 31.7%
<PAGE> 8.
compared to 30.9% and 29.9% for the same periods of 1995. Year-to-date
1996 equipment and systems margin improvements, resulting primarily
from the continued focus on the sale of bar code systems which incorporate
Peak's proprietary software and professional services with related hardware,
that generally generate higher gross profit margins, were negatively
impacted by lower third quarter gross profit rates which resulted
primarily from the delay in certain high margin system orders.
Maintenance service margins were 48.6% and 48.8% for the three and nine
months ended September 30, 1996 compared to 49.5% and 49.7% in the three
and nine month periods ended September 30, 1995.
Selling, general, engineering, and administrative ("SGE&A") expense
were 29.8% and 28.6% of net sales in the three and nine months ended
September 30, 1996 compared to 25.8% and 25.4% for the third quarter and
the first nine months of 1995. The increases resulted primarily from lower
than expected sales levels in the third quarter of 1996 together with
increased costs for technical and other personnel and from higher SGE&A
to sales ratios in the Company's European operations.
The Company will address the increase in SGE&A expenses by accelerating
its centralization of functions and elimination of operational redundancies
resulting from its acquisition of companies throughout the U.S. and Europe.
As a result of these actions, Peak expects to incur approximately $5,000,000
in charges related to the closing of offices, severance pay, relocation
and other costs, which will be recognized during the fourth quarter of 1996.
In connection with the IPPC merger, the Company incurred merger and
integration charges in the first quarter of 1995 totaling approximately
$470,000 ($326,000 after-taxes or $.04 per share). Of these charges,
approximately $250,000 were related to professional fees and the remaining
$220,000 were provisions for the costs of combining operations of the
previously separate companies.
Interest costs were $408,000 and $835,000 for the three and nine months
ended September 30, 1996 compared to interest income of $9,000 and costs
of $808,000 for the same periods of 1995.
Income before income taxes was $408,000 in the third quarter of 1996 and
$7,717,000 year to date 1996 compared to $3,547,000 and $8,634,000 for
the same periods of 1995. Third quarter 1996 earnings were negatively
impacted by lower than expected sales, reduced gross profit margins and
increased SGE&A expenses.
Liquidity and Capital Resources
- -------------------------------
The Company's current ratio was 1.9 to 1 at September 30, 1996 versus 2.0
to 1 at December 31, 1995. As of September 30, 1996 working capital was
$43,474,000. As of September 30, 1996 the Company's long-term revolving
loan facility with a bank had an outstanding balance of $23,200,000 with
an available borrowing of approximately $8,800,000. Amounts available
under the Company's $32,000,000 loan facilities and funds generated from
operations have been the Company's primary source of liquidity, which the
Company believes will be sufficient to fund present cash needs.
The Company issued a total of 1,382,819 shares of Peak common stock
through a public stock offering in May 1995. As a result of the offering,
the Company received net proceeds of approximately $25,500,000 which were
used to pay off all then existing debt with the remaining net proceeds
available for general corporate purposes.
During the first quarter of 1995, the Company issued 144,306 shares of
Peak common stock to retire $2,000,000 of subordinated debt, which arose
in connection with the acquisition of Peak Technologies, Inc. in
January 1990.
<PAGE> 9.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibit filed as part of this report is as follows:
Exhibit 10 - Material Contracts - The First Amendment, dated July 31,
1996, to the Loan Agreement, dated November 16, 1995, between The
Peak Technologies Group, Inc. and CoreStates N.A.
Exhibit 27 - Financial Data Schedule - September 30, 1996 Financial
Data Schedule
(b) The reports on Form 8-K filed as part of this report are as follows:
Not Applicable
<PAGE> 10.
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.
THE PEAK TECHNOLOGIES GROUP, INC.
- ----------------------------------
(Registrant)
DATED: November 13, 1996 By: /s/ Edward A. Stevens
-------------------------
EDWARD A. STEVENS
Executive Vice President,
Chief Financial Officer
<PAGE> 11.
EXHIBIT INDEX
-------------
EXHIBIT DESCRIPTION
- ------- -----------
10 The First Amendment, dated July 31, 1996, to the Loan
Agreement, dated November 16, 1995, between The Peak
Technologies Group, Inc. and CoreStates N.A.
27 September 30, 1996 Financial Data Schedule
EXHIBIT 10
FIRST AMENDMENT TO LOAN AGREEMENT
- ---------------------------------
THIS FIRST AMENDMENT (this "Amendment") dated as of
July 31, 1996 is by and among the several borrowers
(each a "Borrower" and collectively "Borrowers") listed
on the signature pages hereto and CoreStates Bank, N.A.
(the "Bank").
BACKGROUND
A)Borrowers and the Bank executed a Loan Agreement
dated as of November 16, 1995 (such Loan Agreement as
amended hereby and may be amended from time to time,
the "Loan Agreement") pursuant to which the Bank made
available to Borrowers a $25,000,000 revolving
credit/term loan facility.
B)Pursuant to Section 2.22 of the Loan Agreement, any
Subsidiary of Peak Technologies Group. Inc. ("Peak")
may become a Borrower under the Loan Agreement, subject
to the terms and conditions set forth in Section 2.22.
C)Borrowers wish to join the following Subsidiaries of
Peak (each such joining Subsidiary a "New Borrower" and
collectively "New Borrowers") to the Loan Agreement:
(1) Peak Technologies Canada Limited;
(2) Peak Technologies BV (Benelux);
(3) Peak Technologies AS (Norway);
(4) Acquidata SA (France);
(5) Barcode BC Systeme (Switzerland);
(6) SASS Computers GMBH (Germany);
(7) Peak Technologies Holdings GMBH (Germany); and
(8) Peak Technologies SA (France).
(D)Borrowers have requested and the Bank is agreeable
to an increase in the Commitment to $32,000,000.
(E)Borrowers have also requested and the Bank is
agreeable to an increase in the Foreign Currency
Sublimit to $10,000,000.
(F)The parties, therefore, are entering into the
following Amendment for such purposes and to otherwise
amend the Loan Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the
parties hereto agree as follows:
1. Defined Terms. Capitalized terms not otherwise
defined in this Amendment will have the meanings
herein given to such terms in the Loan Agreement.
2. Conditions. The Bank's obligations hereunder are
subject to the following terms and conditions:
(A) At or before execution of this Amendment,
Borrowers shall deliver to the Bank the following
documents:
(1) a joinder agreement (the "Joinder Agreement"),
executed by each of the New Borrowers, in form and
substance satisfactory to the Bank, whereby each of
the New Borrowers shall become Borrower under and in
accordance with the Loan Agreement; and
(2) an allonge to the Note (the "Allonge") executed
by each of the Borrowers, inclusive of the New Borrowers.
(B) Within 30 days of the date hereof, Borrowers
shall deliver the following documents to the Bank:
(1) a copy, certified in writing as of the date
hereof by the Secretary or Assistant Secretary
of each Borrower, of resolutions of the Board of
Directors of such Borrower evidencing approval or
ratification of this Amendment, the Allonge and other
matters contemplated hereby;
(2) a copy, certified in writing as of the date hereof
by the Secretary or Assistant Secretary of each New
Borrower, of resolutions of the Board of Directors
of such New Borrower evidencing approval or ratification
of the Joinder Agreement (or such other documentation or
evidence of such action that is the equivalent under
relevant applicable law), the Allonge and other matters
contemplated hereby;
(3) opinions of counsel for each Borrower and New
Borrower acceptable to the Bank dated the date hereof
in form and substance reasonably satisfactory to
the Bank;
(4) a certificate dated the date hereof by the
Secretary or an Assistant Secretary of each New
Borrower as to the names and signatures of the
officers of such New Borrower authorized to sign
the Joinder Agreement and the Allonge and the other
documents or certificates to be executed and delivered
pursuant to the Loan Agreement, as amended hereby;
(5) copies of the Bylaws or the equivalent document
of each New Borrower, certified as true, correct and
complete by such New Borrower's Secretary or Assistant
Secretary on behalf of such New Borrower; and
(6) With respect to each New Borrower, certificates
dated within 30 days of the date hereof for United States
jurisdictions and, as the Bank may require, for
jurisdictions outside of the United States, issued by
the Secretary of State (or similar official) of its
jurisdiction of incorporation stating that such New
Borrower is a corporation duly incorporated and in
good standing under the laws of such jurisdiction
(or such other documentation or evidence of such action
that is the equivalent under relevant applicable law).
3. Amendments to the Loan Agreement. The Loan
Agreement is hereby amended as follows:
(A) The definition for "Commitment" is hereby
amended in its entirety to read as follows:
"Commitment" at any time, means $32,000,000 as such
amount may be reduced in accordance with Section 2.1(D).
(B) The definition for "Foreign Currency Sublimit"
is hereby amended in its entirety to read as follows:
Foreign Currency Sublimit" means $10,000,000.
4. Confirmation of Representations and Warranties.
In order to induce the Bank to enter into this
Amendment, each Borrower hereby confirms, represents
and warrants (A) that the representations and warranties
set forth in the Loan Agreement are accurate on and
as of the date hereof as though made on and as of
this date (or, to the extent any such representation
or warranty expressly relates to a specific date, as
of such specific date) except for changes permitted
in the Loan Agreement or in writing by the Bank; and
(B) No Event of Default or Unmatured Event of Default
shall have occurred and be continuing or will result
from the execution by Borrowers of this Amendment or
any other document contemplated herein.
5. No Waiver; Acknowledgment of each Borrower. With
the exception of written waivers granted by the Bank
to the Borrowers prior to the date hereof, no Unmatured
Event of Default or Event of Default existing on the
date hereof or having occurred prior hereto shall be
deemed to have been waived by the Bank by reason of
entering into this Amendment. Each Borrower acknowledges
its indebtedness presently owed by such Borrower to the
Bank and hereby reaffirms its obligation to pay such
indebtedness to the Bank in full according to the terms
of the Loan Agreement. Each Borrower confirms that it
has no defenses, setoffs, or counterclaims to the
exercise by the Bank of its remedies under the Loan
Agreement or applicable law.
6. Payment of Fees and Expenses. Each Borrower agrees
to pay on demand or to reimburse the Bank, and to save
the Bank harmless against liability for payment of, all
the reasonable out-of-pocket expenses arising in
connection with the review, preparation and enforcement
of this Amendment (including, without limitation, the
reasonable fees and expenses of counsel to the Bank).
7.Continuation of Provisions. The Loan Agreement shall
remain in full force and effect except to the extent
amended hereby. From and after the date that this
Amendment becomes effective, any reference in the Loan
Agreement or similar term, shall be and mean a reference
to the Loan Agreement as amended hereby and as the same
may be further amended, modified or supplemented from
time to time.
8. Miscellaneous.
(A) This Amendment contains all of the modifications to
the Loan Agreement. No further modifications shall be
deemed effective, unless in writing executed in accordance
with the Agreement.
(B) This Amendment shall be binding upon the parties
hereto, their successors and assigns.
(C) This Amendment shall be construed and enforced in
accordance with the laws of the Commonwealth of
Pennsylvania.
9. Counterparts. This Amendment may be executed in
one or more counterparts, each of which shall constitute
an original agreement, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, each Borrower and the Bank have
caused this Amendment to be duly executed by their
respective duly authorized officers as of the date
first above written.
THE PEAK TECHNOLOGIES GROUP, INC.
By: /s/ Michael J. Miller Address:
----------------------
Name: Michael J. Miller 9200 Berger Road
Title: V.P. Corporate Controller Columbia, Maryland 21046
Fax (410) 312-7473
Attest: /s/ Gary Bierc
--------------------
PEAK TECHNOLOGIES, INC.
By: /s/ Michael J. Miller
---------------------
Name: Michael J. Miller 9200 Berger Road
Title: V.P. Corporate Controller Columbia, Maryland 21046
Fax (410) 312-7473
Attest: /s/ Gary Bierc
--------------------
TELPAR, INC.
By: /s/ Michael J. Miller
---------------------- 4181 Centurion Way
Name: Michael J. Miller Addison, TX 75244
Title: V.P. Corporate Controller Fax (214) 233-8947
Attest: /s/ Gary Bierc
--------------------
PEAK TECHNOLOGIES UK LIMITED
By: /s/ Michael J. Miller 3 Prince Rupert House
---------------------- Bumpers Farm Chippenham
Name: Michael J. Miller Wiltshire UK SN146LH
Title: V.P. Corporate Controller
Attest: /s/ Gary Bierc
--------------------
CORESTATES BANK, N.A
By: /s/ Charles Harding 1345 Chestnut Street
--------------------- Philadelphia, PA 19101
Fax: (215) 973-5831
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEPTEMBER 30, 1996 FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 326
<SECURITIES> 0
<RECEIVABLES> 51,942
<ALLOWANCES> 1,412
<INVENTORY> 33,331
<CURRENT-ASSETS> 92,794
<PP&E> 11,984
<DEPRECIATION> 4,010
<TOTAL-ASSETS> 152,548
<CURRENT-LIABILITIES> 49,320
<BONDS> 23,207
0
0
<COMMON> 92
<OTHER-SE> 77,121
<TOTAL-LIABILITY-AND-EQUITY> 152,548
<SALES> 166,251
<TOTAL-REVENUES> 166,251
<CGS> 108,852
<TOTAL-COSTS> 108,852
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<INTEREST-EXPENSE> 835
<INCOME-PRETAX> 7,717
<INCOME-TAX> 3,525
<INCOME-CONTINUING> 4,192
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<CHANGES> 0
<NET-INCOME> 4,192
<EPS-PRIMARY> 0.45
<EPS-DILUTED> 0.45
</TABLE>
