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TMCNet:  PERFORMANCE TECHNOLOGIES INC \DE\ - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

[August 12, 2013]

PERFORMANCE TECHNOLOGIES INC \DE\ - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

(Edgar Glimpses Via Acquire Media NewsEdge) RESULTS OF OPERATIONS Matters discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Form 10-Q include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those discussed in the forward-looking statements.

Critical Accounting Estimates and Assumptions In preparing the financial statements in accordance with the accounting principles generally accepted in the United States (GAAP), estimates and assumptions are required to be made that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information disclosures, including information about contingencies, risk and financial condition. These estimates and assumptions are made during the closing process for the quarter, after the quarter end has passed. The Company believes that given the current facts and circumstances, these estimates and assumptions are reasonable, adhere to GAAP, and are consistently applied. Inherent in the nature of an estimate or assumption is the fact that actual results may differ from estimates, and estimates may vary as new facts and circumstances arise. Management's judgments in making these estimates and relying on these assumptions may materially impact amounts reported for any period.

- 13 - Table of contents The critical accounting policies, judgments and estimates that we believe have the most significant effect on our financial statements are set forth below: · Revenue Recognition · Software Development Costs · Valuation of Inventories · Income Taxes · Product Warranty · Stock-Based Compensation · Restructuring Costs · Carrying Value of Long-Lived Assets Revenue Recognition: Revenue is recognized from product sales in accordance with SEC Staff Accounting Bulletin No. 104, "Revenue Recognition." Product sales represent the majority of our revenue and include both hardware products and hardware products with embedded software. Revenue is recognized from these product sales when persuasive evidence of an arrangement exists, delivery has occurred or services have been provided, the sale price is fixed or determinable, and collectibility is reasonably assured. Additionally, products are sold on terms which transfer title and risk of loss at a specified location, typically the shipping point. Accordingly, revenue recognition from product sales occurs when all factors are met, including transfer of title and risk of loss, which typically occurs upon shipment. If these conditions are not met, revenue recognition is deferred until such time as these conditions have been satisfied.

For arrangements with multiple deliverables, the arrangement consideration is allocated at the inception of an arrangement to all deliverables using the relative selling price method. A selling price hierarchy is employed for determining the selling price of a deliverable, which includes: (1) vendor-specific objective evidence ("VSOE") if available; (2) third-party evidence ("TPE") if vendor-specific objective evidence is not available; and (3) best estimated selling price ("BESP") if neither vendor-specific nor third-party evidence is available. For PT's multiple deliverable arrangements, our products and services qualify as separate units of accounting. The Company's multiple deliverable arrangements generally include a combination of telecommunications hardware and software products, services including installation and training, and support services. These arrangements typically have both software and non-software components that function together to deliver the product's essential functionality. These arrangements generally do not include any provisions for cancellation, termination, or refunds that would significantly impact recognized revenue. Because the Company rarely sells its proprietary hardware and software products on a stand-alone basis or without support, PT is not able to establish VSOE for these products. Additionally, PT generally expects that it will not be able to establish TPE due to the proprietary nature of PT's products and the markets in which we compete.

Accordingly, PT expects the selling price of its products to be based on its BESP. PT has established VSOE for its support and services and, therefore, it utilizes VSOE for these elements.

Since the adoption of this guidance on January 1, 2011, we have primarily used the same information used to set pricing strategy to determine BESP. The Company has corroborated the BESP with our historical sales prices, the anticipated margin on the deliverable, the selling price and profit margin for similar deliverables and the characteristics of the geographical markets in which the deliverables are sold. PT plans to analyze the selling prices used in our allocation of arrangement consideration at least semi-annually. Selling prices will be analyzed more frequently if a significant change in our business necessitates a more timely analysis.

- 14 - Table of contents For substantially all multiple deliverable arrangements, PT defers support and services revenue, and recognizes revenue for delivered products in an arrangement when persuasive evidence of an arrangement exists and delivery of the last product has occurred, provided the fee is fixed or determinable, and collection is deemed probable. In instances where final acceptance of the product is based on customer specific criteria, revenue is deferred until the earlier of the receipt of customer acceptance or the expiration of acceptance period. Support revenue is recognized ratably over the term of the support period. Services revenue is typically recognized upon completion of the services for fixed-fee service arrangements, as these services are relatively short-term in nature (typically several weeks, or in limited cases, several months). For service arrangements that are billed on a time and material basis, we recognize revenue as the services are performed.

For multiple deliverable arrangements entered into prior to January 1, 2011 and not materially modified after that date, PT recognized revenue based on the then-existing software revenue recognition guidance, which required the entire fee from the arrangement to be allocated to each respective element based on its relative selling price using VSOE. For such arrangements, when the Company was unable to establish VSOE for the delivered telecommunications products, PT utilized the residual method to allocate revenue to each of the elements of an arrangement. Under this method, PT allocated the total fee in an arrangement first to the undelivered elements (typically support and services) based on VSOE of those elements, and the remaining, or "residual" portion of the fee to the delivered elements (typically the product or products).

Revenue from software requiring significant production, modification, or customization is recognized using the percentage of completion method of accounting. Anticipated losses on contracts, if any, are charged to operations as soon as such losses are determined. If all conditions of revenue recognition are not met, the Company defers revenue recognition and will recognize revenue when the Company has fulfilled its obligations under the arrangement. Revenue from software maintenance contracts is recognized ratably over the contractual period.

Revenue from consulting and other services is recognized at the time the services are rendered. The Company also sells certain products through distributors who are granted limited rights of return. Potential returns are accounted for at the time of sale.

The accounting estimate related to revenue recognition is considered a "critical accounting estimate" because terms of sale can vary, and judgment is exercised in determining whether to defer revenue recognition. Such judgments may materially affect net sales for any period. Judgment is exercised within the parameters of GAAP in determining when contractual obligations are met, title and risk of loss are transferred, sales price is fixed or determinable and collectibility is reasonably assured.

Software Development Costs: All software development costs incurred in establishing the technological feasibility of computer software products to be sold are charged to expense as research and development costs. Software development costs incurred subsequent to the establishment of technological feasibility of a computer software product to be sold, and prior to general release of that product, are capitalized. Amounts capitalized are amortized commencing after general release of that product over the estimated remaining economic life of that product, generally three years, using the straight-line method or using the ratio of current revenues to current and anticipated revenues from such product, whichever provides greater amortization. If the technological feasibility for a particular project is judged not to have been met or recoverability of amounts capitalized is in doubt, project costs are expensed as research and development or charged to cost of goods sold, as applicable. The accounting estimate related to software development costs is considered a "critical accounting estimate" because judgment is exercised in determining whether project costs are expensed as research and development or capitalized as an asset. Such judgments may materially affect expense amounts for any period. Judgment is exercised within the parameters of GAAP in determining when technological feasibility has been met and recoverability of software development costs is reasonably assured.

- 15 - Table of contents Valuation of Inventories: Inventories are stated at the lower of cost or market, using the first-in, first-out method. Inventory includes purchased parts and components, work in process and finished goods. Provisions for excess, obsolete or slow moving inventory are recorded after periodic evaluation of historical sales, current economic trends, forecasted sales, estimated product life cycles and estimated inventory levels. Purchasing practices, electronic component obsolescence, accuracy of sales and production forecasts, introduction of new products, product life cycles, product support and foreign regulations governing hazardous materials are the factors that contribute to inventory valuation risks. Exposure to inventory valuation risks is managed by maintaining safety stocks, minimum purchase lots, managing product end-of-life issues brought on by aging components or new product introductions, and by utilizing certain inventory minimization strategies such as vendor-managed inventories.

The accounting estimate related to valuation of inventories is considered a "critical accounting estimate" because it is susceptible to changes from period-to-period due to the requirement for management to make estimates relative to each of the underlying factors, including purchasing, sales, production, and after-sale support. If actual demand, market conditions or product life cycles differ from estimates, inventory adjustments to lower market values would result in a reduction to the carrying value of inventory, an increase in inventory write-offs and a decrease to gross margins.

Income Taxes: PT provides deferred income tax assets and liabilities based on the estimated future tax effects of differences between the financial and tax bases of assets and liabilities based on currently enacted tax laws. A valuation allowance is established for deferred tax assets in amounts for which realization is not considered more likely than not to occur. The accounting estimate related to income taxes is considered a "critical accounting estimate" because judgment is exercised in estimating future taxable income, including prudent and feasible tax planning strategies, and in assessing the need for any valuation allowance. If it should be determined that all or part of a net deferred tax asset is not able to be realized in the future, an adjustment to the valuation allowance would be charged to income in the period such determination was made. Likewise, in the event that it should be determined that all or part of a deferred tax asset in the future is in excess of the net recorded amount, an adjustment to the valuation allowance would increase income to be recognized in the period such determination was made.

PT operates within multiple taxing jurisdictions worldwide and is subject to audit in these jurisdictions. These audits can involve complex issues, which may require an extended period of time for resolution. Although management believes that adequate provision has been made for such issues, there is the possibility that the ultimate resolution of such issues could have an adverse effect on the earnings of PT. Conversely, if these issues are resolved favorably in the future, the related provisions would be reduced, thus having a positive impact on earnings.

In addition, the calculation of PT's tax liabilities involves dealing with uncertainties in the application of complex tax regulations. PT recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires PT to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires PT to determine the probability of various possible outcomes. PT re-evaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period. At June 30, 2013, there are no tax uncertainties that PT has determined are required to be recognized.

Finally, the value of PT's deferred tax assets is dependent upon PT's ability to generate future taxable income in the jurisdictions in which PT operates. These assets consist of research credit carry-forwards, capital and net operating loss carry-forwards, and the future tax effect of temporary differences between balances recorded for financial statement purposes and for tax return purposes.

It will require future pre-tax earnings in excess of $30 million in order to fully realize the value of the Company's deferred tax assets. Due to the uncertainty of PT's ability to realize its deferred tax assets, a valuation allowance has been recorded against substantially the full value of its deferred tax assets.

- 16 - Table of contents Product Warranty: Warranty obligations are generally incurred in connection with the sale of PT's products. The warranty period for these products is generally one year. The costs incurred to provide for these warranty obligations are estimated and recorded as an accrued liability at the time of sale. Future warranty costs are estimated based on historical performance rates and related costs to repair given products. The accounting estimate related to product warranty is considered a "critical accounting estimate" because judgment is exercised in determining future estimated warranty costs. Should actual performance rates or repair costs differ from estimates, revisions to the estimated warranty liability would be required.

Stock-Based Compensation: PT's board of directors approves grants of stock options to employees to purchase our common stock. Stock compensation expense is recorded based upon the estimated fair value of the stock option at the date of grant. The accounting estimate related to stock-based compensation is considered a "critical accounting estimate" because estimates are made in calculating compensation expense including expected option lives, forfeiture rates and expected volatility. Expected option lives are estimated using vesting terms and contractual lives. Expected forfeiture rates and volatility are calculated using historical information. Actual option lives and forfeiture rates may be different from estimates and may result in potential future adjustments which would impact the amount of stock-based compensation expense recorded in a particular period.

Restructuring Costs: Restructuring costs generally consist of employee-related severance costs, lease termination costs and other facility-related closing expenses. Employee-related severance benefits are recorded either at the time an employee is notified or, if there are extended service periods, is estimated and recorded pro-rata over the period of each planned restructuring activity. Lease termination costs are calculated based upon fair value considering the remaining lease obligation amounts and estimates for sublease receipts. The accounting estimate related to restructuring costs is considered a "critical accounting estimate" because estimates are made in calculating the amount of employee-related severance benefits that will ultimately be paid and the amount of sublease receipts that will ultimately be received in future periods. Actual amounts paid for employee-related severance benefits can vary from these estimates depending upon the number of employees actually receiving severance payments. Actual sublease receipts received may also vary from estimates.

Carrying Value of Long-Lived Assets: PT periodically reviews the carrying values of its long-lived assets, other than capitalized software development costs and purchased intangible assets with indefinite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying values may not be recoverable. PT assesses the recoverability of the carrying values of long-lived assets by first grouping its long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the asset group) and, secondly, by estimating the undiscounted future cash flows that are directly associated with and that are expected to arise from the use of and eventual disposition of such asset group. PT estimates the undiscounted cash flows over the remaining useful life of the primary asset within the asset group. If the carrying value of the asset group exceeds the estimated undiscounted cash flows, PT records an impairment charge to the extent the carrying value of the long-lived asset exceeds its fair value. PT determines fair value through quoted market prices in active markets or, if quoted market prices are unavailable, through the performance of internal analyses of discounted cash flows. The accounting estimate related to impairment of long-lived assets is considered a "critical accounting estimate" because PT's impairment tests include estimates of future cash flows that are dependent upon subjective assumptions regarding future operating results including revenue growth rates, expense levels, discount rates, capital requirements and other factors that impact estimated future cash flows and the estimated fair value of long-lived assets.

Business Overview PT, a Delaware corporation founded in 1981, is a global supplier of advanced, high availability network communications solutions.

- 17 - Table of contents PT's product portfolio includes its SEGway® Diameter and SS7 Signaling Systems, which provide tightly integrated signaling and advanced routing capabilities and applications that uniquely span the mission critical demands of both existing and next-generation 4G/Long-Term Evolution ("LTE") and IMS telecommunications networks. The Company's IPnexus® Multi-Protocol Gateways and Servers enable a broad range of IP-interworking in data acquisition, sensor, radar, and control applications for aviation, weather and other infrastructure networks.

PT is headquartered in Rochester, New York and maintains direct sales and marketing offices in the U.S. in Raleigh, North Carolina and Chicago, Illinois and international offices in London, England and Shanghai, China, and has centers of engineering excellence in San Diego, California, and Kanata, Ontario, Canada, in addition to Rochester, New York.

Strategy The Company's strategy is to focus on its high value-add network communications solutions - leveraging its core competencies. In the telecommunications space, PT is building upon its seventeen years of signaling systems experience and its installed customer base for its SEGway SS7 Signaling Systems. The mobile telecommunications industry is in the early stages of building out much higher bandwidth 4G/LTE-based network architectures. As part of this network evolution, service providers' signaling infrastructure is migrating from SS7 signaling to Diameter signaling. During 2012, PT introduced its own SEGway Universal Diameter Router ("UDR"), a premier Diameter Signaling solution set for next-generation 4G/LTE networks, and the Company recognized its first related revenue during the first quarter 2013. The Company's SEGway Diameter signaling product line gained traction and momentum by adding additional customers during the second quarter.

The Company expects to be a key player in this growth market by providing high value proposition "best-of-breed" solutions and by taking those solutions to the global market through a combination of strong channel partners and focused direct sales activities.

Sales of our IPnexus Multi-Protocol IP-interworking solutions are typically to prime contractors and system integrators and generally reflect investment levels by various government agencies and defense branches in specific programs and projects requiring radar and sensor communications services over IP networks.

These solutions enable extremely reliable and highly available radar and sensor communications - gathering and delivering vital data such as weather, flight tracking, and ground surveillance over IP networks. We continue to work with numerous prime contractors to incorporate these products into specific programs and projects requiring enhanced communications capabilities. Looking ahead, the Company expects to expand its IPnexus Multi-Protocol Gateways and Servers into new aerospace/defense applications as well as potentially enter new emerging markets such as Energy and Smart-Grid.

As part of its strategic realignment, which was initiated during the fourth quarter 2012, PT is transitioning out of the general OEM platform business, through a last-time buy and build program which will run through 2014 for major customers. PT will continue to utilize its own open standards platforms as key elements of its network communications solutions and maintain a certain number of strategic OEM platform customers.

During the first half of 2013, the Company has increased its sales and marketing investments for our SEGway Diameter signaling product line to accelerate our penetration in this growing market.

In summary, given our concentrated product focus, the substantial steps we have taken to reduce our operating expense levels and our strong and unleveraged balance sheet, management believes PT is well positioned for a positive future trajectory as economic conditions improve.

- 18 - Table of contents There are identifiable risks associated with PT's strategy in the current economic climate. While management believes that its network communications market focus offers opportunities for growth in the long term, network infrastructure investments by carriers have continued to be sluggish; the total available market for traditional SS7-based signaling products is declining and the market for next-generation 4G network products is currently in an early-stage of growth. Despite the present economic climate, which may involve new risks not currently identified, management believes the outlook for the Company's profitability is improving because expenses have been aligned with projected revenues and we have strong channel partners actively engaged in selling our products.

Market Overview PT's business addresses one industry segment - Communications. The telecommunications market, historically our largest vertical market, is fundamentally driven by investments in network infrastructure by carriers and service providers. Industry analysts are forecasting the market for SS7 signaling products will continue for the next seven to ten years, albeit on a declining scale. While the worldwide market for these products is declining, the number of vendors selling into this market has dropped much more rapidly and now stands at four, including PT. Management believes this is an opportunity to grow its share of the SS7 signaling market. In addition, the mobile telecommunications industry is in the early stages of building out much higher bandwidth 4G/LTE-based network architectures. The extraordinary increase in the projected number of wireless subscribers and related mobile data and application demands is driving tremendous growth in signaling traffic, which was the basis for defining a new signaling infrastructure based upon the Diameter protocol.

The Diameter signaling market is at an early stage of growth and only a few of the world's wireless carriers have implemented or are currently implementing 4G/LTE. This market is projected by industry analysts to result in an aggregate spend of over $2 billion in the next five years.

To complement its SEGway SS7 Signaling solutions for present generation telecommunications networks, during 2012 PT introduced the SEGway Universal Diameter Router - its premier Diameter Signaling solution set for next-generation 4G/LTE networks. The Company is marketing its SEGway Diameter and SS7 Signaling solutions to the global market through a combination of strong channel partners and focused direct sales activities.

Sales of our IPnexus Multi-Protocol IP-interworking solutions are typically to prime contractors and system integrators and generally reflect investment levels by various government agencies and defense branches in specific programs and projects requiring radar and sensor communications services over IP networks.

Our IPnexus Multi-Protocol Gateways and Servers enable the gathering and delivering of vital data such as weather, flight tracking, and ground surveillance over IP networks for these applications. Beginning in the second half of 2012, aerospace and defense budgets for radar and sensor communications projects were dramatically reduced and PT's prime contractor partners were unclear about future project deployment schedules. This trend continued during the first half 2013 as customer spending for radar and sensor communications projects declined from the previous year's levels.

Financial Overview Revenue: Revenue in the second quarter 2013 amounted to $7.1 million, compared to $5.0 million in the second quarter 2012. Revenue was $13.4 million for the six months ended June 30 of both 2013 and 2012. The increase in revenue during the second quarter 2013 over the comparable prior year period reflects increased Diameter and SS7 signaling systems revenue and an increase in shipments of our platform products under the Company's last-time buy and build program. Revenue was essentially unchanged for the six months ended June 30, 2013 as compared to the prior year, as increased sales to Diameter and SS7 signaling systems customers and last-time buy and build platform sales essentially offset a decrease in sales to the Company's largest customer from 2007 through 2011. Shipments to customers outside of the United States represented 39% and 41% in the second quarter of 2013 and 2012, respectively, and 43% and 49% in the six months ended June 30, 2013 and 2012, respectively.

- 19 - Table of contents Net income (loss): Net income in the second quarter 2013 amounted to $.2 million, or $.02 per diluted share, including a charge for impairment of software development costs of $.01 per share, amortization of purchased intangible assets of $.02 per share, and stock-based compensation expense of $.01 per share, based on 11.1 million shares outstanding. The Company incurred a net loss in the second quarter 2012 in the amount of ($1.8 million), or ($.16) per basic share, including amortization of purchased intangible assets of $.03 per share and stock-based compensation expense of $.01 per share, based on 11.1 million shares outstanding.

PT incurred a net loss for the six months ended June 30, 2013 amounting to ($.7 million), or ($.06) per basic share, including a restructuring charge of $.02 per share, a charge for impairment of software development costs of $.01 per share, amortization of purchased intangible assets of $.04 per share, and stock-based compensation of $.01 per share, based on 11.1 million shares outstanding. The Company incurred a net loss for the six months ended June 30, 2012 amounting to ($1.5 million), or ($.13) per basic share, including amortization of purchased intangible assets of $.05 per share and stock-based compensation of $.01 per share, based on 11.1 million shares outstanding.

Liquidity: Cash, cash equivalents and investments amounted to $12.3 million and $14.3 million at June 30, 2013 and December 31, 2012, respectively. The Company had no long-term debt at either date. Accounts receivable at June 30, 2013 amounted to $6.5 million, compared to $3.8 million at the end of 2012. The higher level of accounts receivable is primarily related to significantly higher sales in June 2013 than in December 2012.

Cash used by operating activities amounted to ($.8 million) in the six months ended June 30, 2013, as compared to cash provided by operating activities of $2.7 million in the six months ended June 30, 2012. The large swing in cash (used) provided by operating activities was primarily due to a $2.8 million net increase in accounts receivable in 2013, as compared with a net decrease in accounts receivable of $1.3 million in the prior year, and a $.1 million increase in deferred revenue in 2013, as compared with a $.7 million increase in the comparable 2012 period, partially offset by substantially improved earnings in 2013 (a loss of $.7 million in the six months ended 2013 as compared to a loss of $1.5 million in the same period in 2012) and a $.9 million decrease in inventories in 2013, as compared with a $.5 million decrease in 2012. The increase in accounts receivable was due to the higher sales level in June 2013, as compared with the level in December 2012. The decrease in inventory is primarily attributable to the Company's ongoing efforts to manage inventory levels and the lower increase in deferred revenue is primarily due to the recognition in revenue of amounts previously deferred relating to the Company's signaling systems sales in Africa.

Key Performance Indicator: PT believes that a key indicator for its business is the trend for the volume of orders received from customers. PT's decision in the fourth quarter 2012 to transition out of the general OEM platform business is impacting revenues derived from that product line, which amounted to approximately $5.8 million in 2012.

Total revenue for the first half 2013 amounted to $13.4 million, on a par with the corresponding period in 2012. Total revenue for the second quarter 2013 amounted to $7.1 million, an increase of $.8 million, or 13%, over the first quarter 2013, and an increase of $2.1 million, or 42%, over the second quarter 2012. The increase in revenue was primarily attributable to an increase in sales to SEGway signaling systems customers and an increase in shipments of platform products as part of the last-time buy and build program in the quarter, as compared to both the first quarter 2013 and second quarter 2012.

- 20 - Table of contents More in-depth discussions of PT's strategy can be found in PT's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.

Results of Operations Three and Six Months Ended June 30, 2013, Compared with the Three and Six Months Ended June 30, 2012 The following table presents the percentage of sales represented by each item in PT's consolidated statements of operations for the periods indicated: Three Months Ended Six Months Ended June 30, June 30, 2013 2012 2013 2012 Sales 100.0 % 100.0 % 100.0 % 100.0 % Cost of goods sold 50.6 58.7 52.7 50.4 Impairment of software development costs 2.0 1.0 Gross profit 47.4 41.3 46.3 49.6 Operating expenses: Selling and marketing 18.9 29.3 20.4 23.1 Research and development 14.4 31.4 16.5 24.5 General and administrative 11.3 17.1 12.4 13.5 Restructuring charges 1.8 Total operating expenses 44.6 77.8 51.1 61.1 Income (loss) from operations 2.8 (36.5 ) (4.8 ) (11.5 ) Other (expense) income, net (.1 ) .6 (.1 ) Income (loss) before income taxes 2.7 (35.9 ) (4.9 ) (11.5 ) Income tax (benefit) provision - (.9 ) .1 (.5 ) Net income (loss) 2.7 % (35.0 )% (5.0 )% (11.0 )% Sales. Total revenue for the second quarter 2013 amounted to $7.1 million, compared to $5.0 million for the corresponding quarter in 2012. The increase in revenue in the second quarter 2013 over the comparable prior year period was due primarily to increased sales to SEGway signaling systems customers. In the second quarter 2013, PT's four largest customers represented 52% of sales, compared to 28% of sales in the second quarter 2012. The Company's four largest customers comprised 41% and 37% of sales in the six months ended June 30, 2013 and 2012, respectively.

Total revenue for the six months ended June 30, 2013 amounted to $13.4 million, equal to the comparable period in 2012, as increase in signaling systems sales and a last-time buy for one customer offset the decline in sales to the Company's largest customer from 2007 through 2011.

Shipments to customers outside of the United States represented 39% and 41% of PT's sales during the second quarter of 2013 and 2012, respectively. Shipments to customers outside of the United States represented 43% and 49% of the Company's sales for the six months ended June 30, 2013 and 2012, respectively.

- 21 - Table of contents Looking at revenue categories: Revenue from telecommunications customers amounted to $5.5 million and $3.7 million in the second quarter 2013 and 2012, respectively, and $10.3 million and $10.8 million in the six months ended June 30, 2013 and 2012, respectively. The quarter-over-quarter increase of $1.8 million, or 49%, is largely due to a $1.6 million increase in shipments to SEGway signaling systems customers. The decrease of $.5 million from the first half 2012 to the comparable 2013 period is due primarily to a decrease in sales to the Company's largest customer from 2007 through 2011 (sales to which essentially ceased after the first quarter 2012), partially offset by an increase in shipments to SEGway signaling systems customers.

Revenues from our IPnexus Multi-Protocol IP-interworking solutions decreased by $.8 million, from $1.4 million in the second quarter 2012 to $.6 million in the second quarter 2013. Revenues from this product line were $1.8 million and $2.5 million in the first half of 2013 and 2012, respectively. The period-over-period decreases are due to sharp cutbacks in the quarter in spending by government prime contractors.

Revenues from our OEM platform product line amounted to $1.3 million and $1.2 million in the second quarter 2013 and 2012, respectively, and $2.6 million and $3.8 million in the six months ended June 30, 2013 and 2012, respectively. The decrease in the first six months 2013 over the comparable period in 2012 is primarily attributable to declines in sales to the Company's largest customer from 2007 through 2011.

Gross profit. Gross profit consists of sales, less cost of goods sold including material costs, manufacturing expenses, depreciation, amortization of software development costs, amortization of purchased intangible assets, and expenses associated with engineering contracts and the technical support function. Gross profit and gross margin percentage amounted to $3.4 million and 47.4% of sales in the second quarter 2013, compared to $2.1 million and 41.3% of sales for the second quarter 2012. The improvement in gross margin percentage was primarily attributable to substantial workforce reductions in manufacturing in late 2012 and early 2013, the effect of relatively fixed manufacturing expenses measured against substantially higher sales in 2013, and lower amortization costs in 2013. Also contributing to the improvement in margin was the sale of products and components previously reserved for as excess or obsolete, totaling $.2 million in the quarter. Partially offsetting these improvements, the Company recorded a second quarter 2013 charge in the amount of $.1 million to impair costs associated with certain capitalized software development projects.

Gross margin and gross margin percentage amounted to $6.2 million and 46.3% of sales in the six months ended June 30, 2013, compared to $6.6 million and 49.6% for the six months ended June 30, 2012. The decline in gross margin and gross margin percentage was primarily attributable to the impairment charge discussed above and generally less favorable sales mix, offset partially by the effect of lower manufacturing expenses and amortization expenses in 2013 as compared to the prior year period.

Total Operating Expenses. Total operating expenses amounted to $3.2 million in the second quarter 2013, as compared to $3.9 million in the second quarter 2012.

Total operating expenses amounted to $6.8 million in the six months ended June 30, 2013, as compared to $8.2 million in the comparable 2012 period.

Selling and marketing expenseswere $1.3 million and $1.5 million for the second quarter 2013 and 2012, respectively. For the six months ended June 30, 2013 and 2012, selling and marketing expenses were $2.7 million and $3.1 million, respectively. The decrease in 2013 over the comparable 2012 periods is primarily the result of a reduction in sales and marketing headcount and a lower bad debt expense in 2013 than in 2012.

- 22 - Table of contents Research and development expenses were $1.0 million and $1.6 million in the second quarter 2013 and 2012, respectively. The Company capitalizes certain software development costs, which reduces the amount of software development charged to operating expenses. Amounts capitalized were $.5 million and $.6 million during the second quarter 2013 and 2012, respectively. Research and development expenses were $2.2 million and $3.3 million for the six months ended June 30, 2013 and 2012, respectively. Six month amounts capitalized to software development costs amounted to $.9 million and $1.2 million in 2013 and 2012, respectively. The period over period decreases in research and development expenses are due primarily to the Company's staff reductions in the fourth quarter 2012 and first quarter 2013, and staff attrition.

General and administrative expenses were $.8 million and $.9 million in the second quarter 2013 and 2012, respectively. General and administrative expenses were $1.6 million and $1.8 million in the six months ended June 30, 2013 and 2012, respectively. The period over period decreases are primarily due to attrition and the Company's staff reductions in the fourth quarter 2012 and first quarter 2013.

Restructuring expenses were $.2 million in the six months ended June 30, 2013.

The Company reduced its personnel by ten employees, or 8% of its workforce, in a restructuring action commenced and completed during the first quarter 2013. All of the expense associated with this action resulted in cash expenditures.

Other (expense) income, net. Other income consists primarily of interest income.

PT's funds continue to be invested in high-quality corporate and government bonds, and guaranteed investment contracts and money market funds. Other income is presented net of other expense, which consists primarily of foreign currency translation adjustments relating to the Company's foreign subsidiary financial statements. Other income (expense) for the six months ended June 30, 2012 also included a $.06 million out-of-period charge to adjust the recorded balance of accumulated other comprehensive income.

Income taxes. The Company's effective income tax rates differ from the statutory rates primarily due to a full valuation allowance provided against its U.S.

deferred tax assets, income taxes on foreign income and refundable income tax credits that differ from the U.S. income tax rate, and permanent income tax differences including Canadian research activities.

PT's annual estimated effective income tax rate for 2013 is -2%, as compared to an estimated effective income tax rate of 4% for 2012. The expected annual effective income tax rate for 2013 is different than in the corresponding period in 2012 due to a change in the classification of refundable Canadian provincial tax credits the Company expects to receive for 2013. These credits are reported as a reduction of research and development expense in 2013, while they were reported as a component of tax provision (benefit) in 2012.

Liquidity and Capital Resources The Company had working capital of $17.0 million and $15.5 million at June 30, 2013 and December 31, 2012, respectively. This increase is primarily a result of a $2.8 million increase in accounts receivable from December 31, 2012 to June 30, 2013. PT's primary sources of liquidity are cash, cash equivalents and long-term investments, which totaled $12.3 million at June 30, 2013 and $14.3 million at December 31, 2012.

- 23 - Table of contents For the six months ended June 30, 2013, cash used by operating activities amounted to $.8 million. This amount reflects the net loss of ($.7 million), non-cash items such as depreciation and amortization charges of $1.7 million, stock-based compensation expense of $.1 million, and an impairment charge against capitalized software development costs of $.1 million. Cash used by operations due to changes in operating assets and liabilities included a decrease in cash associated with a $2.8 million increase in accounts receivable, and a $.2 million increase in prepaid expenses and other assets, offset partially by a $.9 million decrease in inventories, and a $.1 million increase in deferred revenue. The increase in accounts receivable was primarily attributable to the higher level of sales in the second quarter 2013, as compared with the fourth quarter 2012. The decrease in inventory was primarily attributable to the Company's efforts to manage inventory levels relative to shipments during the quarter and anticipated product demand.

Cash provided by investing activities during the six months ended June 30, 2013 totaled $3.0 million. Proceeds from the maturity of investments amounted to $4.8 million, offset partially by a purchase of investments of $.5 million, capital expenditures of $.3 million, and capitalized software development costs which amounted to $.9 million.

Off-Balance Sheet Arrangements: In July 2013, the Company renewed its lease for its San Diego engineering center through November 2016 on the same terms as its current lease.

Current Position: Management believes that PT's current cash, cash equivalents and investments, together with cash generated from operations will be sufficient to meet our anticipated cash requirements, including working capital and capital expenditure requirements, for at least the next twelve months.

Recent Accounting Pronouncements Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income: In February 2013, the FASB issued authoritative guidance on the reporting of amounts reclassified out of accumulated other comprehensive income ("AOCI"), which is effective for reporting periods beginning after December 15, 2012. This guidance requires companies to provide information about the amounts reclassified out of AOCI either in a single note or on the face of the financial statements. Significant amounts reclassified out of AOCI should be presented by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified in its entirety to net income in the same reporting period. For amounts not required to be reclassified in their entirety to net income, a cross-reference to other disclosures provided for in accordance with U.S. GAAP is required. The Company has adopted this authoritative guidance. To date, its adoption does not have a material impact on its consolidated financial statement disclosures.

Disclosures about Offsetting Assets and Liabilities: In December 2011, the FASB issued authoritative guidance requiring enhanced disclosures about offsetting assets and liabilities, which is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The new rules require companies to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position, as well as instruments and transactions subject to a netting arrangement. In January 2013, the FASB issued a clarification of the guidance in order to address implementation issues surrounding the scope of the standard and to clarify the scope of the offsetting disclosures and address any unintended consequences. The Company has evaluated this updated authoritative guidance, and the adoption of this guidance does not have a material impact on its consolidated financial statement disclosures.

- 24 - Table of contents Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This report and, in particular, the Management's Discussion and Analysis of Financial Condition and Results of Operations section of this report, contain forward-looking statements.

The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides a "safe harbor" for forward-looking statements. Certain written and oral statements made by PT's management include forward-looking statements intended to qualify for the safe harbor from liability established by the Reform Act.

These forward-looking statements generally can be identified by words such as "believes," "expects," "anticipates," "projects," "foresees," "forecasts," "estimates" or other words or phrases of similar import. Words such as the "Company," "PT," "management," "we," "us," or "our," mean Performance Technologies, Incorporated and its subsidiaries. All statements herein that describe PT's business strategy, outlook, objectives, plans, intentions, goals or similar projections are also forward-looking statements within the meaning of the Reform Act. Forward-looking statements should be read in conjunction with the audited Consolidated Financial Statements, the Notes thereto, and Management's Discussion and Analysis of Financial Condition and Results of Operations of the Company as contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2012, and other documents filed with the Securities and Exchange Commission.

All such forward-looking statements are subject to certain risks and uncertainties and should be evaluated in light of important risk factors. These risk factors include, but are not limited to, the following as well as those that are described in "Risk Factors" under Item 1A and elsewhere in the Annual Report on Form 10-K: business and economic conditions, rapid technological changes accompanied by frequent new product introductions, competitive pressures, dependence on key customers, inability to gauge order flows from customers, fluctuations in quarterly and annual results, the reliance on a limited number of third party suppliers, limitations of the Company's manufacturing capacity and arrangements, the protection of the Company's proprietary technology, errors or defects in our products, the effects of pending or threatened litigation, the dependence on key personnel, changes in critical accounting estimates, potential impairments related to investments, foreign regulations, possible loss or significant curtailment of significant government contracts or subcontracts, possible effects related to compliance with new conflict-free mineral regulations, and potential material weaknesses in internal control over financial reporting,. In addition, during weak or uncertain economic periods, customers' visibility deteriorates causing delays in the placement of their orders. These factors often result in a substantial portion of the Company's revenue being derived from orders placed within a quarter and shipped in the final month of the same quarter.

Any of these factors could cause PT's actual results to differ materially from its anticipated results. For a more detailed discussion of these factors, see the "Risk Factors" discussion in Item 1A in the Annual Report on Form 10-K. The Company cautions readers to carefully consider such factors. Many of these factors are beyond the Company's control. Except as required by law, we undertake no obligation to publicly update these forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 3. Not applicable - Smaller Reporting Company - 25 - Table of contents

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