Edgar Filing: PARAGON TECHNOLOGIES INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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FORM 10-Q

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

For the quarterly period ended March 31, 2008

Commission file number: 1-15729
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PARAGON TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in its Charter)

Delaware 22-1643428
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

600 Kuebler Road, Easton, Pennsylvania 18040
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(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: 610-252-3205
---------------------

Indicate by checkmark 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 |_|

Indicate by checkmark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of "large accelerated filer, "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer |_| Accelerated Filer |_| Non-Accelerated Filer |X|
Smaller Reporting Company |_|

Indicate by checkmark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

The number of shares of the Registrant's Common Stock, $1.00 par value,
outstanding as of May 9, 2008 was 2,670,244.

[PARAGON TECHNOLOGIES, INC. LOGO]

Paragon Technologies, Inc.

TABLE OF CONTENTS

Page
Number
-----------

PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements:
Balance Sheets (Unaudited)......................................... 1
Statements of Operations (Unaudited)............................... 3
Statements of Cash Flows (Unaudited)............................... 4
Notes to Financial Statements (Unaudited).......................... 6

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................ 15

Item 3. Quantitative and Qualitative Disclosures About Market Risk............ 24

Item 4. Controls and Procedures............................................... 24

PART II -- OTHER INFORMATION

Item 1. Legal Proceedings..................................................... 25

Item 1A. Risk Factors.......................................................... 25

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........... 25

Item 3. Defaults Upon Senior Securities....................................... 26

Item 4. Submission of Matters to a Vote of Security Holders................... 26

Item 5. Other Information..................................................... 26

Item 6. Exhibits.............................................................. 27

SIGNATURES.............................................................................. 28

EXHIBIT INDEX........................................................................... 29

PART I - FINANCIAL INFORMATION
------------------------------

Item 1. Financial Statements
------- --------------------
Paragon Technologies, Inc.
Balance Sheets (Unaudited)
March 31, 2008 and December 31, 2007
(In Thousands, Except Share Data)

March 31, December 31,
2008 2007
------------------- ------------------

Assets
------

Current assets:
Cash and cash equivalents....................... $ 12,017 12,104
Short-term investments.......................... 180 200
------------------- ------------------
Total cash and cash equivalents and
short-term investments.................... 12,197 12,304
------------------- ------------------

Receivables:
Trade......................................... 1,539 2,640
Notes and other receivables................... 273 310
------------------- ------------------
Total receivables........................... 1,812 2,950
------------------- ------------------

Costs and estimated earnings in excess
of billings................................... 1,064 1,353

Inventories:
Raw materials................................. 234 160
Work-in-process............................... 1 224
Finished goods................................ 530 475
------------------- ------------------
Total inventories........................... 765 859
------------------- ------------------

Deferred income tax benefits.................... 292 263
Prepaid expenses and other current assets....... 345 113
------------------- ------------------
Total current assets........................ 16,475 17,842
------------------- ------------------

Machinery and Equipment, at cost:
Machinery and equipment......................... 1,360 1,313
Less: accumulated depreciation................. 1,031 1,000
------------------- ------------------
Net machinery and equipment................... 329 313
------------------- ------------------

Deferred income tax benefits....................... 99 161
------------------- ------------------
Total assets.................................... $ 16,903 18,316
=================== ==================

See accompanying notes to financial statements.

(Continued)

Item 1. Financial Statements (Continued)
------- --------------------
Paragon Technologies, Inc.
Balance Sheets (Unaudited) (Continued)
March 31, 2008 and December 31, 2007
(In Thousands, Except Share Data)

March 31, December 31,
2008 2007
------------------- ------------------

Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable................................ $ 1,428 1,726
Customers' deposits and billings in excess
of costs and estimated earnings .............. 1,760 3,063
Accrued salaries, wages, and commissions........ 275 173
Accrued product warranties...................... 372 234
Deferred gain on sale-leaseback................. - 28
Unearned support contract revenue............... 391 254
Accrued other liabilities....................... 295 324
--------------------- -------------------
Total current liabilities................... 4,521 5,802
--------------------- -------------------

Long-term liabilities:
Income taxes payable............................ 264 261
--------------------- -------------------
Total long-term liabilities................. 264 261
--------------------- -------------------

Commitments and contingencies

Stockholders' equity:
Common stock, $1 par value; authorized
20,000,000 shares; issued and
outstanding 2,725,592 shares as
of March 31, 2008 and 2,769,192
shares as of December 31, 2007.............. 2,726 2,769
Additional paid-in capital.................... 5,455 5,537
Retained earnings............................. 3,937 3,947
--------------------- -------------------
Total stockholders' equity.................. 12,118 12,253
--------------------- -------------------

Total liabilities and stockholders' equity.. $ 16,903 18,316
===================== ===================

See accompanying notes to financial statements.

Item 1. Financial Statements (Continued)
------- --------------------
Paragon Technologies, Inc.
Statements of Operations (Unaudited)
For the Three Months Ended March 31, 2008 and 2007
(In Thousands, Except Share and Per Share Data)

Three Months Ended
---------------------------------------
March 31, March 31,
2008 2007
------------------ ------------------

Net sales.............................................. $ 5,045 3,607
Cost of sales.......................................... 3,519 2,677
------------------ ------------------
Gross profit on sales.................................. 1,526 930
------------------ ------------------

Selling, general and
administrative expenses............................. 1,369 1,404
Product development
costs............................................... 95 50
Interest income........................................ (121) (112)
Other income, net...................................... - (16)
------------------ ------------------
1,343 1,326
------------------ ------------------

Income (loss) before
income taxes........................................ 183 (396)
Income tax expense
(benefit)........................................... 77 (128)
------------------ ------------------
Net income (loss)...................................... $ 106 (268)
================== ==================

Basic earnings (loss)
per share........................................... $ .04 (.09)
================== ==================

Diluted earnings (loss)
per share........................................... $ .04 (.09)
================== ==================

Weighted average basic and diluted
shares outstanding.................................. 2,743,892 2,843,141
================== ==================

See accompanying notes to financial statements.

Item 1. Financial Statements (Continued)
------- --------------------
Paragon Technologies, Inc.
Statements of Cash Flows (Unaudited)
For the Three Months Ended March 31, 2008 and 2007
(In Thousands, Except Share Data)

Three Months Ended
----------------------------------------
March 31, March 31,
2008 2007
------------------- --------------------

Cash flows from operating activities:
Net income (loss)................................... $ 106 (268)

Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Depreciation of machinery and equipment......... 31 27
Deferred income tax expense (benefit)........... 33 (22)
Amortization of deferred gain on sale-
leaseback..................................... (28) (41)
Stock-based compensation........................ 6 (3)
Change in operating assets and liabilities:
Receivables................................. 1,138 1,409
Costs and estimated earnings in
excess of billings....................... 289 (363)
Inventories................................. 94 (36)
Prepaid expenses and other
current assets........................... (232) (254)
Accounts payable............................ (298) (124)
Customers' deposits and billings
in excess of costs and estimated
earnings................................. (1,303) 21
Accrued salaries, wages, and
commissions.............................. 102 67
Income taxes payable........................ 3 63
Accrued product warranties.................. 138 56
Unearned support contract revenue........... 137 47
Accrued other liabilities................... (29) (98)
------------------- --------------------
Net cash provided by operating activities........... 187 481
------------------- --------------------

Cash flows from investing activities:
Proceeds from sales of short-term
investments....................................... 20 70
Purchases of short-term investments................. - (500)
Purchases of machinery and equipment................ (47) (20)
------------------- --------------------
Net cash used by investing activities............... (27) (450)
------------------- --------------------

See accompanying notes to financial statements.

(Continued)

Item 1. Financial Statements (Continued)
------- --------------------
Paragon Technologies, Inc.
Statements of Cash Flows (Unaudited) (Continued)
For the Three Months Ended March 31, 2008 and 2007
(In Thousands, Except Share Data)

Three Months Ended
----------------------------------------
March 31, March 31,
2008 2007
------------------- -------------------

Cash flows from financing activities:
Repurchase and retirement of
common stock...................................... (247) (317)
------------------- -------------------
Net cash used by
financing activities.......................... (247) (317)
------------------- -------------------

Decrease in cash and cash equivalents............... (87) (286)
Cash and cash equivalents,
beginning of period............................... 12,104 2,447
------------------- -------------------
Cash and cash equivalents,
end of period..................................... $ 12,017 2,161
=================== ===================

Supplemental disclosures of cash flow information:
Cash paid (received) during the period for:
Interest expense.............................. $ - -
=================== ===================
Income taxes.................................. $ (5) (30)
=================== ===================

See accompanying notes to financial statements.

Item 1. Financial Statements (Continued)
------- --------------------
Paragon Technologies, Inc.
Notes To Financial Statements (Unaudited)
For the Three Months Ended March 31, 2008 and 2007

(1) Basis of Financial Statement Presentation
-----------------------------------------

The accompanying unaudited financial statements have been prepared in
accordance with the requirements for Form 10-Q and Article 10 of Regulation
S-X and, accordingly, certain information and footnote disclosures have
been condensed or omitted. In the opinion of the management of Paragon
Technologies, Inc. ("Paragon" or the "Company"), the unaudited interim
financial statements furnished reflect all adjustments and accruals that
are necessary to present a fair statement of results for the interim
periods. Results for interim periods are not necessarily indicative of
results expected for the full fiscal year.

This quarterly report should be read in conjunction with, and is qualified
in its entirety by reference to, the Consolidated Financial Statements of
the Company and the related Notes thereto appearing in the Company's annual
report on Form 10-K for the year ended December 31, 2007 as filed with the
Securities and Exchange Commission on March 28, 2008. Refer to the
Company's annual report on Form 10-K for the year ended December 31, 2007
for more complete financial information.

Use of Estimates
----------------
The preparation of the financial statements, in conformity with U.S.
generally accepted accounting principles, requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates. The judgments made in assessing the appropriateness of the
estimates and assumptions utilized by management in the preparation of the
financial statements are based on historical and empirical data and other
factors germane to the nature of the risk being analyzed. Materially
different results may occur if different assumptions or conditions were to
prevail. Estimates and assumptions are mainly utilized to establish the
appropriateness of the inventory valuation, warranty reserve, and revenue
recognition.

(2) Short-Term Investments
----------------------

The Company's short-term investments are comprised of debt securities, all
classified as available for sale, that are carried at cost, which
approximates fair value of the investments at period end. These debt
securities include state and municipal bonds. The short-term investments
are on deposit with a major financial institution and are supported by
letters of credit. The fair value of the short-term investments of $180,000
at March 31, 2008 is based on quoted prices from active markets.

(3) Accrued Product Warranties
--------------------------

A roll-forward of warranty activities is as follows (in thousands):

Beginning Balance Additions Charged to Ending Balance
January 1 Costs and Expenses Deductions March 31
----------------------- ---------------------------- -------------- ---------------------

2008................. $ 234 154 (16) 372
2007................. $ 192 90 (34) 248

Item 1. Financial Statements (Continued)
------- --------------------
Paragon Technologies, Inc.
Notes To Financial Statements (Unaudited)
For the Three Months Ended March 31, 2008 and 2007

(4) Business Operations
-------------------

Company Overview
----------------

Paragon, based out of Easton, Pennsylvania, provides a variety of material
handling solutions, including systems, technologies, products, and services
for material flow applications. The Company's capabilities include
horizontal transportation, rapid dispensing, order fulfillment, computer
software, sortation, integrating conveyors and conveyor systems, and
aftermarket services. The Company is a Delaware corporation, originally
incorporated in 1958.

The Company (also referred to as "SI Systems") is a specialized systems
integrator supplying SI Systems' branded automated material handling
systems to manufacturing, assembly, order fulfillment, and distribution
operations customers located primarily in North America, including the U.S.
government. SI Systems is brought to market as two individual brands, SI
Systems' Order Fulfillment Systems (hereafter referred to as "SI Systems
OFS") and SI Systems' Production & Assembly Systems (hereafter referred to
as "SI Systems PAS"). Each brand has its own focused sales force, utilizing
the products and services currently available or under development within
the Company.

The SI Systems OFS sales force focuses on providing order fulfillment
systems to order processing and distribution operations, which may
incorporate the Company's proprietary DISPEN-SI-MATIC(R) and automated
order fulfillment solutions and specialized software from the SINTHESIS(TM)
Software Suite. SINTHESIS(TM) is comprised of eight proprietary software
groups, with 26 extendible software modules that continually assess
real-time needs and deploy solutions to accurately facilitate and optimize
planning, warehousing, inventory, routing, and order fulfillment within the
distribution process. The SI Systems PAS sales force focuses on providing
automated material handling systems to manufacturing and assembly
operations and the U.S. government, which may incorporate the Company's
proprietary LO-TOW(R) and CARTRAC(R) horizontal transportation
technologies.

The Company's automated material handling systems are marketed, designed,
sold, installed, and serviced by its own staff or subcontractors as
labor-saving devices to improve productivity, quality, and reduce costs.
The Company's integrated material handling solutions involve both standard
and specially designed components and include integration of
non-proprietary automated handling technologies to provide turnkey
solutions for its customers' unique material handling needs. The Company's
engineering staff develops and designs computer control programs required
for the efficient operation of the systems and for optimizing
manufacturing, assembly, and fulfillment operations.

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

Item 1. Financial Statements (Continued)
------- --------------------
Paragon Technologies, Inc.
Notes To Financial Statements (Unaudited)
For the Three Months Ended March 31, 2008 and 2007

(4) Business Operations (Continued)
-------------------

The Company's systems vary in configuration and capacity. Historically,
system prices across the Company's product lines have ranged from $100,000
to several million dollars per system. Systems and aftermarket sales during
the three months ended March 31, 2008 and 2007 are as follows (in
thousands):

For the three months ended March 31, 2008 and 2007:

March 31, 2008 March 31, 2007
------------------------------ ------------------------------
% of Total % of Total
Sales Sales Sales Sales
-------------- ------------- -------------- --------------

Systems sales................. $ 4,222 83.7% $ 2,861 79.3%
Aftermarket sales............. 823 16.3% 746 20.7%
-------------- ------------- -------------- --------------
Total sales................ $ 5,045 100.0% $ 3,607 100.0%
============== ============= ============== ==============

The Company's products are sold worldwide through its own sales personnel.
Domestic and international sales during the three months ended March 31,
2008 and 2007 are as follows: (in thousands):

For the three months ended March 31, 2008 and 2007:

March 31, 2008 March 31, 2007
------------------------------ ------------------------------
% of Total % of Total
Sales Sales Sales Sales
-------------- ------------- -------------- --------------

Domestic sales................ $ 3,594 71.2% $ 3,057 84.8%
International sales........... 1,451 28.8% 550 15.2%
-------------- ------------- -------------- --------------
Total sales................ $ 5,045 100.0% $ 3,607 100.0%
============== ============= ============== ==============

Sales from external customers for each of the Company's products during the
three months ended March 31, 2008 and 2007 are as follows (in thousands):

For the three months ended March 31, 2008 and 2007:

March 31, 2008 March 31, 2007
------------------------------ ------------------------------
% of Total % of Total
Sales Sales Sales Sales
-------------- ------------- -------------- --------------

LO-TOW(R) sales................ $ 1,788 35.4% $ 1,277 35.4%

CARTRAC(R) sales................ - - 55 1.5%
DISPEN-SI-MATIC(TM),
SINTHESIS(TM), and
related order fulfillment
sales...................... 2,434 48.3% 1,496 41.5%
Other sales................... - - 32 .9%
Aftermarket sales............. 823 16.3% 747 20.7%
-------------- ------------- -------------- --------------
Total sales................ $ 5,045 100.0% $ 3,607 100.0%
============== ============= ============== ==============

All of the Company's sales originate in the United States, and there are no
long-lived assets existing outside the United States.

The Company engages in sales with the U.S. government, which is one of the
Company's customers. Sales to the U.S. government during the three months
ended March 31, 2008 and 2007 were $24,000 and $127,000, respectively.

Item 1. Financial Statements (Continued)
------- -------------------
Paragon Technologies, Inc.
Notes To Financial Statements (Unaudited)
For the Three Months Ended March 31, 2008 and 2007

(4) Business Operations (Continued)
-------------------

The Company's backlog of orders at March 31, 2008 and March 31, 2007 was
$5,923,000 and $10,117,000, respectively.

The Company's business is largely dependent upon a limited number of large
contracts with a limited number of customers. This dependence can cause
unexpected fluctuations in sales volume. Various external factors affect
the customers' decision-making process on expanding or upgrading their
current production or distribution sites. The customers' timing and
placement of new orders is often affected by factors such as the current
economy, current interest rates, and future expectations. The Company
believes that its business is not subject to seasonality, although the rate
of new orders can vary substantially from month to month. Since the Company
recognizes sales on a percentage of completion basis for its systems
contracts, fluctuations in the Company's sales and earnings occur with
increases or decreases in major installations. The Company expects to fill,
within the next twelve months, all of the March 31, 2008 backlog of orders
indicated above.

(5) Recently Issued Accounting Pronouncements
-----------------------------------------

In September 2006, the Financial Accounting Standards Board issued SFAS
No. 157, Fair Value Measurements ("SFAS No. 157"). SFAS No. 157 defines
fair value, establishes a market-based framework or hierarchy for
measuring fair value, and expands disclosures about fair value
measurements. SFAS No. 157 is applicable whenever another accounting
pronouncement requires or permits assets and liabilities to be measured
at fair value. SFAS No. 157 does not expand or require any new fair
value measures. The provisions of SFAS No. 157 are to be applied
prospectively and are effective for financial statements issued for
fiscal years beginning after November 15, 2007. SFAS No. 157's fair value
measurement requirements for non-financial assets and liabilities
that are not required or permitted to be measured at fair value on a
recurring basis have been deferred until fiscal years beginning after
November 15, 2008. The Company has certain non-financial assets, such
as long-lived assets, that may be re-measured to fair value on a
non-recurring basis. The Company adopted SFAS No. 157 on January 1,
2008. The adoption of SFAS No. 157 did not have a material impact on the
Company's financial statements.

In February 2007, the Financial Accounting Standards Board issued SFAS No.
159, The Fair Value Option for Financial Assets and Financial Liabilities -
Including an Amendment of FASB Statement No. 115 ("SFAS No. 159"). SFAS No.
159 permits entities to elect to measure many financial instruments and
certain other items at fair value. Upon adoption of SFAS No. 159, an entity
may elect the fair value option for eligible items that exist at the
adoption date. Subsequent to the initial adoption, the election of the fair
value option should only be made at initial recognition of the asset or
liability or upon a remeasurement event that gives rise to new-basis
accounting. The decision about whether to elect the fair value option is
applied on an instrument-by-instrument basis, is irrevocable and is applied
only to an entire instrument and not only to specified risks, cash flows or
portion of that instrument. SFAS No. 159 does not affect any existing
accounting literature that requires certain assets and liabilities to be
carried at fair value nor does it eliminate disclosure requirements
included in other accounting standards. SFAS No. 159 is effective for
fiscal years beginning after November 15, 2007. The Company adopted SFAS
No. 159 on January 1, 2008. The adoption of SFAS No. 159 did not have a
material impact on the Company's financial statements.

Item 1. Financial Statements (Continued)
------- --------------------
Paragon Technologies, Inc.
Notes To Financial Statements (Unaudited)
For the Three Months Ended March 31, 2008 and 2007

(5) Recently Issued Accounting Pronouncements (Continued)
-----------------------------------------

In December 2007, the Financial Accounting Standards Board issued SFAS No.
141(R), Business Combinations ("SFAS No. 141R"). SFAS No. 141R replaces
SFAS No. 141, Business Combinations and applies to all transactions or
other events in which an entity obtains control of one or more businesses.
SFAS No. 141R requires the acquiring entity in a business combination to
recognize all (and only) the assets acquired and liabilities assumed in the
transaction; establishes the acquisition-date fair value as the measurement
objective for all assets acquired and liabilities assumed; and requires the
acquirer to disclose additional information needed to evaluate and
understand the nature and financial effect of the business combination.
SFAS No. 141R is effective prospectively for fiscal years beginning after
December 15, 2008 and may not be applied before that date. The Company is
currently evaluating the impact, if any, the adoption of SFAS No. 141R will
have on the Company's financial statements.

In December 2007, the Financial Accounting Standards Board issued SFAS No.
160, Noncontrolling Interests in Consolidated Financial Statements--an
amendment of ARB No. 51 ("SFAS No. 160"). SFAS No. 160 is effective for
fiscal years, and interim periods within those fiscal years, beginning on
or after December 15, 2008, with earlier adoption prohibited. SFAS No. 160
requires the recognition of a noncontrolling interest (minority interest)
as equity in the consolidated financial statements and separate from the
parent's equity. The amount of net earnings attributable to the
noncontrolling interest will be included in consolidated net income on the
face of the income statement. SFAS No. 160 also amends certain of ARB
No. 51's consolidation procedures for consistency with the requirements of
SFAS No. 141R. SFAS No. 160 also includes expanded disclosure requirements
regarding the interests of the parent and its noncontrolling interest. The
Company is currently evaluating the impact, if any, the adoption of SFAS
No. 160 will have on the Company's financial statements.

(6) Sale-Leaseback
--------------

The Company's principal office is located in a 173,000 square foot,
concrete, brick, and steel facility in Easton, Pennsylvania. In connection
with the February 2003 sale of the Company's Easton, Pennsylvania facility,
the Company entered into a leaseback arrangement for 25,000 square feet of
office space for five years. The leasing agreement required fixed monthly
rental payments of $19,345 during the fifth year of the lease, which ran
from February 21, 2007 through February 20, 2008. The terms of the lease
also require the payment of a proportionate share of the facility's
operating expenses. The leasing agreement is secured with a $200,000 letter
of credit.

On November 14, 2007, the Company amended the lease agreement to extend the
term of the lease for a period of five years, commencing immediately upon
the February 21, 2008 expiration date of the original term of the lease.
The amended lease agreement requires fixed monthly rental payments of
$18,000 for five years through the February 20, 2013 expiration date of the
lease. The amended lease agreement incorporates the terms and conditions of
the original lease agreement.

Item 1. Financial Statements (Continued)
------- --------------------
Paragon Technologies, Inc.
Notes To Financial Statements (Unaudited)
For the Three Months Ended March 31, 2008 and 2007

(6) Sale-Leaseback (Continued)
--------------

In accordance with SFAS No. 13 and SFAS No. 28, the leaseback does not meet
the criteria for classification as a capital lease; hence, it is classified
as an operating lease. The sale-leaseback resulted in a total gain of
$2,189,000, of which $1,363,000 was recorded as a gain in 2003. The
seller-lessee (Company) retained more than a minor part (25,000 square
feet) but less than substantially all of the use of the property (173,000
square feet) through the leaseback and realized a profit on the sale in
excess of the present value of the minimum lease payments over the lease
term. The present value of the stream of lease payments utilizing the
Company's incremental borrowing rate of 10.0% was $826,000. The $826,000 of
deferred profit was amortized in equal amounts as a reduction in rent
expense over the initial five-year term of the lease. The amortization of
the deferred profit expired during the first quarter of 2008. During the
three months ended March 31, 2008 and 2007, $28,000 and $41,000,
respectively, of the deferred gain was recognized.

(7) Line of Credit
--------------

The Company has a line of credit facility which may not exceed $5,000,000
and is to be used primarily for working capital purposes. Interest on the
line of credit facility is at the LIBOR Market Index Rate plus 1.4%. As of
March 31, 2008, the Company did not have any borrowings under the line of
credit facility; however, the leasing agreement associated with the
Company's principal office is secured with a $200,000 letter of credit.
Therefore, as of March 31, 2008, the amount of available line of credit was
$4,800,000.

The line of credit facility contains various non-financial covenants and is
secured by all of the Company's accounts receivables and inventory. The
Company was in compliance with all covenants as of March 31, 2008. The line
of credit facility expires effective June 30, 2008. The Company expects to
renew the line of credit facility under similar terms and conditions during
2008.

(8) Stock Repurchase Program
------------------------

On August 12, 2004, the Company's Board of Directors approved a program to
repurchase up to $1,000,000 of its outstanding common stock. The Company's
Board of Directors amended its existing stock repurchase program on several
occasions during 2005, 2006, and 2007 by increasing the amount it has
authorized management to repurchase from up to $1,000,000 of the Company's
common stock to up to $15,000,000.

On January 9, 2008, the Company's Board of Directors amended its existing
stock repurchase program by increasing the amount it has authorized
management to repurchase from up to $15,000,000 of the Company's common
stock to up to $17,000,000.

During the three months ended March 31, 2008, the Company repurchased
43,600 shares of common stock at a weighted average cost, including
brokerage commissions, of $5.67 per share. Cash expenditures for the stock
repurchases during the three months ended March 31, 2008 were $247,024.
From the inception of the Company's stock repurchase program on August 12,
2004 through March 31, 2008, the Company repurchased 1,681,318 shares of
common stock at a weighted average cost, including brokerage commissions,
of $8.54 per share. Cash expenditures for the stock repurchases since the
inception of the program were $14,363,167. As of March 31, 2008, $2,636,833
remained available for repurchases under the stock repurchase program.

Item 1. Financial Statements (Continued)
------- --------------------
Paragon Technologies, Inc.
Notes To Financial Statements (Unaudited)
For the Three Months Ended March 31, 2008 and 2007

(8) Stock Repurchase Program (Continued)
------------------------

Based on market conditions and other factors, additional repurchases may be
made from time to time, in compliance with SEC regulations, in the open
market or through privately negotiated transactions at the discretion of
the Company. There is no expiration date with regards to the stock
repurchase program. The purchase price for the shares of the Company's
common stock repurchased was reflected as a reduction to stockholders'
equity. The Company allocates the purchase price of the repurchased shares
as a reduction to common stock for the par value of the shares repurchased,
with the excess of the purchase price over par value being allocated
between additional paid-in capital and retained earnings. All shares of
common stock that were repurchased by the Company since the inception of
the program were subsequently retired.

(9) Unearned Support Contract Revenue
---------------------------------

The Company offers its Order Fulfillment customers one-year support
contracts for an annual service fee. The support contracts cover a
customer's single distribution center or warehouse where the Company's
products are installed. As part of its support contracts, the Company
provides analysis, consultation, and technical information to the
customer's personnel on matters relating to the operation of its Order
Fulfillment System and related equipment and/or peripherals.

The Company records advance payments for unearned support contracts in the
balance sheet as a current liability. Revenue on individual support
contracts is deferred and recognized on a straight-line basis over the
one-year term of each individual support contract.

(10) Stock-Based Compensation
------------------------

The Company accounts for stock-based compensation in accordance with SFAS
No. 123 (revised) "Share-Based Payment" ("SFAS No. 123R"). SFAS No. 123R
addresses all forms of share-based payment awards, including shares issued
under employee stock purchase plans, stock options, restricted and
nonvested stock, and stock appreciation rights. It requires companies to
recognize in the statement of operations the grant-date fair value of stock
options and other equity-based compensation issued to employees. The
statement eliminates the intrinsic value-based method prescribed by APB
Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations, that the Company used prior to January 1, 2006.

Effective January 1, 2006, the Company adopted SFAS No. 123R and began
expensing the grant-date fair value of employee stock options over the
related requisite service period.

The Company adopted SFAS No. 123R using the modified prospective transition
method. Under this transition method, compensation cost associated with
employee stock options recognized after December 31, 2005 includes
attribution of the fair value related to the remaining unvested portion of
stock option awards granted prior to January 1, 2006, if any, and
attribution related to new awards granted after January 1, 2006.

The expense associated with stock-based compensation arrangements is a
non-cash charge. In the Statements of Cash Flows, stock-based compensation
expense is an adjustment to reconcile net income (loss) to net cash
provided (used) by operating activities.

Item 1. Financial Statements (Continued)
------- --------------------
Paragon Technologies, Inc.
Notes To Financial Statements (Unaudited)
For the Three Months Ended March 31, 2008 and 2007

(10) Stock-Based Compensation (Continued)
------------------------

SFAS No. 123R requires that cash flows resulting from excess tax benefits
be classified as financing cash flows. For the three months ended March 31,
2008 and for the year ended December 31, 2007, no excess tax benefits were
generated.

1997 Equity Compensation Plan
The Company's stock-based compensation program, the 1997 Equity
Compensation Plan ("ECP"), expired in July 2007. Prior to expiration, the
ECP provided for grants of stock options, restricted and nonvested stock,
and stock appreciation rights to selected employees, key advisors who
performed valuable services, and directors of the Company. In addition, the
ECP provided for grants of performance units to employees and key advisors.
Prior to expiration, the ECP, as amended by stockholders in August 2000 and
June 2001, authorized up to 1,012,500 shares of common stock for issuance
pursuant to the terms of the plan. No further grants are available under
the plan.

Under the Company's ECP, officers, directors, and employees have been
granted options to purchase shares of common stock at the market price at
the date of grant. Options vest in four equal annual installments beginning
on the first anniversary of the date of grant; thus, at the end of four
years, the options are fully exercisable. Vested stock option awards may be
exercised through payment of cash, exchange of mature shares, or through a
broker. As of March 31, 2008, 7,500 options are outstanding under the plan,
and all options have a term of seven years.

Stock-based compensation expense (income) recognized during the three
months ended March 31, 2008 and 2007 for stock-based compensation programs
was $6,000 and $(3,000), respectively. Stock-based compensation expense
(income) recognized during the three months ended March 31, 2008 and 2007
consisted of expensing $1,000 and $2,000, respectively, for employee stock
options, and $0 and $0, respectively, for directors' stock options, and
$5,000 and $(5,000), respectively, for nonvested stock.

All of the stock-based compensation expense (income) recognized was a
component of selling, general and administrative expenses. Income was
recognized during the three months ended March 31, 2007 as a result of the
forfeiture of 5,000 shares of nonvested stock due to the resignation of Mr.
Hoffner from the Company effective March 1, 2007.

Stock Options
There were no stock options exercised, forfeited, or granted during the
three months ended March 31, 2008, and no further grants are available
under the plan.

The compensation expense recognized during the three months ended March 31,
2008 and 2007 for stock options was $1,000 and $2,000, respectively. The
total compensation expense of $23,000 is expected to be recognized on the
straight-line basis over the stated vesting period consistent with the
terms of the arrangement. As of March 31, 2008, there is unrecognized
compensation cost of $9,000 on the stock option awards which will be
recognized over the next 1.9 years.

As of December 31, 2005, there were no unvested employee stock options.
Therefore, no compensation cost related to stock options granted to
employees prior to January 1, 2006 was recognized.

Item 1. Financial Statements (Continued)
------- --------------------
Paragon Technologies, Inc.
Notes To Financial Statements (Unaudited)
For the Three Months Ended March 31, 2008 and 2007

(10) Stock-Based Compensation (Continued)
------------------------

Nonvested Stock
The grant-date fair value of nonvested stock is determined on the date of
grant based on the market price of the stock, and compensation cost is
generally amortized to expense on a straight-line basis over the vesting
period during which employees perform related services.

On March 8, 2006, the Company issued 12,500 shares of nonvested stock to
its executive officers. Participants are entitled to cash dividends and to
vote their respective shares. The shares are subject to forfeiture if
employment is terminated prior to March 8, 2010.

On March 1, 2007, Mr. Hoffner resigned from his positions as President and
CEO and as a director of the Company. Due to his resignation from the
Company, Mr. Hoffner forfeited his 5,000 shares of nonvested stock.

The compensation expense (income) recognized during the three months ended
March 31, 2008 and 2007 for nonvested stock awards was $5,000 and $(5,000),
respectively. The total compensation cost of $75,000 is expected to be
recognized on the straight-line basis over the four-year vesting period
consistent with the terms of the arrangement. As of March 31, 2008, there
is unrecognized compensation cost of $36,000 on the nonvested stock awards
which will be recognized over the next 1.9 years.

(11) Income Taxes
------------

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

The Company recognized income tax expense of $77,000 during the three
months ended March 31, 2008 compared to an income tax benefit of $128,000
during the three months ended March 31, 2007. Income tax expense for the
three months ended March 31, 2008 was generally recorded at statutory
federal and state tax rates. The income tax benefit for the three months
ended March 31, 2007 was lower than statutory federal and state tax rates
primarily due to the effect of tax-exempt interest on certain investments
on the annualized effective rate.

During the three months ended March 31, 2008, the Company accrued
additional interest related to unrecognized tax benefits of $3,000.

The Company estimates that the total unrecognized tax benefits may decrease
by approximately $21,000 due to the expiration of statutes of limitations
prior to March 31, 2009.

Item 1. Financial Statements (Continued)
------- --------------------
Paragon Technologies, Inc.
Notes To Financial Statements (Unaudited)
For the Three Months Ended March 31, 2008 and 2007

The Company is subject to U.S. federal income tax as well as income tax of
multiple state and foreign jurisdictions. The Company has substantially
concluded all U.S. federal income tax matters for years through 2003. The
Company has operations in approximately 30 state and foreign taxing
jurisdictions. The Company has substantially concluded state income tax
matters for years through 2001.

(12) Legal Proceedings

From time to time, the Company is involved in various claims and legal
actions arising in the ordinary course of business. Although the amount of
any liability that could arise with respect to currently pending actions
cannot be accurately predicted, in the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's financial position, results of operations, or liquidity.

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

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 should be read in conjunction with the unaudited
financial statements and related notes thereto included in this Quarterly Report
on Form 10-Q for the period ended March 31, 2008, and the cautionary statements
and consolidated financial statements and related notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2007. The
discussion and analysis contains "forward-looking statements" based on
management's current expectations, assumptions, estimates, and projections.
These forward-looking statements involve risks and uncertainties. The Company's
actual results could differ materially from those included in these
"forward-looking statements" as a result of risks and uncertainties identified
in connection with those forward-looking statements, including those factors
identified herein, and in the Company's other publicly filed reports.

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

Business Overview
-----------------

Paragon Technologies, Inc. provides a variety of material handling
solutions, including systems, technologies, products, and services for material
flow applications. Founded in 1958, the Company's material handling solutions
are based on core technologies in horizontal transportation and order
fulfillment and are aimed at improving productivity for manufacturing, assembly,
and distribution center operations.

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

Item 2. Management's Discussion and Analysis of Financial Condition and
------- ---------------------------------------------------------------
Results of Operations (Continued)
---------------------

Key Performance Metrics Relevant to the Company
-----------------------------------------------

Capacity Utilization
--------------------

Capacity Utilization, as documented in the Federal Reserve Statistical
Release(1), is a key economic indicator that the Company follows as a barometer
that may lead to capital spending for material handling systems. Capacity
Utilization attempts to measure what percent of available capacity is actually
being utilized. Management believes that when Capacity Utilization rises and
falls, the Company may see a corresponding change in the rate of new orders, and
therefore, a corresponding change in backlog and sales may also occur. The
backlog of orders represents the uncompleted portion of systems contracts along
with the value of parts and services from customer purchase orders related to
goods that have not been shipped or services that have not been rendered.
Backlog is generally indicative of customer demand for the Company's products.
As the demand for the Company's products increases, the backlog of orders, the
rate of new orders, and sales also typically increases. The following table
depicts the Company's backlog of orders, orders, sales, and Capacity Utilization
for the three months ended March 31, 2008, and for the years ended December 31,
2007, 2006, 2005, 2004, and 2003:

Three Months
Ended Year Ended December 31,
March 31, -----------------------------------------------
(Dollars in Thousands) 2008 2007 2006 2005 2004 2003
------------------ -----------------------------------------------

Backlog of orders - Beginning............ $ 7,934 5,932 6,918 5,514 4,052 4,834
Add: orders........................... 3,034 23,450 16,802 18,080 13,164 11,301
Less: sales........................... 5,045 21,448 17,788 16,676 11,702 12,083
------------------ -----------------------------------------------
Backlog of orders - Ending............... $ 5,923 7,934 5,932 6,918 5,514 4,052
================== ===============================================

Capacity Utilization(1).................. 80.6% 81.0% 80.9% 80.2% 78.0% 76.0%

Current Ratio
-------------

Management of the Company monitors the current ratio as a measure of
determining liquidity and believes the current ratio illustrates that the
Company's financial resources are adequate to satisfy its future cash
requirements through the next year. The following table depicts the Company's
current assets, current liabilities, and current ratio as of March 31, 2008 and
as of December 31, 2007, 2006, 2005, 2004, and 2003:

As of December 31,
As of March 31, ---------------------------------------------------------------
(Dollars in Thousands) 2008 2007 2006 2005 2004 2003
------------------------ ---------- ---------- ----------- ---------- ----------

Current assets............... $ 16,475 17,842 16,370 22,134 14,249 14,720
------------------------ ---------- ---------- ----------- ---------- ----------
Current liabilities.......... $ 4,521 5,802 4,296 5,337 7,355 9,583

Current ratio................ 3.64 3.08 3.81 4.15 1.94 1.54

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

Item 2. Management's Discussion and Analysis of Financial Condition and
------- ---------------------------------------------------------------
Results of Operations (Continued)
---------------------

Critical Accounting Policies and Estimates
------------------------------------------

The discussion and analysis of the Company's financial condition and
results of operations are based upon the Company's financial statements, which
have been prepared in accordance with U.S. generally accepted accounting
principles. The preparation of these financial statements requires the Company
to make estimates and judgments that affect the reported amount of assets and
liabilities, revenues and expenses, and other financial information, including
the related disclosure of commitments and contingencies at the date of the
Company's financial statements. Actual results may, under different assumptions
and conditions, differ significantly from the Company's estimates.

The Company believes that its accounting policies related to revenue
recognition on system sales, warranty, and inventories are its "critical
accounting policies." These policies have been reviewed with the Audit Committee
of the Board of Directors and are discussed in greater detail below.

Revenue Recognition on Systems Sales
------------------------------------

Revenues on systems contracts, accounted for in accordance with SOP 81-1 of
the American Institute of Certified Public Accountants, are recorded on the
basis of the Company's estimates of the percentage of completion of individual
contracts. Gross margin is recognized on the basis of the ratio of aggregate
costs incurred to date to the most recent estimate of total costs. As contracts
may extend over one or more years, revisions in cost and profit estimates during
the course of the work are reflected in the accounting periods in which the
facts requiring revisions become known. At the time a loss on a contract becomes
known, the entire amount of the estimated ultimate loss is accrued. As of March
31, 2008, there are no contracts that are anticipated to result in a loss.

The Company believes that it has the ability to reasonably estimate the
total costs and applicable gross profit margins at the inception of the contract
for all of its systems contracts. However, where cost estimates change, there
could be a significant impact on the amount of revenue recognized. The Company's
failure to estimate accurately can result in cost overruns which will result in
the loss of profits if the Company determines that it has significantly
underestimated the costs involved in completing contracts. The Company had cost
overruns which resulted in a loss of profits on one contract during the three
months ended March 31, 2008.

Accrued Product Warranties
--------------------------

The Company's products are warranted against defects in materials and
workmanship for varying periods of time depending on customer requirements and
the type of system sold, with a typical warranty period of one year. The Company
provides an accrual for estimated future warranty costs and potential product
liability claims based upon a percentage of cost of sales, typically two percent
of the cost of the system being sold. A detailed review of products still in the
warranty period. Historically, the level of warranty reserve has been
appropriate based on management's assessment of estimated future warranty
claims. However, if unanticipated warranty issues arise in the future, there
could be a significant impact on the recorded warranty reserve. The warranty
reserve as of March 31, 2008 and December 31, 2007 was $372,000 and $234,000,
respectively.

Inventories
-----------

Inventories are valued at the lower of average cost or market. The Company
provides an inventory reserve determined by a specific identification of
individual slow moving items and other inventory items based on historical
experience. The reserve is considered to be a write-down of inventory to a new
cost basis. Upon disposal of inventory, the new cost basis is removed from the
accounts.

Item 2. Management's Discussion and Analysis of Financial Condition and
------- ---------------------------------------------------------------
Results of Operations (Continued)
---------------------

Results of Operations - Three Months Ended March 31, 2008 Compared to the Three
-------------------------------------------------------------------------------
Months Ended March 31, 2007
---------------------------

Earnings Summary
----------------

The Company had a net income of $106,000 (or $0.04 basic earnings per
share) for the three months ended March 31, 2008, compared to a net loss of
$268,000 (or $0.09 basic loss per share) for the three months ended March 31,
2007. The increase in net income was primarily due to:
o an increase during the first quarter of 2008 in sales and gross profit
of $1,438,000, and $596,000, respectively, as described below;
o a decrease in selling, general and administrative expenses of $35,000
as described below; and
o an increase of $9,000 in interest income attributable to the transfer
from lower yielding tax-exempt short-term investments to higher
yielding taxable short-term investments.

Partially offsetting the above increase in net income was:
o an increase in product development costs of $45,000 as described below;
o a decrease of $16,000 in other income, net attributable to a decrease
in royalty income from a license agreement related to material handling
equipment sales; and
o an increase in income tax expense of $205,000 as described below.

Net Sales and Gross Profit on Sales
-----------------------------------

2008 2007
----------------- ------------------

Net sales.............................................. $ 5,045,000 3,607,000
Cost of sales.......................................... 3,519,000 2,677,000
----------------- ------------------
Gross profit on sales.................................. $ 1,526,000 930,000
================= ==================

Gross profit as a percentage of sales.................. 30.2% 25.8%
================= ==================

The increase in sales was associated with a larger backlog of orders
entering fiscal 2008 when compared to the backlog of orders entering fiscal
2007. Contributing to the increase in sales was progress made on contracts
received during the first quarter of 2008 in accordance with contract completion
requirements.

Gross profit, as a percentage of sales, for the three months ended March
31, 2008, when compared to the three months ended March 31, 2007, was favorably
impacted by 4.2% due to product mix, and by 0.2% due to the increased absorption
of overhead costs.

Selling, General and Administrative Expenses
--------------------------------------------

Selling, general and administrative expenses of $1,369,000 were lower by
$35,000 for the three months ended March 31, 2008 than for the three months
ended March 31, 2007. The favorable variance in selling, general and
administrative expenses was primarily attributable to a decrease of $108,000 of
expenditures relating to sales efforts in response to quoting and sales
activities. Partially offsetting the aforementioned favorable variance was an
increase of $25,000 in marketing expenses primarily associated with product
promotion, and an increase of $43,000 in professional fees and consulting
expenses.

Item 2. Management's Discussion and Analysis of Financial Condition and
------- ---------------------------------------------------------------
Results of Operations (Continued)
---------------------

Product Development Costs
-------------------------

Product development costs, including patent expense, of $95,000 were higher
by $45,000 for the three months ended March 31, 2008 than for the three months
ended March 31, 2007. Development programs in the three months ended March 31,
2008 and 2007 were primarily aimed at improvements to the Company's Order
Fulfillment systems technologies. Order Fulfillment development efforts during
the three months ended March 31, 2008 and 2007 included voice-directed
replenishment and DISPEN-SI-MATIC(R) software enhancements aimed at promoting
workplace efficiencies for the Company's customers.

Interest Income
---------------

Interest income of $121,000 was higher by $9,000 for the three months ended
March 31, 2008 than for the three months ended March 31, 2007. The increase in
interest income was attributable to the transfer from lower yielding tax-exempt
short-term investments to higher yielding taxable short-term investments.

Other Income, Net
-----------------

The unfavorable variance of $16,000 in other income, net for the three
months ended March 31, 2008 as compared to the three months ended March 31, 2007
was primarily attributable to a decrease in royalty income from a license
agreement related to material handling equipment sales. Effective February 1,
2007, the license agreement became royalty-free. Therefore, the Company no
longer receives royalty income from the license agreement.

Income Tax Expense (Benefit)
----------------------------

The Company recognized income tax expense of $77,000 during the three
months ended March 31, 2008 compared to an income tax benefit of $128,000 during
the three months ended March 31, 2007. Income tax expense for the three months
ended March 31, 2008 was generally recorded at statutory federal and state tax
rates. The income tax benefit for the three months ended March 31, 2007 was
lower than statutory federal and state tax rates primarily due to the effect of
tax-exempt interest on certain investments on the annualized effective rate.

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

Liquidity and Capital Resources
-------------------------------

The Company's cash and cash equivalents and short-term investments at March
31, 2008 were $12,197,000, representing 72.2% of total assets, compared to
$12,304,000, or 67.2% of total assets, at December 31, 2007. The decrease was
primarily due to the repurchase and retirement of common stock totaling
$247,000, and purchases of capital equipment totaling $47,000, partially offset
by cash provided by operating activities totaling $187,000.

Item 2. Management's Discussion and Analysis of Financial Condition and
------- ---------------------------------------------------------------
Results of Operations (Continued)
---------------------

Liquidity and Capital Resources (Continued)
-------------------------------

Cash provided by operating activities totaling $187,000 during the three
months ended March 31, 2008 was primarily due to the following factors:
o a decrease in receivables in the amount of $1,138,000 in accordance
with contractual requirements;
o a decrease in costs and estimated earnings in excess of billings
in the amount of $289,000 in accordance with contractual
requirements;
o net income in the amount of $106,000 for the first quarter of 2008; and
o an increase in accrued product warranties in the amount of $138,000
primarily associated with the establishment of warranties for contracts
entering the warranty period.

Partially offset by the following factors:
o a decrease in customers' deposits and billings in excess of costs and
estimated earnings in the amount of $1,303,000 in accordance with
contractual requirements; and
o an increase in prepaid expenses and other current assets in the amount
of $232,000 primarily associated with payment of insurance premiums for
the current year.

The Company's cash and cash equivalents and short-term investments at March
31, 2007 were $12,216,000, representing 75.6% of total assets, compared to
$12,072,000, or 72.1% of total assets, at December 31, 2006. The increase was
primarily due to cash provided by operating activities totaling $481,000,
partially offset by the repurchase and retirement of common stock totaling
$317,000, and purchases of capital equipment totaling $20,000.

Cash provided by operating activities totaling $481,000 during the three
months ended March 31, 2007 was primarily due to:
o a decrease in receivables in the amount of $1,409,000 primarily
associated with collections on customer accounts.

Partially offset by the following factors:
o an increase in costs and estimated earnings in excess of billings in
the amount of $363,000 in accordance with contractual requirements;
o a net loss in the amount of $268,000 for the first quarter of 2007;
o an increase in prepaid expenses and other current assets in the amount
of $254,000 primarily associated with payment of insurance premiums
for the current year; and
o a decrease in accounts payable in the amount of $124,000 associated
with payments for purchases of goods and services rendered in
accordance with job completion requirements.

The Company repurchased $247,000 of its common stock during the three
months ended March 31, 2008 compared with $317,000 of stock repurchases during
the three months ended March 31, 2007. The Company's Board of Directors amended
its existing stock repurchase program by increasing the amount it has authorized
management to repurchase from up to $15,000,000 of the Company's common stock to
up to $17,000,000. As of March 31, 2008, the Company has $2,636,833 authorized
by the Board of Directors to use for future stock repurchases.

Item 2. Management's Discussion and Analysis of Financial Condition and
------- ---------------------------------------------------------------
Results of Operations (Continued)
---------------------

Liquidity and Capital Resources (Continued)
-------------------------------

associated with the Company's principal office is secured with a $200,000 letter
of credit. Therefore, as of March 31, 2008, the amount of available line of
credit was $4,800,000.

The line of credit facility contains various non-financial covenants and is
secured by all of the Company's accounts receivables and inventory. The Company
was in compliance with all covenants as of March 31, 2008. The line of credit
facility expires effective June 30, 2008. The Company expects to renew the line
of credit facility under similar terms and conditions during 2008.

The Company anticipates that its financial resources, consisting of cash
and cash equivalents and short-term investments, and its line of credit, will be
adequate to satisfy its future cash requirements through the next year. Sales
volume, as well as cash liquidity, may experience fluctuations due to the
unpredictability of future contract sales and the dependence upon a limited
number of large contracts with a limited number of customers.

The Company continues to review opportunities with the goal of maximizing
resources, increasing stockholder value, and considering strategies and
transactions intended to improve liquidity. At this time, the Company believes
that an increase in stockholder value will be best obtained through increases in
the Company's internal technology base, strengthening the Company's sales and
marketing capabilities, growth of the Company's continuing operations and other
higher growth markets, by the enhancement of the Company's products with
advanced proprietary software capabilities through research and development
efforts and/or possible acquisitions, mergers, and joint ventures. Although the
Company enters into preliminary discussions and non-disclosure agreements from
time to time, the Company does not have any material definitive agreements in
place. There is no assurance that the Company will be able to consummate any of
these strategic options.

Contractual Obligations

The Company leases approximately 25,000 square feet in Easton, Pennsylvania
for use as its principal office. The leasing agreement, as amended, requires
fixed monthly rental payments of $18,000. The terms of the lease also require
the payment of a proportionate share of the facility's operating expenses. The
leasing agreement is secured with a $200,000 letter of credit. The lease expires
on February 20, 2013.

Future contractual obligations and commercial commitments at March 31, 2008
as noted above are as follows:

Payments Due by Period
----------------------------------------------------------------------------------
Total 2008 2009 2010 2011 2012 After 2012
----------------- ------------ ------------ ------------ ------------ ------------ ------------

Contractual
obligations:
Operating leases...... $ 1,062,000 162,000 216,000 216,000 216,000 216,000 36,000
================= ============ ============ ============ =========== ============ ============

Amount of Commitment Expiration Per Period
Total Amounts -----------------------------------------------------------------------------------
Committed 2008 2009 2010 2011 2012 After 2012
----------------- ------------ ------------ ------------ ------------ ------------ ------------

Other commercial
commitments:
Letters of credit..... $ 200,000 - 200,000 - - - -
================= ============ ============ ============ =========== ============ ============

As of March 31, 2008, the Company has unrecognized tax benefits of
$264,000. The timing of cash settlement cannot be reasonably estimated.

Item 2. Management's Discussion and Analysis of Financial Condition and
------- ---------------------------------------------------------------
Results of Operations (Continued)
---------------------

Contractual Obligations (Continued)
-----------------------

The Company has an Executive Officer Severance Policy (the "Severance
Policy") for executive officers without an employment agreement, which applies
in the event that an executive officer is terminated by the Company for reasons
other than "cause," as such term is defined in the Severance Policy. Under the
Severance Policy, executive officers will receive a portion of their regular
straight-time pay based on their position and length of service with the
Company, medical coverage, and executive outplacement services. For further
information, please refer to the Company's disclosure regarding the "Executive
Officer Severance Policy" in Item 11 of the Company's Annual Report on Form 10-K
for the year ended December 31, 2007.

Off-Balance Sheet Arrangements
------------------------------

As of March 31, 2008, the Company had no off-balance sheet arrangements in
the nature of guarantee contracts, retained or contingent interests in assets
transferred to unconsolidated entities (or similar arrangements serving as
credit, liquidity, or market risk support to unconsolidated entities for any
such assets), obligations (including contingent obligations) under a contract
that would be accounted for as a derivative instrument, or obligations
(including contingent obligations) arising out of variable interests in
unconsolidated entities providing financing, liquidity, market risk, or credit
risk support to the Company, or that engage in leasing, hedging, or research and
development services with the Company.

Related Party Transactions
--------------------------

From time to time, the Company enters into transactions with related
parties. For further information, please refer to the Company's disclosure
regarding "Commitments and Related Party Transactions" in Note 9 of the Notes to
Consolidated Financial Statements of the Company's Annual Report on Form 10-K
for the year ended December 31, 2007.

Recently Issued Accounting Pronouncements
-----------------------------------------

In September 2006, the Financial Accounting Standards Board issued SFAS No.
157, Fair Value Measurements ("SFAS No. 157"). SFAS No. 157 defines fair value,
establishes a market-based framework or hierarchy for measuring fair value, and
expands disclosures about fair value measurements. SFAS No. 157 is applicable
whenever another accounting pronouncement requires or permits assets and
liabilities to be measured at fair value. SFAS No. 157 does not expand or
require any new fair value measures. The provisions of SFAS No. 157 are to be
applied prospectively and are effective for financial statements issued for
fiscal years beginning after November 15, 2007. SFAS No. 157's fair value
measurement requirements for non-financial assets and liabilities that are not
required or permitted to be measured at fair value on a recurring basis have
been deferred until fiscal years beginning after November 15, 2008. The Company
has certain non-financial assets, such as long-lived assets, that may be
re-measured to fair value on a non-recurring basis. The Company adopted SFAS No.
157 on January 1, 2008. The adoption of SFAS No. 157 did not have a material
impact on the Company's financial statements.

Item 2. Management's Discussion and Analysis of Financial Condition and
------- ---------------------------------------------------------------
Results of Operations (Continued)
---------------------

Recently Issued Accounting Pronouncements (Continued)
-----------------------------------------

specified risks, cash flows or portion of that instrument. SFAS No. 159 does not
affect any existing accounting literature that requires certain assets and
liabilities to be carried at fair value nor does it eliminate disclosure
requirements included in other accounting standards. SFAS No. 159 is effective
for fiscal years beginning after November 15, 2007. The Company adopted SFAS No.
159 on January 1, 2008. The adoption of SFAS No. 159 did not have a material
impact on the Company's financial statements.

In December 2007, the Financial Accounting Standards Board issued SFAS No.
141(R), Business Combinations ("SFAS No. 141R"). SFAS No. 141R replaces SFAS No.
141, Business Combinations and applies to all transactions or other events in
which an entity obtains control of one or more businesses. SFAS No. 141R
requires the acquiring entity in a business combination to recognize all (and
only) the assets acquired and liabilities assumed in the transaction;
establishes the acquisition-date fair value as the measurement objective for all
assets acquired and liabilities assumed; and requires the acquirer to disclose
additional information needed to evaluate and understand the nature and
financial effect of the business combination. SFAS No. 141R is effective
prospectively for fiscal years beginning after December 15, 2008 and may not be
applied before that date. The Company is currently evaluating the impact, if
any, the adoption of SFAS No. 141R will have on the Company's financial
statements.

In December 2007, the Financial Accounting Standards Board issued SFAS No.
160, Noncontrolling Interests in Consolidated Financial Statements--an amendment
of ARB No. 51 ("SFAS No. 160"). SFAS No. 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008, with earlier adoption prohibited. SFAS No. 160 requires the recognition of
a noncontrolling interest (minority interest) as equity in the consolidated
financial statements and separate from the parent's equity. The amount of net
earnings attributable to the noncontrolling interest will be included in
consolidated net income on the face of the income statement. SFAS No. 160 also
amends certain of ARB No. 51's consolidation procedures for consistency with the
requirements of SFAS No. 141R. SFAS No. 160 also includes expanded disclosure
requirements regarding the interests of the parent and its noncontrolling
interest. The Company is currently evaluating the impact, if any, the adoption
of SFAS No. 160 will have on the Company's financial statements.

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

Cautionary Statement
--------------------

Certain statements contained herein are not based on historical fact and
are "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and the Securities and Exchange Commission rules,
regulations, and releases. The Company intends that such forward-looking
statements be subject to the safe harbors created thereby. Among other things,
the forward-looking statements regard the Company's earnings, liquidity,
financial condition, review of strategic alternatives, and other matters. Words
or phrases denoting the anticipated results of future events, such as
"anticipate," "does not anticipate," "should help to," "believe," "estimate,"
"is positioned," "expects," "may," "will," "will likely," "is expected to,"
"will continue," "should," "project," and similar expressions that denote
uncertainty, are intended to identify such forward-looking statements. The
Company's actual results, performance, or achievements could differ materially
from the results expressed in, or implied by, such "forward-looking statements":
(1) as a result of risks and uncertainties identified in connection with those
forward-looking statements, including those factors identified herein, and in
the Company's other publicly filed reports; (2) as a result of factors over
which the Company has no control, including the strength of domestic and foreign
economies, sales growth, competition, and certain costs increases; or (3) if the
factors on which the Company's conclusions are based do not conform to the
Company's expectations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
------- ----------------------------------------------------------

The Company does not believe that its exposures to interest rate risk or
foreign currency exchange risk, risks from commodity prices, equity prices and
other market changes that affect market risk sensitive instruments are material
to its results of operations.

Item 4. Controls and Procedures
------- -----------------------

(a) Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the
participation of the Company's management, including its Chief Executive
Officer, or CEO, and Chief Financial Officer, or CFO, of the effectiveness
of the Company's disclosure controls and procedures, as such term is
defined under Rule 13a-15(e) promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") as of March 31, 2008. Based on
that evaluation, the Company's management, including the CEO and CFO,
concluded that the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act, is
accumulated and communicated to the Company's management, including the
Company's CEO and CFO, to allow timely decisions regarding required
disclosure, and is recorded, processed, summarized and reported as
specified in Securities and Exchange Commission rules and forms.

(b) Change in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial
reporting identified in connection with the evaluation of such controls
that occurred during the Company's fiscal quarter ended March 31, 2008 that
has materially affected, or that is reasonably likely to materially affect
the Company's internal control over financial reporting.

PART II -- OTHER INFORMATION
----------------------------

Item 1. Legal Proceedings
------- -----------------

From time to time, the Company is involved in various claims and legal
actions arising in the ordinary course of business. Although the amount of any
liability that could arise with respect to currently pending actions cannot be
accurately predicted, in the opinion of management, the ultimate disposition of
these matters will not have a material adverse effect on the Company's financial
position, results of operations, or liquidity.

Item 1A. Risk Factors
-------- ------------

Item 1A, "Risk Factors," of our 2007 Form 10-K includes a detailed
discussion of our risk factors. There have been no material changes in our Risk
Factors from those disclosed in our annual report on Form 10-K for the year
ended December 31, 2007.

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

The following table represents the periodic repurchases of equity
securities made by the Company during the three months ended March 31, 2008:

--------------------------------------------------------------------------------------------------------------------
Issuer Purchases of Equity Securities
--------------------------------------------------------------------------------------------------------------------
Average Total Number Approximate Approximate
Price Paid of Shares Dollar Value Dollar Value
Total Per Share Repurchased of Shares of Shares
Number (Including as Part of a Purchased That May Yet
Fiscal of Shares Brokerage Publicly Announced Under the Be Purchased
Period Repurchased Commissions) Program Program Under the Program
--------------------------------------------------------------------------------------------------------------------

1/01/08 - 1/31/08 28,800 $ 5.85 28,800 $ 168,532 $ 2,715,325
2/01/08 - 2/29/08 - $ - - $ - $ 2,715,325
3/01/08 - 3/31/08 14,800 $ 5.30 14,800 $ 78,492 $ 2,636,833
------------------------------------------------------------------------
43,600 $ 5.67 43,600 $ 247,024
--------------------------------------------------------------------------------------------------------------------

On August 12, 2004, the Company's Board of Directors approved a program to
repurchase up to $1,000,000 of its outstanding common stock. The Company's Board
of Directors amended its existing stock repurchase program on several occasions
during 2005, 2006, and 2007 by increasing the amount it has authorized
management to repurchase from up to $1,000,000 of the Company's common stock to
up to $15,000,000.

On January 9, 2008, the Company's Board of Directors amended its existing
stock repurchase program by increasing the amount it has authorized management
to repurchase from up to $15,000,000 of the Company's common stock to up to
$17,000,000.

During the three months ended March 31, 2008, the Company repurchased
43,600 shares of common stock at a weighted average cost, including brokerage
commissions, of $5.67 per share. Cash expenditures for the stock repurchases
during the three months ended March 31, 2008 were $247,024. From the inception
of the Company's stock repurchase program on August 12, 2004 through March 31,
2008, the Company repurchased 1,681,318 shares of common stock at a weighted
average cost, including brokerage commissions, of $8.54 per share. Cash
expenditures for the stock repurchases since the inception of the program were
$14,363,167. As of March 31, 2008, $2,636,833 remained available for repurchases
under the stock repurchase program.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
------- -----------------------------------------------------------
(Continued)

Based on market conditions and other factors, additional repurchases may be
made from time to time, in compliance with SEC regulations, in the open market
or through privately negotiated transactions at the discretion of the Company.
There is no expiration date with regards to the stock repurchase program. The
purchase price for the shares of the Company's common stock repurchased was
reflected as a reduction to stockholders' equity. The Company allocates the
purchase price of the repurchased shares as a reduction to common stock for the
par value of the shares repurchased, with the excess of the purchase price over
par value being allocated between additional paid-in capital and retained
earnings. All shares of common stock that were repurchased by the Company since
the inception of the program were subsequently retired.

Item 3. Defaults Upon Senior Securities
------- -------------------------------

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders
------- ---------------------------------------------------

Not applicable.

Item 5. Other Information
------- -----------------

Not applicable.

Item 6. Exhibits
------- --------

Exhibit No. Description
----------- -----------

31.1 Certification by Chief Executive Officer pursuant to Rule
13a-14(a) and 15d-14(a), as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 signed by Leonard S.
Yurkovic, Acting CEO (filed herewith).

31.2 Certification by Chief Financial Officer pursuant to Rule
13a-14(a) and 15d-14(a), as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 signed by Ronald J.
Semanick, Chief Financial Officer and Vice President -
Finance and Treasurer (filed herewith).

32.1 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 signed by Leonard S. Yurkovic, Acting CEO
(filed herewith).

32.2 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 signed by Ronald J. Semanick, Chief Financial
Officer and Vice President - Finance and Treasurer (filed
herewith).

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.

PARAGON TECHNOLOGIES, INC.

/s/ Leonard S. Yurkovic
------------------------------------------------
Leonard S. Yurkovic
Acting CEO

/s/ Ronald J. Semanick
------------------------------------------------
Ronald J. Semanick
Chief Financial Officer

Dated: /s/ May 14, 2008
--------------------

EXHIBIT INDEX
-------------

Exhibit No. Description
----------- -----------

31.1 Certification by Chief Executive Officer pursuant to
Rule 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 signed by
Leonard S. Yurkovic, Acting CEO (filed herewith).

31.2 Certification by Chief Financial Officer pursuant to
Rule 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 signed
by Ronald J. Semanick, Chief Financial Officer and
Vice President - Finance and Treasurer (filed
herewith).

32.1 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 signed by Leonard S. Yurkovic, Acting CEO
(filed herewith).

32.2 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 signed by Ronald J. Semanick, Chief
Financial Officer and Vice President - Finance and
Treasurer (filed herewith).