<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
--- Exchange Act of 1934 for the quarterly period ended September 30, 1997
or
Transition report pursuant to Section 13 or 15(d) of the Securities
--- Exchange Act of 1934
COMMISSION FILE NUMBER 1-10981
SBS TECHNOLOGIES, INC.
New Mexico 85-0359415
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
2400 Louisiana Blvd. NE
AFC Building 5, Suite 600
Albuquerque, New Mexico 87110
(505) 875-0600
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
YES X NO
--- ---
As of October 31, 1997, the Registrant had 5,551,295 shares of its common stock
outstanding.
<PAGE>
SBS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
- --------------------------------------------------------------------------------
ASSETS September 30, 1997 June 30, 1997
------ ------------------ -------------
Current assets:
Cash and cash equivalents $22,522,476 21,661,671
Receivables, net (note 2) 9,453,496 9,244,269
Inventories (note 3) 8,337,202 7,705,470
Deferred income taxes 1,400,000 1,327,000
Prepaid expenses 145,647 232,283
Other current assets 292,376 128,560
----------- ----------
Total current assets 42,151,197 40,299,253
----------- ----------
Property and equipment, at cost 5,398,947 4,729,259
Less accumulated depreciation 2,392,984 2,247,408
----------- ----------
Net property and equipment 3,005,963 2,481,851
----------- ----------
Intangible assets, net 13,649,482 14,099,254
Deferred income taxes 4,100,000 4,253,000
Other assets 37,022 31,656
----------- ----------
Total assets $62,943,664 61,165,014
----------- ----------
----------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Current portion of long-term debt $ - 13,316
Notes payable to related parties 2,862,188 1,000,000
Accounts payable 1,964,912 1,541,846
Accrued representative commissions 423,160 449,699
Accrued salaries 974,022 1,868,623
Accrued compensated absences 557,616 560,061
Income taxes 1,492,034 1,095,162
Other current liabilities 1,450,153 1,493,368
----------- ----------
Total current liabilities 9,724,085 8,022,075
Long-term liabilities:
Notes payable to related parties - 2,816,251
----------- ----------
Total long-term liabilities - 2,816,251
----------- ----------
Total liabilities 9,724,085 10,838,326
----------- ----------
Stockholders' equity:
Common stock, no par value; 30,000,000 shares
authorized, 5,549,479 issued and outstanding
at September 30, 1997
5,405,378 issued and outstanding at
June 30, 1997 44,484,288 43,889,754
Common stock warrants 82,225 111,286
Retained earnings 8,653,066 6,325,648
----------- ----------
Total stockholders' equity 53,219,579 50,326,688
----------- ----------
Total liabilities and stockholders' equity $62,943,664 61,165,014
----------- ----------
----------- ----------
See accompanying notes to condensed consolidated financial statements
Page 2
<PAGE>
SBS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
- --------------------------------------------------------------------------------
Three Months Ended September 30
-------------------------------
1997 1996
----------- ----------
Sales $16,362,509 11,263,466
Cost of sales 6,999,721 5,245,753
----------- ----------
Gross Profit 9,362,788 6,017,713
Selling, general and administrative expense 3,456,777 2,673,646
Research and development expense 1,782,883 654,946
Amortization of intangible assets 449,771 219,372
----------- ----------
Operating income from continuing operations 3,673,357 2,469,749
----------- ----------
Interest income 284,674 14,844
Interest expense (46,613) (163,980)
----------- ----------
238,061 (149,136)
----------- ----------
Income from continuing operations
before income taxes 3,911,418 2,320,613
Income taxes 1,584,000 928,200
----------- ----------
Net income $ 2,327,418 1,392,413
----------- ----------
----------- ----------
Net income per common and
common equivalent share $ 0.39 0.33
----------- ----------
----------- ----------
See accompanying notes to condensed consolidated financial statements
Page 3
<PAGE>
SBS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Common Total
stock Common stock-
-------------------------- stock Retained holders'
Shares Amount warrants earnings equity
--------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance at June 30, 1996 3,178,133 $ 4,690,786 $ 180,000 $5,180,134 $10,050,920
Exercise of stock options
and warrants 527,245 1,960,780 (68,714) - 1,892,066
Income tax benefit from stock
options exercised - 1,645,740 - - 1,645,740
Acquisition of Logical Design
Group Inc. 200,000 68,000 - 683,829 751,829
Common stock issued in
public offering 1,500,000 35,524,448 - - 35,524,448
Net income - - - 461,685 461,685
--------- ----------- ---------- ---------- -----------
Balance at June 30, 1997 5,405,378 43,889,754 111,286 6,325,648 50,326,688
Exercise of stock options
and warrants 144,101 594,534 (29,061) - 565,473
Net income - - - 2,327,418 2,327,418
--------- ----------- ---------- ---------- -----------
Balance at September 30, 1997 5,549,479 $44,484,288 $ 82,225 $8,653,066 $53,219,579
--------- ----------- ---------- ---------- -----------
--------- ----------- ---------- ---------- -----------
</TABLE>
See accompanying notes to condensed consolidated financial statements
Page 4
<PAGE>
SBS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
- --------------------------------------------------------------------------------
Three Months Ended September 30
-------------------------------
1997 1996
---------- ---------
Cash flows from operating activities:
Net income $2,327,418 1,392,413
---------- ---------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 193,320 117,608
Amortization of intangible assets 449,771 219,372
Bad debt expense 130,853 167,501
Deferred income taxes 80,000
Gain on disposition of assets (4,871) -
Imputed interest 45,937 -
Changes in assets and liabilities:
Receivables (340,080) (1,021,640)
Inventories (631,732) (443,144)
Prepaids and other assets (82,546) 51,386
Accounts payable 423,066 494,366
Accrued representative commissions (26,539) 133,096
Accrued salaries (894,601) (165,933)
Accrued compensated absences (2,445) 31,426
Income taxes 396,872 569,131
Other current liabilities (43,215) 123,542
---------- ---------
Net adjustments (306,210) 276,711
---------- ---------
Net cash provided by operating activities 2,021,208 1,669,124
---------- ---------
Cash flows from investing activities:
Cash received from sale of assets 50,000 -
Business acquisitions - 1,351
Acquisition of property and equipment (762,560) (207,949)
---------- ---------
Net cash used by investing activities (712,560) (206,598)
---------- ---------
(Continued)
Page 5
<PAGE>
SBS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
- --------------------------------------------------------------------------------
Three Months Ended September 30
------------------------------
1997 1996
----------- ----------
Cash flows from financing activities:
Payments on notes payable to related parties (1,000,000) -
Payments on long-term borrowings and
capitalized leases (13,316) (730,246)
Proceeds from exercise of stock options and
warrants 565,473 239,263
---------- ---------
Net cash used by financing activities (447,843) (490,983)
---------- ---------
Net increase in cash and cash equivalents 860,805 971,543
Cash and cash equivalents at beginning of period 21,661,671 1,130,030
---------- ---------
Cash and cash equivalents at end of period $22,522,476 2,101,573
---------- ---------
---------- ---------
Supplemental disclosure of cash flow information:
Interest paid $ 676 165,738
Income taxes paid 1,126,000 352,624
Noncash financing and investing activities:
Assets acquired through capital leases $ - 70,733
Summary of assets, liabilities, and equity
acquired through acquisition:
Cash and cash equivalents $ - 1,351
Receivables - 441,279
Inventories - 821,141
Deferred income tax - 26,500
Prepaid expenses - 6,029
Property and equipment - 864,610
Accumulated depreciation - (609,322)
Accounts payable - (256,984)
Accrued representative commissions - (17,240)
Accrued salaries - (20,000)
Accrued compensated absences - (66,435)
Debt - (404,277)
Income taxes - 1,552
Other current liabilities - (36,375)
Common stock - (68,000)
Retained earnings $ - (683,829)
---------- ---------
---------- ---------
See accompanying notes to condensed consolidated financial statements
Page 6
<PAGE>
SBS TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(Unaudited)
- --------------------------------------------------------------------------------
1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies as set forth in SBS Technologies, Inc.'s (the
"Company") Annual Report on Form 10-K dated September 26, 1997 have been
adhered to in preparing the accompanying interim consolidated financial
statements. These statements are unaudited but include all adjustments,
consisting of normal recurring adjustments, that the Company considers
necessary for a fair presentation of the results for such interim period.
Results for an interim period are not necessarily indicative of results for
a full year.
Certain amounts in the September 30, 1996 financial statements have been
reclassified to conform with the September 30, 1997 presentation.
2) RECEIVABLES, NET
Receivables, net consisted of the following:
September 30, 1997 June 30, 1997
----------------- -------------
Accounts receivable $9,363,408 9,033,935
Contract receivables:
Amounts billed 267,469 268,913
Recoverable costs and accrued profit
on progress completed- not billed 241,337 242,416
---------- ---------
508,806 511,329
9,872,214 9,545,264
---------- ---------
Less: allowance for doubtful accounts (418,718) (300,995)
---------- ---------
$9,453,496 9,244,269
---------- ---------
---------- ---------
Recoverable costs and accrued profit not billed are comprised principally
of amounts of revenue recognized on contracts for which billings had not
been presented to the contract owners since the amounts were not billable
at the balance sheet date, because progress billings are restricted by the
contract to a percentage of costs incurred until the contracts are closed.
3) INVENTORIES
Inventories are valued at average cost which does not exceed market.
September 30, 1997 June 30, 1997
------------------ -------------
Raw materials $ 3,331,966 3,211,502
Work in process 3,322,450 2,953,140
Finished goods 1,682,786 1,540,828
------------ ---------
$ 8,337,202 7,705,470
------------ ---------
------------ ---------
Page 7
<PAGE>
SBS TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(Continued)
- --------------------------------------------------------------------------------
4) EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
Earnings per common and common equivalent share are based on the weighted
average shares of common stock and, if dilutive, common equivalent shares
(options and warrants) outstanding during the period.
The number of shares used in the earnings per share computations are as
follows:
Three Months Ended
September 30
------------------
1997 1996
---- ----
Weighted average shares of common
stock outstanding during the year 5,470,917 3,393,578
Common equivalent shares - assumed
exercise of options and warrants 499,271 824,416
--------- ---------
Total common and common
equivalent shares 5,970,188 4,217,994
--------- ---------
--------- ---------
5) BUSINESS ACQUISITIONS
On November 18, 1996, the Company completed the purchase of Bit 3 Computer
Corporation ("Bit 3"), a Minneapolis-based manufacturer of computer
networking and interconnection hardware. The Company acquired all the
outstanding capital stock of Bit 3 for a total purchase price of $24.0
million. Of this purchase price, $20.0 million was paid to the sellers in
cash upon closing of the public stock offering. Of the balance of $4.0
million, $1.0 million was paid on July 1, 1997 and the balance of $3.0
million will be paid on July 1, 1998. The financial results of Bit 3 have
been included in the Company's Consolidated Financial Statements from
November 18, 1996. In connection with the acquisition of Bit 3, the
Company recorded an $11.0 million earnings charge in the quarter ended
December 31, 1996, based on an assessment by the Company, in conjunction
with an independent valuation firm, of purchased technology of Bit 3. The
assessment determined that $11.0 million of Bit 3's purchase price
represented technology that does not meet the accounting definitions of
"completed technology," and thus should be charged to earnings under
generally accepted accounting principles. In addition, as a result of the
acquisition, the Company recorded $10.0 million of goodwill which is being
amortized over a ten year period.
Had the acquisition taken place on July 1, 1996, revenues, net loss and net
loss per common and common equivalent share for the quarter ended September
30, 1996 would have been approximately $15.1 million, $(4.3) million, and
$(.88), respectively. The proforma information is presented for
informational purposes only and is not necessarily indicative of the
results of operations that actually would have been achieved had the
acquisition been consummated as of that time, nor is it intended to be a
projection of future results.
Page 8
<PAGE>
SBS TECHNOLOGIES INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------
THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE
COMPANY'S FINANCIAL STATEMENTS AND NOTES THERETO. INFORMATION DISCUSSED HEREIN
MAY INCLUDE FORWARD-LOOKING STATEMENTS REGARDING FUTURE EVENTS OR THE FUTURE
FINANCIAL PERFORMANCE OF THE COMPANY, AND ARE SUBJECT TO A NUMBER OF RISKS AND
OTHER FACTORS WHICH COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE CONTAINED IN ANY FORWARD LOOKING STATEMENTS. AMONG SUCH FACTORS ARE:
GENERAL BUSINESS AND ECONOMIC CONDITIONS; CUSTOMER ACCEPTANCE OF AND DEMAND FOR
THE COMPANY'S PRODUCTS; THE COMPANY'S OVERALL ABILITY TO DESIGN, TEST, AND
INTRODUCE NEW PRODUCTS ON A TIMELY BASIS; THE NATURE OF THE MARKETS ADDRESSED BY
THE COMPANY'S PRODUCTS; AND OTHER RISK FACTORS LISTED FROM TIME TO TIME IN
DOCUMENTS FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION.
PUBLIC STOCK OFFERING
On November 18, 1996, the Company consummated a fully underwritten public stock
offering of 1,500,000 shares of the Company's Common Stock at a price of
$25.625 per share. In addition, certain selling shareholders sold an additional
300,000 shares in the offering. The proceeds of the sale of the 300,000
additional shares did not benefit the Company; however, the Company did receive
the exercise price of $4.80 per share from the exercise of warrants covering
100,000 of the shares. The offering was managed by an underwriting group led by
Cowen & Co. and SoundView Financial Group, Inc. The net proceeds to the Company
of the public stock offering were used to fund the acquisition of Bit 3 (see
Recent Acquisition below), to repay long-term debt, and the balance will be used
for general working capital requirements.
RECENT ACQUISITION
On November 18, 1996, the Company completed the purchase of Bit 3. Bit 3 is a
Minneapolis-based manufacturer of computer networking and interconnection
hardware for many of the most widely used computer architecture standards in the
standard bus embedded computer market. Under the terms of the purchase
agreement dated October 8, 1996 (the "Acquisition Agreement") among the Company
and the two shareholders of Bit 3 (the "Sellers"), the Company acquired all of
the outstanding capital stock of Bit 3 for a total purchase price of $24.0
million paid or to be paid from proceeds from the public stock offering and cash
flow from the Company's operations. Of this total purchase price, $20.0 million
was paid to the sellers in cash upon the closing of the offering. Of the
balance of $4.0 million, $1.0 million was paid to the Sellers on July 1, 1997
and $3.0 million will be paid to the sellers on July 1, 1998, pursuant to
secured promissory notes according to the terms of the Acquisition Agreement.
The financial results of Bit 3 have been included in the Company's Consolidated
Financial Statements from November 18, 1996. In connection with the acquisition
of Bit 3, the Company recorded an $11.0 million earnings charge in the quarter
ended December 31, 1996, based on an assessment by the Company, in conjunction
with an independent valuation firm, of purchased technology of Bit 3. The
assessment determined that $11.0 million of Bit 3's purchase price represented
technology that does not meet the accounting definitions of "completed
technology," and thus should be charged to earnings under generally accepted
accounting principles. In addition, as a result of the acquisition, the Company
recorded $10.0 million of goodwill which is being amortized over a ten year
period.
Page 9
<PAGE>
SBS TECHNOLOGIES INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEPTEMBER 30, 1997
(Continued)
- --------------------------------------------------------------------------------
Had the acquisition taken place on July 1, 1996, revenues, net loss and net loss
per common and common equivalent share for the quarter ended September 30, 1996
would have been approximately $15.1 million, $(4.3) million, and $(.88),
respectively. The proforma information is presented for informational purposes
only and is not necessarily indicative of the results of operations that
actually would have been achieved had the acquisition been consummated as of
that time, nor is it intended to be a projection of future results.
RESULTS OF OPERATIONS
SALES. For the three month period ended September 30, 1997, sales increased
45.3%, or $5.1 million, from $11.3 million for the three month period ended
September 30, 1996, to $16.4 million. Of this 45.3% increase, sales contributed
by Bit 3, which was acquired on November 18, 1996, comprised 34.0% of this
increase, and 14.3% of this increase was attributable to the Company's other
product lines, offset by 3.0% due to the sale of the Company's Judgmental Use of
Force business on June 26, 1997. During the three month period ended September
30, 1997, prices for the Company's products remained firm and unit shipments
increased in all product lines, with the exception of the Company's CPU product
line which was consistent with the first quarter of fiscal 1997.
GROSS PROFIT. For the three month period ended September 30, 1997, gross profit
increased 55.6%, or $3.3 million, from $6.0 million for the three month period
ended September 30, 1996, to $9.3 million, due to the effect of the higher sales
volume and the acquisition of Bit 3. For the three month period ended September
30, 1997, gross profit as a percentage of sales increased to 57.2% from 53.4%
for three month period ended September 30, 1996, resulting from the acquisition
of Bit 3, a favorable sales mix, increased sales volume over fixed costs,
material cost improvements, a reduction in commissionable sales due to the
movement from an independent sales force to a direct sales force, and the sale
of our low margin Judgmental Use of Force business.
SELLING, GENERAL AND ADMINISTRATION EXPENSE. For the three month period ended
September 30, 1997, selling, general and administration (SG&A) expense increased
29.3%, or $783,000, from $2.7 million, for the three month period ended
September 30, 1996, to $3.5 million, resulting primarily from the acquisition of
Bit 3, additional salaried sales personnel, as well as other additional staffing
and promotional costs. For the three month period ended September 30, 1997,
SG&A expense as a percentage of sales decreased to 21.1%, from 23.7% in the
three month period ended September 30, 1996, as increased sales volume more than
offset the increase in actual expenditures.
RESEARCH AND DEVELOPMENT EXPENSE. For the three month period ended September
30, 1997, research and development expense (R&D) increased 172.2%, or $1.1
million, from $655,000 for the three month period ended September 30, 1996 to
$1.8 million, largely because of the added expenditures resulting from the
Company's acquisition of Bit 3 as well as increases in expenditures in the
Company's other product areas as the Company continued to invest in new
products. For the same reason, for the three month period ended September 30,
1997, R&D expense as a percentage of sales increased to 10.9%, from 5.8% in the
three month period ended September 30, 1996.
AMORTIZATION OF INTANGIBLE ASSETS. For the three month period ended September
30, 1997, amortization of intangible assets increased 105.0%, or $230,000 from
$219,000 for the three month period ended September 30, 1996, to $450,000. This
increase was the result of the amortization of goodwill associated with the
acquisition of Bit 3.
Page 10
<PAGE>
SBS TECHNOLOGIES INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEPTEMBER 30, 1997
(Continued)
- --------------------------------------------------------------------------------
INTEREST INCOME. For the three month period ended September 30, 1997, interest
income increased $270,000 from $15,000, for the three month period ended
September 30, 1996, to $285,000. This increase is due to earnings on surplus
cash from operations as well as earnings on cash received, above the Company's
immediate requirements, from the public stock offering consummated on November
18, 1996.
INTEREST EXPENSE. For the three month period ended September 30, 1997, interest
expense decreased 71.6%, or $117,000, from $164,000 for the three month period
ended September 30, 1996, to $47,000. This decrease is attributable to the
reduction of debt incurred primarily to finance the acquisition of GreenSpring
Computers, Inc. in April 1995, and the elimination of all bank debt, effective
November 22, 1996, by application of some of the proceeds of the public stock
offering. The $47,000 of interest expense for the quarter ended September 30,
1997 represents imputed interest associated with the remaining notes payable to
the former owners of Bit 3.
INCOME TAXES. For the three month period ended September 30, 1997 and the
three month period ended September 30, 1996, income taxes represent an effective
income tax rate of 40.5% and 40.0%, respectively. The increase in the effective
income tax rate is primarily due to an increase in the federal tax rate
associated with an increase in the Company's estimated taxable income.
LIQUIDITY AND CAPITAL RESOURCES
The Company uses a combination of the sale of equity securities, internally
generated funds, and bank borrowings to finance its acquisitions, working
capital requirements, capital expenses, and operations.
Cash totaled $22.5 million at September 30, 1997, an increase of $860,000 from
June 30, 1997. This increase is a result of cash flow provided by operations of
$2.0 million, offset by purchases of property and equipment of $762,000 and
payments to the former owners of Bit 3, in conjunction with the acquisition, of
$1.0 million. Additionally, $565,000 was received from exercise of stock
options and warrants. Increases in sales volume and demand for semiconductor
parts during the three month period ended September 30, 1997 caused the Company
to increase accounts receivable and inventories. Liabilities were in line with
the current level of business.
On April 26, 1996 and November 15, 1996, the Company amended its bank financing
agreement with NationsBank of Texas, N.A. ("NationsBank"), originally entered
into in April 1995, to provide the Company with a $6.8 million term loan and a
$2.5 million revolving line of credit. The term loan was completely paid down
in November, 1996 with a portion of the proceeds from the public stock offering.
For the entire three month period ended September 30, 1997, there were no
borrowings drawn on the revolving line of credit. At September 30, 1997, the
Company was in compliance with all of the covenants of the amended financing
agreement. The revolving line of credit expired on October 30, 1997.
Management is currently negotiating a renewal of this facility.
Management believes that financial resources, including its internally generated
funds, bank borrowing facilities currently being negotiated, and the remaining
net proceeds from the public offering, will be sufficient to finance the
Company's current operations and capital expenditures, excluding acquisitions,
for the next twelve months.
For the three month period ended September 30, 1997, there has been no impact
from inflation or changing prices on the Company's sales or income from
operations.
Page 11
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults by the Company upon its Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits (exhibit reference numbers refer to Item 601 of
Regulation S-K)
03.i (1) Articles of Incorporation, as amended.
03.ii (1) Bylaws, as amended.
04.i Rights Agreement dated as of September 15,
1997 between SBS Technologies, Inc. and
First Security Bank, National Association,
as Rights Agent, which includes the form of
Right Certificate as Exhibit A and the
Summary of Rights to Purchase Common Shares
as Exhibit B. (1)
27. Financial Data Schedule
(b) Reports on Form 8-K - On September 23, 1997, the Company filed
Form 8-K, relating to the adoption of a Rights Agreement
between the Company and First Security Bank, National
Association, as Rights Agent, under which the Board of
Directors declared a dividend of common stock purchase rights
to shareholders of record as of the close of business on
October 10, 1997.
(1) See Exhibit Index on Page 14
Page 12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SBS TECHNOLOGIES, INC.
Date: November 13, 1997 /s/ Christopher J. Amenson
President and Chief Executive Officer
Date: November 13, 1997 /s/ James E. Dixon, Jr.
Vice President of Finance & Administration
Page 13
<PAGE>
SBS TECHNOLOGIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit Number Description Method of Filing
- -------------- ----------- ----------------
03.i (1) Articles of Incorporation, as amended. - -
03.ii (1) Bylaws, as amended. - -
04.i Rights Agreement dated as of September 15,
1997 between SBS Technologies, Inc. and
First Security Bank, National Association,
as Rights Agent, which includes the form of
Right Certificate as Exhibit A and the
Summary of Rights to Purchase Common Shares
as Exhibit B.(2) - -
27. Financial Data Schedule Filed herewith
electronically
(1) Incorporated by reference to Exhibits 3.1 and 3.2, respectively, of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995.
(2) Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K filed
September 23, 1997.
Page 14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS FOUND IN
THE COMPANY'S 10-Q FOR THE YEAR-TO-DATE, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 22,522,476
<SECURITIES> 0
<RECEIVABLES> 9,872,214
<ALLOWANCES> (418,718)
<INVENTORY> 8,337,202
<CURRENT-ASSETS> 42,151,197
<PP&E> 5,398,947
<DEPRECIATION> 2,392,984
<TOTAL-ASSETS> 62,943,664
<CURRENT-LIABILITIES> 9,724,085
<BONDS> 0
0
0
<COMMON> 44,484,288
<OTHER-SE> 8,735,291
<TOTAL-LIABILITY-AND-EQUITY> 62,943,664
<SALES> 16,362,509
<TOTAL-REVENUES> 16,362,509
<CGS> 6,999,721
<TOTAL-COSTS> 12,689,152
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 130,853
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