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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A2
AMENDMENT TO APPLICATION OR REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
SBS TECHNOLOGIES, INC.
AMENDMENT NO. 2
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The undersigned hereby amends financial statements, exhibits, or other
portions of its Current Report on Form 8-K filed December 10, 1997,
as set forth in the pages attached hereto.
Date of Report (Date of earliest event reported): November 24, 1997
New Mexico 1-10981 85-0359415
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(State of Incorporation) (Commission File No.) (IRS Employer I.D. No.)
2400 Louisiana Blvd, NE AFC Bldg 5-600 Albuquerque, New Mexico 87110
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:(505) 875-0600
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SBS TECHNOLOGIES, INC.
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INDEX
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PAGE
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Item 7. Financial Statements and Exhibits 4
Pro Forma Consolidated Balance Sheet September 30, 1997 5
Pro Forma Consolidated Statements of Operations for the year
ended June 30, 1997 and the three months ended September 30, 1997 6
Notes to Pro Forma Consolidated Statements (Unaudited) 7
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
This Item is amended to add, as Item 7(b), the following financial information:
(b) Pro Forma Financial Information
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
SBS TECHNOLOGIES, INC.
(UNAUDITED)
SBS Technologies, Inc. (the "Company") acquired, on November 24, 1997, for cash,
using a portion of the Company's cash reserves, all the outstanding stock of
Micro Alliance, Inc. ("Micro Alliance"), a company specializing in the design
and manufacture of industrial computer enclosures and systems. The unaudited
Pro Forma Consolidated Financial Statements reflect the following: (i)
adjustment for the purchase accounting and estimated fair value allocation of
the assets acquired and the obligations assumed; (ii) the use of a portion of
the Company's cash reserves to acquire Micro Alliance and the reduction of
interest income on this cash; and (iii) provision for income taxes as if Micro
Alliance had been taxed as a C corporation for the periods presented. The
unaudited Pro Forma Consolidated Balance Sheet as of September 30, 1997 was
prepared as if the transaction had occurred on that date. The unaudited Pro
Forma Statements of Operations for the 12-month period ended June 30, 1997 and
the three-month period ended September 30, 1997 were prepared as if the
transaction had occurred on July 1, 1996.
In the opinion of Company management, all adjustments necessary to present
fairly such Pro Forma Consolidated Financial Statements have been made based on
the terms and structure of the acquisition.
These unaudited Pro Forma Consolidated Financial Statements are not necessarily
indicative of what actual results would have been had the transaction occurred
at the beginning of the respective periods nor do they purport to indicate the
results of future operations of the Company.
These unaudited Pro Forma Consolidated Financial Statements should be read in
conjunction with the accompanying notes and with the financial statements of the
Company and Micro Alliance previously filed with the SEC.
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SBS TECHNOLOGIES, INC.
PRO FORMA CONSOLIDATED
BALANCE SHEET(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, 1997 PRO FORMA
SBS MICRO ALLIANCE ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS 22,522,476 342,124 (5,742,639)(1) 17,121,961
RECEIVABLES 9,453,496 864,576 10,318,072
INVENTORIES 8,337,202 519,432 8,856,634
DEFERRED INCOME TAX 1,400,000 - 1,400,000
PREPAID EXPENSES 145,647 11,028 156,675
OTHER CURRENT ASSETS 292,376 - 292,376
TOTAL CURRENT ASSETS 42,151,197 1,737,160 (5,742,639) 38,145,718
PROPERTY AND EQUIPMENT, NET 3,005,963 33,206 3,039,169
INTANGIBLE ASSETS:
PRE-ACQUISITION INTANGIBLE ASSETS, NET 13,649,482 - 13,649,482
EXCESS OF ESTIMATED COST OF ACQUISITION
OVER THE ESTIMATED FAIR VALUE OF ASSETS
ACQUIRED 4,530,000 (2) 4,530,000
INTANGIBLE ASSETS, NET 13,649,482 - 4,530,000 18,179,482
DEFERRED INCOME TAXES 4,100,000 - 4,100,000
OTHER ASSETS 37,022 6,191 43,213
TOTAL ASSETS 62,943,664 1,776,557 (1,212,639) 63,507,582
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
NOTES PAYABLE TO RELATED PARTIES 2,862,188 - 2,862,188
ACCOUNTS PAYABLE 1,964,912 372,050 2,336,962
ACCRUED REPRESENTATIVE COMMISSIONS 423,160 46,133 469,293
ACCRUED SALARIES 974,022 43,762 1,017,784
ACCRUED COMPENSATED ABSENCES 557,616 - 557,616
INCOME TAXES 1,492,034 - 1,492,034
OTHER CURRENT LIABILITIES 1,450,153 101,973 1,552,126
TOTAL CURRENT LIABILITIES 9,724,085 563,918 10,288,003
STOCKHOLDERS' EQUITY:
COMMON STOCK 44,484,288 70,200 (70,200)(3) 44,484,288
COMMON STOCK WARRANTS 82,225 - 82,225
RETAINED EARNINGS 8,653,066 1,142,439 (1,142,439)(3) 8,653,066
TOTAL STOCKHOLDERS' EQUITY 53,219,579 1,212,639 (1,212,639) 53,219,579
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 62,943,664 1,776,557 (1,212,639) 63,507,582
</TABLE>
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SBS TECHNOLOGIES, INC
PRO FORMA CONSOLIDATED
STATEMENTS OF OPERATIONS(UNAUDITED)
<TABLE>
<CAPTION>
YEAR ENDED
30-Jun-97 PROFORMA
SBS MICRO ALLIANCE ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
REVENUE 52,814,568 5,527,037 58,341,605
COST OF SALES 24,910,271 2,903,933 27,814,204
GROSS PROFIT 27,904,297 2,623,104 30,527,401
S G & A EXPENSES 10,223,374 1,360,540 11,583,914
R & D EXPENSES 4,422,152 149,196 4,571,348
ACQUIRED IN-PROCESS R & D CHARGE 11,000,000 - 11,000,000
AMORTIZATION OF INTANGIBLE ASSETS 1,504,524 - 453,000 (4) 1,957,524
OPERATING INCOME 754,247 1,113,368 (453,000) 1,414,615
INTEREST INCOME(EXPENSE) 14,438 17,806 (286,000)(5) (253,756)
INCOME BEFORE INCOME TAXES 768,685 1,131,174 (739,000) 1,160,859
INCOME TAXES 307,000 452,470 (7) (295,600)(6) 463,870
NET INCOME 461,685 678,704 (443,400) 696,989
COMMON AND COMMON EQUIVALENT SHARES 5,280,221 5,280,221
OUTSTANDING
INCOME PER COMMON AND COMMON
EQUIVALENT SHARE (8) 0.09 0.13
<CAPTION>
THREE MONTHS ENDED
30-Sep-97 PROFORMA
SBS MICRO ALLIANCE ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
REVENUE 16,362,509 1,298,196 17,660,705
COST OF SALES 6,999,721 816,195 7,815,916
GROSS PROFIT 9,362,788 482,001 9,844,789
S G & A EXPENSES 3,456,777 372,791 3,829,568
R & D EXPENSES 1,782,883 52,237 1,835,120
AMORTIZATION OF INTANGIBLE ASSETS 449,771 - 113,250 (4) 563,021
OPERATING INCOME 3,673,357 56,973 (113,250) 3,617,080
INTEREST INCOME(EXPENSE) 238,061 5,046 (71,500)(5) 171,607
INCOME BEFORE INCOME TAXES 3,911,418 62,019 (184,750) 3,788,687
INCOME TAXES 1,584,000 25,118 (7) (74,824)(6) 1,534,294
NET INCOME 2,327,418 36,901 (109,926) 2,254,393
COMMON AND COMMON EQUIVALENT SHARES
OUTSTANDING 5,970,188 5,970,188
INCOME PER COMMON AND COMMON
EQUIVALENT SHARE (8) 0.39 0.38
</TABLE>
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NOTES TO PRO FORMA CONSOLIDATED STATEMENTS (UNAUDITED)
1. Adjustment to cash consists of the following:
Purchase price plus acquisition costs (5,742,639)
2. Excess of estimated cost of acquisition over
the fair value of assets acquired:
Purchase price plus acquisition costs 5,742,639
Less Micro Alliance net assets (1,212,639)
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Goodwill 4,530,000
3. Elimination of Micro Alliance historical stockholders' equity.
4. Amortization of intangible assets for the year ended June 30, 1997 and the
three month period ended September 30, 1997 of $453,000 and $113,250
respectively. Amortization has been computed utilizing a ten year life.
5. Reduction of interest income for the year ended June 30, 1997 and the three
month period ended September 30, 1997 of $286,000 and $71,500,
respectively.
6. Change in income tax resulting from charges to income due to increased
amortization of intangible assets and reduction of interest income.
7. Micro Alliance income tax when taxed as a C Corporation at an assumed 40%
effective income tax rate for the year ended June 30, 1997 and an assumed
40.5% effective income tax rate for the period ended September 30, 1997.
8. The Company's 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.
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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: January 21, 1998 By: /s/ J.E. Dixon
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James E. Dixon, Vice President
Finance & Administration
