SBS Technologies Reports Results of Third Quarter of Fiscal Year 2006 Ended March 31, 2006.ALBUQUERQUE Albuquerque (ăl`bəkûr'kē), city (1990 pop. 384,736), seat of Bernalillo co., W central N.Mex., on the upper Rio Grande; inc. 1890. , N.M. -- SBS Technologies SBS Technologies, Inc., (Nasdaq: SBSE) founded in 1986, designed and built open architecture embedded computer products that enable original equipment manufacturers to serve the commercial, communication and government markets. SBS was headquartered in Albuquerque, New Mexico. (R) (Nasdaq: SBSE SBSE Society of Building Science Educators ), a leading designer and manufacturer of embedded Inserted into. See embedded system. computer solutions for the government, commercial, and communications infrastructure markets, today announced the results of its third quarter of fiscal year 2006 ended March 31, 2006. Highlights from SBS' financial results for the quarter include: --Sales were $39.3 million. --Bookings were $40.9 million. --Twelve design wins were reported. --Book-to-bill ratio was 1.04 to 1. --Net income was $1.0 million. --EPS was $0.06. --Gross profit as a percentage of sales was 42.4%. --Backlog at the end of the quarter was $51.8 million, compared with $49.9 million at the end of the prior quarter. --Cash was $53.2 million at the end of the quarter, unchanged from the prior quarter. --SBS remains debt-free. "Fiscal year 2006 marks our fourteenth year as a public company," said Clarence W. Peckham Coordinates: Peckham is an area of London, England, in the London Borough of Southwark, located 3.5 miles (5.7 km) south-east of Charing Cross, about one mile (1.6 km) east of Camberwell and one mile (1.6 km) west of New Cross. , CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. . "With the proposed merger of SBS See Small Business Server. and GE Fanuc which we announced on March 20, 2006, this may be our last report as an independent public company, and I'd I'd 1. Contraction of I had. 2. Contraction of I would. I'd I had or I would I'd have ~would like to thank every SBS shareholder for their support over these many years in helping us build this great company." MERGER AGREEMENT On March 19, 2006, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 19, 2006, by and among the Company, GE Fanuc, a Delaware corporation A Delaware corporation is a corporation chartered in the U.S. state of Delaware. Delaware is well known as a corporate haven, and thus, over 50% of US publicly-traded corporations and 58% of the Fortune 500 companies are incorporated in the state. , and GME GME granulomatous meningoencephalitis. GME Graduate medical education, see there , a New Mexico New Mexico, state in the SW United States. At its northwestern corner are the so-called Four Corners, where Colorado, New Mexico, Arizona, and Utah meet at right angles; New Mexico is also bordered by Oklahoma (NE), Texas (E, S), and Mexico (S). corporation and wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of GE Fanuc. At the effective time of the Merger, each issued and outstanding share of the Company's common stock, no par value (the "Shares"), other than Shares owned by the Company, GE Fanuc or GME, or by any shareholders who are entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to and who properly exercise dissenters' rights under the New Mexico Business Corporation Act, will be cancelled and converted automatically into the right to receive $16.50 in cash, without interest. Also at the effective time of the Merger, each outstanding option to purchase the Company's common stock will be terminated and cancelled and converted automatically into the right to receive a cash payment equal to the excess, if any, of $16.50 over the per share exercise price for each share issuable under such option. Each restricted stock award, to the extent the underlying shares have not been issued at the effective time, will be terminated and cancelled and converted automatically into the right to receive a cash payment equal to $16.50 for each share issuable thereunder. Consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the transactions contemplated by the Merger Agreement is subject to a number of conditions, including the approval by the holders of at least a majority of the outstanding shares of the Company's common stock, the receipt of all regulatory approvals, including the termination or expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. of 1976, as amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. , and certain other customary conditions. SBS anticipates having all required shareholder, regulatory and other approvals necessary to close the merger late in the second calendar quarter or during the third calendar quarter of 2006. SALES Sales for the third quarter were $39.3 million, an increase of 5.2% compared to $37.3 million in sales for last year's third quarter. On a sequential basis, total sales increased 5.3%, compared to $37.3 million in sales for the quarter ended December December: see month. 31, 2005. Sales for the nine months ended March 31, 2006 were $110.7 million, a decrease of 3.3% from $114.5 million for the same period of the prior fiscal year.
SALES BY SEGMENT
----------------
(dollars in millions)
---------------------
Mar. 31, % of Mar. 31, % of Dec. 31, % of
Three months ended: 2006 total 2005 total 2005 total
------------------- -------- ------ -------- ------ -------- -------
Americas Group $24.1 61% $22.9 61% $21.3 57%
Europe Group 15.2 39% 14.4 39% 16.0 43%
--------------- --------------- ----------------
Total $39.3 100% $37.3 100% $37.3 100%
=============== =============== ================
Mar. 31, % of Mar. 31, % of
Nine months ended: 2006 total 2005 total
------------------ -------- ------ -------- ------
Americas Group $67.3 61% $73.3 64%
Europe Group 43.4 39% 41.1 36%
--------------- ---------------
Total $110.7 100% $114.5 100%
=============== ===============
By segment, sales for the third quarter by the Americas A·mer·i·cas , the See America. Group were $24.1 million, an increase of 5.3%, and sales by the Europe Europe (y r`əp), 6th largest continent, c.4,000,000 sq mi (10,360,000 sq km) including adjacent islands (1992 est. pop. 512,000,000). Group were
$15.2 million, an increase of 5.0%, net of a 9.7% decline in currency
exchange rates, both compared to the third quarter of the previous
fiscal year. On a sequential basis, sales by the Americas Group
increased 13.3% and sales by the Europe Group decreased 5.2%, net of a
1.0% increase in currency exchange rates, both compared to the quarter
ended December 31, 2005. Sales for the nine months ended March 31, 2006
by the Americas Group were $67.3 million, a decrease of 8.2% and sales
by the Europe Group were $43.4 million, an increase of 5.5%, net of a
6.8% decline in currency exchange rates, both compared to the nine
months ended March 31, 2005.
SALES BY END MARKET
-------------------
(dollars in millions)
---------------------
Mar. 31, % of Mar. 31, % of Dec. 31, % of
Three months ended: 2006 total 2005 total 2005 total
------------------- -------- ------ -------- ------ -------- ------
Government $20.2 51% $17.4 47% $19.4 52%
Communications 11.0 28% 10.9 29% 10.0 27%
Commercial 8.1 21% 9.0 24% 7.9 21%
--------------- --------------- ---------------
Total $39.3 100% $37.3 100% $37.3 100%
=============== =============== ===============
Mar. 31, % of Mar. 31, % of
Nine months ended: 2006 total 2005 total
------------------ -------- ------ -------- ------
Government $54.1 49% $51.5 45%
Communications 31.7 29% 31.7 28%
Commercial 24.9 22% 31.3 27%
--------------- ---------------
Total $110.7 100% $114.5 100%
=============== ===============
By end market, for the quarter ended March 31, 2006, sales to government customers were $20.2 million, an increase of 15.9%, sales to communications customers were $11.0 million, an increase of 1.4%, and sales to commercial customers were $8.1 million, a decrease of 10.8%, all compared to the third quarter of the prior fiscal year. On a sequential basis, sales to government customers increased 3.9%, sales to communications customers increased 10.6%, and sales to commercial customers increased 2.1%, all compared to the quarter ended December 31, 2005. For the nine months ended March 31, 2006, sales to government customers were $54.1 million, an increase of 4.9%, sales to communications customers were $31.7 million, consistent with the prior year, and sales to commercial customers were $24.9 million, a decrease of 20.3%, all compared to the same period of the prior fiscal year. For the quarter ended March 31, 2006, as a percentage of total sales, sales to one communications customer, Ericsson Er·ics·son , John 1803-1889. American engineer and inventor who built the first ironclad warship, the Monitor (1862), which engaged the Confederate Merrimack in a famous naval battle of the Civil War (March 9, 1862). , represented 19% of sales, sales to one commercial customer, Applied Materials Applied Materials, Inc. NASDAQ: AMAT (HKSE: 4336 ) is the global leader in nanomanufacturing technology solutions with a broad portfolio of innovative equipment, service and software products for the fabrication of semiconductor chips, flat panel solar displays, solar , represented 6% of sales, and no other customer represented more than 5% of sales. NET INCOME Net income for the quarter ended March 31, 2006 was $1.0 million, compared to $256,000 for the same period of the prior fiscal year. For the nine months ended March 31, 2006, net income was $1.5 million compared to $3.7 million for the nine months ended March 31, 2005. Net income per common share - assuming dilution Dilution A reduction in earnings per share of common stock that occurs through the issuance of additional shares or the conversion of convertible securities. Notes: Adding to the number of shares outstanding reduces the value of holdings of existing shareholders. , for the quarter ended March 31, 2006, was $0.06, compared to $0.02 reported for the third quarter of the prior fiscal year. Net income per common share - assuming dilution, for the nine months ended March 31, 2006 was $0.10, compared to $0.23 for the same period of the prior fiscal year. GROSS PROFIT Gross profit for the quarter as a percentage of sales was 42.4%, compared to 41.5% for the third quarter of the prior fiscal year, and 43.5% for the preceding quarter of the current fiscal year. Compared to the preceding quarter, a change in our sales mix sales mix See product mix. negatively impacted gross profit as a percentage of sales due to a higher proportion of lower margin product sales. Consistent with SBS' Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended June June: see month. 30, 2005, SBS has included the amortization of intangible assets Intangible Asset An asset that is not physical in nature. Notes: Examples are things like copyrights, patents, intellectual property, and goodwill. These are the opposite of tangible assets. associated with completed technology and license agreements as a separate component of cost of sales. BACKLOG Backlog The total value of sales orders waiting to be fulfilled. Notes: This figure is used mainly in the manufacturing industry. Increases or decreases in a company's backlog indicate the future direction of sales and earnings. Company backlog as of March 31, 2006 was approximately $51.8 million compared to $45.1 million at the end of the third quarter of the prior fiscal year, and $49.9 million at the end of the preceding quarter. Bookings for the quarter were $40.9 million, resulting in a book-to-bill ratio Book-to-Bill Ratio The technology industry's demand-to-supply ratio for orders on a "firm's book" to number of orders filled. Notes: This ratio tells whether the company has more orders than it can deliver (if greater than 1), has the same amount of orders that it can of 1.04 to 1. For the nine months ended March 31, 2006, bookings of $118.3 million resulted in a book-to-bill ratio of 1.07 to 1. CASH The cash balance at March 31, 2006 was $53.2 million, consistent with the end of the prior quarter, and SBS remains debt free. DESIGN WINS During the quarter ended March 31, 2006, SBS achieved twelve design wins, bringing the total to thirty-eight for the first nine months of this fiscal year. This compares to twenty-one twenty-one: see blackjack. design wins achieved for the first nine months of the prior fiscal year. For the quarter ended March 31, 2006, by market, there were seven government, four communications and one commercial design wins. In the government and commercial markets, each reported design win represents a minimum initial purchase order of $100,000; in the communications market, each reported design win represents a minimum initial purchase order of $10,000. All design wins are forecasted to produce a minimum of $500,000 in sales annually when in production. In the government market, five of the design wins were systems for upgrades of existing platforms or for new unmanned aerial vehicle A powered, aerial vehicle that does not carry a human operator, uses aerodynamic forces to provide vehicle lift, can fly autonomously or be piloted remotely, can be expendable or recoverable, and can carry a lethal or nonlethal payload. (UAV UAV Unmanned Aerial Vehicle UAV Unmanned Air Vehicle UAV Unmanned Aerospace Vehicle UAV Unmanned Airborne Vehicle UAV Uninhabited Air Vehicle UAV Urban Assault Vehicle UAV Unpiloted Aerial Vehicle (less common) ) programs. The other two design wins were Ethernet Ethernet Telecommunications networking protocol introduced by Xerox Corp. in 1979. It was developed as an inexpensive way of sending information quickly between office machines connected together in a single room or building, but it rapidly became a standard computer and Fibre Channel solutions for existing avionics avionics (ā'vēŏn`ĭks), electronic instruments used in air or space flight; also the design and production of such instruments. Early planes had few instruments, but as aviation and aircraft became more complex, so did instrumentation. and ground-based platforms. The four communications design wins were two AdvancedMC(TM) applications, a single board computer application and an Ethernet switch A device that connects clients and servers to each other in an Ethernet network. See switched Ethernet. application. The new commercial design win was a single board computer used in a marine environment control system. NEW PRODUCTS During the quarter ended March 31, 2006, SBS released eleven new products. Seven of the new products were Rugged Chassis Pronounced "chah-see," it is a physical structure that holds everything or that everything is attached to. A computer's cabinet is often called the chassis. for military applications. In addition there was one new Intel(R) Pentium(R) M Processor for 6U CompactPCI(R) applications and two new products in new product lines. The first new product line was a network processor based application and the new product released was a Multi Service four port OC-3/STM1 AdvancedMC(TM) card. The second new product line was an Avionics Full Duplex (Computers) arranged so that the information may be transmitted in both directions simultaneously; - of communications channels between computers; contrasted with ABOUT SBS TECHNOLOGIES SBS Technologies, Inc., (Nasdaq: SBSE) founded in 1986, designs and builds a wide range of standard and customized embedded computer products. Our products include processor boards, input/output modules, networking devices, and complete computer systems. Our products are used in many industries, including telecommunications Communicating information, including data, text, pictures, voice and video over long distance. See communications. , medical electronics, industrial automation and defense. Headquartered in Albuquerque, New Mexico “Albuquerque” redirects here. For other uses, see Albuquerque (disambiguation). Albuquerque (pronounced [ˈæl.bə.kɚ.kiː], Spanish: [al.βu. , SBS maintains eight primary operating locations, has regional sales offices throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and has international sales and support offices in six countries. More information on SBS is available at www.sbs.com. This release contains a forward-looking statement forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. regarding the announcement on March 20, 2006 that SBS entered into an Agreement and Plan of Merger dated as of March 19, 2006, by and among SBS, GE Fanuc and GME. We anticipate having all required shareholder, regulatory and other approvals necessary to close the merger late in the second calendar quarter or during the third calendar quarter of 2006. Consummation of the transactions contemplated by the Merger Agreement is subject to a number of conditions, including the approval by the holders of at least a majority of the outstanding shares of the Company's common stock, the receipt of all regulatory approvals, including the termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other customary conditions. For more information, please see the Agreement and Plan of Merger attached to Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. filed by SBS on March 23, 2006 and available for review at www.sec.gov. Any other forward-looking statements contained herein are subject to the risk factors contained in our Form 10-K for the fiscal year ended June 30, 2005, available for review at www.sec.gov. Brand or product names are registered trademarks or trademarks of their respective holders.
SBS Technologies, Inc. and Subsidiaries
Consolidated Statements of Operations
Thousands (except per share amounts)
(Unaudited)
----------------------------------------------------------------------
Three months ended Nine months ended
March 31, March 31,
------------------ ------------------
2006 2005 2006 2005
-------- -------- -------- --------
Sales $ 39,274 37,334 110,696 114,464
Cost of sales:
Cost of products sold 22,369 21,465 62,817 63,544
Amortization of intangible
assets 261 362 781 1,179
-------- -------- -------- --------
Total cost of sales 22,630 21,827 63,598 64,723
-------- -------- -------- --------
Gross profit 16,644 15,507 47,098 49,741
Selling, general and
administrative expense 8,472 8,900 25,547 26,044
Research and development
expense 6,975 6,556 20,197 18,163
Amortization of intangible
assets 82 77 240 228
-------- -------- -------- --------
Operating income
(loss) 1,115 (26) 1,114 5,306
-------- -------- -------- --------
Interest and other income,
net 482 265 1,288 610
Foreign exchange gains
(losses) (36) 159 (35) (285)
-------- -------- -------- --------
446 424 1,253 325
-------- -------- -------- --------
Income before income taxes 1,561 398 2,367 5,631
Income tax expense 546 142 828 1,974
-------- -------- -------- --------
Net income $ 1,015 256 1,539 3,657
======== ======== ======== ========
Earnings per share data:
Net income per share $ 0.06 0.02 0.10 0.24
======== ======== ======== ========
Net income per share -
assuming dilution $ 0.06 0.02 0.10 0.23
======== ======== ======== ========
Weighted average shares used
in net income per share
computations 15,674 15,587 15,658 15,541
======== ======== ======== ========
Weighted average shares used
in net income per share -
assuming dilution
computations 15,823 15,763 15,742 15,732
======== ======== ======== ========
SBS Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets
Thousands (except share amounts)
(Unaudited)
----------------------------------------------------------------------
March 31, June 30,
2006 2005
--------- ---------
Assets
------
Current assets:
Cash and cash equivalents $ 53,197 55,195
Receivables, net 29,578 27,535
Inventories 26,066 21,815
Deferred income taxes 1,354 1,361
Prepaid expenses 1,549 1,676
Other current assets 1,563 718
--------- ---------
Total current assets 113,307 108,300
--------- ---------
Property and equipment, net 6,575 7,635
Goodwill 17,175 16,995
Intangible assets, net 2,163 3,108
Deferred income taxes 15,187 15,529
Other assets 898 891
--------- ---------
Total assets 155,305 152,458
========= =========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable $ 5,258 4,509
Accrued representative commissions 959 819
Income taxes payable 2,160 3,051
Accrued compensation 4,426 4,851
Other current liabilities 3,152 3,209
--------- ---------
Total current liabilities 15,955 16,439
Other long-term liabilities 187 132
--------- ---------
Total liabilities 16,142 16,571
--------- ---------
Stockholders' equity:
Common stock, no par value; 200,000,000
shares authorized; 15,723,445 issued and
outstanding at March 31, 2006, 15,645,929
issued and outstanding at June 30, 2005 100,500 98,369
Unearned compensation (899) (84)
Accumulated other comprehensive income 2,435 2,014
Retained earnings 37,127 35,588
--------- ---------
Total stockholders' equity 139,163 135,887
--------- ---------
Total liabilities and stockholders'
equity $ 155,305 152,458
========= =========
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