-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JQfpJI4IJN3pfun4/nzfwzoRH0Y5sXi8JAVoQEsZSTRkiZcNl+pYTSNYDLhScIHK kKm20qzPXNokWkTaCGhVKw== 0001144204-05-026847.txt : 20050824 0001144204-05-026847.hdr.sgml : 20050824 20050824061053 ACCESSION NUMBER: 0001144204-05-026847 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050731 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20050824 DATE AS OF CHANGE: 20050824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SBE INC CENTRAL INDEX KEY: 0000087050 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 941517641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08419 FILM NUMBER: 051044779 BUSINESS ADDRESS: STREET 1: 4550 NORRIS CANYON ROAD CITY: SAN RAMON STATE: CA ZIP: 94583 BUSINESS PHONE: 5103552000 MAIL ADDRESS: STREET 1: 4550 NORRIS CANYON RD CITY: SAN RAMON STATE: CA ZIP: 94583 8-K 1 v024662.txt SECURITIES EXCHANGE AND COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2005 SBE, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 0-8419 94-1517641 (Commission File No.) (I.R.S. Employer Identification No.) 2305 CAMINO RAMON, SUITE 200 SAN RAMON, CA 94583-1369 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (925) 355-2000 ITEM 7.01. REGULATION FD DISCLOSURE ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On August 24, 2005, SBE, Inc. announced its results of operations for the three and nine months ended July 31, 2005. A copy of the related press release is being furnished as Exhibit 99.1 this Current Report on Form 8-K and incorporated by reference herein. 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. (99.1) Press release issued by SBE, Inc. EXHIBIT NUMBER EXHIBIT 99.1 SBE third quarter fiscal 2005 Earnings Release. 2 SIGNATURE 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. SBE, INC. Dated: August 24, 2005 By: /s/ David W. Brunton ----------------------------------- David W. Brunton Chief Financial Officer and Vice President, Finance 3 EX-99.1 2 v024662_ex99-1.txt Exhibit 99.1 For more information contact: David Brunton, Chief Financial Officer SBE, Inc. (925) 355-7700 davidb@sbei.com SBE, Inc. Reports Third Quarter 2005 Results SAN RAMON, CA -- August 24, 2005-- SBE, Inc. (Nasdaq: SBEI), a leading provider of high-performance IP-based networking solutions for next-generation storage and communications systems, today reported results for the three-month and nine-month periods ended July 31, 2005. During the quarter just ended, the company completed the acquisition of PyX Technologies and raised $5.2 million in a private placement financing. Following the transactions, the company had 9.9 million shares of common stock outstanding, warrants to purchase 1.2 million shares of common stock, and employee stock options exercisable for an additional 4.4 million shares of common stock. Net sales for the third quarter of 2005 were $1.7 million, compared with $2.9 million for the quarter ended July 31, 2004. The company reported a net loss for the third quarter of 2005 of $945,000, or $0.17 per share basic and diluted, compared to net income for the third quarter of 2004 of $79,000, or $0.02 basic per share and $0.01 per share diluted. Net sales for the nine months ended July 31, 2005 were $6.2 million, compared with $8.8 million for the same period last year. Net loss was $1.7 million, or $0.32 per share basic and diluted, for the nine months ended July 31, 2005 compared to net income of $660,000, or $0.13 basic and $0.11 per share diluted, for the first nine months of fiscal 2004. Business Outlook "We appreciate the confidence of the SBE stockholders in approving the PyX acquisition and private placement financing. We believe SBE is well positioned to move forward with our strategy to provide IP storage solutions along with our current embedded communications products," commented Dan Grey, President and CEO of SBE. "SBE is already beginning to gain traction with PyX's iSCSI solutions as evidenced by several recent announcements of key OEM agreements, including LSI Logic, which bundles PyX iSCSI target software in its iMegaRAID(R) SATA adapter for affordable, yet fault tolerant, IP SAN solutions," continued Grey. "SBE is pleased to partner with Texas Instruments for the development and marketing related to two new Voice over IP (VoIP) products to be released in the next quarter. We have received positive customer feedback on our VoIP designs, and believe our modularity, high port density, and low cost-per-port will allow SBE to have an impact in this market," said Grey. "It is no coincidence that SBE now delivers IP storage and IP communications. IP networking solutions address the expansion of the virtual workforce, globalization, communications traffic growth, and the need for business agility by breaking down distance barriers and enabling new ways to share information and collaborate in a global business environment. We intend to address this new global environment with dynamic hardware and software IP solutions, and expect design win activity to increase, reflecting widespread iSCSI deployment and VoIP field trials during 2006," concluded Grey. Conference Call Information SBE's third quarter conference call will be held Thursday, August 25 at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time. To access the call, please dial 800-875-9124 and enter access code number 8654963 or go to www.sbei.com approximately 10 minutes prior to the start of the call. A replay of SBE's quarterly conference call will be available for 24 hours. To access the replay, please dial 800-642-1687 and enter code number 8654963. The replay can also be accessed following the conference call via the company web site at www.sbei.com. About SBE SBE designs and provides IP-based networking solutions for an extensive range of applied computing applications. SBE delivers a portfolio of scalable, standards-based hardware and software products, including iSCSI and VoIP, designed to enable optimal performance and rapid deployment across a wide range of next generation communications and storage systems. Based in San Ramon, California, SBE is a publicly traded company (NASDAQ: SBEI) with products sold worldwide through direct sales, OEMs and system integration partners. For additional information, please visit www.sbei.com. - ### - This news release contains certain forward-looking statements that involve risks and uncertainties, including statements about management's current estimates regarding net sales for the remainder of fiscal 2005, as well as statements about new product features, market opportunity for new products, and the demand for services that may be offered by SBE's customers. Such statements are only predictions and the company's actual results may differ materially from those anticipated in these forward-looking statements. Factors that may cause such differences include, but are not limited to, risks related to the company's reliance on a small number of OEM customers, rapidly changing product requirements, the introduction of new products, market acceptance of the company's products, and reliance on strategic partners. These factors and others are more fully discussed in the documents the company files from time to time with the Securities and Exchange Commission, particularly, the company's most recent Form 10-K and Form 10-Q. SBE and the SBE logo are registered trademarks of SBE, Inc. All other brand or product names are trademarks or registered trademarks of their respective holders. - Tables Follow - SBE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS for the three and nine months ended July 31, 2005 and 2004 (In thousands, except per share amounts) (Unaudited)
Three months ended Nine months ended July 31, July 31, 2005 2004 2005 2004 ----- ---- ---- ---- Net sales $1,720 $2,899 $6,240 $ 8,846 Cost of sales 1,072 1,359 3,377 4,101 ------- ------- ------- ------- Gross profit 648 1,540 2,863 4,745 Product research and development 626 548 1,672 1,596 Sales and marketing 520 539 1,646 1,592 General and administrative 446 376 1,241 1,140 Loan loss recovery -- -- -- (239) ------- ------- -------- ------- Total operating expenses 1,592 1,463 4,559 4,089 Operating income (loss) (944) 77 (1,696) 656 Interest and other income (expense) (1) 2 (8) 4 ------- ------- -------- ------- Income (loss) before income taxes (945) 79 (1,704) 660 ------- ------- -------- ------- Net income (loss) $ (945) $ 79 $(1,704) $ 660 ======= ======= ======== ======= Basic income (loss) per share $ (0.17) $ 0.02 $ (0.32) $ 0.13 ======== ======= ======== ======= Diluted income (loss) per share $ (0.17) $ 0.01 $ (0.32) $ 0.11 ======== ======= ======== ======= Basic -- shares used in per share computations 5,477 5,078 5,276 5,000 ======== ======= ======== ======= Diluted -- shares used in per share computations 5,477 5,866 5,276 6,009 ======== ======= ======== =======
SBE, INC. CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)
July 31, October 31, 2005 2004 ---------- ----------- Current assets: Cash and cash equivalents $ 5,001 $ 1,849 Trade accounts receivable, net 1,377 1,668 Inventories 1,446 1,926 Other 252 227 ---------- ---------- Total current assets 8,076 5,670 Property, plant and equipment, net 380 427 Capitalized software costs, net 195 48 Intellectual property, net 12,183 ---------- Other 33 28 ---------- ---------- Total assets $ 20,867 $ 6,173 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 456 $ 856 Other accrued expenses 618 875 ---------- ---------- Total current liabilities 1,074 1,731 Other long-term liabilities 124 139 ---------- ---------- Total liabilities 1,198 1,870 ---------- ---------- Stockholders' equity: Common stock 35,373 15,755 Deferred compensation (2,548) -- Accumulated deficit (13,156) (11,452) ---------- ---------- Total stockholders' equity 19,669 4,303 ---------- ---------- Total liabilities and stockholders' equity $ 20,867 $ 6,173 ========== ==========
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