-----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, SKH7tafAR9vRs+pHVrkEP3opUSZLkThQk4WWUiybOVsLao0DP5GPd5jAViHYfTIf j2Gu9bLsNZbks4CMJNcF7g== 0001157523-03-002097.txt : 20030521 0001157523-03-002097.hdr.sgml : 20030521 20030521112734 ACCESSION NUMBER: 0001157523-03-002097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030430 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030521 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: 03713925 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 a4401123.txt SBE 8-K 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): April 30, 2003 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 9. REGULATION FD DISCLOSURE Item 12. Results of Operations and Financial Condition. On May 21, 2003, SBE, Inc. announced its results of operations for the three and six months ended April 30, 2003. 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 Second Quarter 2003 Earnings Release. 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: May 21, 2003 By: /s/ David W. Brunton ---------------------------- David W. Brunton Chief Financial Officer and Vice President, Finance EX-99 3 a4401123_ex991.txt SBE EXHIBIT 99.1 Exhibit 99.1 SBE, Inc. Announces Second Quarter 2003 Results; Third Consecutive Quarterly Profit SAN RAMON, Calif.--(BUSINESS WIRE)--May 21, 2003--SBE, Inc. (Nasdaq:SBEI), a leading supplier of high performance OEM network connectivity solutions, today reported results for the three-month and six-month periods ended April 30, 2003. Net sales for the second quarter of 2003 were $1.8 million, compared with $1.7 million for the second quarter ended April 30, 2002. Net income for the second quarter of 2003 was $51,000, or $0.01 per share (basic and diluted), compared to a net loss for the second quarter of 2002 of $961,000, or $0.28 per share (basic and diluted). Net sales for the six months ended April 30, 2003 were $3.6 million, compared with $3.0 million for the same period last year. Net income was $143,000, or $0.04 per share (basic and diluted), for the six months ended April 30, 2003 compared to a net loss of $2.2 million, or $0.63 per share (basic and diluted), for the first six months of fiscal 2002. Our gross margin for the second quarter of 2003 was 62% compared to 53% for the same quarter in 2002. Our gross margin for the six months ended April 30, 2003 was 61%, compared to 54% reported for the same period of 2002. In both cases, the increase in gross margin was primarily due to more favorable component and manufacturing pricing in addition to a more favorable product mix. We closed the quarter with $1.7 million in cash and cash equivalents and $3.3 million in working capital (current assets less current liabilities), a slight increase from $1.6 million in cash and cash equivalents and $3.0 million in working capital at October 31, 2002. Total operating expenses decreased 43 percent in the second quarter of 2003 to $1.1 million compared to $1.9 million in the same quarter of 2002, primarily as a result of reductions of our headcount, real estate obligations and certain non-essential spending as we continued to focus on cost containment and cash preservation. Total operating expenses for the six months ended April 30, 2003 were $2.1 million compared to $3.8 million in the same period one year ago. "In this tight market, we're proud to have achieved a third consecutive quarter of profitability," said William B. Heye, president and CEO. "Our mix of sales is producing good margins and our operating expenses remain under control. We're doing well in new design activity and had two significant design wins in the second quarter. One of these is for a new generation of FAA communication systems and the other is for an SS7 application in a carrier-based network. We are also pleased with our progress in diversifying our customer base. We sold and shipped product to 26 new customers in the past six months. While many of these customers are in the early stage of their programs, we enter the third quarter with an order backlog of $900,000 and a promising array of new accounts," Heye concluded. Business Outlook The following statements are based on current expectations. These statements are forward-looking, and actual results may differ materially. See the cautionary statement at the end of this press release for a summary of the risks associated with forward-looking statements and where to find more information on such risks. "Assuming current market conditions continue, we expect our sales and operating results for the quarter ending July 31, 2003 to be similar to the second quarter. For the longer term, we are dependent on renewed spending by businesses on data and telecommunications products. We remain committed to taking the actions necessary to remain profitable in the near term while positioning for long-term growth," Heye said. Conference Call Information SBE's second quarter conference call will be held Thursday, May 22, 2003 at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time. To access the call please dial 800/603-7874 and enter access code number 262689 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 262689. The replay can also be accessed via the company web site at www.sbei.com. About SBE SBE provides high performance, standards-based products for a wide range of applied computing applications. Our broad offering of WAN and LAN adapters along with our HighWire family of communication controllers enable the delivery of cost-effective network connectivity interfaces across the full range of next generation networking systems. This news release contains certain forward-looking statements that involve risks and uncertainties, including statements about management's current estimates regarding net sales, gross margins and operating costs for the remainder of 2003, 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. SBE, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS for the three and six months ended April 30, 2003 and 2002 (In thousands, except per share amounts) (Unaudited) Three months ended Six months ended April 30, April 30, 2003 2002 2003 2002 --------- --------- --------- --------- Net sales $1,767 $1,724 $3,628 $3,007 Cost of sales 679 810 1,412 1,397 --------- --------- --------- --------- Gross profit 1,088 914 2,216 1,610 Product research and development 294 771 579 1,565 Sales and marketing 336 569 643 1,109 General and administrative 437 543 878 1,134 --------- --------- --------- --------- Total operating expenses 1,067 1,883 2,100 3,808 --------- --------- --------- --------- Operating income (loss) 21 (969) 116 (2,198) Interest and other income 8 8 9 20 --------- --------- --------- --------- Income (loss) before income taxes $29 $(961) $125 $(2,178) Income tax benefit (22) -- (18) -- --------- --------- --------- --------- Net income (loss) $51 $(961) $143 $(2,178) ========= ========= ========= ========= Basic income (loss) per share $0.01 $(0.28) $0.04 $(0.63) ========= ========= ========= ========= Diluted income (loss) per share $0.01 $(0.28) $0.04 $(0.63) ========= ========= ========= ========= Basic -- shares used in per share computations 4,085 3,467 4,071 3,462 ========= ========= ========= ========= Diluted -- shares used in per share computations 4,085 3,467 4,072 3,462 ========= ========= ========= ========= SBE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) April 30, October 31, 2003 2002 ----------- ----------- Current assets: Cash and cash equivalents $1,655 $1,582 Trade accounts receivable, net 868 888 Inventories, net 1,666 1,910 Other 199 220 ----------- ----------- Total current assets 4,388 4,600 Property, plant and equipment, net 371 533 Capitalized software costs, net 103 110 Other 78 78 ----------- ----------- Total assets $4,940 $5,321 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Trade accounts payable $151 $488 Other accrued expenses 453 690 Current portion of refundable deposit 447 447 ----------- ----------- Total current liabilities 1,051 1,625 Total liabilities 1,051 1,625 ----------- ----------- Commitments Stockholders' equity: Common stock 14,737 14,711 Treasury stock (409) (409) Note receivable from stockholder (245) (270) Accumulated deficit (10,194) (10,336) ----------- ----------- Total stockholders' equity 3,889 3,696 ----------- ----------- Total liabilities and stockholders' equity $4,940 $5,321 =========== =========== CONTACT: SBE, Inc. David W. Brunton, 925/355-7700 davidb@sbei.com -----END PRIVACY-ENHANCED MESSAGE-----