##### Table of Contents



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 March 31, 2001

__    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
(State or other jurisdiction of
incorporation or organization) |  | 85-0359415
(IRS Employer Identification Number)

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 April 30, 2001, the Registrant had 14,235,518 shares of its common stock outstanding.





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TABLE OF CONTENTS



|                                                                                                            |                                                                  |  |  |  |  |  |  | 
|----------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION                                                                             
|Item 1  Condensed Financial Statements                                                                    
|                                                                                                            | Consolidated Balance Sheets                                     
|                                                                                                            | Consolidated Statements of Operations                           
|                                                                                                            | Consolidated Statement of Changes in Stockholders Equity       
|                                                                                                            | Consolidated Statements of Cash Flows                           
|                                                                                                            | Notes to Condensed Consolidated Financial Statements (Unaudited)
|Item 2  Managements Discussion and Analysis of Consolidated Financial Condition and Results of Operations
|Item 3  Quantitative and Qualitative Disclosures about Market Risk                                        
|PART II OTHER INFORMATION                                                                                 
|SIGNATURES                                                                                                 
|EXHIBIT INDEX                                                                                              
|EX-4.(C) Form of Certificate Evidencing Stock                                                              
|EX-10.(B)(A) Lease with Rosa Point II, LLC 2/15/01                                                         
|EX-10.(B)(B) Terms of Employment - G. Rance                                                                
|EX-10.(B)(C) Empl. Agmt. & Addendum - C. Amenson                                                           
|EX-10.(B)(D) Third Modification of Credit Agmt.                                                            



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##### Table of Contents



SBS Technologies, Inc. and Subsidiaries
Form 10-Q for the Quarter Ended March 31, 2001
Table of Contents

|                               |                                                                                                             |      |    |    |  |   | 
|------------------------------ | ----------------------------------------------------------------------------------------------------------- | ---- | -- | -- |  | - | 
|PART I  FINANCIAL INFORMATION |                                                                                                             | Page
|                              
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|                               | Item 1  Condensed Financial Statements                                                                    
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|                               | Consolidated Balance Sheets at March 31, 2001 and June 30, 2000                                             |      |    |    |  | 2 | 
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|                               | Consolidated Statements of Operations, Nine and
Three Months Ended March 31, 2001 and 2000                  |      |    |    |  | 3 | 
|                              
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|                               | Consolidated Statement of Changes in Stockholders Equity,
Nine Months Ended March 31, 2001                 |      |    |    |  | 4 | 
|                              
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|                               | Consolidated Statements of Cash Flows,
Nine Months Ended March 31, 2001 and 2000                            |      |    |    |  | 5 | 
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|                               | Notes to Condensed Consolidated Financial Statements
as of March 31, 2001                                   |      |    |    |  | 7 | 
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|                               | Item 2  Managements Discussion and Analysis of Consolidated Financial
Condition and Results of Operations |      |    | 11 | 
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|                               | Item 3  Quantitative and Qualitative Disclosures about Market Risk                                         |      |    | 17 | 
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|PART II  OTHER INFORMATION    |                                                                                                             |      | 19 |   
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|SIGNATURES                     |                                                                                                             |      | 20 |   
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|EXHIBIT INDEX                  |                                                                                                             |      | 21 |   





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##### Table of Contents












SBS Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)

---



|                                     |                                                                                                                                                                            |                                      |                                            |               |             |  |            |            |             |  | 
|------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ------------------------------------------ | ------------- | ----------- |  | ---------- | ---------- | ----------- |  | 
|Assets                               |                                                                                                                                                                            | March 31, 2001                       |                                            | June 30, 2000
|                                     |                                                                                                                                                                            |                                      |                                            |               |             |  |           
|Current assets:                     
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                            | Cash and cash equivalents            | $                                          | 2,562,396     |             |  |            | 3,595,078  |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                            | Receivables, net (note 2)            |                                            | 32,763,938    |             |  |            | 29,164,257 |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                            | Inventories (note 3)                 |                                            | 48,063,345    |             |  |            | 30,492,779 |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                            | Deferred income taxes                |                                            | 4,987,666     |             |  |            | 5,185,853  |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                            | Income tax receivable                |                                            | 1,774,583     |             |  |            | 1,022,215  |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                            | Prepaid expenses                     |                                            | 1,196,410     |             |  |            | 856,399    |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                            | Other current assets                 |                                            | 65,971        |             |  |            | 431,776    |            
|                                     |                                                                                                                                                                            |                                      |                                            |               |             |  |            |           
|                                     |                                                                                                                                                                            |                                      | Total current assets                       |               | 91,414,309  |  |            |            | 70,748,357  | 
|                                     |                                                                                                                                                                            |                                      |                                            |               |             |  |            |           
|Property and equipment, net          |                                                                                                                                                                            |                                      | 10,229,640                                 |               |             |  | 7,320,222  |           
|                                    
|                                    
|                                    
|                                    
|Intangible assets, net               |                                                                                                                                                                            |                                      | 47,689,492                                 |               |             |  | 54,961,154 |           
|                                    
|                                    
|                                    
|                                    
|Other assets                         |                                                                                                                                                                            |                                      | 617,413                                    |               |             |  | 130,524    |           
|                                     |                                                                                                                                                                            |                                      |                                            |               |             |  |            |           
|                                     |                                                                                                                                                                            |                                      | Total assets                               | $             | 149,950,854 |  |            |            | 133,160,257 | 
|                                     |                                                                                                                                                                            |                                      |                                            |               |             |  |            |           
|Liabilities and Stockholders Equity
|                                    
|                                    
|                                    
|                                    
|Current liabilities:                 |                                                                                                                                                                            |                                      |                                            |               |             |  |           
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                            | Notes payable                        | $                                          | 9,500,000     |             |  |            | 20,000,000 |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                            | Accounts payable                     |                                            | 6,480,226     |             |  |            | 5,556,479  |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                            | Accrued representative commissions   |                                            | 695,717       |             |  |            | 652,397    |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                            | Accrued salaries                     |                                            | 3,007,777     |             |  |            | 3,171,690  |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                            | Accrued compensated absences         |                                            | 1,354,440     |             |  |            | 1,229,307  |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                            | Other current liabilities            |                                            | 2,458,723     |             |  |            | 2,603,812  |            
|                                     |                                                                                                                                                                            |                                      |                                            |               |             |  |            |           
|                                     |                                                                                                                                                                            |                                      | Total current liabilities                  |               | 23,496,883  |  |            |            | 33,213,685  | 
|                                     |                                                                                                                                                                            |                                      |                                            |               |             |  |            |           
|Deferred income taxes                |                                                                                                                                                                            |                                      | 434,017                                    |               |             |  | 932,809    |           
|                                     |                                                                                                                                                                            |                                      |                                            |               |             |  |            |           
|                                     |                                                                                                                                                                            |                                      | Total liabilities                          |               | 23,930,900  |  |            |            | 34,146,494  | 
|                                     |                                                                                                                                                                            |                                      |                                            |               |             |  |            |           
|Stockholders equity:               
|                                    
|                                    
|                                    
|                                    
|                                     | Common stock, no par value; 200,000,000 shares authorized,
    14,162,026 issued and outstanding at March 31, 2001,
    13,302,144 issued and outstanding at June 30, 2000 |                                      |                                            | 80,687,944    |             |  |            | 65,384,516 |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                            | Unearned compensation                |                                            | (499,219      | )           |  |            |           |            
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                            | Accumulated other comprehensive loss |                                            | (5,414,006    | )           |  |            | (3,967,584 | )          
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                                                                                            | Retained earnings                    |                                            | 51,245,235    |             |  |            | 37,596,831 |            
|                                     |                                                                                                                                                                            |                                      |                                            |               |             |  |            |           
|                                     |                                                                                                                                                                            |                                      | Total stockholders equity                 |               | 126,019,954 |  |            |            | 99,013,763  | 
|                                     |                                                                                                                                                                            |                                      |                                            |               |             |  |            |           
|                                     |                                                                                                                                                                            |                                      | Total liabilities and stockholders equity | $             | 149,950,854 |  |            |            | 133,160,257 | 
|                                     |                                                                                                                                                                            |                                      |                                            |               |             |  |            |           

See accompanying notes to condensed consolidated financial statements

Page 2



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##### Table of Contents






SBS Technologies, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)

---



|                                                   |                  |   |                            |            |                             |  |            |            |      |  |            |            |  |  |            |            | 
|-------------------------------------------------- | ---------------- | - | -------------------------- | ---------- | --------------------------- |  | ---------- | ---------- | ---- |  | ---------- | ---------- |  |  | ---------- | ---------- | 
|                                                   |                  |   | Nine Months Ended March 31 |            | Three Months Ended March 31
|                                                   |                  |   |                            |            |                            
|                                                   |                  |   | 2001                       |            | 2000                        |  | 2001       |            | 2000
|                                                   |                  |   |                            |            |                             |  |            |            |     
|Sales                                              |                  | $ | 141,284,944                |            |                             |  | 90,341,358 |            |      |  | 48,490,181 |            |  |  | 29,888,637 |           
|                                                  
|                                                  
|                                                  
|                                                  
|Cost of sales                                      |                  |   | 74,171,601                 |            |                             |  | 42,064,813 |            |      |  | 25,862,695 |            |  |  | 14,314,636 |           
|                                                   |                  |   |                            |            |                             |  |            |            |      |  |            |            |  |  |            |           
|                                                   | Gross Profit     |   |                            | 67,113,343 |                             |  |            | 48,276,545 |      |  |            | 22,627,486 |  |  |            | 15,574,001 | 
|                                                  
|                                                  
|                                                  
|                                                  
|Selling, general and administrative    expense     |                  |   | 24,302,130                 |            |                             |  | 18,713,659 |            |      |  | 8,261,862  |            |  |  | 6,451,485  |           
|                                                  
|                                                  
|                                                  
|                                                  
|Research and development expense                   |                  |   | 15,004,794                 |            |                             |  | 11,241,327 |            |      |  | 5,077,567  |            |  |  | 3,703,181  |           
|                                                  
|                                                  
|                                                  
|                                                  
|Amortization of intangible assets                  |                  |   | 5,832,347                  |            |                             |  | 3,307,502  |            |      |  | 1,935,742  |            |  |  | 1,085,746  |           
|                                                   |                  |   |                            |            |                             |  |            |            |      |  |            |            |  |  |            |           
|                                                   | Operating income |   |                            | 21,974,072 |                             |  |            | 15,014,057 |      |  |            | 7,352,315  |  |  |            | 4,333,589  | 
|                                                   |                  |   |                            |            |                             |  |            |            |      |  |            |            |  |  |            |           
|Interest income (expense), net                     |                  |   | (653,017                   | )          |                             |  | 272,485    |            |      |  | (109,486   | )          |  |  | 97,698     |           
|                                                  
|                                                  
|                                                  
|                                                  
|Foreign exchange losses                            |                  |   | (140,176                   | )          |                             |  | (92,359    | )          |      |  | (76,936    | )          |  |  | (62,377    | )         
|                                                   |                  |   |                            |            |                             |  |            |            |      |  |            |            |  |  |            |           
|                                                   |                  |   | (793,193                   | )          |                             |  | 180,126    |            |      |  | (186,422   | )          |  |  | 35,321     |           
|                                                   |                  |   |                            |            |                             |  |            |            |      |  |            |            |  |  |            |           
|Income before income taxes                         |                  |   | 21,180,879                 |            |                             |  | 15,194,183 |            |      |  | 7,165,893  |            |  |  | 4,368,910  |           
|                                                  
|                                                  
|                                                  
|                                                  
|Income taxes                                       |                  |   | 7,532,475                  |            |                             |  | 5,180,170  |            |      |  | 2,792,445  |            |  |  | 1,429,877  |           
|                                                   |                  |   |                            |            |                             |  |            |            |      |  |            |            |  |  |            |           
|Net income                                         |                  | $ | 13,648,404                 |            |                             |  | 10,014,013 |            |      |  | 4,373,448  |            |  |  | 2,939,033  |           
|                                                   |                  |   |                            |            |                             |  |            |            |      |  |            |            |  |  |            |           
|Net income per common share                        |                  | $ | 0.99                       |            |                             |  | 0.82       |            |      |  | 0.31       |            |  |  | 0.23       |           
|                                                   |                  |   |                            |            |                             |  |            |            |      |  |            |            |  |  |            |           
|Net income per common share -
   assuming dilution |                  | $ | 0.90                       |            |                             |  | 0.75       |            |      |  | 0.29       |            |  |  | 0.21       |           
|                                                   |                  |   |                            |            |                             |  |            |            |      |  |            |            |  |  |            |           

See accompanying notes to condensed consolidated financial statements

Page 3



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##### Table of Contents






SBS Technologies, Inc. and Subsidiaries
Consolidated Statement of Changes in Stockholders Equity
(Unaudited)

---



|                                                                  |                                             |  |            |   |          |   |               |   |             |   |          |   |        |   |            |            |   |   |            |   |  |   |             |            |  
|----------------------------------------------------------------- | ------------------------------------------- |  | ---------- | - | -------- | - | ------------- | - | ----------- | - | -------- | - | ------ | - | ---------- | ---------- | - | - | ---------- | - |  | - | ----------- | ---------- | -
|                                                                  |                                             |  | Common     |   |          |   |               |   | Accumulated |   |          |   |        |   | Total     
|                                                                  |                                             |  | stock      |   |          |   |               |   | Other       |   |          |   |        |   | stock-    
|                                                                  |                                             |  |            |   | Unearned |   | Comprehensive |   | Retained    |   | holders'
|                                                                  |                                             |  | Shares     |   | Amount   |   | Compensation  |   | Loss        |   | Earnings |   | equity
|                                                                  |                                             |  |            |   |          |   |               |   |             |   |          |   |       
|Balance at June 30, 2000                                          |                                             |  | 13,302,144 |   |          | $ | 65,384,516    |   |             | $ |         |   |        | $ | (3,967,584 | )          |   | $ | 37,596,831 |   |  | $ | 99,013,763  |           
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Exercise of stock options and warrants                            |                                             |  | 829,882    |   |          |   | 9,514,491     |   |             |   |         |   |        |   |           |            |   |   |           |   |  |   | 9,514,491   |           
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Stock issued to officer and director
under restricted stock award |                                             |  | 30,000     |   |          |   | 506,250       |   |             |   | (506,250 | ) |        |   |           |            |   |   |           |   |  |   |            |           
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Stock-based compensation                                          |                                             |  |           |   |          |   | 21,093        |   |             |   | 7,031    |   |        |   |           |            |   |   |           |   |  |   | 28,124      |           
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Income tax benefit from stock options exercised                   |                                             |  |           |   |          |   | 5,261,594     |   |             |   |         |   |        |   |           |            |   |   |           |   |  |   | 5,261,594   |           
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Net income                                                        |                                             |  |           |   |          |   |              |   |             |   |         |   |        |   |           |            |   |   | 13,648,404 |   |  |   | 13,648,404  |           
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Other comprehensive income:                                      
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Foreign currency translation
   adjustments |  |            |  |          |   |               |  |             |   |          |  |        |   |            | (1,446,422 | ) |   |            |  |  |   |             | (1,446,422 | )
|                                                                  |                                             |  |            |   |          |   |               |   |             |   |          |   |        |   |            |            |   |   |            |   |  |   |             |           
|Balance at March 31, 2001                                         |                                             |  | 14,162,026 |   |          | $ | 80,687,944    |   |             | $ | (499,219 | ) |        | $ | (5,414,006 | )          |   | $ | 51,245,235 |   |  | $ | 126,019,954 |           
|                                                                  |                                             |  |            |   |          |   |               |   |             |   |          |   |        |   |            |            |   |   |            |   |  |   |             |           

See accompanying notes to condensed consolidated financial statements

Page 4



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##### Table of Contents






SBS Technologies, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)

---



|                                      |                                                                                   |                                                                    |                                           |             |                             |             |      |            |            |            |  
|------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------------------------ | ----------------------------------------- | ----------- | --------------------------- | ----------- | ---- | ---------- | ---------- | ---------- | -
|                                      |                                                                                   |                                                                    |                                           |             | Nine Months Ended March 31,
|                                      |                                                                                   |                                                                    |                                           |             |                            
|                                      |                                                                                   |                                                                    |                                           |             | 2001                        |             | 2000
|                                      |                                                                                   |                                                                    |                                           |             |                             |             |     
|Cash flows from operating activities:
|                                     
|                                     
|                                     
|                                     
|                                      | Net income                                                                        |                                                                    | $                                         | 13,648,404  |                             |             |      | 10,014,013 |           
|                                      |                                                                                   |                                                                    |                                           |             |                             |             |      |           
|                                      | Adjustments to reconcile net income to net
cash provided by operating activities:
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                   | Depreciation                                                       |                                           |             | 1,783,738                   |             |      |            | 1,440,347  |           
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                   | Amortization of intangible assets                                  |                                           |             | 5,832,347                   |             |      |            | 3,307,502  |           
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                   | Bad debt expense                                                   |                                           |             | 526,652                     |             |      |            | 36,557     |           
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                   | Deferred income taxes                                              |                                           |             | (366,959                    | )           |      |            | (1,007,063 | )         
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                   | Income tax benefit of stock options exercised                      |                                           |             | 5,261,594                   |             |      |            | 2,844,016  |           
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                   | Loss on disposition of assets                                      |                                           |             | 13,928                      |             |      |            | 75,375     |           
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                   | Foreign exchange losses                                            |                                           |             | 140,176                     |             |      |            | 92,359     |           
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                   | Stock-based compensation                                           |                                           |             | 28,124                      |             |      |            | 21,093     |           
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                   | Changes in assets and liabilities, net of effects of acquisitions:
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                   |                                                                    | Receivables                               |             |                             | (4,510,906  | )    |            |            | (3,497,734 | )
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                   |                                                                    | Inventories                               |             |                             | (17,885,010 | )    |            |            | (8,138,458 | )
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                   |                                                                    | Prepaids and other assets                 |             |                             | (465,665    | )    |            |            | (284,044   | )
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                   |                                                                    | Accounts payable                          |             |                             | 903,801     |      |            |            | 1,658,157  |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                   |                                                                    | Accrued representative commissions        |             |                             | 44,448      |      |            |            | 31,864     |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                   |                                                                    | Accrued salaries                          |             |                             | (130,798    | )    |            |            | (1,034,375 | )
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                   |                                                                    | Accrued compensated absences              |             |                             | 137,440     |      |            |            | (40,641    | )
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                   |                                                                    | Income taxes                              |             |                             | (715,924    | )    |            |            | (1,469,649 | )
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                   |                                                                    | Other current liabilities                 |             |                             | 35,059      |      |            |            | 254,371    |  
|                                      |                                                                                   |                                                                    |                                           |             |                             |             |      |           
|                                      |                                                                                   |                                                                    | Net adjustments                           |             |                             | (9,367,955  | )    |            |            | (5,710,323 | )
|                                      |                                                                                   |                                                                    |                                           |             |                             |             |      |           
|                                      |                                                                                   |                                                                    | Net cash provided by operating activities |             |                             | 4,280,449   |      |            |            | 4,303,690  |  
|                                      |                                                                                   |                                                                    |                                           |             |                             |             |      |           
|Cash flows from investing activities:
|                                     
|                                     
|                                     
|                                     
|                                      | Acquisition of property and equipment                                             |                                                                    |                                           | (4,768,889  | )                           |             |      | (1,478,279 | )         
|                                     
|                                     
|                                     
|                                     
|                                      | Other                                                                             |                                                                    |                                           | 396,025     |                             |             |      | 64,162     |           
|                                      |                                                                                   |                                                                    |                                           |             |                             |             |      |           
|                                      |                                                                                   |                                                                    | Net cash used by investing activities     |             |                             | (4,372,864  | )    |            |            | (1,414,117 | )
|                                      |                                                                                   |                                                                    |                                           |             |                             |             |      |           
|Cash flows from financing activities:
|                                     
|                                     
|                                     
|                                     
|                                      | Payments on notes payable to related parties                                      |                                                                    |                                           |            |                             |             |      | (1,391,216 | )         
|                                     
|                                     
|                                     
|                                     
|                                      | Payments on notes payable                                                         |                                                                    |                                           | (10,500,000 | )                           |             |      | (3,975,060 | )         
|                                     
|                                     
|                                     
|                                     
|                                      | Dividends paid to former shareholders of SciTech, Inc.                            |                                                                    |                                           |            |                             |             |      | (438,040   | )         
|                                     
|                                     
|                                     
|                                     
|                                      | Proceeds from exercise of stock options and warrants                              |                                                                    |                                           | 9,514,491   |                             |             |      | 7,266,394  |           
|                                      |                                                                                   |                                                                    |                                           |             |                             |             |      |           
|                                      |                                                                                   |                                                                    | Net cash used by financing activities     |             |                             | (985,509    | )    |            |            | 1,462,078  |  
|                                      |                                                                                   |                                                                    |                                           |             |                             |             |      |           

(Continued)

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##### Table of Contents



SBS Technologies, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Continued)

---

|                                                  |                                                                         |                           |            |                             |   |      |           |           |          |  
|------------------------------------------------- | ----------------------------------------------------------------------- | ------------------------- | ---------- | --------------------------- | - | ---- | --------- | --------- | -------- | -
|                                                  |                                                                         |                           |            | Nine Months Ended March 31,
|                                                  |                                                                         |                           |            |                            
|                                                  |                                                                         |                           |            | 2001                        |   | 2000
|                                                  |                                                                         |                           |            |                             |   |     
|Effect of exchange rate changes on cash           |                                                                         |                           | 45,242     |                             |   |      | 3,357     |          
|                                                  |                                                                         |                           |            |                             |   |      |           |          
|Net change in cash and cash equivalents           |                                                                         |                           | (1,032,682 | )                           |   |      | 4,355,008 |          
|                                                 
|                                                 
|                                                 
|                                                 
|Cash and cash equivalents at beginning of period  |                                                                         |                           | 3,595,078  |                             |   |      | 3,500,556 |          
|                                                  |                                                                         |                           |            |                             |   |      |           |          
|Cash and cash equivalents at end of period        |                                                                         | $                         | 2,562,396  |                             |   |      | 7,855,564 |          
|                                                  |                                                                         |                           |            |                             |   |      |           |          
|Supplemental disclosure of cash flow information:
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Interest paid                                                           |                           | $          | 1,293,906                   |   |      |           | 88,029    |         
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Income taxes paid                                                       |                           |            | 3,258,291                   |   |      |           | 4,886,828 |         
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Noncash financing and investing activities:                            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Summary of assets acquired and liabilities assumed through acquisition:
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                         | Cash and cash equivalents |            | $                           |  |      |           |           | 64,162   |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                         | Receivables               |            |                             |  |      |           |           | 382,065  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                         | Inventories               |            |                             |  |      |           |           | 480,191  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                         | Property and equipment    |            |                             |  |      |           |           | 80,500   |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                         | Accumulated depreciation  |            |                             |  |      |           |           | (66,481  | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                         | Note payable              |            |                             |  |      |           |           | (75,060  | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                         | Accounts payable          |            |                             |  |      |           |           | (201,061 | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                         | Accrued salaries          |            |                             |  |      |           |           | (21,524  | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                         | Common stock              |            |                             |  |      |           |           | (100     | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                         | Retained earnings         |            |                             |  |      |           |           | (642,692 | )
|                                                  |                                                                         |                           |            |                             |   |      |           |          

See accompanying notes to condensed consolidated financial statements

Page 6



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##### Table of Contents






SBS Technologies, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
March 31, 2001
(Unaudited)

---



|1) |  | Summary of Significant Accounting Policies
|-- |  | ------------------------------------------



| |  |  | The accounting policies as set forth in SBS Technologies, Inc.s (SBS)
Annual Report on Form 10-K for the year ended June 30, 2000 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 SBS considers necessary
for a fair presentation of the financial position, results of operations,
and cash flows for such interim periods. Results for such interim
periods are not necessarily indicative of results for a full year.                           
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Effective July 1, 2000, SBS adopted Statement of Financial Accounting
Standards (SFAS) 133, Accounting for Derivative Instruments and
Hedging Activities, as amended by SFAS 138. SFAS 133, as amended,
establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities. SBS did not have any outstanding
derivatives at March 31, 2001 or July 1, 2000, and as such, adoption of
SFAS 133 had no impact on SBS financial position or results of
operations for the periods ended March 31, 2001.
|
| |  |  | On August 18, 2000, SBS declared a two-for-one stock split for
stockholders of record on September 5, 2000, distributed on September 20,
2000. All references to net income per common share, net income per
common share  assuming dilution, common stock, and stockholders equity
have been restated as if the stock split occurred as of the earliest
period presented.                                                                                                                                                                                                                                     



|2) |  | Receivables, net
|-- |  | ----------------

Receivables, net consist of the following:

|                    |                                       |   |                |          |               |  |            |          |  
|------------------- | ------------------------------------- | - | -------------- | -------- | ------------- |  | ---------- | -------- | -
|                    |                                       |   | March 31, 2001 |          | June 30, 2000
|                    |                                       |   |                |          |              
|Accounts receivable |                                       | $ | 33,732,445     |          |               |  | 29,993,290 |         
|                   
|                   
|                   
|                   
|                    | Less: allowance for doubtful accounts |   |                | (968,507 | )             |  |            | (829,033 | )
|                    |                                       |   |                |          |               |  |            |         
|                    |                                       | $ | 32,763,938     |          |               |  | 29,164,257 |         
|                    |                                       |   |                |          |               |  |            |         



|3) |  | Inventories
|-- |  | -----------

Inventories consist of the following:

|                              |  |                |            |               |  |  |            | 
|----------------------------- |  | -------------- | ---------- | ------------- |  |  | ---------- | 
|                              |  | March 31, 2001 |            | June 30, 2000
|                              |  |                |            |              
|Raw materials                 |  | $              | 22,057,961 |               |  |  | 15,010,729 | 
|                             
|                             
|                             
|                             
|Work in process               |  |                | 13,767,643 |               |  |  | 8,902,019  | 
|                             
|                             
|                             
|                             
|Finished goods                |  |                | 10,165,090 |               |  |  | 5,379,699  | 
|                             
|                             
|                             
|                             
|Inventory consigned to others |  |                | 2,072,651  |               |  |  | 1,200,332  | 
|                              |  |                |            |               |  |  |            | 
|                              |  | $              | 48,063,345 |               |  |  | 30,492,779 | 
|                              |  |                |            |               |  |  |            | 



|4) |  | Earnings Per Share
|-- |  | ------------------



| |  |  | Net income per common share is based on weighted average shares
outstanding. Net income per common share  assuming dilution includes
the dilutive effects of potential common shares outstanding during the
period.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 7



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##### Table of Contents



SBS Technologies, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
March 31, 2001 (Continued)
(Unaudited)

---



| |  |  | A reconciliation of the numerator and denominator of the per share and
per share  assuming dilution calculation follows:
| |  |  | -------------------------------------------------------------------------------------------------------------------------

|                              |  |                            |            |               |  |           |            |             |  |               |      |           |  |   |            |  |  |  |            |  |  |   |      | 
|----------------------------- |  | -------------------------- | ---------- | ------------- |  | --------- | ---------- | ----------- |  | ------------- | ---- | --------- |  | - | ---------- |  |  |  | ---------- |  |  | - | ---- | 
|                              |  | Nine Months Ended March 31
|                              |  |                           
|                              |  | 2001                       |            | 2000         
|                              |  |                            |            |              
|                              |  | Income                     |            | Shares        |  | Per-Share |            | Income      |  | Shares        |      | Per-Share
|                              |  | (Numerator)                |            | (Denominator) |  | Amount    |            | (Numerator) |  | (Denominator) |      | Amount   
|                              |  |                            |            |               |  |           |            |             |  |               |      |          
|Net Income Per Common Share  
|                             
|                             
|                             
|                             
|Net Income                    |  | $                          | 13,648,404 |               |  |           | 13,776,393 |             |  | $             | 0.99 |           |  | $ | 10,014,013 |  |  |  | 12,241,656 |  |  | $ | 0.82 | 
|                              |  |                            |            |               |  |           |            |             |  |               |      |           |  |   |            |  |  |  |            |  |  |   |      | 
|Effect of Dilutive Securities
|                             
|                             
|                             
|                             
|Dilutive options and warrants |  |                            |           |               |  |           | 1,393,521  |             |  |               |      |           |  |   |           |  |  |  | 1,168,690  | 
|                              |  |                            |            |               |  |           |            |             |  |               |      |           |  |   |            |  |  |  |            | 
|Net Income Per Common Share  
|                             
|                             
|                             
|                             
| assuming dilution          
|                             
|                             
|                             
|                             
|Net Income                    |  | $                          | 13,648,404 |               |  |           | 15,169,914 |             |  | $             | 0.90 |           |  | $ | 10,014,013 |  |  |  | 13,410,346 |  |  | $ | 0.75 | 
|                              |  |                            |            |               |  |           |            |             |  |               |      |           |  |   |            |  |  |  |            |  |  |   |      | 

|                              |  |                             |           |               |  |           |            |             |  |               |      |           |  |   |           |  |  |  |            |  |  |   |      | 
|----------------------------- |  | --------------------------- | --------- | ------------- |  | --------- | ---------- | ----------- |  | ------------- | ---- | --------- |  | - | --------- |  |  |  | ---------- |  |  | - | ---- | 
|                              |  | Three Months Ended March 31
|                              |  |                            
|                              |  | 2001                        |           | 2000         
|                              |  |                             |           |              
|                              |  | Income                      |           | Shares        |  | Per-Share |            | Income      |  | Shares        |      | Per-Share
|                              |  | (Numerator)                 |           | (Denominator) |  | Amount    |            | (Numerator) |  | (Denominator) |      | Amount   
|                              |  |                             |           |               |  |           |            |             |  |               |      |          
|Net Income Per Common Share  
|                             
|                             
|                             
|                             
|Net Income                    |  | $                           | 4,373,448 |               |  |           | 14,070,858 |             |  | $             | 0.31 |           |  | $ | 2,939,033 |  |  |  | 12,773,810 |  |  | $ | 0.23 | 
|                              |  |                             |           |               |  |           |            |             |  |               |      |           |  |   |           |  |  |  |            |  |  |   |      | 
|Effect of Dilutive Securities
|                             
|                             
|                             
|                             
|Dilutive options and warrants |  |                             |          |               |  |           | 1,269,158  |             |  |               |      |           |  |   |          |  |  |  | 1,393,590  | 
|                              |  |                             |           |               |  |           |            |             |  |               |      |           |  |   |           |  |  |  |            | 
|Net Income Per Common Share  
|                             
|                             
|                             
|                             
| assuming dilution          
|                             
|                             
|                             
|                             
|Net Income                    |  | $                           | 4,373,448 |               |  |           | 15,340,016 |             |  | $             | 0.29 |           |  | $ | 2,939,033 |  |  |  | 14,167,400 |  |  | $ | 0.21 | 
|                              |  |                             |           |               |  |           |            |             |  |               |      |           |  |   |           |  |  |  |            |  |  |   |      | 



| |  |  | For the nine months ended March 31, 2001 and 2000, options to purchase
259,629 and 350,864 shares of common stock, respectively, were
outstanding but were not included in the computation of net income per
common share  assuming dilution because the options exercise price
was greater than the average market price of the common shares. For the
three months ended March 31, 2001 and 2000, options to purchase 749,697
and 8,792 shares of common stock, respectively, were outstanding but
were not included in the computation of net income per common share 
assuming dilution because the options exercise price was greater than
the average market price of the common shares.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5) |  | Comprehensive Income
|-- |  | --------------------



| |  |  | Comprehensive income for the nine and three months ended March 31,
2001, was $12.2 million and $3.1 million, respectively. Comprehensive
income for the nine and three months ended March 31, 2000 was $8.3
million and $2.1 million, respectively. The difference between
comprehensive income and net income was related to foreign currency
translation adjustments.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6) |  | Segment Financial Data
|-- |  | ----------------------



| |  |  | SBS operates internationally through three operating segments: the
Communications Group, the Computer Group, and the Aerospace Group.
These segments are based on the markets that are served and the
products that are provided to those markets, and have managers who
report directly to the chief operating decision-maker.
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 8



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##### Table of Contents



SBS Technologies, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
March 31, 2001 (Continued)
(Unaudited)

---



| |  |  | SBS measures its segments results of operations based on income before
income taxes and before allocation of corporate overhead expenses,
amortization of goodwill and intangibles from acquisitions, corporate
interest income and expense, and acquired in-process research and
development charges associated with purchase business combinations.
The accounting policies used to measure segment results of operations
are the same as those referred to in Note 1.
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                              |                             |                             |                     |  |      |   |            |   |                |  |            |   |            |  |               |       |            |  |  |  |             |   |            |   |             |   |            
|----------------------------- | --------------------------- | --------------------------- | ------------------- |  | ---- | - | ---------- | - | -------------- |  | ---------- | - | ---------- |  | ------------- | ----- | ---------- |  |  |  | ----------- | - | ---------- | - | ----------- | - | -----------
|                              |                             |                             |                     |  |      |   |            |   |                |  |            |   |            |  |               |       |            |  |  |  | Corporate  
|                              |                             |                             |                     |  |      |   |            |   | Communications |  | Computer   |   | Aerospace  |  | and un-      
|                              |                             |                             |                     |  |      |   |            |   | Group          |  | Group      |   | Group      |  | Allocated (1) | Total
|                              |                             |                             |                     |  |      |   |            |   |                |  |            |   |            |  |               |      
|                              |                             | Nine Months Ended March 31 
|                             
|                             
|                             
|                             
|Gross Sales                   |                             |                             | 2001                |  |      | $ | 75,472,899 |   |                |  | 54,162,158 |   |            |  | 18,460,529    |       |            |  |  |  |            |   |            |   | 148,095,586 |  
|                             
|                             
|                             
|                             
|Intersegment sales            |                             |                             |                     |  |      |   | (3,757,195 | ) |                |  | (2,932,147 | ) |            |  | (121,300      | )     |            |  |  |  |            |   |            |   | (6,810,642  | )
|                              |                             |                             |                     |  |      |   |            |   |                |  |            |   |            |  |               |       |            |  |  |  |             |   |            |   |             |  
|                              |                             | Sales to external customers |                     |  |      |   |            |   | 71,715,704     |  |            |   | 51,230,011 |  |               |       | 18,339,229 |  |  |  |             |   |           |   |             |   | 141,284,944
|                             
|                             
|                             
|                             
|Gross Sales                   |                             |                             | 2000                |  |      |   | 28,428,142 |   |                |  | 42,098,183 |   |            |  | 20,497,096    |       |            |  |  |  |            |   |            |   | 91,023,421  |  
|                             
|                             
|                             
|                             
|Intersegment sales            |                             |                             |                     |  |      |   | (219,405   | ) |                |  | (185,397   | ) |            |  | (277,261      | )     |            |  |  |  |            |   |            |   | (682,063    | )
|                              |                             |                             |                     |  |      |   |            |   |                |  |            |   |            |  |               |       |            |  |  |  |             |   |            |   |             |  
|                              |                             | Sales to external customers |                     |  |      |   |            |   | 28,208,737     |  |            |   | 41,912,786 |  |               |       | 20,219,835 |  |  |  |             |   |           |   |             |   | 90,341,358 
|                             
|                             
|                             
|                             
|Segment profit (Income before |                             |                             | 2001                |  |      |   | 18,226,173 |   |                |  | 9,931,934  |   |            |  | 4,923,252     |       |            |  |  |  | (11,900,480 | ) |            |   | 21,180,879  |  
|                             
|                             
|                             
|                             
|                              |                             | taxes)                      |                     |  | 2000 |   |            |   | 7,298,997      |  |            |   | 8,536,722  |  |               |       | 5,507,428  |  |  |  |             |   | (6,148,964 | ) |             |   | 15,194,183 
|                             
|                             
|                             
|                             
|                              | Three Months Ended March 31
|                             
|                             
|                             
|                             
|Gross Sales                   |                             |                             | 2001                |  |      |   | 25,705,308 |   |                |  | 19,942,688 |   |            |  | 6,367,637     |       |            |  |  |  |            |   |            |   | 52,015,633  |  
|                             
|                             
|                             
|                             
|Intersegment sales            |                             |                             |                     |  |      |   | (1,943,388 | ) |                |  | (1,471,104 | ) |            |  | (110,960      | )     |            |  |  |  |            |   |            |   | (3,525,452  | )
|                              |                             |                             |                     |  |      |   |            |   |                |  |            |   |            |  |               |       |            |  |  |  |             |   |            |   |             |  
|                              |                             | Sales to external customers |                     |  |      |   |            |   | 23,761,920     |  |            |   | 18,471,584 |  |               |       | 6,256,677  |  |  |  |             |   |           |   |             |   | 48,490,181 
|                             
|                             
|                             
|                             
|Gross Sales                   |                             |                             | 2000                |  |      |   | 11,454,247 |   |                |  | 13,259,369 |   |            |  | 5,474,177     |       |            |  |  |  |            |   |            |   | 30,187,793  |  
|                             
|                             
|                             
|                             
|Intersegment sales            |                             |                             |                     |  |      |   | (98,113    | ) |                |  | (92,929    | ) |            |  | (108,114      | )     |            |  |  |  |            |   |            |   | (299,156    | )
|                              |                             |                             |                     |  |      |   |            |   |                |  |            |   |            |  |               |       |            |  |  |  |             |   |            |   |             |  
|                              |                             | Sales to external customers |                     |  |      |   |            |   | 11,356,134     |  |            |   | 13,166,440 |  |               |       | 5,366,063  |  |  |  |             |   |           |   |             |   | 29,888,637 
|                             
|                             
|                             
|                             
|Segment profit (Income before |                             |                             | 2001                |  |      |   | 6,032,409  |   |                |  | 3,074,340  |   |            |  | 2,057,679     |       |            |  |  |  | (3,998,535  | ) |            |   | 7,165,893   |  
|                             
|                             
|                             
|                             
|                              |                             | taxes)                      |                     |  | 2000 |   |            |   | 3,352,537      |  |            |   | 2,046,548  |  |               |       | 1,124,126  |  |  |  |             |   | (2,154,301 | ) |             |   | 4,368,910  
|                             
|                             
|                             
|                             
|                              |                             |                             | Balance at March 31
|                             
|                             
|                             
|                             
|Total assets                  |                             |                             | 2001                |  |      |   | 47,617,279 |   |                |  | 31,538,047 |   |            |  | 10,352,997    |       |            |  |  |  | 60,442,531  |   |            |   | 149,950,854 |  
|                             
|                             
|                             
|                             
|                              |                             |                             | 2000                |  |      |   | 22,496,484 |   |                |  | 22,518,859 |   |            |  | 10,759,750    |       |            |  |  |  | 50,266,115  |   |            |   | 106,041,208 |  
|                              |                             |                             |                     |  |      |   |            |   |                |  |            |   |            |  |               |       |            |  |  |  |             |   |            |   |             |  



---

|(1) |  | The corporate and unallocated column includes amounts for corporate items. With regard to results of operations, corporate and unallocated
includes corporate overhead, substantially all interest expense, interest income, and amortization of goodwill and intangibles from
acquisitions. Corporate assets primarily include cash and cash equivalents, deferred and current income tax assets and intangible assets.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|7) |  | Related Party Transactions
|-- |  | --------------------------



| |  |  | Effective March 9, 2001, Grahame E. Rance was appointed to the positions
of President and Chief Executive Officer of SBS and member of the Board
of Directors. Mr. Rance succeeds Christopher J. Amenson, who remains as
Chairman of the Board of Directors of SBS. As part of his compensation
package, Mr. Rance received a $1,893,750 interest free loan from SBS,
paid in cash on April 4, 2001. Forgiveness of the loan
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 9



---



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| |  |  | will occur ratably over six annual anniversaries of Mr. Rances
employment with SBS. Additionally, Mr. Rance received a $570,000
interest free loan from SBS. This loan is secured by a second mortgage
on Mr. Rances former home and is repayable upon the sale of the home.
The loan was made in two increments, $45,000 on March 9, 2001 and
$525,000 on April 26, 2001.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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SBS Technologies, Inc. and Subsidiaries
Managements Discussion and Analysis of Consolidated
Financial Condition and Results of Operations
March 31, 2001

---

The following discussion and analysis should be read in conjunction with the
Companys Financial Statements and Notes thereto. Information discussed
herein, other than statements of historical fact, that addresses future
financial performance, activities, events or developments that SBS or
management intends, expects, projects, believes or anticipates will or may
occur in the future are forward-looking statements. These statements are based
upon certain assumptions and assessments made by management of SBS in light of
its experience and its perception of historical trends, current conditions,
expected future developments and other factors it believes to be appropriate.
The forward-looking statements included in this Form 10-Q are also subject to a
number of risks and uncertainties, including but not limited to economic,
competitive, supply and demand, governmental and technological factors
affecting SBS operations, markets, products, services, prices, and other risk
factors listed in the Companys Form 10-K for the year ended June 30, 2000.
These forward-looking statements are not guarantees of future performance, and
actual results, developments and business decisions may differ from those
expressed or implied by these forward-looking statements.

Results of Operations

Nine Months Ended March 31, 2001 Compared To Nine Months Ended March 31, 2000,

Sales.For the nine-month period ended March 31, 2001, sales increased 56.4%,
or $51.0 million, from $90.3 million for the nine-month period ended March 31,
2000, to $141.3 million. Of this 56.4% increase, sales contributed by the
acquisition of SDL on April 12, 2000 comprised 22.0%, and 34.4% was
attributable to SBS other product lines. Unit shipments increased among all
product lines within the Communications Group segment and the Computer Group
segment. The increase in sales volume within the Computer Groups computer
processor products was partially offset by the negative impact of changes in
exchange rates, as the U.S. dollar strengthened against the Deutsche mark.
Unit shipments declined within the Aerospace Group primarily due to continued
declines in the commercial satellite and military markets and in major new
aircraft development programs.

Gross Profit.For the nine-month period ended March 31, 2001, gross profit
increased 39.0%, or $18.8 million from $48.3 million for the nine-month period
ended March 31, 2000, to $67.1 million. Of this 39.0% increase, gross profit
contributed by the acquisition of SDL on April 12, 2000 comprised 20.8%, and
18.2% was
attributable to SBS other product lines. As expected, for the nine-month
period ended March 31, 2001, gross profit as a percentage of sales decreased to
47.5% from 53.4% for the nine-month period ended March 31, 2000, primarily due
to the significant sales mix change that has been occurring, as SBS continues
to transition to higher volume, lower margin OEM production orders, and becomes
less dependent on its high-margin legacy products. Based on managements
expectations of sales and sales mix for the fourth quarter of fiscal 2001 (see
Business Outlook below), gross profit as a percentage of sales is expected to
be consistent with the third quarter of fiscal 2001. For fiscal 2002 and
beyond, gross profit as a percentage of sales is expected to decrease slightly,
as SBS lower margin production and systems business continues to be a larger
portion of total sales mix. Actual results may vary.

Selling, General and Administrative Expense.For the nine-month period ended
March 31, 2001, selling, general and administrative (SG&A) expense increased
29.9%, or $5.6 million, from $18.7 million for the nine-month period ended
March 31, 2000, to $24.3 million. Of this 29.9% increase, 8.5% was due to the
acquisition of SDL on April 12, 2000, and 21.4% was primarily due to an
increase in costs commensurate with the growth of the Communications Group,
partially offset by cost reductions within the Aerospace Group, commensurate
with the Groups decline in sales volume. For the nine-month period ended
March 31, 2001, SG&A expense as a percentage of sales decreased to 17.2% from
20.7% in the nine-month period ended March 31, 2000, as the increase in sales
volume more than offset the increase in expense.

Research and Development Expense.For the nine-month period ended March 31,
2001, research and development (R&D) expense increased 33.5%, or $3.8 million,
from $11.2 million for the nine-month period ended March 31, 2000, to $15.0
million. Of this 33.5% increase, 25.7% was due to the acquisition of SDL on
April 12, 2000, and 7.8% was primarily due to increased investment in product
development within the Communications Group, commensurate with the growth of
the segment, partially offset by cost reductions within the Aerospace Group,
commensurate with the Groups decline in sales volume. For the nine-month
period ended March 31, 2001, R&D expense as a percentage of sales decreased to
10.6% from 12.4% in the nine-month period ended March 31, 2000, as the increase
in sales volume more than offset the increase in expense.

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SBS Technologies, Inc. and Subsidiaries
Managements Discussion and Analysis of Consolidated
Financial Condition and Results of Operations
March 31, 2001
(Continued)

---

Amortization of Intangible Assets.For the nine-month period ended March 31,
2001, amortization of intangible assets increased 76.3%, or $2.5 million, from
$3.3 million for the nine-month period ended March 31, 2000, to $5.8 million.
This increase was the result of the amortization of intangibles and goodwill
associated with the acquisition of SDL on April 12, 2000 and amortization of
SBS license agreement for fibre channel technology purchased in the fourth
quarter of fiscal 2000.

Interest Income (Expense), Net. For the nine-month period ended March 31,
2001, net interest expense of $653,000 consisted of interest expense associated
with borrowings used to fund the acquisition of SDL on April 12, 2000,
partially offset by interest income associated with surplus cash. For the
nine-month period ended March 31, 2000, net interest income of $272,000
consisted primarily of interest income associated with amendments to prior
years tax returns for research and experimental tax credits, and interest
income on surplus cash, partially offset by interest expense associated with
borrowings under SBS line of credit.

Foreign Exchange Gains (Losses).For the nine-month period ended March 31,
2001, the $140,000 foreign exchange loss was primarily attributable to the
change in exchange rates relating to interest payable on debt from SBS foreign
subsidiary, partially offset by a foreign exchange gain attributable to the
change in exchange rates relating to payments by SBS U.S. subsidiaries to an
SBS foreign subsidiary for commissions accrued at June 30, 2000.

Income Taxes.For the nine-month periods ended March 31, 2001 and 2000,
income taxes represented
effective income tax rates of 35.6% and 34.1%, respectively. The increase in
the effective income tax rate was primarily due to non-deductible goodwill
related to the acquisition of SDL on April 12, 2000, and an adjustment to SBS
German deferred tax assets due to a legislative change in the German tax rate
structure, which was enacted into law in the quarter ended December 31, 2000.
This increase was partially offset by a favorable ruling by the German tax
authorities allowing for the deduction of goodwill amortization for trade tax
purposes. This ruling was applied retroactively to January 1, 1999.
Management expects the effective rate for the remaining quarter in fiscal 2001
to be approximately 35.0%. Actual results may vary.

Earnings Per Share.For the nine-month period ended March 31, 2001, net income
per common share was $0.99 compared to $0.82 for the nine-month period ended
March 31, 2000. For the nine-month period ended March 31, 2001, net income
per common share-assuming dilution was $0.90 compared to $0.75 for the
nine-month period ended March 31, 2000.

Review of Business Segments

SBS is managed and operates through three operating segments: the
Communications Group, the Computer Group and the Aerospace Group.

The following is a discussion of sales to external customers and segment profit
for each reportable segment. SBS does not allocate to these segments costs
associated with its corporate headquarters, substantially all of the
amortization expense associated with acquisitions, substantially all interest
income earned on cash balances, interest expense associated with SBS borrowing
facilities and acquired in-process research and development charges. This
measure of segment profit described above is referred to in this review as
Segment Profit.

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##### Table of Contents



SBS Technologies, Inc. and Subsidiaries
Managements Discussion and Analysis of Consolidated
Financial Condition and Results of Operations
March 31, 2001
(Continued)

---

Communications Group

For the nine-month period ended March 31, 2001, Communications Group sales to
external customers increased 154.2%, or $43.5 million, from $28.2 million for
the nine-month period ended March 31, 2000 to $71.7 million. Of this 154.2%
increase, sales contributed from the acquisition of SDL on April 12, 2000
accounted for 70.5% of the increase. The balance of the increase was primarily
attributable to a 113.7% increase in sales of the Groups PowerPC based
processor products, I/O products, and high availability systems products,
resulting from growth in sales to wireless internet access, high speed router,
optical switch, wide area network monitoring, and IP routing application
customers. The Communications Group is currently experiencing the effects of a
slowdown of several of the Groups telecommunications infrastructure customers,
resulting in an approximate 1.0% decline in sales for the quarter ended March
31, 2001, as compared to the second quarter of fiscal 2001. SBS expects that
this trend will continue during the fourth quarter of fiscal 2001, resulting in
little or no sales growth compared to the quarter ended March 31, 2001. Actual
results may vary.

For the nine-month period ended March 31, 2001, Communications Group segment
profit increased 149.7%, or $10.9 million, from $7.3 million for the nine-month
period ended March 31, 2000, to $18.2 million. This increase was primarily due
to earnings contributed by the acquisition of SDL on April 12, 2000 and an
increase in sales among the Groups PowerPC products, I/O products, and high
availability systems products, partially offset by an increase in SG&A and R&D
expenses, commensurate with the growth of the segment. Segment profit as a
percentage of sales for the nine-month period ended March 31, 2001 was 25.4%,
consistent with the nine-month period ended March 31, 2000, primarily due to
the increase in SG&A and R&D expenses noted above.

Computer Group

For the nine-month period ended March 31, 2001, Computer Group sales to
external customers increased 22.2%, or $9.3 million from $41.9 million for the
nine-month period ended March 31, 2000 to $51.2 million. Sales of the Groups
general purpose I/O products, computer connectivity and expansion unit
products, and computer processor products increased 43.8%, 17.5%, and 16.6%,
respectively, primarily the result of the Groups focus on OEM production
business, as well as an increase in sales to semiconductor equipment
manufacturers, and an increase in sales to the entertainment production
equipment and defense and aerospace industries. The increase in sales volume
of the Groups computer processor products was partially offset by the
approximate $1.2 million negative impact of changes in exchange rates, as the
U.S. dollar strengthened against the Deutsche mark.

For the nine-month period ended March 31, 2001, Computer Group segment profit
increased 16.3%, or $1.4 million, from $8.5 million for the nine-month period
ended March 31, 2000 to $9.9 million. This increase was primarily due to the
gross profit contribution from the increase in sales among all of the Groups
product lines, partially offset by the amortization of the Groups license
agreement for fibre channel technology purchased in the fourth quarter of
fiscal 2000. Segment profit as a percentage of sales decreased from 20.4% for
the nine-month period ended March 31, 2000 to 19.4% for the same period in
2001, primarily due to the shift in sales mix to lower margin OEM production
orders, partially offset by SG&A and R&D cost control.

Aerospace Group

For the nine-month period ended March 31, 2001, Aerospace Group sales to
external customers decreased 9.3%, or $1.9 million, from $20.2 million for the
nine-month period ended March 31, 2000 to $18.3 million. This decrease was
primarily the result of the continued declines in the commercial satellite and
military markets served by the Group, and the decline in major new aircraft
development programs. Management expects an approximate 5% to 8% decline in
Aerospace Group sales to external customers in fiscal 2001 as compared to
fiscal 2000.

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SBS Technologies, Inc. and Subsidiaries
Managements Discussion and Analysis of Consolidated
Financial Condition and Results of Operations
March 31, 2001(Continued)

---

For the nine-month period ended March 30, 2001, Aerospace Group segment profit
decreased 10.6%, or $584,000, from $5.5 million for the nine-month period ended
March 31, 2000 to $4.9 million. This decrease was primarily due to lower sales
of the Groups telemetry and avionics interface product lines and a shift in
sales mix to lower margin products, partially offset by R&D and SG&A cost
reductions, commensurate with the decline in the Groups sales volume. Segment
profit as a percentage of sales for the nine-month period ended March 31, 2001
was 26.8%, consistent with the nine-month period ended March 31, 2000, as the decrease in gross margins as a percentage of sales was offset by the reductions
in SG&A and R&D expenses noted above.

Three Months Ended March 31, 2001 Compared To Three Months Ended March 31, 2000

Sales.For the three-month period ended March 31, 2001, sales increased
62.2%, or $18.6 million, from $29.9 million for the three-month period ended
March 31, 2000, to $48.5 million. Of this 62.2% increase, sales contributed by
the acquisition of SDL on April 12, 2000 comprised 21.0%, and 41.2% was
attributable to SBS other product lines. Unit shipments increased among all
product lines within the Communications Group segment, the Computer Group
segment, and the Aerospace Group segment. The increase in sales volume of the
Computer Groups computer processor products was partially offset by the
negative impact of changes in exchange rates, as the U.S. dollar strengthened
against the Deutsche mark.

Gross Profit.For the three-month period ended March 31, 2001, gross profit
increased 45.3%, or $7.0 million from $15.6 million for the three-month period
ended March 31, 2000, to $22.6 million. Of this 45.3% increase, gross profit
contributed by the acquisition of SDL on April 12, 2000 comprised 21.7%, and
23.6% was attributable to SBS other product lines. As expected, for the
three-month period ended March 31, 2001, gross profit as a percentage of sales
decreased to 46.7% from 52.1% for the three-month period ended March 31, 2000,
primarily due to the significant sales mix change that has been occurring, as
SBS continues to transition to higher volume, lower margin OEM production
orders, and becomes less dependent on its high-margin legacy products. Based
on managements expectations of sales and sales mix for the fourth quarter of
fiscal 2001 (see Business Outlook below), gross profit as a percentage of
sales is expected to be consistent with the third quarter of fiscal 2001. For
fiscal 2002 and beyond, gross profit as a percentage of sales is expected to
decrease slightly, as SBS lower margin production and systems business
continues to be a larger portion of total sales mix. Actual results may vary.

Selling, General and Administrative Expense.For the three-month period ended
March 31, 2001, SG&A expense increased 28.1%, or $1.8 million, from $6.5
million for the three-month period ended March 31, 2000, to $8.3 million. Of
this 28.1% increase, 8.8% was due to the acquisition of SDL on April 12, 2000,
and 19.3% was primarily due to an increase in costs commensurate with the
growth of the Communications Group, partially offset by cost reductions within
the Aerospace Group, commensurate with the year-to-date decline in the Groups
sales volume. For the three-month period ended March 31, 2001, SG&A expense as
a percentage of sales decreased to 17.0% from 21.6% in the three-month period
ended March 31, 2000, as the increase in sales volume more than offset the
increase in expense.

Research and Development Expense.For the three-month period ended March 31,
2001, R&D expense increased 37.1%, or $1.4 million, from $3.7 million for the
three-month period ended March 31, 2000, to $5.1 million. Of this 37.1%
increase, 27.3% was due to the acquisition of SDL on April 12, 2000, and 9.8%
was primarily due to increased investment in product development within the
Communications Group, commensurate with the growth of the segment, partially
offset by cost reductions within the Aerospace Group, commensurate with the
Groups year-to-date decline in sales volume. For the three-month period ended
March 31, 2001, R&D expense as a percentage of sales decreased to 10.5% from
12.4% in the three-month period ended March 31, 2000, as the increase in sales
volume more than offset the increase in expense.

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##### Table of Contents



SBS Technologies, Inc. and Subsidiaries
Managements Discussion and Analysis of Consolidated
Financial Condition and Results of Operations
March 31, 2001
(Continued)

---

Amortization of Intangible Assets.For the three-month period ended March 31,
2001, amortization of intangible assets increased 78.3%, or $850,000, from $1.1
million for the three-month period ended March 31, 2000, to $1.9 million. This
increase was the result of the amortization of intangibles and goodwill
associated with the acquisition of SDL on April 12, 2000 and amortization of
SBS license agreement for fibre channel technology purchased in the fourth
quarter of fiscal 2000.

Interest Income (Expense), Net. For the three-month period ended March 31,
2001, net interest expense of $109,000 consisted of interest expense associated
with borrowings used to fund the acquisition of SDL on April 12, 2000,
partially offset by interest income associated with surplus cash. For the
three-month period ended March 31, 2000, net interest income of $98,000
consisted primarily of interest income associated with surplus cash.

Foreign Exchange Gains (Losses).For the three-month period ended March 31,
2001, the $77,000 foreign exchange loss was primarily attributable to the
change in exchange rates relating to interest payable on debt from SBS foreign
subsidiary.

Income Taxes.For the three-month periods ended March 31, 2001 and 2000,
income taxes represented effective income tax rates of 39.0% and 32.7%,
respectively. The increase in the effective income tax rate was primarily due
to non-deductible goodwill related to the acquisition of SDL on April 12,
2000. Management expects the effective rate for the remaining quarter in fiscal 2001 to be approximately
35.0%. Actual results may vary.

Earnings Per Share.For the three-month period ended March 31, 2001, net
income per common share was $0.31 compared to $0.23 for the three-month period
ended March 31, 2000. For the three-month period ended March 31, 2001, net
income per common share-assuming dilution was $0.29 compared to $0.21 for the
three-month period ended March 31, 2000.

Review of Business Segments

SBS is managed and operates through three operating segments: the
Communications Group, the Computer Group and the Aerospace Group.

The following is a discussion of sales to external customers and segment profit
for each reportable segment. SBS does not allocate to these segments costs
associated with its corporate headquarters, substantially all of the
amortization expense associated with acquisitions, substantially all interest
income earned on cash balances, interest expense associated with SBS borrowing
facilities and acquired in-process research and development charges. This
measure of segment profit described above is referred to in this review as
Segment Profit.

Communications Group

For the three-month period ended March 31, 2001, Communications Group sales to
external customers increased 109.2%, or $12.4 million, from $11.4 million for
the three-month period ended March 31, 2000 to $23.8 million. Of this 109.2%
increase, sales contributed from the acquisition of SDL on April 12, 2000
accounted for 55.3% of the increase. The balance of the increase was primarily
attributable to a 68.4% increase in sales of the Groups PowerPC based
processor products, I/O products, and high availability systems products,
resulting from growth in sales to wireless internet access, high speed router,
optical switch, wide area network monitoring, and IP routing application
customers. The Communications Group is currently experiencing the effects of a
slowdown of several of the Groups telecommunications infrastructure customers,
resulting in an approximate 1.0% decline in sales for the quarter ended March
31, 2001, as compared to the second quarter of fiscal 2001. SBS expects that
this trend will continue during the fourth quarter of fiscal 2001, resulting in
little or no sales growth compared to the quarter ended March 31, 2001. Actual
results may vary.

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##### Table of Contents



SBS Technologies, Inc. and Subsidiaries
Managements Discussion and Analysis of Consolidated
Financial Condition and Results of Operations
March 31, 2001
(Continued)

---

For the three-month period ended March 31, 2001, Communications Group segment
profit increased 79.9%, or $2.6 million, from $3.4 million for the three-month
period ended March 31, 2000, to $6.0 million. This increase was primarily due
to earnings contributed by the acquisition of SDL on April 12, 2000 and an
increase in sales among the Groups PowerPC based processor products, I/O
products, and high availability systems products, partially offset by an
increase in SG&A and R&D expenses, commensurate with the growth of the segment.
Segment profit as a percentage of sales decreased from 29.5% for the
three-month period ended March 31, 2000 to 25.4% for the same period in 2001,
primarily due to the decrease in gross margins as a percentage of sales as the
Groups sales continued to transition to higher volume, lower margin OEM
production business.

Computer Group

For the three-month period ended March 31, 2001, Computer Group sales to
external customers increased 40.3%, or $5.3 million from $13.2 million for the
three-month period ended March 31, 2000 to $18.5 million. Sales of the Groups
general purpose I/O products, computer connectivity and expansion unit
products, and computer processor products increased 41.1%, 29.3%, and 58.7%,
respectively, primarily the result of the Groups focus on OEM production
business, as well as an increase in sales to semiconductor equipment
manufacturers, and growth in sales to the Groups industrial and defense
customers in the medical electronics, test and instrumentation, and automation
and control markets. The increase in sales volume from the Groups computer
processor products was partially offset by the approximate $250,000 negative
impact of changes in exchange rates, as the U.S. dollar strengthened against
the Deutsche mark.

For the three-month period ended March 31, 2001, Computer Group segment profit
increased 50.2%, or $1.1 million, from $2.0 million for the three-month period
ended March 31, 2000 to $3.1 million. This increase was primarily due to the
gross profit contribution from the increase in sales among all of the Groups
product lines, partially offset by amortization of the Groups license
agreement for fibre channel technology purchased in the fourth quarter of
fiscal 2000. Segment profit as a percentage of sales increased from 15.5% for
the three-month period ended March 31, 2000 to 16.6% for the same period in
2001, primarily due to SG&A and R&D expense control, partially offset by lower
gross margins resulting from the Groups focus on OEM production business.

Aerospace Group

For the three-month period ended March 31, 2001, Aerospace Group sales to
external customers increased 16.6%, or $891,000, from $5.4 million for the
three-month period ended March 31, 2000 to $6.3 million. This increase was
primarily the result of shipments of revised commercial off-the-shelf Avionics
products, and increased availability of component parts. Management expects an
approximate 5% to 8% decline in Aerospace Group sales to external customers in
fiscal 2001 as compared to fiscal 2000.

For the three-month period ended March 31, 2001, Aerospace Group segment profit
increased 83.0%, or $1.0 million, from $1.1 million for the three-month period
ended March 31, 2000 to $2.1 million. This increase was primarily due to the
increase in sales of the Groups avionics interface products and the R&D and
SG&A cost reductions, commensurate with the Groups year-to-date decline in
sales volume. Segment profit as a percentage of sales increased from 20.9% for
the three-month period ended March 31, 2000 to 32.9% for the same period in
2001, primarily due to the R&D and SG&A cost reductions.

Liquidity and Capital Resources

SBS uses a combination of the sale of equity securities, internally generated
funds and bank borrowings to finance its acquisitions, working capital
requirements, capital expenditures and operations.

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SBS Technologies, Inc. and Subsidiaries
Managements Discussion and Analysis of Consolidated
Financial Condition and Results of Operations
March 31, 2001(Continued)

---

Cash totaled $2.6 million at March 31, 2001, a decrease of $1.0 million from
June 30, 2000. This decrease was the result of $4.8 million of expenditures
for capital equipment and $10.5 million of payments on SBS line of credit,
partially offset by $4.3 million of cash flow from operations and $9.5 million
from the exercise of stock options. SBS growth during the nine-month period
ended March 31, 2001 caused an increase in accounts receivable and contributed
to an increase in inventory. Inventory also increased due to the shortage of
critical components noted below. Liabilities were in line with the current
level of business. The exercise of stock options reduced SBS tax liability.

As of March 31, 2001, borrowings drawn on SBS $30.0 million Credit Agreement
(Agreement) with Bank of America, N.A. totaled $9.5 million, and SBS was in
compliance with all of the covenants of the Agreement. Effective March 31,
2001, the Agreement was renewed, with an expiration date of December 31, 2002.
Management believes that its financial resources, including its internally
generated funds and debt capacity, will be sufficient to finance SBS current
operations and capital expenditures, excluding acquisitions, for the next
twelve months. In addition to normal capital expenditures, management expects
to incur approximately $1.4 million over the next six months with the
implementation of SBS customer relationship management system.

SBS has experienced and may continue to experience component part
shortages. In order to help prevent shortages of critical components, during
the nine-month period ended March 31, 2001, SBS built an inventory of these
components. To date, the shortages have had minimal impact on results of
operations. Currently, SBS is experiencing increased availability of these
components. However, the impact of potential future shortages cannot be
predicted with certainty.

For the nine-month period ended March 31, 2001, there was no significant impact
from inflation.

Euro Conversion

On January 1, 1999, eleven of the fifteen member countries of the European
Union adopted the euro as their common legal currency and established fixed
conversion rates between their existing sovereign currencies and the euro. The
legacy currencies of the participating European Union members will remain legal
tender in the participating countries for the transition period from January 1,
1999 to January 1, 2002. Beginning January 1, 2002, the participating
countries will issue new euro-denominated bills and coins for use in cash
transactions. Legacy currencies will no longer be legal tender for any
transactions beginning July 1, 2002, making conversion to the euro complete.
SBS is assessing its need to adapt information technology and other systems to
accommodate euro-denominated transactions, any potential impact on terms and
enforceability of legacy denominated contracts, and potential tax consequences
of currency conversion. This assessment is being conducted to determine
whether the euro conversion will have a material adverse effect on SBS
financial position, results of operations, or liquidity.

New Accounting Standards

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial
Statements. This bulletin summarizes certain of the staffs views in applying
generally accepted accounting principles to revenue recognition in financial
statements. In June 2000, the Securities and Exchange Commission issued SAB
No. 101B that delayed the implementation date of SAB No. 101 until the fourth
fiscal quarter of fiscal years beginning after December 15, 1999. SBS does not
expect the adoption of the provisions of this bulletin to have a material
effect on its financial position or results of operations.

Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in the information on this risk that was
provided in the Companys Form 10-K for the year ended June 30, 2000.

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SBS Technologies, Inc. and Subsidiaries
Managements Discussion and Analysis of Consolidated
Financial Condition and Results of Operations
March 31, 2001
(Continued)

---

Business Outlook

Consistent with SBS press release dated April 17, 2001, management expects
total sales and net income per common share  assuming dilution for fiscal 2001
to be between $185.0 million and $188.0 million, and $1.13 to $1.17,
respectively. Management expects fourth quarter sales to be between $44.0
million and $47.0 million and net income per common share  assuming dilution
to be between $0.23 and $0.27. Actual results may vary.

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##### Table of Contents






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)  |  | Restated Articles of Incorporation                                                                                                                                                                                                                                  
|         
|         
|         
|         
|03.ii (1) |  | Restated and Amended Bylaws                                                                                                                                                                                                                                         
|         
|         
|         
|         
|04.a (1)  |  | Article VI of the Restated Articles of Incorporation, as included in the
Restated Articles of Incorporation of SBS Technologies, Inc.                                                                                                                               
|         
|         
|         
|         
|04.b (1)  |  | Articles I and II of the Restated and Amended Bylaws of SBS
Technologies, Inc.                                                                                                                                                                                      
|         
|         
|         
|         
|04.c (1)  |  | Form of certificate evidencing Common Stock                                                                                                                                                                                                                         
|         
|         
|         
|         
|04.1 (1)  |  | Rights Agreement dated 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 Stock as Exhibit B.2
|         
|         
|         
|         
|10.ba (1) |  | Lease between Rosa Point II, LLC and SBS Technologies, Inc. dated
February 15, 2001                                                                                                                                                                                 
|         
|         
|         
|         
|10.bb (1) |  | Terms of employment between SBS Technologies, Inc. and Grahame E. Rance                                                                                                                                                                                             
|         
|         
|         
|         
|10.bc (1) |  | Employment agreement between SBS Technologies, Inc. and Christopher J.
Amenson, dated December 27, 2000, and Addendum to employment
agreement between SBS Technologies, Inc. and Christopher J. Amenson,
dated April 27, 2001                                       
|         
|         
|         
|         
|10.bd (1) |  | Third Modification of Credit Agreement, Promissory Note, Guaranty Agreements
and Related Loan Documents                                                                                                                                                             



| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) |  | Reports on Form 8-K  On March 19, 2001, SBS filed Forms 8-K
relating to the issuance of a news release with respect to its
expected financial results for the quarter ending March 31, 2001 and
announcing the appointment of Mr. Grahame E. Rance to replace Mr
Christopher J. Amenson as President and Chief Executive Officer
effective March 9, 2001. On April 30, 2001, SBS filed Form 8-K
relating to the public sale of up to 160,000 shares of SBS common
stock by Christopher J. Amenson, Chairman of the Board of Directors
of SBS and former President and Chief Executive Officer of SBS.



---

|(1) |  | See Exhibit Index
|--- |  | -----------------

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##### Table of Contents






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: May 11, 2001 |  | /s/ Grahame E. Rance                                                                        
|                   |  |                                                                                             
|                   |  | Chief Executive Officer
and President                                                       
|                  
|                  
|Date: May 11, 2001 |  | /s/ James E. Dixon, Jr.                                                                     
|                   |  |                                                                                             
|                   |  | Vice President,
Finance and Administration;
Chief Financial Officer, Secretary and
Treasurer

Page 20



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##### Table of Contents






SBS TECHNOLOGIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX

|               |  |             |  |                  |  |                                                                                                                                                                                                                                                                      |  |                              
|-------------- |  | ----------- |  | ---------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------
|Exhibit Number |  | Description |  | Method of Filing
|               |  |             |  |                 
|03.i  (1)      |  |             |  |                  |  | Restated Articles of Incorporation                                                                                                                                                                                                                                   |  |                             
|              
|              
|              
|              
|03.ii (2)      |  |             |  |                  |  | Restated and Amended Bylaws                                                                                                                                                                                                                                          |  |                             
|              
|              
|              
|              
|04.a (3)       |  |             |  |                  |  | Article VI of the Restated Articles of Incorporation,
as included in the Restated Articles of Incorporation
of SBS Technologies, Inc.                                                                                                                                |  |                             
|              
|              
|              
|              
|04.b (4)       |  |             |  |                  |  | Articles I and II of the Restated and Amended Bylaws of
SBS Technologies, Inc.                                                                                                                                                                                       |  |                             
|              
|              
|              
|              
|04.c           |  |             |  |                  |  | Form of certificate evidencing Common stock                                                                                                                                                                                                                          |  | filed electronically herewith
|              
|              
|              
|              
|04.1 (5)       |  |             |  |                  |  | Rights Agreement dated 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 Stock
as Exhibit B.2 |  |                             
|              
|              
|              
|              
|10.ba          |  |             |  |                  |  | Lease between Rosa Point II, LLC and SBS Technologies, Inc.,
dated February 15, 2001                                                                                                                                                                                 |  | filed electronically herewith
|              
|              
|              
|              
|10.bb          |  |             |  |                  |  | Terms of employment between SBS Technologies, Inc and Grahame E. Rance                                                                                                                                                                                               |  | filed electronically herewith
|              
|              
|              
|              
|10.bc          |  |             |  |                  |  | Employment agreement between SBS Technologies, Inc. and
Christopher J. Amenson, dated December 27, 2000 and
Addendum to employment agreement between SBS Technologies, Inc. and
Christopher J. Amenson, dated April 27, 2001                                         |  | filed electronically herewith
|              
|              
|              
|              
|10.bd          |  |             |  |                  |  | Third Modification of Credit Agreement, Promissory Note,
Guaranty Agreements and Related Loan Documents                                                                                                                                                              |  | filed electronically herewith



---

|(1) |  | Incorporated by reference to Exhibit 3.i, of the Registrants Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000. 
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Incorporated by reference to Exhibit 3.ii, of the Registrants Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000.
|   
|   
|   
|   
|(3) |  | Incorporated by reference to Exhibit 3.i, of the Registrants Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000. 
|   
|   
|   
|   
|(4) |  | Incorporated by reference to Exhibit 3.ii, of the Registrants Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000.
|   
|   
|   
|   
|(5) |  | Incorporated by reference to Exhibit 4.1 to the Registrants Form 8-K
filed September 23, 1997.                                       

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