UNITED STATESSECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549

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FORM 10-Q

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[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2004

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file number 1-10981



SBS Technologies, Inc.



|New Mexico                                                     | 85-0359415                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. 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 (or for such shorter period that the registrant
was required to file reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [ X ]      NO [       ]

Indicate by check mark whether the Registrant is an accelerated filer (as defined in
Rule 121(b)2 of the Securities Exchange Act of 1934). YES [ X ]
      NO [       ]

The total number of shares outstanding of the registrant's Common Stock as of January 31, 2005 was 15,575,520.












SBS Technologies, Inc. and Subsidiaries
Form 10-Q for the Quarter Ended December 31, 2004

Table of Contents





|        |                                                                                                     | Page
|------- | --------------------------------------------------------------------------------------------------- | ----
|        | Forward Looking Statements                                                                          | 2   
|PART I  | FINANCIAL INFORMATION                                                                               |     
|        | Item 1 - Unaudited Condensed Financial Statements                                                   |     
|        | Consolidated Balance SheetsAs of December 31, 2004 and June 30, 2004                                | 3   
|        | Consolidated Statements of
OperationsFor the three and six months ended December 31, 2004 and
2003  | 4   
|        | Consolidated Statement of Changes in
Stockholders' EquityFor the six months ended December 31, 2004 | 5   
|        | Consolidated Statements of Cash
FlowsFor the six months ended December 31, 2004 and 2003            | 6   
|        | Notes to Condensed Consolidated Financial
StatementsAs of December 31, 2004                         | 7   
|        | Item 2 -Management's
Discussion and Analysis of Financial Condition and Results of
Operations       | 14  
|        | Item 3 -Quantitative and
Qualitative Disclosures About Market Risk                                  | 24  
|        | Item 4 -Controls and
Procedures                                                                     | 25  
|PART II | OTHER INFORMATION                                                                                   |     
|        | Item 4 -Submission of
Matters to a Vote of Security Holders                                         | 27  
|        | Item 6 -Exhibits                                                                                    | 28  
|        | SIGNATURES                                                                                          | 29  
|        | EXHIBIT INDEX                                                                                       | 30  

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FORWARD-LOOKING
STATEMENTS

This Form 10-Q contains forward-looking statements with
respect to the financial condition, results of operations, and business of SBS
Technologies, Inc. and subsidiaries (referred to variously as "SBS", "we", "us"
and "our"). You may find many of these statements by looking for words like
"intends," "expects," "projects," "believes," "anticipates" or similar
expressions in this Form 10-Q. We consider all statements regarding anticipated
or future matters, including the following, to be forward-looking
statements:

- statements about future events and our future financial
performance;
- expected sales and gross margin;
- financing plans and expectations of internally-generated
cash flows, including cash flows from employee stock option exercises;
- new product introductions;
- growth of the markets we serve;
- business strategy and competitive position;
- plans and objectives of management for future
operations;
- growth opportunities for existing products and services;
and
- benefits from new technology.

These statements are not guarantees of our future
performance. They are based upon our assumptions and assessments only on the
date we made them and in light of our experience and our perception of
historical trends, current conditions, expected future developments, and other
factors we believe to be appropriate. Our assumptions and assessments include
the volume and product mix of sales, estimates of costs, inventory and
receivable levels based on preliminary information, and others. Risks,
uncertainties, and other important factors could cause actual performance or
achievements to be materially different from those we may project. These risks,
uncertainties, and factors include:

- general business and economic conditions affecting our
customers and their end customers, including changes in the size and program
priorities of military procurement budgets, may be less favorable than we
expect, resulting in lower sales and earnings;
- a high degree of uncertainty and rapid change in the
markets addressed by our products, which may affect the timing and amount of
future sales levels or cause the market value of our inventory to decline,
resulting in reduced gross profit levels;
- customer demand for and acceptance of our products, which
may be less than we expect, which may decrease both sales and margins;
- our ability to acquire and integrate new businesses,
which may be more costly than we expect;
- our ability to design, test, and introduce new products
on a timely basis, which if not timely, may decrease both sales and
margins;
- the financial condition of our customers, which, if less
favorable than we expect, could result in reduced sales and earnings;
- changes in foreign currency exchange rates, which could
impact our financial results;
- changes in U.S. and foreign laws and regulations, which
could result in increased costs, lowered sales, or reduced earnings;
and
- the other risk factors listed under "Risk Factors"
included in SBS' Annual Report on Form 10-K for the year ended June 30,
2004.

Many of the factors that will determine these items are
beyond our ability to control or predict. We caution you not to place undue
reliance on our forward-looking statements, which speak only as of the date of
this Form 10-Q. We do not undertake any obligation to update publicly or revise
any forward-looking statements, whether as a result of new information, future
events, or otherwise.

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SBS Technologies, Inc. and Subsidiaries

                             Consolidated Balance Sheets

                           Thousands (except share amounts)

                                      (Unaudited)

`December 31,       June 30,
                                                                         2004             2004
                                                                     -------------    -------------
                           ASSETS
Current assets:
  Cash and cash equivalents....................................... $       50,531   $       47,943
  Receivables, net ...............................................         28,405           23,776
  Inventories.....................................................         29,922           26,249
  Income taxes receivable.........................................             --              983
  Deferred income taxes...........................................          1,350            1,351
  Prepaid expenses................................................          1,034            1,573
  Other current assets............................................            721              332
                                                                     -------------    -------------
    Total current assets..........................................        111,963          102,207

Property and equipment, net.......................................          7,659            7,979
Goodwill..........................................................         18,746           16,734
Intangible assets, net............................................          3,996            4,764
Deferred income taxes.............................................         13,339           13,173
Other assets......................................................            348              279
                                                                     -------------    -------------
    Total assets.................................................. $      156,051   $      145,136
                                                                     =============    =============
            LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable................................................ $        4,304   $        6,854
  Accrued representative commissions..............................            855              889
  Income taxes payable............................................          3,336               --
  Accrued compensation............................................          4,556            4,893
  Accrued severance and consolidation costs.......................            652              870
  Other current liabilities ......................................          2,827            1,986
                                                                     -------------    -------------
    Total current liabilities.....................................         16,530           15,492
Other long-term liabilities.......................................             13               17
                                                                     -------------    -------------
    Total liabilities.............................................         16,543           15,509
                                                                     -------------    -------------
Stockholders' equity:
  Common stock, no par value; 200,000,000 shares authorized;
    15,567,170 issued and outstanding at December 31, 2004,
    15,496,949 issued and outstanding at June 30, 2004............         97,514           96,601
  Unearned compensation...........................................           (209)             (29)
  Accumulated other comprehensive income..........................          7,637            1,891
  Retained earnings...............................................         34,566           31,164
                                                                     -------------    -------------
    Total stockholders' equity....................................        139,508          129,627
                                                                     -------------    -------------
    Total liabilities and stockholders' equity.................... $      156,051   $      145,136
                                                                     =============    =============`

See accompanying notes to condensed consolidated financial statements

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SBS Technologies, Inc. and Subsidiaries

              Consolidated Statements of Operations

               Thousands (except per share amounts)

                                      (Unaudited)

`Three Months Ended         Six Months Ended
                                                                  December 31,              December 31,
                                                            -----------------------   -----------------------
                                                                2004         2003         2004         2003
                                                            ----------   ----------   ----------   ----------
Sales.................................................... $    42,246  $    32,503  $    77,130  $    59,080
Cost of sales............................................      23,039       16,469       42,079       30,113
                                                            ----------   ----------   ----------   ----------
     Gross profit........................................      19,207       16,034       35,051       28,967

Selling, general and administrative expense..............       9,121        7,998       17,145       15,616
Research and development expense.........................       6,102        4,747       11,608        9,558
Employee severance and consolidation costs...............          --          276           --        2,330
Amortization of intangible assets........................         529          553          965        1,101
                                                            ----------   ----------   ----------   ----------
     Operating income....................................       3,455        2,460        5,333          362
                                                            ----------   ----------   ----------   ----------
Interest and other income, net...........................         204          104          345          446
Foreign exchange losses..................................        (342)        (207)        (444)        (282)
                                                            ----------   ----------   ----------   ----------
                                                                 (138)        (103)         (99)         164
                                                            ----------   ----------   ----------   ----------
Income before income taxes...............................       3,317        2,357        5,234          526
Income tax expense.......................................       1,161          825        1,832          184
                                                            ----------   ----------   ----------   ----------
Net income............................................... $     2,156  $     1,532  $     3,402  $       342
                                                            ==========   ==========   ==========   ==========

Earnings per share data:
 Net income per share.................................... $      0.14  $      0.10  $      0.22  $      0.02
                                                            ==========   ==========   ==========   ==========
 Net income per share - assuming dilution................ $      0.14  $      0.10  $      0.22  $      0.02
                                                            ==========   ==========   ==========   ==========`

See accompanying notes to condensed consolidated financial statements

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SBS Technologies, Inc. and Subsidiaries

               Consolidated Statement of Changes in Stockholders' Equity

                    For Six Months Ended December 31, 2004

                           Thousands (except share amounts)

                                      (Unaudited)

`Accumulated
                                                                                       other                   Total
                                                   Common Stock           Unearned     compre-                 stock-      Compre-
                                                -----------------------    compen-    hensive     Retained    holders'    hensive
                                                  Shares       Amount      sation      income     earnings     equity      income
                                                -----------   ---------   ---------   ---------   ---------   ---------   ---------

Balances at June 30, 2004...................... 15,496,949  $   96,601  $      (29) $    1,891  $   31,164  $  129,627
Exercise of stock options......................     63,971         665          --          --          --         665
Stock-based compensation.......................         --          --          68          --          --          68
Restricted stock awards issued to directors....      6,250         248        (248)         --          --          --
Net income.....................................         --          --          --          --       3,402       3,402  $    3,402
Other comprehensive income:
  Foreign currency translation adjustments.....         --          --          --       5,746          --       5,746       5,746
                                                                                                                          ---------
Comprehensive income...........................                                                                         $    9,148
                                                -----------   ---------   ---------   ---------   ---------   ---------   =========
Balances at December 31, 2004.................. 15,567,170  $   97,514  $     (209) $    7,637  $   34,566  $  139,508
                                                ===========   =========   =========   =========   =========   =========`

See accompanying notes to condensed consolidated financial statements

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SBS Technologies, Inc. and Subsidiaries

                           Consolidated Statements of Cash Flows

                                       Thousands

                                      (Unaudited)

`Six months ended
                                                                            December 31,
                                                                     -------------------------
                                                                         2004          2003
                                                                     -----------   -----------
Cash flows from operating activities:
  Net income...................................................... $      3,402  $        342
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization...............................        2,925         3,111
      Bad debt expense............................................           61            --
      Deferred income taxes.......................................          (40)          456
      Income tax benefit from stock option exercises..............           --            74
      (Gain) loss on disposition of assets........................          (13)           12
      Foreign exchange losses.....................................          444           282
      Stock-based compensation....................................           68            60
      Changes in assets and liabilities:
        Receivables...............................................       (3,648)        2,663
        Inventories...............................................       (2,196)       (4,227)
        Income taxes..............................................        4,266         1,247
        Prepaid expenses and other................................          115           740
        Accounts payable..........................................       (3,017)          297
        Accrued representative commissions........................          (76)          156
        Accrued compensation......................................         (493)         (643)
        Accrued severance and consolidation costs.................         (218)          969
        Other liabilities.........................................          799          (589)
                                                                     -----------   -----------
        Net cash provided by operating activities.................        2,379         4,950

Cash flows from investing activities:
  Acquisition of property and equipment...........................       (1,399)       (1,616)
                                                                     -----------   -----------
        Net cash used by investing activities.....................       (1,399)       (1,616)

Cash flows from financing activities:
  Proceeds from exercise of stock options.........................          665         1,212
                                                                     -----------   -----------
        Net cash provided by financing activities.................          665         1,212
Effect of exchange rate changes on cash...........................          943           721
                                                                     -----------   -----------
        Net change in cash and cash equivalents...................        2,588         5,267
Cash and cash equivalents at beginning of period..................       47,943        37,130
                                                                     -----------   -----------
Cash and cash equivalents at end of period........................ $     50,531  $     42,397
                                                                     ===========   ===========
Supplemental disclosure of cash flow information:
  Income taxes received, net...................................... $      2,093  $      1,078
                                                                     ===========   ===========`

See accompanying notes to condensed consolidated financial statements.

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SBS Technologies, Inc. and Subsidiaries

                Notes to Condensed Consolidated Financial Statements

                                  December 31, 2004

                                      (Unaudited)

1)	Summary of
Significant Accounting Policies

The accounting policies as set forth in SBS Technologies,
Inc.'s (SBS or the Company) Annual Report on Form 10-K for the year ended June
30, 2004 have been adhered to in preparing the accompanying interim condensed
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.

Stock Based Compensation

The Company applies the intrinsic-value-based method of
accounting prescribed by Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations, to
account for its fixed-plan stock options. Under this method, compensation
expense is recorded on the date of grant only if the current market price of the
underlying stock exceeds the exercise price. Substantially all stock-based
compensation reflected in reported net income relates to restricted stock award
grants to members of the Company's Board of Directors, as all employee stock
options granted under the Company's stock option plans had an exercise price
equal to the market value of the underlying common stock on the grant date.
Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation(SFAS 123), established accounting and disclosure requirements using a
fair-value-based method of accounting for stock-based employee compensation
plans. As permitted by SFAS 123, the Company has elected to continue to apply
the intrinsic-value-based method of accounting described above and has adopted
only the disclosure requirements of SFAS 123. The following table illustrates
the effect on net income and net income per common share if the Company had
applied the fair value recognition provisions of SFAS 123 to stock-based
employee compensation.

`Three Months Ended       Six Months Ended
                                                                      December 31,            December 31,
                                                                 ---------------------   ---------------------
Thousands (except per share amounts)                                 2004        2003        2004        2003
                                                                 ---------   ---------   ---------   --------- 
Net income, as reported....................................... $    2,156  $    1,532  $    3,402  $      342
Add: stock-based employee compensation included
  in reported net income, net of tax effects..................         28          20          41          37
Deduct: stock-based employee compensation determined
  under fair value method for all awards, net of tax effects..       (683)       (481)     (1,062)       (612)
                                                                 ---------   ---------   ---------   ---------
Pro forma net income (loss)................................... $    1,501  $    1,071  $    2,381  $     (233)
                                                                 =========   =========   =========   =========
Net income per common share - as reported..................... $     0.14  $     0.10  $     0.22  $     0.02
                                                                 =========   =========   =========   =========
Net income (loss) per common share - pro forma................ $     0.10  $     0.07  $     0.15  $    (0.02)
                                                                 =========   =========   =========   =========
Net income per common share assuming dilution - as reported... $     0.14  $     0.10  $     0.22  $     0.02
                                                                 =========   =========   =========   =========
Net income (loss) per common share assuming dilution - pro for $     0.10  $     0.07  $     0.15  $    (0.02)
                                                                 =========   =========   =========   =========`

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SBS Technologies, Inc. and Subsidiaries

                Notes to Condensed Consolidated Financial Statements - Continued

                                   December 31, 2004

                                      (Unaudited)

2)	Receivables, net

Receivables, net consist of the following:

`December 31,    June 30,
Thousands                                        2004          2004
                                             -----------   -----------   
Accounts receivable....................... $     28,840  $     24,335
Less allowance for doubtful accounts......         (435)         (559)
                                             -----------   -----------
                                           $     28,405  $     23,776
                                             ===========   ===========`

3)	Inventories

Inventories consist of the following:

`December 31,    June 30,
Thousands                                        2004          2004
                                             -----------   -----------   
Raw materials............................. $     13,258  $     11,444
Work in process...........................        4,847         6,596
Finished goods............................       11,817         8,209
                                             -----------   -----------
                                           $     29,922  $     26,249
                                             ===========   ===========`

4)	Goodwill and Intangible Assets

The Company completed the required annual goodwill
impairment analysis for the fiscal year ended June 30, 2004, as of April 1,
2004, and the estimated fair value of goodwill was determined to be in excess of
its carrying value, indicating the underlying goodwill was not impaired at that
date.

Changes in the carrying amount of goodwill for the six months
ended December 31, 2004 are as follows:

`Total Goodwill by Operating Segment
Thousands                                     Americas       Europe         Total
                                             -----------   -----------   -----------  
Balance at June 30, 2004.................. $      3,416  $     13,318  $     16,734
Foreign currency translation adjustments .          345         1,667         2,012
                                             -----------   -----------   -----------
Balance at December 31, 2004.............. $      3,761  $     14,985  $     18,746
                                             ===========   ===========   ===========`

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SBS Technologies, Inc. and Subsidiaries

                Notes to Condensed Consolidated Financial Statements - Continued

                                   December 31, 2004

                                      (Unaudited)

The following table discloses information
regarding the carrying amounts and associated accumulated amortization for
intangible assets subject to amortization.

`Amortized Intangible Assets
------------------------------------------------------------------------------------
                                    Estimated      Gross                      Net
                                      useful     carrying    Accumulated   carrying
 Thousands                             life       amount     amortization   amount
                                    ----------   ---------   -----------   ---------
As of December 31, 2004
  Core developed technology........ 2 - 7 yrs  $    9,838  $      7,283  $    2,555
  License agreements............... 2 - 5 yrs       2,425         2,109         316
  Covenant not to compete.......... 3 - 5 yrs       3,011         2,072         939
  Other intangibles................ 8 - 17 yrs        378           192         186
                                                 ---------   -----------   ---------
        Total                                  $   15,652  $     11,656  $    3,996
                                                 =========   ===========   =========
As of June 30, 2004
  Core developed technology........ 2 - 7 yrs  $    9,724  $      6,767  $    2,957
  License agreements............... 2 - 5 yrs       2,425         1,781         644
  Covenant not to compete.......... 3 - 5 yrs       2,852         1,890         962
  Other intangibles................ 8 - 17 yrs        368           167         201
                                                 ---------   -----------   ---------
        Total......................            $   15,369  $     10,605  $    4,764
                                                 =========   ===========   =========`

The net change in the gross carrying amount and
accumulated amortization balances reflected above are the result of foreign
currency translation adjustments. Accordingly, the net change in accumulated
amortization for the period does not agree to amortization expense reported in
the accompanying statements of operations for the period. The following table
summarizes estimated amortization expense for future periods as
follows:

`Estimated amortization expense:                      Thousands   
  Remainder of fiscal year ending June 30, 2005... $      968
  For the fiscal years ending:
      June 30, 2006...............................      1,311
      June 30, 2007...............................      1,183
      June 30, 2008...............................        493
      June 30, 2009 and thereafter................         41
                                                     ---------
                                                   $    3,996
                                                     =========`

5)	Product Warranty Liability

The Company's customers receive a warranty, generally for
a period of two years, upon purchase of products. The Company accrues estimated
costs to repair or replace potentially defective products when products are
shipped and revenue is recognized. Estimated warranty costs are based on prior
warranty costs for substantially similar products. The following table presents
the activity in the Company's product warranty liability for the six months
ended December 31:

`2004        2003
Thousands                                            ---------   ---------   
Balance at beginning of period.................... $      599  $      548
  Estimated warranty costs for product sales......        369         544
  Adjustments to settle warranty activity.........       (276)       (441)
                                                     ---------   ---------
Balance at end of period.......................... $      692  $      651
                                                     =========   =========`

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SBS Technologies, Inc. and Subsidiaries

                Notes to Condensed Consolidated Financial Statements - Continued

                                   December 31, 2004

                                      (Unaudited)

6)	Earnings Per Share

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

`Three Months Ended        Six Months Ended
                                                          December 31,             December 31,
                                                     ---------------------   ---------------------
Thousands (except per share amounts)                     2004        2003        2004        2003
                                                     ---------   ---------   ---------   --------- 
Net income........................................ $    2,156  $    1,532  $    3,402  $      342
                                                     =========   =========   =========   ========= 
Net income per share:                                                                              
  Weighted-average common shares outstanding
    used in earnings per share computations.......     15,527      15,087      15,516      15,044
                                                     =========   =========   =========   =========
  Net income per share............................ $     0.14  $     0.10  $     0.22  $     0.02
                                                     =========   =========   =========   ========= 
Net income per share - assuming dilution:                                                          
  Weighted-average common shares outstanding
    used in earnings per share computations.......     15,763      15,391      15,714      15,262
                                                     =========   =========   =========   =========
  Net income per share - assuming dilution........ $     0.14  $     0.10  $     0.22  $     0.02
                                                     =========   =========   =========   ========= 
Shares Used in Per Share Computations:                                                             
  Weighted average common shares outstanding......     15,527      15,087      15,516      15,044
  Incremental shares from assumed conversions -
    potential common shares ......................        236         304         198         218
                                                     ---------   ---------   ---------   ---------
  Shares used in computations - assuming dilution.     15,763      15,391      15,714      15,262
                                                     =========   =========   =========   =========`

For the three and six month periods ended
December 31, 2004, options to purchase 1,452,869 and 1,550,059 shares of common
stock, respectively, were outstanding but were not included in the computation
of earnings per share - assuming dilution because the options' exercise prices
were greater than the average market price of the common shares. For the three
and six month periods ended December 31, 2003, options to purchase 1,565,902 and
1,780,819 shares of common stock, respectively, were outstanding but were not
included in the computation of earnings per share - assuming dilution because
the options' exercise prices were greater than the average market price of the
common shares.

7)	Comprehensive Income

Comprehensive income for the three and six month periods
ended December 31, 2004 was $6.8 million and $9.1 million, respectively.
Comprehensive income for the three and six month periods ended December 31, 2003
was $4.4 million and $3.5 million, respectively. The difference between
comprehensive income and net income was related to foreign currency translation
adjustments.



---



SBS Technologies, Inc. and Subsidiaries

                Notes to Condensed Consolidated Financial Statements - Continued

                                   December 31, 2004

                                      (Unaudited)

8) 	Segment Financial Data

The Company is engaged in the design, research,
development, integration and production of embedded computer products. We
operate worldwide through two operating segments: the Americas Group and the
Europe Group. Both the Americas Group and the Europe Group offer our complete
portfolio of embedded computer products to customers in the government,
commercial and communications end markets. Each segment has management who
report directly to the Company's Chief Executive Officer and its own sales and
distribution channels. The Americas Group consists of the Company's operations
based in the United States and Canada including the engineering, test, and
assembly activities in Albuquerque, New Mexico; Mansfield, Massachusetts;
Newark, California; Raleigh, North Carolina; St. Paul, Minnesota; and Waterloo,
Ontario, Canada; the manufacturing operations located in St. Paul, Minnesota;
and the sales and support activities based in Shenzhen, China. The Europe Group
consists of the Company's operations based in Germany, which include the
engineering, test, assembly, and manufacturing activities located in Augsburg
and Mindelheim, Germany.

SBS measures the results of operations for segments (segment
profit (loss)) based on income before income taxes and prior to (a) the
allocation of corporate overhead expenses other than marketing costs, (b)
substantially all amortization associated with acquisitions and (c) interest
income and interest expense from our U.S. operations. The accounting policies
used to measure segment profit (loss) are the same as those referred to in note
1.



`Americas     Europe      Corporate &
Thousands                                      Group       Group     Unallocated (1)    Total
                                             ---------   ---------   --------------   ---------
Three month periods ended December 31
  Gross sales......................  2004  $   28,778  $   18,663  $            --  $   47,441
  Inter-segment sales..............            (1,726)     (3,469)              --      (5,195)
                                             ---------   ---------   --------------   ---------
  Sales to external customers......        $   27,052  $   15,194  $            --  $   42,246

  Gross sales......................  2003  $   24,731  $   10,790  $            --  $   35,521
  Inter-segment sales..............            (1,291)     (1,727)              --      (3,018)
                                             ---------   ---------   --------------   ---------
  Sales to external customers......        $   23,440  $    9,063  $            --  $   32,503

  Segment profit (loss)............. 2004  $    2,935  $    3,877  $        (3,495) $    3,317
                                     2003  $    3,601  $    2,066  $        (3,310) $    2,357`

---



SBS Technologies, Inc. and Subsidiaries

                Notes to Condensed Consolidated Financial Statements - Continued

                                   December 31, 2004

                                      (Unaudited)

`Americas     Europe      Corporate &
Thousands                                      Group       Group     Unallocated (1)    Total
                                             ---------   ---------   --------------   ---------
Six month periods ended December 31
Gross sales........................  2004  $   53,816  $   32,221  $            --  $   86,037
Inter-segment sales................            (3,343)     (5,564)              --      (8,907)
                                             ---------   ---------   --------------   ---------
Sales to external customers........        $   50,473  $   26,657  $            --  $   77,130

Gross sales........................  2003  $   46,266  $   18,551  $            --  $   64,817
Inter-segment sales................            (2,549)     (3,188)              --      (5,737)
                                             ---------   ---------   --------------   ---------
Sales to external customers........        $   43,717  $   15,363  $            --  $   59,080

Segment profit (loss)                2004  $    5,430  $    6,266  $        (6,462) $    5,234
                                     2003  $    3,480  $    3,376  $        (6,330) $      526

Total Assets
            As of December 31, 2004        $   41,231  $   35,248  $        79,572  $  156,051
                As of June 30, 2004        $   39,640  $   26,531  $        78,965  $  145,136`

|(1)The corporate and unallocated column includes amounts
for corporate items. With regard to results of operations, corporate and
unallocated includes corporate overhead expenses other than corporate marketing
costs, interest income and interest expense from our U.S. operations, and
substantially all amortization associated with acquisitions. Corporate assets
primarily include cash and cash equivalents from our U.S. operations, deferred
and current income tax assets, goodwill and intangible assets.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9) 	Employee Severance and Consolidation
Costs

On June 12, 2003, the Company announced the closure of
its Carlsbad, California facility and the consolidation of its manufacturing
operations into the Company's St. Paul, Minnesota facility, centralizing all
manufacturing in the United States to one facility. The total employee severance
and consolidation costs incurred as a result of the consolidation were
approximately $3.6 million. The total costs included employee severance and
related costs recorded over the remaining service period, consolidation costs
recorded as incurred, lease termination costs recorded on the cease use date
(all in accordance with SFAS 146), and leasehold improvement impairment charges
recorded as a result of the announcement in accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-
Lived Assets.

---



SBS Technologies, Inc. and Subsidiaries

                Notes to Condensed Consolidated Financial Statements - Continued

                                   December 31, 2004

                                      (Unaudited)

The following table summarizes the accounting for the
consolidation and closure of the Company's Carlsbad, California facility:

`Thousands
                                                Employee     Property      Lease
Activity during the six months ended           severance and    and      termination    Other
  December 31, 2003:                           related costs equipment     charge       costs      Total
--------------------------------------------   -----------   ---------   ----------   ---------  ---------
Balance at June 30, 2003.................... $        224  $       --  $        --  $       --  $     224

Six months ended December 31, 2003
  Employee severance and consolidation costs $        450  $       --  $     1,485  $      395  $   2,330
  Cash payments.............................         (631)         --         (335)       (395)    (1,361)
                                               -----------   ---------   ----------   ---------  ---------
Balance accrued at December 31, 2003........ $         43  $       --  $     1,150  $       --  $   1,193
                                               ===========   =========   ==========   =========  =========
                                                                                                          
Activity during the six months ended
  December 31, 2004:
--------------------------------------------                                                              
Balance at June 30, 2004.................... $         --  $       --  $       870  $       --  $     870

Six months ended December 31, 2004
  Cash payments.............................           --          --         (218)         --       (218)
                                               -----------   ---------   ----------   ---------  ---------
Balance accrued at December 31, 2004........ $         --  $       --  $       652  $       --  $     652
                                               ===========   =========   ==========   =========  =========`

The lease termination charge, recorded on the
cease use date as a result of closure of the Company's Carlsbad, California
facility, represents the estimated fair value of the remaining future lease
payments and related obligations, net of estimated sublease income, over the
term of the lease. The remaining costs represent primarily lease obligations
expected to be paid monthly through April 2006.



---



Item 2- Management's Discussion and
Analysis of Financial Condition and Results of Operations

For a description of SBS' critical accounting policies and an
understanding of the significant factors that influenced SBS' performance during
the three and six months ended December 31, 2004 and 2003, this "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
(MD&A) should be read in conjunction with the consolidated financial
statements, including the related notes, appearing in Item 1 of this Form 10-Q,
as well as our Annual Report on Form 10-K for the year ended June 30, 2004.

Company Overview

We design and build open-architecture embedded computer products that
enable OEMs to serve the government, commercial, and communications end markets.
Embedded computer products are put inside or made part of larger systems to
process information, control machines, move computer data between machines, and
interact with people. The companies that use our products manufacture very
sophisticated, expensive devices, for example, MRI machines, flight simulators,
wireless networks, fighter jets and industrial robots.

The SBS product line is strategically focused on embedded computing, and we
serve almost all parts of the market. We currently list more than 500 products
in the product section of our website, www.sbs.com. We offer components like I/O
modules, bus adapters, carrier cards, system enclosures, FPGA boards and single
board computers, as well as network switches, blades and fully integrated
systems. Many of these products are available in ruggedized versions, which can
operate in conditions of extreme temperature, vibration, shock and humidity.

We serve a broad range of customers. We help our customers get to market
faster, more reliably and more economically, by providing a wide range of
standard and customized embedded computer products. Our products have
application in diverse industries, including space and aviation,
telecommunications, military and government, transportation, telemetry,
robotics, networking, broadcasting, wireless communications and medical imaging.

We have grown because we understand our role in the embedded computing
process: we make components which are part of larger, more complicated devices.
As embedded computer applications expand, we broaden our product line to meet
our customers' needs and to attract new customers. We invest in technology and
customer service so that we can grow with our customers.

We have grown organically and through strategic acquisitions, acquiring
companies that supplement our core competencies - a pattern we expect to
continue. Our organic growth is driven by adding new products, improving
existing products through our research and development program, and attracting
new customers with our products and service. We also completed eleven
acquisitions between 1992 and June 2004 that broadened our product offerings and
our customer base.

Executive Summary

In summary, we are pleased with our financial results for the quarter and
six months ended December 31, 2004. With our six month sales up 30% over the
first half of last year and our six month book-to-bill ratio at 1.03 to 1, we
believe our overall strategy is working. As we go into the new calendar year, we
will continue to focus our development efforts on products that are designed to
support three functional areas: data transfer, data processing and data
visualization. By combining our products into systems, we are providing control,
communications, and high performance signal and image processing solutions to
meet the requirements of our customers in all of our markets.

In November 2004, we issued a press release announcing strategic operating
investments of up to an additional $2.5 million through the remainder of this
fiscal year. These investments allow us to pursue growth initiatives and take
advantage of current market conditions in the government and international
markets. Due to our success to date in pursuing government systems opportunities
and the response we have received from our increased presence in China, we
believe that this is the appropriate time to further develop these areas. For
our government systems opportunities, we are increasing our business
development, program management and engineering teams. This will allow us to be
more responsive to proposal requests, execute on engineering projects faster,
and build stronger relationships with our customer base. On the international
front, we expanded our Asian operation in June 2004. To meet growing demand, we
plan to increase our staffing in Asia to expand our sales and support in China,
Taiwan, Japan, Korea and Australia. We believe these expansion plans, along with
a strong European business and a growing business in North America, will
continue to ensure our future success.

---





During the quarter and six months ended December 31, 2004, we noted:

- Sales for the quarter were $42.2 million and sales for the six months were
$77.1 MILLION;

On a sequential basis, total sales increased 21.1%, compared to $34.9 million
in sales for the quarter ended September 30, 2004, making up the sales
shortfall, compared to initial guidance of $36 million to $37 million,
experienced in the previous quarter. Sales for the six months ended December 31,
2004 increased 30.6% from the $59.1 million in sales for the same period of the
prior fiscal year.

- Net income for the quarter was $2.2 million and net income for the six
months was $3.4 million. Net income per share - assuming dilution for the
quarter was $0.14, compared with $0.10 for the comparable period of the prior
year. Net income per share - assuming dilution for the six months was $0.22,
compared with $0.02 for the comparable period of the prior year.

Included in the results for the quarter and six months ended December 31,
2003 were employee severance and consolidation costs associated with the closure
of the Carlsbad, California facility of approximately $0.3 million and $2.3
million, respectively, which negatively impacted net income per common share -
assuming dilution by ($0.01) and ($0.10) on an after tax basis.

- Customer orders received and booked during the quarter and six months were
$39.9 million and $79.5 million, respectively. This resulted in a book-to-bill
ratio of .95 to 1 for the quarter and a six-month book-to-bill ratio of 1.03 to
1.

Book-to-bill ratio represents the net value of customer orders received
and booked each period divided by total sales.

- Order backlog was $45.9 million as of December 31, 2004, compared to $45.5
million as of December 31, 2003 and $46.9 million for the preceding quarter
ended September 30, 2004;

Order backlog represents customer orders that have been contracted for
future delivery. Accordingly, these orders have not yet been recognized as
revenue, but represent potential future revenue.

- We achieved nine design wins during the quarter.

New product introductions and design wins are strong. We have generated a
record number of project proposals to government customers, and we are seeing
growth in revenue and bookings from our key commercial and communications
customers.

Each reported design win represents an initial purchase order of a minimum
of $100,000 and is forecasted to produce a minimum of $500,000 in sales annually
when in production.

By end market, the design wins included eight in the government market,
and one in the commercial market.

- For the quarter ended December 31, 2004, as a percentage of total sales,
sales to one communications customer, Ericsson, represented 15%; sales to one
commercial customer, Applied Materials, represented 12%; and sales to another
European-based communications customer represented 6%. No other customer
represented more than 5% of sales.

Financial Highlights

Selected financial highlights during the three and six month periods
ended December 31, 2004 compared to the three and six month periods ended
December 31, 2003 and the quarter ended September 30, 2004 follows:

`Three Months Ended                       Six Months Ended
                          ----------------------------------------------   --------------------------
                              December 31,                                     December 31,
Thousands (except         -------------------    %      Sept. 30,   %      -------------------    %
  per share amounts)        2004       2003    change     2004    change     2004       2003    change
                          --------   -------- -------   -------- -------   --------   -------- ------- 
Sales.................. $  42,246  $  32,503    30.0% $  34,884    21.1% $  77,130  $  59,080    30.6%
                          ========   ========           ========           ========   ========

Net income............. $   2,156  $   1,532    40.7% $   1,246    73.0% $   3,402  $     342   894.7%
                          ========   ========           ========           ========   ========

Net income per share
  - assuming dilution.. $    0.14  $    0.10          $    0.08          $    0.22  $    0.02
                          ========   ========           ========           ========   ========`

See detailed analysis of the financial results
below.

---



Results of Operations

(references to fiscal 2005 and fiscal 2004 relate to
interim periods of the fiscal years ending on June 30)

The following table sets forth for the periods
indicated certain operating data as a percentage of sales:

`Three Months Ended         Six Months Ended
                                                                  December 31,              December 31,
                                                            -----------------------   -----------------------
                                                                2004         2003         2004         2003
                                                            ----------   ----------   ----------   ----------
Sales....................................................       100.0 %      100.0 %      100.0 %      100.0 %
Cost of sales............................................        54.5 %       50.7 %       54.6 %       51.0 %
                                                            ----------   ----------   ----------   ----------
     Gross profit........................................        45.5 %       49.3 %       45.4 %       49.0 %

Selling, general and administrative expense..............        21.6 %       24.6 %       22.2 %       26.4 %
Research and development expense.........................        14.4 %       14.6 %       15.0 %       16.2 %
Employee severance and consolidation costs...............          -- %        0.8 %         -- %        3.9 %
Amortization of intangible assets........................         1.3 %        1.7 %        1.3 %        1.9 %
                                                            ----------   ----------   ----------   ----------
     Operating income....................................         8.2 %        7.6 %        6.9 %        0.6 %
                                                            ----------   ----------   ----------   ----------
Interest and other income, net...........................         0.5 %        0.3 %        0.4 %        0.8 %
Foreign exchange losses..................................        (0.8)%       (0.6)%       (0.5)%       (0.5)%
                                                            ----------   ----------   ----------   ----------
                                                                 (0.3)%       (0.3)%       (0.1)%        0.3 %
                                                            ----------   ----------   ----------   ----------
Income before income taxes...............................         7.9 %        7.3 %        6.8 %        0.9 %
Income tax expense.......................................         2.8 %        2.6 %        2.4 %        0.3 %
                                                            ----------   ----------   ----------   ----------
Net income...............................................         5.1 %        4.7 %        4.4 %        0.6 %
                                                            ==========   ==========   ==========   ==========`

Three and Six Month Periods Ended December 31, 2004
compared to the Three and Six Month Periods Ended December 31, 2003

Sales

Our total sales during the three and six month periods ended December 31,
2004 compared to the three and six month periods ended December 31, 2003 and the
quarter ended September 30, 2004 follows:

`Three Months Ended                       Six Months Ended
                          ----------------------------------------------   --------------------------
                              December 31,                                     December 31,
                          -------------------    %      Sept. 30,   %      -------------------    %
Thousands                   2004       2003   change     2004    change      2004       2003   change
                          --------   -------- -------   -------- -------   --------   -------- ------- 
Sales.................. $  42,246  $  32,503    30.0% $  34,884    21.1% $  77,130  $  59,080    30.6%
                          ========   ========           ========           ========   ========`

For the quarter ended December 31, 2004, sales increased $9.7
million as unit shipments increased for all product lines with the exception of
our WAN input/output products, which declined when compared to sales levels
during the same period of fiscal 2004. In addition, sales to Applied Materials
and Ericsson for lower margin, production rate business increased from prior
year levels. Included in the increase in sales is approximately $1.2 million
that is the result of the impact of a weakening U.S. dollar on the translation
of our Europe Group financial statements. On a sequential basis, sales increased
$7.4 million compared with sales for the preceding quarter ended September 30,
2004 for the same reasons.

For the six months ended December 31, 2004, sales increased $18.1 million as
unit shipments increased for all product lines with the exception of our WAN
input/output products, which declined when compared to sales levels during the
same period of fiscal 2004. In addition, sales to Applied Materials and Ericsson
for lower margin, production rate business increased from prior year levels.
Included in the increase in sales for the six months is approximately $2.0
million that is the result of the impact of a

---

weakening U.S. dollar on the
translation of our Europe Group financial statements.

Sales by end market for the three and six month periods ended December 31,
2004 compare to the three and six month periods ended December 31, 2003 and the
prior fiscal quarter ended September 30, 2004 as indicated below:

`SALES BY END MARKET
                                           (dollars in thousands)
                           Dec. 31,   % of     Dec. 31,   % of     Sept. 30,  % of
                             2004     total      2003     total      2004     total
                           --------- -------   --------- -------   --------- -------
Three months ended:
  Government............ $   18,805      45% $   17,918      55% $   15,298      44%
  Commercial............     12,000      28%      8,865      27%     10,239      29%
  Communications........     11,441      27%      5,720      18%      9,347      27%
                           --------- -------   --------- -------   --------- -------
Total................... $   42,246     100% $   32,503     100% $   34,884     100%
                           ========= =======   ========= =======   ========= =======

                           Dec. 31,   % of     Dec. 31,   % of
                             2004     total      2003     total
                           --------- -------   --------- -------                    
Six months ended:
  Government............ $   34,104      44% $   31,058      52%
  Commercial............     22,239      29%     17,527      30%
  Communications........     20,787      27%     10,495      18%
                           --------- -------   --------- -------
Total................... $   77,130     100% $   59,080     100%
                           ========= =======   ========= =======`

For the three months ended December 31, 2004, sales to
government customers increased 5.0%, sales to commercial customers increased
35.4% and sales to communications customers increased 100.0%, all compared with
the comparable period of the prior fiscal year. On a sequential basis, sales to
government customers decreased 22.9%, sales to commercial customers increased
17.2% and sales to communications customers increased 22.4%, all compared with
the preceding quarter ended September 30, 2004. For the six months ended
December 31, 2004, sales to government customers increased 9.8%, sales to
commercial customers increased 26.9% and sales to communications customers
increased 98.1%, all compared with the comparable period of the prior fiscal
year.

Looking forward, based on our forecasts, current backlog, and timing of new
orders, we expect sales for the third quarter ending March 31, 2005 to be
between $39 million and $40 million, a 7% to 9% increase compared to the third
quarter of fiscal 2004; however, actual results may vary. We continue to
anticipate growth in sales throughout the remainder of fiscal year 2005, and as
a result are increasing our sales projections for the total fiscal year 2005
from between $150 million and $160 million to between $155 million and $165
million, all from organic growth; however, actual results may vary.

Gross Profit

Gross profit during the three and six month periods ended December 31, 2004
compared to the three and six month periods ended December 31, 2003 and the
quarter ended September 30, 2004 follows:

`Three months ended                              Six months ended
                             -----------------------------------------------------   -------------------------------
                                  December 31,                                            December 31,
                             ---------------------    Incr/    Sept. 30,    Incr/    ---------------------    Incr/
Thousands                       2004        2003     (decr)      2004      (decr)       2004        2003     (decr)
                             ---------   ---------   -------   ---------   -------   ---------   ---------   -------
Gross profit.............. $   19,207  $   16,034  $  3,173  $   15,844  $  3,363  $   35,051  $   28,967  $  6,084
                             =========   =========   =======   =========   =======   =========   =========   =======
Gross profit as a percent
  of sales................       45.5%       49.3%                 45.4%                 45.4%       49.0%
                             =========   =========             =========             =========   =========`

---

Gross profit as a percent of sales for the quarter ended
December 31, 2004 was 45.5%, compared to 49.3% for the second quarter of the
prior fiscal year, and 45.4% for the preceding quarter. Further, gross profit as
a percent of sales for the six months ended December 31, 2004 was 45.4%,
compared to 49.0% for the same period of the prior fiscal year. The growth in
sales from lower margin, production rate business, primarily to communications
and commercial customers, has lowered our overall gross margin as a percentage
of sales. We believe that the current sales mix will continue through the end of
fiscal year 2005. As a result, we expect gross margins as a percentage of sales
for the balance of this fiscal year to be between 44% and 47%; however, actual
results may vary.
Selling, General and Administrative Expense
Selling, general and administrative (SG&A) expense during the three and
six month periods ended December 31, 2004 compared to the three and six month
periods ended December 31, 2003 and the preceding quarter follows:

`Three months ended                              Six months ended
                             -----------------------------------------------------   -------------------------------
                                  December 31,                                            December 31,
                             ---------------------    Incr/    Sept. 30,    Incr/    ---------------------    Incr/
Thousands                       2004        2003     (decr)      2004      (decr)       2004        2003     (decr)
                             ---------   ---------   -------   ---------   -------   ---------   ---------   -------
SG&A expense.............. $    9,121  $    7,998  $  1,123  $    8,023  $  1,098  $   17,145  $   15,616  $  1,529
                             =========   =========   =======   =========   =======   =========   =========   =======

As a percent of sales.....       21.6%       24.6%                 23.0%                 22.2%       26.4%
                             =========   =========             =========             =========   =========`

The increase in SG&A expense for the three and six months of
fiscal 2005 compared to the same periods of the prior fiscal year and the
preceding quarter is due primarily the result of general wage increases
effective October 1, 2004, selective staff increases to support growth, and the
timing of certain discretionary expenses. As a percent of sales, SG&A
expense for the three and six months of fiscal 2005 was in line with our
financial model at 21.6% and 22.2%, respectively.

Research and Development Expense

Research and development (R&D) expense during the three and six month
periods ended December 31, 2004 compared to the three and six month periods
ended December 31, 2003 and the preceding quarter follows:

`Three months ended                              Six months ended
                             -----------------------------------------------------   -------------------------------
                                  December 31,                                            December 31,
                             ---------------------    Incr/    Sept. 30,    Incr/    ---------------------    Incr/
Thousands                       2004        2003     (decr)      2004      (decr)       2004        2003     (decr)
                             ---------   ---------   -------   ---------   -------   ---------   ---------   -------
R&D expense............... $    6,102  $    4,747  $  1,355  $    5,505  $    597  $   11,608  $    9,558  $  2,050
                             =========   =========   =======   =========   =======   =========   =========   =======

As a percent of sales.....       14.4%       14.6%                 15.8%                 15.0%       16.2%
                             =========   =========             =========             =========   =========`

Increasing our intellectual property is a key element of our
growth strategy. During the quarter ended December 31, 2004, we introduced 5 new
products as we continue to implement this segment of our strategy. Consistent
with SG&A, the increase in R&D expense for the three and six month
periods of fiscal 2005 compared to the same periods of the prior fiscal year and
the preceding quarter is primarily the result of general wage increases
effective October 1, 2004, selective staff increases, and the timing of outside
development costs associated with our product development efforts. As a percent
of sales, R&D expense for the three and six month periods of fiscal 2005 was
in line with our financial model at 14.4% and 15.0%, respectively.

Employee Severance and Consolidation Costs

We recorded no employee severance and consolidation costs during the three
and six month periods ended December 31, 2004.

On June 12, 2003, we announced that we would be closing our Carlsbad,
California facility and consolidating its manufacturing operations into our St.
Paul, Minnesota facility, centralizing all manufacturing in the United States to
one facility. This consolidation was completed in August, 2003. As a result of
these actions, we recorded employee severance and consolidation

---

costs totaling
$276,000 and $2.3 million during the three and six month periods ended December
31, 2003, which included the following:

- Employee severance and related costs of $450,000 (recorded over the
remaining service period in accordance with SFAS No. 146, Accounting for
Costs Associated with Exit or Disposal Activities) due to the reduction of
our workforce. No amounts remained to be paid at December 31, 2004.
- Other consolidation costs of $395,000 (recorded as incurred in accordance
with SFAS 146) as a result of the consolidation of our communications operations
to other facilities. No amounts remained to be paid at December 31, 2004.
- Lease termination costs of $1,485,000 (recorded on the cease use date in
accordance with SFAS 146) as a result of the closure of our Carlsbad, California
facility in August 2003. The lease termination costs represent the estimated
fair value of the remaining future lease payments and related obligations, net
of estimated sublease income, over the term of the lease. The remaining lease
obligations are expected to be paid monthly through April 2006.

Amortization of Intangible Assets

For the three and six months ended December 31, 2004, amortization of
intangible assets was $529,000 and $965,000, respectively, compared to $553,000
and $1.1 million for the comparable periods of fiscal 2004. Amortization expense
for the three months ended December 31, 2004 includes a charge of approximately
$85,000 recorded in connection with the write-down of the remaining unamortized
balance of a prepaid license agreement for products that SBS determined, during
the quarter, would no longer be marketed. Excluding the write-down, amortization
expense decreased in fiscal 2005 from fiscal 2004 levels as a result of the
completion of the amortization of certain purchased identifiable intangible
assets recorded in connection with an asset acquisition in March 2002.

Interest and Other Income, Net

Net interest and other income for the three months ended December 31, 2004 of
$204,000 represented an increase from fiscal 2004 levels due primarily to
increased cash balances. For the six months ended December 31, 2004, excluding
interest income in connection with income tax refunds of payments made in prior
periods of approximately $250,000 received in September 2003, net interest and
other income increased from fiscal 2004 levels, due primarily to increased cash
balances.

Foreign Exchange Losses

Foreign exchange losses in fiscal 2005, which represent primarily realized
and unrealized losses on inter-company transactions denominated in non-
functional currencies, increased slightly from fiscal 2004 levels, due to
changes in currency exchange rates as a result of the continued weakening of the
U.S. dollar.

Income Tax Expense

We record income tax expense based on our estimated worldwide effective tax
rates for the respective fiscal years. For fiscal 2005 and 2004, our estimated
worldwide effective tax rate was approximately 35.0%. Our estimated worldwide
effective income tax rate incorporates a projected mix of pre-tax income from
domestic and foreign sources, together with benefits from certain income tax
planning strategies, including benefits from foreign sales and research and
experimentation tax credits.

Our estimated annual effective tax rate for fiscal 2005 does not include any
impact of the recently enacted Americans Jobs Creation Act of 2004 (the Act),
which was signed into law by the U.S. President in October 2004. We are
currently evaluating the impact of several provisions of the Act on our annual
worldwide effective tax rate.

In assessing the realizability of our deferred tax assets, management
considers projected future sources of taxable income together with tax planning
strategies. A valuation allowance has been established that applies to certain
U.S. State operating loss and tax credit carryforwards that, in the opinion of
management, may expire unused due to uncertainty regarding future taxable
income. Based on SBS

We generally do not record deferred income taxes on the undistributed
earnings of our foreign subsidiaries in accordance with the indefinite reversal
criterion in APB Opinion No. 23, "Accounting for Income Taxes - Special
Areas", because we currently do not expect those unremitted earnings to reverse
and become taxable in the foreseeable future. Upon distribution of these

---

earnings, which amounted to approximately $26.4 million at June 30, 2004, we may
be subject to U.S. income taxes and foreign withholding taxes. It is not
practical, however, to estimate the amount of taxes that may be payable on the
eventual remittance of these earnings.

Earnings Per Share

For the three and six months ended December 31, 2004 (fiscal 2005), net
income per common share and net income per common share - assuming dilution were
$0.14 and $0.22, respectively. This compares to net income per common share and
net income per common share - assuming dilution of $0.10 and $0.02 for the
comparable periods of fiscal 2004 ended December 31, 2003. Fiscal 2004 results
include employee severance and consolidation costs of approximately $276,000 and
$2.3 million, respectively, which negatively impacted earnings per common share
- assuming dilution by approximately $(0.01) and $(0.10) on an after tax
basis.

Review of Business Segments

We are engaged in the design, research, development, integration and
production of embedded computer products. We operate worldwide through two
operating segments: the Americas Group and the Europe Group. Both the Americas
Group and the Europe Group offer our complete portfolio of embedded computer
products to customers in the government, commercial and communications end
markets. Each segment has management who report directly to the Company's Chief
Executive Officer and its own sales and distribution channels. The Americas
Group consists of the Company's operations based in the United States and
Canada, including the engineering, test, and assembly activities in Albuquerque,
New Mexico; Mansfield, Massachusetts; Newark, California; Raleigh, North
Carolina; St. Paul, Minnesota; and Waterloo, Ontario, Canada; the manufacturing
operations located in St. Paul, Minnesota; and the sales and support activities
based in Shenzhen, China. The Europe Group consists of the Company's operations
based in Germany which include the engineering, test, assembly, and
manufacturing activities located in Augsburg and Mindelheim, Germany.

The following is a discussion of sales to external customers and segment
profit for each reportable segment. We measure the results of operations for
segments (Segment Profit) based on income before income taxes and before:

- the allocation of corporate overhead expenses other than marketing costs;
- substantially all amortization expense associated with acquisitions; and
- interest income and interest expense from our U.S. operations.



Americas Group

`Three Months Ended                        Six Months Ended
                                  -------------------------------------------------   -----------------------------
                                       December 31,                                        December 31,
                                  ---------------------    %      Sept. 30,    %      ---------------------    %
Thousands                            2004        2003   change       2004   change       2004        2003   change
                                  ---------   --------- -------   --------- -------   ---------   --------- -------
Sales to External Customers.... $   27,052  $   23,440    15.4% $   23,422    15.5% $   50,473  $   43,717    15.5%
                                  =========   =========           =========           =========   =========

Segment Profit................. $    2,935  $    3,601   -18.5% $    2,495    17.6% $    5,430  $    3,480    56.0%
                                  =========   =========           =========           =========   =========`

|Note - Segment profit for the three and six months ended
December 31, 2003 includes approximately $0.2 million and $2.2 million,
respectively, of employee severance and consolidation costs as a result of the
consolidation of our communications operations that resulted in the closure of
our Carlsbad, California facility in August 2003.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sales to External Customers

Segment Profit (Loss). For the three and six months ended December 31,
2004, segment profit was negatively impacted by a higher mix of sales of lower
margin production orders, together with increased SG&A and R&D costs.
However, increased sales to external customers partially offset the reduced
margins and cost increases. Segment profit for the three and six months



---

ended in
December 2003 was negatively impacted as a result of approximately $0.2 million
and $2.2 million, respectively, of employee severance and consolidation costs
being recorded from the consolidation of our communications operations that
resulted in the closure of our Carlsbad, California facility in August 2003. For
these reasons, segment profit as a percentage of sales to external customers was
10.8% for the three month period ended December 31, 2004, compared with 16.5%,
excluding the impact of the employee severance and consolidation costs, for the
same period of fiscal 2004. For the same reasons, segment profit as a percentage
of sales to external customers was 10.8% for the six months of fiscal 2005,
compared with 13.3%, excluding the impact of the employee severance and
consolidation costs, for the same period of fiscal 2004.

Europe Group

`Three Months Ended                        Six Months Ended
                                  -------------------------------------------------   -----------------------------
                                       December 31,                                        December 31,
                                  ---------------------    %      Sept. 30,    %      ---------------------    %
Thousands                            2004        2003   change       2004   change       2004        2003   change
                                  ---------   --------- -------   --------- -------   ---------   --------- -------
Sales to External Customers.... $   15,194  $    9,063    67.6% $   11,462    32.6% $   26,657  $   15,363    73.5%
                                  =========   =========           =========           =========   =========

Segment Profit................. $    3,877  $    2,066    87.7% $    2,388    62.4% $    6,266  $    3,376    85.6%
                                  =========   =========           =========           =========   =========`

Sales to External Customers.

Segment Profit. For the three and six month periods ended December 31,
2004, segment profit increased $1.8 million and 
$2.9 million, respectively, compared to the comparable periods of the prior
fiscal year, due primarily to the increase in sales, offset by reduced gross
profit as a result of a higher mix of lower margin production orders and an
increase in SG&A and R&D expenses commensurate with the growth in the
business. For these reasons, segment profit as a percentage of sales was 25.5%
and 23.5% for the three and six month periods of fiscal 2005 compared with 22.8%
and 22.0% for the same periods of fiscal 2004.

Liquidity, Capital Resources and Financial Condition

Our objective is to maintain adequate financial resources and
liquidity to finance our operations. We use a combination of proceeds from the
sale or issuance of equity securities and internally generated funds to finance
our working capital requirements, capital expenditures, acquisitions, and
operations.

Our cash balance of $50.5 million at December 31, 2004 represents an increase
of $2.6 million during the six months ended December 31, 2004. Net cash flows
from operating activities and proceeds from the exercise of employee stock
options were the principal sources of funding, and cash was used for a mix of
activities including working capital needs and capital expenditures. We
anticipate that this trend will continue during the remainder of the fiscal year
ending June 30, 2005; however, future cash inflows as a result of employee stock
option exercises are difficult to predict with certainty.



---



Cash Flows

Changes to our cash balance during the six months ended December 31,
2004, and 2003 follows:

Comparison of Condensed

Consolidated Statements of Cash Flows

`Six Months Ended
                                                   December 31,
                                               ---------------------
                                                 2004        2003
                                               ---------   ---------
Cash Flow Provided by (Used in)                     Thousands
   Operating activities.....................  $   2,379   $   4,950
   Investing activities.....................     (1,399)     (1,616)
   Financing activities.....................        665       1,212
   Net effect on cash from:
      Exchange rate changes.................        943         721
                                               =========   =========`

Operating Activities

Cash flows from operating activities during the six months ended December 31,
2004, were principally the result of the receipt of income tax refunds of
payments made in prior periods, changes in working capital and the impact of
certain non-cash and non-operating activities including depreciation and
amortization of $2.9 million.

The underlying drivers of the changes in working capital during the first six
months of fiscal 2005 were as follows:

- The increase in accounts receivable used operating cash of $3.6 million,
before foreign currency translation adjustments of approximately $1.0 million,
due to the increase in sales during the period.
- The increase in inventory used operating cash of $2.2 million, before
foreign currency translation adjustments of approximately $1.5 million.
Inventory levels increased due principally to inventory on hand for shipments
scheduled early in the third quarter, as well as new designs that are scheduled
to begin production.
- We received U.S. income tax refunds of $3.1 million during the period from
the carryback of tax losses to prior tax years.
- Our total liabilities, excluding income taxes payable, decreased by $3.0
million during the period, before foreign currency translation adjustments of
approximately $0.7 million, due principally to the growth in the business and
the timing of payments, and we continue debt free as of December 31,
2004.

Investing Activities

Our principal recurring investing activity is the funding of capital
expenditures necessary to support the growth of our business and to enhance the
productivity of our operations. During the six months ended December 31, 2004,
we used $1.4 million for the purchase of property and equipment.

Financing Activities

We received proceeds of $665,000 from the issuance of common stock
associated with the exercise of employee stock options during the six months
ended December 31, 2004.

Exchange Rates

Changes in foreign currency exchange rates impacted beginning cash
balances during the six months ended December 31, 2004, by $943,000. Due to the
Company's international operations, where transactions are recorded in
functional currencies other than the U.S. dollar, the effects of changes in
foreign currency exchange rates on existing cash balances during any given
period results in amounts on the consolidated statements of cash flows that may
not reflect the changes in the corresponding accounts on the consolidated
balance sheets.

Cash Requirements

We believe that our internally generated cash flows will provide us with
sufficient capital resources and liquidity to manage our operations, meet our
contractual obligations, and fund capital expenditures, excluding acquisitions,
for at least the next twelve

---

months. Because long-term cash flow cannot be
predicted with certainty, it is possible that SBS could require external
financing in the future and that the financing may not be available on terms
acceptable to SBS or at all.

Capital Resources

In July 2004, we entered into a lease agreement with a third party which
requires the landlord to construct a new building. We currently anticipate
moving our Albuquerque, New Mexico operations into the new facility in June
2005. In connection with the lease agreement, we received a tenant improvement
allowance to be used to pay for certain tenant improvements related to the new
facility. As of January 31, 2005, we anticipate that our tenant improvement
expenditures will exceed our allowance, and the potential excess could range
from $1 million to $2 million.

As of the date of this report, we do not have any material capital
expenditure commitments. However, we estimate that we could incur obligations
for potential excess tenant improvements during construction of our new facility
through June 2005.

Contractual Obligations

SBS is committed under non-cancelable operating leases for buildings and
equipment that expire at various dates through fiscal 2015. There was no
material change in our contractual obligations during the six month period ended
December 31, 2004.

Off-Balance Sheet Arrangements

As of December 31, 2004, we had no transactions that would be considered
off-balance sheet arrangements in accordance with the definition under SEC
rules.

Inflation

For the three and six month periods ended December 31, 2004 and 2003, we
experienced no significant impact from inflation.

Business Outlook

We continue to be positive about our business prospects for this fiscal
year and the rest of calendar 2005. We remain optimistic that business
conditions will improve, but each of our markets may respond differently to
economic and political conditions.

In late December, the U.S. Department of Defense released a series of program
cuts totaling $30 billion and announced the schedule for the quadrennial defense
review. We have reviewed the program cuts and planned timing of the defense
review, and we do not anticipate a significant impact to our existing design
wins and future opportunities. We continue to see demand for improved flight and
mission computers, as well as new requirements for imaging and signal processing
systems. The defense review scheduled for completion in late summer may create
uncertainty resulting in delays, or even acceleration, of some customer orders.
Despite these conditions, we believe the defense market remains strong for
SBS.

Communications opportunities are still growing. We are receiving strong
bookings from Ericsson for wireless applications, and as the year progresses, we
should see more bookings from our design wins. We are following our Advanced
Telecom Architecture (ATCA) strategy of focusing on the Advanced Mezzanine Cards
(AMC) for I/O and processing. As ATCA gets accepted, we believe we will be well
positioned with our AMC product line.

The commercial business is growing, primarily driven by sales to Applied
Materials. We are continuing to develop new proposals in several segments of the
commercial business. As factory automation recovers and large capital equipment
needs increase, we believe we will be successful in obtaining more design
wins.

Looking forward, based on our forecasts, current backlog, and timing of new
orders, we expect sales for the third quarter ending March 31, 2005 to be
between $39 million and $40 million, a 7% to 9% increase compared to the third
quarter of fiscal 2004; however, actual results may vary. We continue to
anticipate growth in sales throughout the remainder of fiscal year 2005, and as
a result are increasing our sales projections for the total fiscal year 2005
from between $150 million and $160 million to between $155 million and $165
million, all from organic growth; however, actual results may vary.

The growth in sales we have experienced from Applied Materials and Ericsson
for lower margin, production rate business, has lowered our overall company
gross margin as a percentage of sales below the range of 46% to 50% stated in
our financial model. We believe that the current sales mix will continue through
the end of fiscal year 2005. As a result, we expect gross margins as a
percentage of sales for the balance of this fiscal year to be between 44% and
47% and have revised our financial

---

model. However, we anticipate that operating
income for fiscal year 2005 will remain in the 7%-10% range, unchanged from our
previous model. The updated model is posted on the Investor Relations section of
our web site at www.sbs.com/ir.

The assumptions on which we've based our sales projections include the
continued health of our end markets, the expectation of several government
system design wins to start production, and sales to Applied Materials and
Ericsson to remain strong for the remainder of fiscal year 2005. We are
confident that our new product introductions, business development efforts, and
continued focus on our customers will expand our opportunities in each of our
markets.

Management expects that corporate representatives of SBS will meet privately
during the quarter with investors, investment analysts, the media and others and
may reiterate the Business Outlook published in this Form 10-Q. At the same
time, this Form 10-Q and the included Business Outlook will remain publicly
available on our Web site (www.sbs.com). Unless a notice stating
otherwise is published, the public can continue to rely on this Business Outlook
as representing our current expectations on matters covered.

Recently Issued Accounting Standards

In November 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 151 (SFAS 151), Inventory Costs.
SFAS 151 amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to
clarify the accounting for abnormal amounts of idle facility expense, freight,
handling charges and wasted material (spoilage). SFAS 151 requires all such
(abnormal) costs to be treated as current-period charges under all
circumstances. In addition, fixed production overhead should be allocated based
on the normal capacity of the production facilities, with unallocated overhead
charged to expense when incurred. SFAS 151 shall be effective for inventory
costs incurred during fiscal years beginning after June 15, 2005, however,
earlier application is permitted for fiscal years beginning after the date SFAS
151 was issued. We do not believe the adoption of SFAS 151 will have a material
impact on our financial condition, results of operations or cash flows.

In December 2004, the FASB issued FASB Staff Position No. FAS 109-
1, Application of FASB Statement No. 109, Accounting for Income Taxes, to
the Tax Deduction on Qualified Production Activities Provided by the American
Jobs Creation Act of 2004 (FSP 109-1) and FASB Staff Position No. FAS 109-
2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
Provision within the American Jobs Creation Act of 2004 (FSP 109-2). FSP 109-1
clarifies the guidance in SFAS No. 109, Accounting for Income Taxes (SFAS
109) that applies to the new deduction for qualified domestic production
activities under the American Jobs Creation Act of 2004 (the Act). FSP 109-1
clarifies that the deduction should be accounted for as a special deduction
under Statement 109, not as a tax-rate reduction, because the deduction is
contingent on performing activities identified in the Act. As a result,
companies qualifying for the special deduction will not have a one-time
adjustment of deferred tax assets and liabilities in the period the Act is
enacted. FSP 109-2 addresses the effect of the Act's one-time deduction for
qualifying repatriations of foreign earnings. FSP 109-2 allows additional time
for companies to determine whether any foreign earnings will be repatriated
under the Act's one-time deduction for repatriated earnings and how the Act
affects whether undistributed earnings continue to qualify for SFAS 109's
exception from recognizing deferred tax liabilities. FSP 109-1 and FSP 109-2
were both effective upon issuance. The adoption of FSP 109-1 and FSP 109-2 did
not have any material impact on our financial condition, results of operations
or cash flows.

In December 2004, the FASB issued SFAS No. 123 (Revised 2004), Share Based
Payment: an amendment of SFAS 123 and SFAS 95 (SFAS 123R). SFAS 123R replaces
SFAS 123, supersedes APB 25, and amends SFAS No. 95, "Statement of Cash
Flows". SFAS 123R requires companies to recognize in the income statement the
grant-date fair value of stock options and other equity-based compensation
issued to employees.  While the fair value method under SFAS 123R is very
similar to the fair value method under SFAS 123 with regards to measurement and
recognition of stock-based compensation, management is currently evaluating the
impact of several of the key differences between the two standards on our
financial statements. For example, SFAS 123 permits us to recognize forfeitures
as they occur while SFAS 123R will require us to estimate future forfeitures and
adjust our estimate on a quarterly basis. SFAS 123R will also require a
classification change in the statement of cash flows; whereby, a portion of the
tax benefit from stock options will move from operating cash flows to financing
cash flows (total cash flows will remain unchanged). We are required to adopt
SFAS 123R during the first quarter of our fiscal year ending June 30, 2006,
which ends September 30, 2005. While we continue to evaluate the impact of
SFAS 123R on our financial statements, we believe that the adoption of Statement
123R is not expected to have a significant effect on our financial position or
cash flows, but will impact our results of operations. An illustration of the
impact on our net income and net income per share, assuming we had applied the
fair value recognition provisions of SFAS 123 using the Black-Scholes
methodology, is presented in note 1 to the condensed consolidated financial
statements included elsewhere in this Form 10-Q. We have not yet determined
whether we will use the Black-Scholes method in our adoption of Statement
123R.

---



Item 3- Quantitative and Qualitative
Disclosures about Market Risk

Our principal investment is cash invested in either money market accounts
or in overnight repurchase agreements. Due to the nature of these investments,
we believe that the market risk related to these investments is minimal. As a
result of our German and Canadian operating and financing activities, we are
exposed to market risk from changes in foreign currency exchange rates. At
present we do not utilize any derivative instruments to manage this risk.

Currency translation.  The results of operations of our foreign
subsidiaries are translated into U.S. dollars at the average exchange rates for
each period concerned. The balance sheets of foreign subsidiaries are translated
into U.S. dollars at the closing exchange rates. Any adjustments resulting from
the translation are recorded as translation adjustments in other comprehensive
income. Foreign currency exchange rate exposure is most significant with respect
to the euro. For the six months ended December 31, 2004 compared with the same
period of the prior fiscal year, net sales were positively impacted by the
change in foreign currencies, primarily the euro, due to the weakening of the
U.S. dollar, by approximately $2.0 million.

Currency transaction exposure.  Currency transaction exposure
arises where a business or company makes actual sales and purchases in a
currency other than its own functional currency. We generally source raw
materials and sell our products within our local markets in their functional
currencies and therefore have limited currency transaction exposure.

Item 4- Controls and Procedures

Quarterly Controls Evaluation and Related CEO and CFO Certifications

As of the end of the period covered by this Quarterly Report on Form 10-
Q, we evaluated the effectiveness of the design and operation of "disclosure
controls and procedures" (Disclosure Controls). The controls evaluation was done
under the supervision and with the participation of management, including our
Chief Executive Officer (CEO) and Chief Financial Officer (CFO).

Attached as Exhibits to this Quarterly Report on Form 10-Q are certifications
of the CEO (Exhibit 31.1) and the CFO (Exhibit 31.2), which are required in
accordance with Rule 13a-14 of the Securities Exchange Act of 1934 (the Exchange
Act). This Controls and Procedures section includes the information concerning
the controls evaluation referred to in the certifications and it should be read
in conjunction with the certifications for a more complete understanding of the
topics presented.

Disclosure Controls and Internal Controls

Disclosure Controls are procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act, such as
this Quarterly Report, is recorded, processed, summarized and reported within
the time periods specified in the U.S. Securities and Exchange Commission's
rules and forms. Disclosure Controls are also designed to ensure that the
information is accumulated and communicated to our management, including the CEO
and CFO, as appropriate to allow timely decisions regarding required disclosure.

Internal control over financial reporting (Internal Controls) are procedures
which are designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures that: (1)
pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of SBS; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of SBS are being made
only in accordance with authorizations of management and directors of SBS; and
(3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of SBS' assets that could have a
material effect on the financial statements.  To the extent that components
of our Internal Controls are included in our Disclosure Controls, they are
included in the scope of our quarterly controls evaluation.

Limitations on the Effectiveness of Controls

Our management, including the CEO and CFO, does not expect that our
Disclosure Controls or Internal Controls will prevent all error and all fraud. A
control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance that the control system's objectives will be
met. Further, the design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances

---

of fraud, if any, within the company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and breakdowns can occur because of simple error
or mistake. Controls can also be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
controls. The design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and we cannot assure that any
design will succeed in achieving its stated goals under all potential future
conditions. Over time, controls may become inadequate because of changes in
conditions or deterioration in the degree of compliance with policies or
procedures. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.

Compliance with Section 404 of Sarbanes-Oxley Act

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the Act),
beginning with our Annual Report on Form 10-K for the fiscal year ending June
30, 2005, we will be required to furnish a report by our management on our
internal control over financial reporting. This report will contain, among other
matters, an assessment of the effectiveness of our internal control over
financial reporting as of the end of our fiscal year, including a statement as
to whether or not our internal control over financial reporting is effective.
This assessment must include disclosure of any material weaknesses in our
internal control over financial reporting identified by management. If we
identify one or more material weaknesses in our internal control over financial
reporting, we will be unable to assert our internal control over financial
reporting is effective. This report will also contain a statement that our
independent registered public accountants have issued an attestation report on
management's assessment of such internal controls and a conclusion on the
operating effectiveness of those controls.

Management acknowledges its responsibility for internal controls over
financial reporting and seeks to continually improve those controls. In order to
achieve compliance with Section 404 of the Act within the prescribed period, we
are currently performing the system and process documentation and evaluation
needed to comply with Section 404, which is both costly and challenging. We
believe our process, which began in fiscal 2004 and is continuing in fiscal 2005
for documenting, evaluating and monitoring our internal control over financial
reporting is consistent with the objectives of Section 404 of the Act.

Conclusions

Based on our controls evaluation (with the participation of our CEO and
CFO), as of the end of the period covered by this report, our CEO and CFO have
concluded that, subject to the limitations noted above, our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act) are effective to provide reasonable assurance that information required to
be disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.

There was no change in our internal control over financial reporting during
our second fiscal quarter that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.

---



PART II - OTHER INFORMATION

Item 4 - Submission
of Matters to a Vote of Security Holders

The following items were submitted to a vote at the
Annual Meeting of Shareholders held on November 18, 2004:

- To elect seven Directors;
- To ratify the appointment of KPMG LLP as our independent registered public
accountants to audit the consolidated financial statements for the fiscal year
ending June 30, 2005

TABULATION OF VOTES



|Item Voted                                                                                                                                                                                                  | For                                                                          | Against or Withheld                                     | Absten-tions | Broker Non-Votes
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ------------------------------------------------------- | ------------ | ----------------
|The nominees for Directors were elected based upon the following
votes:Christopher J. Amenson
Warren W. Andrews 
Lawrence A. Bennigson
Peter D. Fenner
Clarence W. Peckham
Richard Szafranski
Alan F. White | 13,591,046
13,494,783
13,494,083
13,494,083
13,773,961
13,566,764
13,568,664 | 351,341
447,604
448,304
448,304
168,426
375,623
373,723 |              |                 
|Ratification of KPMG LLP as our independent registered public
accountants to audit the consolidated financial statements for the fiscal year
ending June 30, 2005                                           | 12,212,120                                                                   | 1,728,032                                               | 2,235        | --              

---

Item 6 - Exhibits



(a) 	Exhibits (exhibit reference numbers refer to Item 601 of
Regulation S-K)

03.i 	(1)	Restated Articles of Incorporation.

03.ii	(1)	Second 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 Second 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 (now Wells Fargo), 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 and
Agreement to Serve as Rights Agent; on January 21, 1998, pursuant to Section 21
of the Shareholder Rights Agreement dated September 15, 1997, we appointed
Norwest Bank Minnesota N.A. (now Wells Fargo) as Successor Rights Agent.

10.1	(1)	Addendum to Lease Agreement between Edwin Mair KG and SBS
Technologies, GmbH & Co. KG (a wholly-owned subsidiary of SBS Technologies,
Inc., German Holdings LLC, a wholly-owned subsidiary of SBS Technologies, Inc.)
dated September 14, 2004.

10.cj	(1)	Form of Indemnification Agreement between SBS Technologies,
Inc. and Directors and Executive Officers.

10.ck	(1)	Form of Option Agreement for option grants to executive
officers of SBS Technologies, Inc. under the 1993 Director and Officer Stock
Option Plan.

10.cm	(1)	Lease between SBS Technologies, Inc. and Brunacini
Development Ltd. Co. dated 
July 12, 2004.

14	(1)	Code of Ethics.

31.1	(1)	Certification of the Company's Chief Executive
Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	(1) 	Certification of the Company's Chief Financial
Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	(1)	Certification of the Chief Executive Officer,
Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

32.2	(1) 	Certification of the Chief Financial Officer,
Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

(1) See Exhibit Index

---



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.

(Registrant)

By: /s/ Clarence W. Peckham
	Clarence W. Peckham
	Chief Executive Officer

By: /s/ James E. Dixon Jr.	James E. Dixon Jr.Executive Vice President and 
Chief Financial Officer



Date: February 9, 2005



---





|INDEX TO EXHIBITS
|-----------------
|                 
|Exhibit Number   

|3.i   | Restated Articles of Incorporation dated November 10,
2000                                                                                                                                                                                                                                                                                                                                                                                                                                      | 10-Q | 001-10981 | 3.i   | 9-30-2000  |  
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | --------- | ----- | ---------- | -
|3.ii  | Second Restated and Amended By-laws dated November 13,
2003                                                                                                                                                                                                                                                                                                                                                                                                                                     | 10-Q | 001-10981 | 3.ii  | 12-31-2003 |  
|4.a   | Article VI of the Articles of Incorporation, as amended, as
included in the Articles of Incorporation of SBS Technologies, Inc.                                                                                                                                                                                                                                                                                                                                                                 | 10-Q | 001-10981 | 3.i   | 9-30-2000  |  
|4.b   | Articles I and II of the Second Restated and Amended By-laws of
SBS Technologies, Inc.                                                                                                                                                                                                                                                                                                                                                                                                          | 10-Q | 001-10981 | 3.ii  | 12-31-2003 |  
|4.c   | Form of certificate evidencing Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 10-Q | 001-10981 | 4.c   | 3-31-2001  |  
|4.1   | Rights Agreement dated as of September 15, 1997 between SBS
Technologies, Inc. and First Security Bank (now Wells Fargo), 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.
Agreement to Serve as Rights Agent. On January 21, 1998, pursuant to Section 21
of the Rights Agreement, SBS appointed Norwest Bank Minnesota, N.A. (now Wells
Fargo) as Successor Rights Agent. | 10-K | 001-10981 | 4.1   | 6-30-2002  |  
|10.1  | Addendum to Lease Agreement between Edwin Mair KG and SBS
Technologies, GmbH & Co. KG (a wholly-owned subsidiary of SBS Technologies,
Inc., German Holdings LLC, a wholly-owned subsidiary of SBS Technologies, Inc.)
dated September 14, 2004                                                                                                                                                                                                                                                  | 8-K  | 001-10981 | 10.1  | 9-14-2004  |  
|10.cj | Form of Indemnification Agreement between SBS Technologies, Inc.
and Directors and Executive Officers                                                                                                                                                                                                                                                                                                                                                                                           | 8-K  | 001-10981 | 10.cj | 12-28-2004 |  
|10.ck | Form of Option Agreement for option grants to executive officers
of SBS Technologies, Inc. under the 1993 Director and Officer Stock Option
Plan.                                                                                                                                                                                                                                                                                                                                               | 8-K  | 001-10981 | 10.ck | 12-30-2004 |  
|10.cm | Lease between SBS Technologies, Inc. and Brunacini Development
Ltd. Co. dated July 12, 2004                                                                                                                                                                                                                                                                                                                                                                                                     |      |           |       |            | X
|14    | Code of Ethics.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 8-K  | 001-10981 | 14    | 11-21-2003 |  
|31.1  | Section 302 certification of Clarence W. Peckham, Chief
Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                       |      |           |       |            | X
|31.2  | Section 302 certification of James E. Dixon Jr., Chief Financial
Officer                                                                                                                                                                                                                                                                                                                                                                                                                        |      |           |       |            | X
|32.1  | Section 906 certification of Clarence W. Peckham, Chief
Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                       |      |           |       |            | X
|32.2  | Section 906 certification of James E. Dixon Jr., Chief Financial
Officer                                                                                                                                                                                                                                                                                                                                                                                                                        |      |           |       |            | X