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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 9, 2022

_______________________________

SIGMATRON INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware 000-23248 36-3918470
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

2201 Landmeier Road

Elk Grove Village, Illinois 60007

(Address of Principal Executive Offices) (Zip Code)

(847) 956-8000

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock $0.01 par value per share SGMA The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

On December 9, 2022, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number   Description
         
99.1   Press Release dated December 9, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  SIGMATRON INTERNATIONAL, INC.
     
   
Date: December 9, 2022 By:  /s/ Gary R. Fairhead        
    Gary R. Fairhead
    Chief Executive Officer
   

 

EX-99.1 2 exh_991.htm PRESS RELEASE EdgarFiling

EXHIBIT 99.1

SigmaTron International, Inc. Reports Second Quarter Financial Results for Fiscal 2023

ELK GROVE VILLAGE, Ill., Dec. 09, 2022 (GLOBE NEWSWIRE) -- SigmaTron International, Inc. (NASDAQ: SGMA), an electronic manufacturing services company, today reported revenues and earnings for the fiscal quarter ended October 31, 2022.

Revenues increased $8.5 million, or 8 percent, to $108.7 million in the second quarter of fiscal 2023 compared to $100.2 million for the same quarter in the prior year. Net income for the second quarter ended October 31, 2022, was $871,872 compared to a net income of $3,150,205 for the same quarter in the prior year. Basic and diluted income per share for the quarter ended October 31, 2022, were both $0.14, compared to basic and diluted income per share of $0.73 and $0.69, respectively, for the prior year fiscal quarter ended October 31, 2021.

Revenues increased $28.3 million, or 11.5 percent, to $214.2 million in the first six months of fiscal 2023 compared to $186.0 million for the first six months of fiscal 2022. Net income for the six months ended October 31, 2022, was $2,248,547, compared to a net income of $11,946,921 (including $6,282,973 from the forgiveness of the PPP loan) for the six months ended October 31, 2021. Basic and diluted income per share for the six months ended October 31, 2022, were both $0.37, compared to basic and diluted income per share of $2.78 and $2.69, respectively, for the six months ended October 31, 2021.

Commenting on SigmaTron’s second quarter, fiscal 2023 results, Gary R. Fairhead, Chief Executive Officer and Chairman of the Board, said “I’m pleased to report another solid quarter for fiscal 2023. Our pre-tax profit was $2,127,839, (which includes an expected pre-tax loss of $2,731,823 for Wagz, our Pet Tech IoT startup) was slightly better than our first quarter for fiscal 2023. However, the inclusion of Wagz for our second quarter and six months ending October 31, 2022, makes comparisons between this year and last year difficult. In addition, as reported in our press release on September 12, 2022, the first quarter of last year included a one time gain from the forgiveness of the PPP loan of $6,282,973. Our EMS segment reported pre-tax income in our second quarter that was $729,329 higher than the first quarter, in this fiscal year.

“Clearly, during the second quarter, there were signs of a slowing in the macro economy. However, our EMS backlog has remained strong. We have had some customers, primarily in the consumer goods markets, request the ability to push out some of their backlog, but overall it has been surpassed by other customers increasing their orders or accelerating them. This of course is completely dependent on the market that the customer competes in.

We are not sure what to make of this other than at this time, our backlog remains strong, we are talking with several new significant customers and our biggest barrier to increased sales remains the supply chain and the volatile market for semiconductor products. We have seen the availability of several semiconductor types improve, but we still have others where the lead time is beyond 52 weeks and suppliers continue to miss commitments. Pricing pressures are expected to continue as well. Coupling the volatile component marketplace with continuing geopolitical events provides continuing supply chain issues that are challenging to predict. It is a testament to our operations teams, both in the areas of supply chain and manufacturing, that we were able to achieve these excellent levels of production and sales in the current environment.

“Regarding Wagz, we have continued to make progress on the design and engineering front. We are ahead of schedule in that area. Our revenue was negatively impacted short term because of supply chain issues on the raw material side, which delayed production. We believe sales will gradually increase over the next several quarters and include the introduction of one major new product. In the interim, the losses will continue, but we hope to reduce them going forward. The consumer economy slowing somewhat has created some headwinds for the Wagz products, but we believe there is significant opportunity in the Pet Tech market.

“At this time, we remain optimistic about the balance of fiscal 2023. However, as mentioned above, there is significant volatility as a backdrop and we will adjust if necessary as things change.”

About SigmaTron International, Inc.

Headquartered in Elk Grove Village, Illinois, SigmaTron International, Inc. operates in two reportable segments as an independent provider of electronic manufacturing services (“EMS”), and as a provider of products to the pet technology (“Pet Tech”) market. The EMS segment includes printed circuit board assemblies, electro-mechanical subassemblies and completely assembled (box-build) electronic products. The Pet Tech segment offers electronic products such as the Freedom Smart Dog Collar™, a wireless, geo-mapped fence, and wellness system, along with apparel and accessories. SigmaTron International, Inc. and its wholly-owned subsidiaries (the “Company”) operate manufacturing facilities in Elk Grove Village, Illinois; Acuna, Chihuahua, and Tijuana Mexico; Union City, California; Suzhou, China, and Biên Hòa City, Vietnam. In addition, the Company maintains an International Procurement Office and Compliance and Sustainability Center (“IPO”) in Taipei, Taiwan. The Company also provides design services in Elgin, Illinois, U.S. and Portsmouth, New Hampshire, U.S.

Forward-Looking Statements

Note: This press release contains forward-looking statements. Words such as “continue,” “anticipate,” “will,” “expect,” “believe,” “plan,” and similar expressions identify forward-looking statements. These forward-looking statements are based on the current expectations of the Company. Because these forward-looking statements involve risks and uncertainties, the Company’s plans, actions and actual results could differ materially. Such statements should be evaluated in the context of the direct and indirect risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, the risks inherent in any merger, acquisition or business combination including the December 31, 2021 acquisition of Wagz; the Company’s continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; pricing pressures from the Company’s customers, suppliers and the market; the activities of competitors, some of which may have greater financial or other resources than the Company; the variability of the Company’s operating results; the results of long-lived assets and goodwill impairment testing; the ability to achieve the expected benefits of acquisitions as well as the expenses of acquisitions; the collection of aged account receivables; the variability of the Company’s customers’ requirements; the impact of inflation on the Company’s operating results; the availability and cost of necessary components and materials; the impact acts of war may have to the supply chain; the ability of the Company and its customers to keep current with technological changes within its industries; regulatory compliance, including conflict minerals; the continued availability and sufficiency of the Company’s credit arrangements; the cost of borrowing under the Company’s senior and subordinated credit facilities, including under the rate indices that replaced LIBOR; the ability to meet the Company’s financial and restrictive covenants under its loan agreements; changes in U.S., Mexican, Chinese, Vietnamese or Taiwanese regulations affecting the Company’s business; the turmoil in the global economy and financial markets; the spread of COVID-19 and variants which has threatened the Company’s financial stability by causing a decrease in consumer revenues, caused a disruption to the Company’s global supply chain, and caused plant closings or reduced operations thus reducing output at those facilities; the continued availability of scarce raw materials, exacerbated by global supply chain disruptions, necessary for the manufacture of products by the Company; the stability of the U.S., Mexican, Chinese, Vietnamese and Taiwanese economic, labor and political systems and conditions; global business disruption caused by the Russian invasion in Ukraine and related sanctions; currency exchange fluctuations; and the ability of the Company to manage its growth. These and other factors which may affect the Company’s future business and results of operations are identified throughout the Company’s Annual Report on Form 10-K, and as risk factors, may be detailed from time to time in the Company’s filings with the Securities and Exchange Commission. These statements speak as of the date of such filings, and the Company undertakes no obligation to update such statements in light of future events or otherwise unless otherwise required by law.



                     
                     
  CONDENSED CONSOLIDATED STATEMENT OF INCOME                
                     
                     
      Three Months   Three Months   Six Months   Six Months  
      Ended   Ended   Ended   Ended  
      October 31,   October 31,   October 31,   October 31,  
       2022    2021    2022    2021    
                     
  Net sales     108,676,743     100,216,614     214,249,599     185,956,048    
                     
  Cost of products sold     95,362,730     88,439,028     189,250,551     164,595,984    
                     
  Gross profit     13,314,013     11,777,586     24,999,048     21,360,064    
                     
  Selling and administrative expenses     9,245,157     6,805,756     18,106,375     12,916,771    
                     
  Operating income     4,068,856     4,971,830     6,892,673     8,443,293    
                     
  Gain on extinguishment of long-term debt     -     -     -     (6,282,973 )  
  Other expense     1,941,017     308,113     2,858,759     508,888    
                     
  Income before income tax     2,127,839     4,663,717     4,033,914     14,217,378    
                     
  Income tax expense     1,255,967     1,513,512     1,785,367     2,270,457    
                     
  Net income   $ 871,872   $ 3,150,205   $ 2,248,547   $ 11,946,921    
                     
                     
  Net income per common share - basic   $ 0.14   $ 0.73   $ 0.37   $ 2.78    
                     
  Net income per common share - assuming dilution   $ 0.14   $ 0.69   $ 0.37   $ 2.69    
                     
                     
  Weighted average number of common equivalent                  
      shares outstanding - assuming dilution     6,145,223     4,553,899     6,159,265     4,445,289    
                     
                     
                     
  CONDENSED CONSOLIDATED BALANCE SHEETS                
                     
      October 31,   April 30,          
       2022    2022          
                     
  Assets:                  
                     
  Current assets   $ 233,887,003   $ 218,944,139          
                     
  Machinery and equipment-net     34,911,929     35,973,215          
                     
  Deferred income taxes     662,159     856,863          
  Intangibles     11,938,574     12,409,478          
  Goodwill     13,320,534     13,320,534          
  Other assets     10,483,421     12,127,048          
                     
  Total assets   $ 305,203,620   $ 293,631,277          
                     
  Liabilities and stockholders' equity:                  
                     
  Current liabilities   $ 114,507,401   $ 132,501,195          
                     
  Long-term obligations     99,874,536     72,796,085          
                     
  Stockholders' equity     90,821,683     88,333,997          
                     
  Total liabilities and stockholders' equity   $ 305,203,620   $ 293,631,277          
                     


For Further Information Contact:
SigmaTron International, Inc.
James J. Reiman
1-800-700-9095