Form 8-K - Current report

 

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 20, 2024

_______________________________

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 20, 2024, 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 20, 2024
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 20, 2024	By:	/s/ Gary R. Fairhead
		Gary R. Fairhead
		Chief Executive Officer

 

EXHIBIT 99.1

SigmaTron International, Inc. Reports Financial Results For the Second Quarter of Fiscal 2025

ELK GROVE VILLAGE, Ill., Dec. 20, 2024 (GLOBE NEWSWIRE) -- SigmaTron International, Inc. (NASDAQ: SGMA), an electronic manufacturing services company (the “Company”), today reported revenues and earnings for the fiscal quarter ended October 31, 2024.

For the three month period ended October 31, 2024, revenues decreased $24 million, or 24 percent, to $74.7 million compared to $98.7 million for the same quarter in the prior year. Net income/(loss) for the three month period ended October 31, 2024 was a loss of $9.5 million compared to break even for the same period in the prior year. Approximately $3.3 million of expenses were recorded during the second quarter related to debt modification, expensing of deferred financing costs and lender warrants after remeasurement. Basic and diluted income/(loss) per share for the three month period ended October 31, 2024 was a loss of $1.55, compared to $0.00 income per share for the same period in the prior year.

For the six month period ended October 31, 2024, revenues decreased $37.3 million, or 19 percent, to $159.5 million, compared to $196.8 million for the same period in the prior year. Net income/(loss) for the six month period ended October 31, 2024, was a net loss of $12.8 million, compared to net income of $0.3 million for the same period in the prior year. Approximately $3.3 million of expenses were recorded during the second quarter related to debt modification, expensing of deferred financing costs and lender warrants after remeasurement. Basic and diluted income/(loss) per share for the six month period ended October 31, 2024 was a loss of $2.08, compared to $0.05 income per share for the same period in the prior year.

Commenting on SigmaTron International Inc.’s second quarter fiscal 2025 results, Gary R. Fairhead, Chief Executive Officer and Chairman of the Board, said “Unfortunately the softness we’ve seen in our revenue stream has continued during the second quarter. Sequentially, our first quarter for fiscal 2025 revenue was $84.8 million and for the second quarter, our revenue was $74.7 million. We currently expect the depressed revenue levels to continue for our third fiscal quarter, in part because of the holidays in December for North America and at the end of January in Asia. As you would expect, this level of revenue resulted in another loss for the second quarter, which included a non-cash charge for deferred financing and warrant expenses that totaled approximately $3.3 million.

On a positive note, the Company reported an operating profit in October, demonstrating that our restructuring efforts are now showing a significant impact. We continue to right-size our Company offering significant upside for the operations. The softness we continue to encounter was tied to the general economy and exacerbated by the supply chain volatility in the electronic component marketplace, with customers having overordered in the recent past because of the uncertainty related to acquiring certain components for the electronic assemblies. We believe that the excess inventory that was the result of this behavior has in large part been consumed, which should lead to overall demand increasing in 2025.

 “In the short term, we continue to see soft revenue in terms of our backlog. However, most of our customers are starting to indicate that they view calendar 2025 as a stronger and growing economy and expect the current trend to have bottomed out. We have seen this with several customers where some modest orders have been pulled in and there has been increased activity with new opportunities. It will still take a while to get to where we want to be but at least the current trend appears to be positive after the third quarter. In addition to right-sizing the Company, we have continued to remain focused on reducing inventory further. We made modest progress in that area in the second quarter, but we fully expect to see significant gains in our reduction efforts during the third quarter.

 “In our first quarter press release, I also mentioned that we were focused on activities to de-lever our balance sheet. I’m pleased to announce that on December 13, 2024, SigmaTron entered into a sale/leaseback of our Elk Grove Village property. We have signed a three-year lease with two one-year options on the property. From an accounting perspective, not only have we reduced our bank debt, but we will have a one-time capital gain of approximately $7 million to report in our third quarter results. We continue to look at other options for the Company strategically, with the assistance of Lincoln International. We continue to enjoy good relationships with our customers and supply chain and expect that to continue as we continue to go through the process.”

About SigmaTron International, Inc.

Headquartered in Elk Grove Village, Illinois, SigmaTron International, Inc. operates in one reportable segment as an independent provider of electronic manufacturing services (“EMS”). The EMS segment includes printed circuit board assemblies, electro-mechanical subassemblies and completely assembled (box-build) electronic products. The Company and its wholly-owned subsidiaries 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 in Taipei, Taiwan. The Company also provides design services in Elk Grove Village, Illinois, 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 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 impact of material weaknesses in internal controls over financial reporting; the results of long-lived assets and goodwill impairment testing; the risks inherent in any merger, acquisition or business combination, including the ability to achieve the expected benefits of acquisitions as well as the expenses of acquisitions; the collectability 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 costs of borrowing under the Company’s senior and subordinated credit facilities, including under the rate indices that replaced LIBOR; increasing interest rates; 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; public health crises, including COVID-19 and variants; 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 of Ukraine and related sanctions and the Israel-Hamas conflict; 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.

For Further Information Contact:
SigmaTron International, Inc.
Frank Cesario
1-800-700-9095

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
		Three Months				Three Months				Six Months				Six Months
		Ended				Ended				Ended				Ended
		October 31,				October 31,				October 31,				October 31,
			2024				2023				2024				2023
Net sales			74,719,360				98,691,684				159,496,338				196,822,040
Cost of products sold			67,815,156				89,003,929				146,186,940				177,483,065
Gross profit			6,904,204				9,687,755				13,309,398				19,338,975
Selling and administrative expenses			6,370,511				6,613,634				12,994,377				13,456,439
Operating income			533,693				3,074,121				315,021				5,882,536
Change in fair value of warrants			(626,000	)			-				(626,000	)			-
Other expense			(4,701,108	)			(2,702,193	)			(6,969,383	)			(5,402,644	)
(Loss) income before income tax			(4,793,415	)			371,928				(7,280,362	)			479,892
Income tax benefit (expense)			(4,673,254	)			(343,666	)			(5,475,467	)			(189,531	)
Net (loss)/income		$	(9,466,669	)		$	28,262			$	(12,755,829	)		$	290,361
Net (loss)/income per common share - basic		$	(1.55	)		$	0.00			$	(2.08	)		$	0.05
Net (loss)/income per common share - diluted		$	(1.55	)		$	0.00			$	(2.08	)		$	0.05
Weighted average number of common equivalent
shares outstanding - assuming dilution			6,119,288				6,190,696				6,119,288				6,166,524
CONDENSED CONSOLIDATED BALANCE SHEETS
		October 31,				April 30,
			2024				2024
Assets:
Current assets		$	160,920,235				175,902,619
Machinery and equipment-net			31,626,827				33,755,078
Deferred income taxes			-				4,432,210
Intangibles			816,538				979,188
Other assets			11,298,366				8,724,880
Total assets		$	204,661,966			$	223,793,975
Liabilities and stockholders' equity:
Current liabilities		$	138,582,021				145,888,791
Long-term obligations			12,628,019				11,832,931
Stockholders' equity			53,451,926				66,072,253
Total liabilities and stockholders' equity		$	204,661,966			$	223,793,975

Cover	Dec. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 20, 2024
Entity File Number	000-23248
Entity Registrant Name	SIGMATRON INTERNATIONAL, INC.
Entity Central Index Key	0000915358
Entity Tax Identification Number	36-3918470
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2201 Landmeier Road
Entity Address, City or Town	Elk Grove Village
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60007
City Area Code	847
Local Phone Number	956-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $0.01 par value per share
Trading Symbol	SGMA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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