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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended January 31, 2004
Commission File Number 0-23248
SigmaTron International, Inc.
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(Exact Name of Registrant, as Specified in its Charter)
Delaware 36-3918470
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(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2201 Landmeier Road, Elk Grove Village, Illinois 60007
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(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (847) 956-8000
No Change
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(Former Name, Former Address, and Former Fiscal Year,
if Changed Since Last Report)
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 such 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 12b-2 of the Exchange Act). Yes [ ] No [X]
On March 5, 2004 there were 3,748,754 shares of the Registrant's Common Stock
outstanding.
SigmaTron International, Inc.
Index
PART 1. FINANCIAL INFORMATION: Page No.
--------
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets - January 31, 2004
and April 30, 2003 3
Condensed Consolidated Statements of Operations - Three
and Nine Months Ended January 31, 2004 and 2003 4
Condensed Consolidated Statements of Cash Flows -
Nine Months Ended January 31, 2004 and 2003 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
Item 4. Controls and Procedures 12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
SIGMATRON INTERNATIONAL, INC.
Condensed Consolidated Balance Sheets
JANUARY 31,
2004 April 30,
UNAUDITED 2003
------------ ------------
Current assets:
Cash $ 6,758,677 $ 424,844
Accounts receivable, less allowance for doubtful
accounts of $120,000 at January 31, 2004
and April 30, 2003, respectively 11,427,909 13,632,888
Inventories 13,862,791 14,108,025
Prepaid and other assets 2,690,646 793,065
Income taxes receivable 2,635,650 146,822
Deferred income taxes 214,142 214,142
Other receivables 179,168 48,772
----------- -----------
Total current assets 37,768,983 29,368,558
Property, machinery and equipment, net 22,700,817 19,096,970
Other assets 1,230,152 1,352,853
----------- -----------
Total assets $61,699,952 $49,818,381
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
Trade accounts payable $ 7,034,490 $ 7,919,775
Accrued expenses 4,996,252 4,953,505
Income taxes payable 0 1,422,212
Notes payable - building 430,000 250,000
Capital lease obligations 672,004 985,281
----------- -----------
Total current liabilities 13,132,746 15,530,773
Notes payable - banks 829,479 1,476,443
Notes payable- building 4,648,715 3,108,417
Capital lease obligations, less current portion 458,032 939,967
Subordinated debenture payable 1,050,000 1,050,000
Deferred income taxes 1,185,061 1,185,061
----------- -----------
Total long-term liabilities 8,171,287 7,759,888
----------- -----------
Total liabilities 21,304,033 23,290,661
Minority interest in affiliate 396,886 218,560
----------- -----------
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 500,000 shares
authorized, none issued and outstanding - -
Common stock, $.01 par value; 6,000,000 shares
authorized, 3,748,754 and 2,933,984 shares issued and
outstanding at January 31, 2004 and April 30, 2003,
respectively 37,488 29,340
Capital in excess of par value 19,039,432 9,560,341
Retained earnings 20,922,113 16,719,479
----------- -----------
Total stockholders' equity 39,999,033 26,309,160
----------- -----------
Total liabilities, minority interest and stockholders' $61,699,952 $49,818,381
=========== ===========
See accompanying notes.
3
SIGMATRON INTERNATIONAL, INC.
Condensed Consolidated Statements Of Operations
Unaudited
THREE MONTHS Three Months NINE MONTHS Nine Months
ENDED Ended ENDED Ended
JANUARY 31, 2004 January 31, 2003 JANUARY 31, 2004 January 31, 2003
--------------------------------------------------------------------------
Net sales $ 23,906,176 $ 27,879,095 $ 75,266,852 $ 77,010,647
Cost of products sold 19,459,181 22,810,115 60,547,366 63,694,707
------------ ------------ ------------ ------------
Gross profit 4,446,995 5,068,980 14,719,486 13,315,940
Selling and administrative expenses 2,372,841 2,396,446 7,401,512 7,083,586
------------ ------------ ------------ ------------
Operating income 2,074,154 2,672,534 7,317,974 6,232,354
Interest expense - Banks and capital lease obligation 95,409 226,716 302,830 944,747
Interest income (78,951) (66,563) (233,786) (235,052)
------------ ------------ ------------ ------------
Income before income tax expense 2,057,696 2,512,381 7,248,930 5,522,659
Minority interest in income (loss) of related entity 50,446 (111,905) 178,324 13,862
Income tax expense 814,410 981,340 2,757,532 2,112,284
------------ ------------ ------------ ------------
Net income $ 1,192,840 $ 1,642,946 $ 4,313,074 $ 3,396,513
============ ============ ============ ============
Net income per common share - Basic $ 0.33 $ 0.57 $ 1.30 $ 1.18
============ ============ ============ ============
Net income per common share - Assuming dilution $ 0.33 $ 0.49 $ 1.22 $ 1.02
============ ============ ============ ============
Weighted average shares of common stock outstanding
Basic 3,621,451 2,881,227 3,317,420 2,881,227
============ ============ ============ ============
Diluted 3,655,200 3,355,227 3,521,565 3,319,394
============ ============ ============ ============
See accompanying notes.
4
SIGMATRON INTERNATIONAL, INC.
Condensed Consolidated Statements of Cash Flows
Unaudited
NINE MONTHS Nine Months
ENDED Ended
JANUARY 31, January 31,
2004 2003
------------ ------------
OPERATING ACTIVITIES:
Net income $ 4,313,074 $ 3,396,513
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation 1,965,458 965,799
Loss on disposal of fixed assets - 330,901
Equity in net income of SMTU (110,440) (106)
Changes in operating assets and liabilities:
Accounts receivable 2,204,979 (1,278,015)
Inventories 245,234 (371,594)
Prepaid expenses and other assets (1,905,276) (499,919)
Refundable income taxes (2,488,828) -
Minority interest in affiliate 178,326 13,861
Income taxes payable (1,422,212) 859,144
Trade accounts payable (885,285) 2,281,080
Accrued expenses 42,747 517,719
----------- -----------
Net cash provided by operating activities 2,137,777 6,215,383
INVESTING ACTIVITIES:
Purchases of property, machinery and equipment (5,569,305) (1,647,958)
----------- -----------
Net cash used in investing activities (5,569,305) (1,647,958)
FINANCING ACTIVITIES:
Proceeds from exercise of options 4,310,086 -
Tax benefit of options exercised 5,177,153 -
Net proceeds under note payable obligation 1,720,298 1,762,849
Net payments under line of credit (646,964) (6,186,050)
Net payments under capital lease obligations (795,212) (486,604)
----------- -----------
Net cash provided by (used) in financing activities 9,765,361 (4,909,805)
Change in cash 6,333,833 (342,380)
Cash at beginning of period 424,844 347,380
----------- -----------
Cash at end of period $ 6,758,677 $ 5,000
=========== ===========
Supplementary disclosures of cash flow information
Cash paid for interest $ 220,028 $ 727,174
Cash paid for income taxes, (net of refunds) 1,295,830 1,027,443
Acquisition of buildings financed under notes 3,600,000 1,950,000
See accompanying notes.
5
SigmaTron International, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
January 31, 2004
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
SigmaTron International, Inc., and its wholly-owned subsidiaries (collectively,
the Company) have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. The Company adopted the provisions of FASB Interpretation No. 46, ("FIN
46") Consolidation of Variable Interest Entities as of November 1, 2003 as it
relates to its 42.5% owned affiliate SMT Unlimited L.P. ("SMTU") and
consolidated SMTU from the earliest date reported. Accordingly, the condensed
consolidated financial statements do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. Operating results for the three
month and nine month period ended January 31, 2004 are not necessarily
indicative of the results that may be expected for the year ending April 30,
2004. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's Annual Report on Form 10-K for
the year ended April 30, 2003.
NOTE B - INVENTORIES
The components of inventory consist of the following:
January 31, April 30,
2004 2003
------------ ------------
Finished products $ 3,366,601 $ 3,984,576
Work-in-process 1,709,895 1,282,689
Raw materials 8,786,295 8,840,760
----------- -----------
$13,862,791 $14,108,025
=========== ===========
NOTE C - LINE OF CREDIT
In January, 2004 the Company amended its loan and security agreement that
provides for a revolving line-of-credit facility. The maximum borrowing limit
under the revolving line-of-credit facility has been reduced from (i)
$20,000,000 to $13,000,000. The reduction in the maximum borrowing limit was
implemented to reduce fees associated with the agreement. At January 31, 2004
there was approximately $12,900,000 of unused credit available under the terms
of the agreement. There was no outstanding loan balance under the loan and
security
6
agreement as of January 31, 2004. At January 31, 2004, the Company was in
compliance with its financial covenants under the agreement.
NOTE D - STOCK INCENTIVE PLANS
The Company maintains various stock incentive plans. The Company accounts for
these plans under the recognition and measurement principles of APB Opinion No.
25, "Accounting for Stock Issued to Employees," and related interpretations. The
Company recognizes compensation cost for restricted shares and restricted stock
units to employees. As of January 31, 2004 there are no issued restricted shares
or restricted stock units issued. No compensation cost is recognized for stock
option grants. All options granted under the Company's plans had an exercise
price equal to the market value of the underlying common stock on the date of
grant. The following table illustrates the effect on net earnings and earnings
per share if the Company had applied the fair value recognition provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation," to stock-based
compensation. The following table also provides the amount of stock-based
compensation cost included in net earnings as reported.
Three Months Ended Nine Months Ended
--------------------------- -------------------------
2004 2003 2004 2003
---------- ---------- ---------- ----------
Net Income, as reported $1,192,840 $1,642,946 $4,313,074 $3,396,513
Deduct: total stock-based
employee compensation
expense determined under
fair based method for
awards granted, modified,
or settled, net of related
tax effects
(66,632) (102,243) (199,896) (306,729)
---------- ---------- ---------- ----------
Pro forma net income $1,126,208 $1,540,703 $4,113,178 $3,089,784
========== ========== ========== ==========
Three Months Ended Nine Months Ended
-------------------- ---------------------
2004 2003 2004 2003
------- ------- -------- -------
Earnings per share
Basic - as reported $ .33 $ .57 $ 1.30 $ 1.18
Basic - pro forma .31 .53 1.24 1.07
Diluted - as reported .33 .49 1.22 1.02
Diluted - pro forma .31 .46 1.17 .93
====== ====== ======= =======
8
Options to purchase stock at exercise prices greater than the average fair
market value of the Company's stock for periods presented are excluded from the
calculation of diluted income because their inclusion would be anti-dilutive.
For the three and nine month periods ended January 31, 2004 and 2003, all
options were dilutive and included in the diluted income per share calculations.
NOTE E - INCOME TAXES
The Company has recorded tax expense at an anticipated effective rate of
approximately 39% for all periods. In addition, the Company has recorded a tax
benefit of approximately $5,175,000 associated with tax deductible compensation
arising from the exercise of stock options in the first nine months of fiscal
2004. The benefit was recorded as a reduction of taxes payable and an increase
in additional paid in capital.
NOTE F - VARIABLE INTEREST ENTITIES
As disclosed in our second quarter Form 10-Q, the Company has subsequently
evaluated the impact of adopting FIN 46 as it relates to our 42.5% owned
affiliate SMTU. The Company determined it was the primary beneficiary under the
interpretive guidance of FIN 46 and, consequently, SMTU is consolidated for all
periods presented and reflects a minority interest of 57.5%. The effects of
consolidating SMTU into the Condensed Consolidated Balance Sheet was to increase
current assets, property, machinery and equipment and other assets by
approximately $4,550,000 and a net increase in long-term debt, other liabilities
and minority interests by approximately $4,550,000. The consolidation of SMTU
had no impact on net income for the three and nine months ended January 31,
2004. The cumulative effect on the Condensed Consolidated Statement of
Operations as of the beginning of the fiscal year was insignificant.
CRITICAL ACCOUNTING POLICES
Management Estimates and Uncertainties - The preparation of consolidated
financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Significant estimates made in preparing the consolidated
financial statements include depreciation and amortization periods, the
allowance for doubtful accounts and reserves for inventory. Actual results could
materially differ from these estimates.
Revenue Recognition - Revenues from sales of product including the Company's
contract manufacturing business are recognized when the product is shipped. In
general it is the Company's policy to recognize revenue and related costs when
the order has been shipped from our facilities, which is also the same point
that title passes under the terms of the purchase order. Periodically inventory
is held on consignment and revenue is recognized when the product is consumed by
the Company's customer. Based on the Company's history
8
of providing contract manufacturing services, we believe that collectibility is
reasonably assured.
Inventories - Inventories are stated at the lower of cost (first-in, first-out
method) or market. Cost includes labor, material and manufacturing overhead.
Provisions are based on assumptions about future product life cycles, product
demand and market conditions. When required, provisions are made to reduce
excess inventories to their estimated net realizable values. It is possible that
estimates of net realizable values can change in the near term.
Impairment of Long-Lived Assets - The Company reviews long-lived assets for
impairment, including its investment and assets related to its affiliate SMTU
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. An asset is considered impaired if its carrying
amount exceeds the future net cash flow the asset is expected to generate. If
such asset is considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the asset, if any,
exceeds its fair market value. The Company has adopted SFAS No. 144, which
establishes a single accounting model for the impairment or disposal of
long-lived assets, including discontinued operations.
NEW ACCOUNTING STANDARDS
In January 2003, FIN 46 is an interpretation of Accounting Research Bulletin No.
51 and revises the requirements for consolidation by business enterprises of
variable interest entities. FIN 46 applies immediately to variable interest
entities created after January 31, 2003 and to variable interest entities in
which an enterprise obtains an interest after that date. It applies in the first
fiscal year or interim period ending after December 15, 2003, to variable
interest entities in which an enterprise holds a variable interest acquired
before February 1, 2003. FIN 46 applies to public enterprises as of the
beginning of the applicable interim or annual period and to nonpublic
enterprises as of the end of the applicable annual period. It may be applied
prospectively with a cumulative-effect adjustment as of the date on which it is
first applied or by restating previously issued financial statements for one or
more years with a cumulative-effect adjustment as of the beginning of the first
year restated. The Company adopted FIN 46 as of November 1, 2003 as it relates
to its 42.5% owned affiliate SMTU.
The accompanying financial statements also include the financial position and
results of operations and cash flows for the Company's 42.5% owned affiliate,
SMTU, with the remaining 57.5% reflected as a "minority interest." Previously
the Company had reflected such investment on the equity method. However, as
discussed in Note F, the Company adopted the provision of FIN 46 for its
investment in SMTU and has restated all periods presented.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
NOTE: To the extent any statements in this quarterly statement may be deemed to
be forward looking, such statements should be evaluated in the context of the
risks and uncertainties
9
inherent in the Company's business, including the Company's continued dependence
on certain significant customers; the continued market acceptance of products
and services offered by the Company and its customers; 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
availability and cost of necessary components; the continued availability and
sufficiency of the Company's credit arrangements; changes in U.S., Mexican,
Chinese or Taiwan regulations affecting the Company's business; the continued
stability of the Mexican and Chinese economic, labor and political conditions;
the ability of the Company to manage its growth; expansion to include
manufacturing in China; and securing financing for the operation in China. 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 risk factors contained therein and 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 this report and the Company undertakes no obligation to
update such statements in light of future events or otherwise.
RESULTS OF OPERATIONS:
Net sales decreased for the three month period ended January 31, 2004 to
$23,906,176 from $27,879,095 for the three month period ended January 31, 2003.
Net sales for the nine months ended January 31, 2004 decreased to $75,266,852
from $77,010,647 for the same period in the prior fiscal year. Sales decreased
for the three and nine months ended January 31, 2004 primarily due to a decrease
in revenues from existing customers. In particular in the three month period the
Company recorded lower revenues from its Las Vegas operation and had price
reductions to customers.
Sales can be misleading as an indication of the Company's financial performance.
Gross profit margins can vary considerably among customers and products
depending on the type of services rendered by the Company, specifically the
variation of orders for turnkey services versus consignment services. Variations
in the number of turnkey orders compared to consignment orders can lead to
significant fluctuations in the Company's revenue levels and margins. Further,
customers' orders can be delayed, rescheduled or canceled at any time, which can
significantly impact the operating results of the Company. In addition, the
ability to replace such delayed or lost sales in a short period of time cannot
be assured.
Gross profit decreased in absolute dollars during the three month period ended
January 31, 2004 to $4,446,995 compared to $5,068,980 for the same period in the
prior fiscal year. Gross profits increased as a percentage to net sales to 18.6%
for the three month period ended January 31, 2004 from 18.1% for the same period
in the prior fiscal year. Gross profit increased for the nine month period ended
January 31, 2004 to $14,719,486 or 19.6% of net sales, compared to $13,315,940
or 17.3% of net sales for the same period in the prior fiscal year. The
fluctuation in the Company's gross margin for the three and nine month period is
the result of a number of factors including labor cost and overhead
efficiencies, product mix, increased capacity utilization and component pricing.
Management continues to re-evaluate and align its overhead structure with
current customer requirements. While the Company's focus remains on expanding
its customer base and increasing gross margins, there can be no assurance that
gross margins will remain stable or increase in future quarters.
10
Selling and administrative expenses decreased by $23,605 to $2,372,841for the
three month period ended January 31, 2004 compared to $2,396,446 in the same
period last year. Selling and administrative expenses increased to $7,401,512 or
9.8% of net sales for the nine month period ended January 31, 2004 compared to
$7,083,586 or 9.2% of net sales in the same period last year. The increase for
the nine month period ended January 31, 2004 is primarily due to increases in
legal, advertising and bonus expense.
Interest expense for bank debt and capital lease obligations for the three month
period ended January 31, 2004 was $95,409 compared to $226,716 for the same
period in the prior year. Interest expense for the nine month period ended
January 31, 2004 decreased to $302,830 from $944,747 compared to the same period
in the prior year. This decrease was attributable to a decrease in the amount
outstanding under the credit facility and interest rates.
As a result of the factors described above, net income decreased to $1,192,840
for the three month period ended January 31, 2004 compared to $1,642,946 for the
same period in the prior year. Basic and dilutive earnings per share for the
third fiscal quarter of 2004 were $0.33 compared to basic and dilutive earnings
per share of $0.57 and $0.49, respectively, for the same period in the prior
year. For the nine months ended January 31, 2004, the Company recorded net
income of $4,313,074 compared to $3,396,513 for the same period in the prior
fiscal year. Basic and dilutive earnings per share for the nine month period
ended January 31, 2004 were $1.30 and $1.22, respectively, compared to basic and
dilutive earnings per share of $1.18 and $1.02, respectively, for the same
period in the prior year.
LIQUIDITY AND CAPITAL RESOURCES:
During the third quarter of fiscal 2004 the Company financed operations through
cash provided by operating activities. During the nine month period, cash
provided by operating activities was primarily related to net income of
$4,313,074. In addition, the Company has recorded a tax benefit of approximately
$5,175,000 associated with tax deductible compensation arising from the exercise
of stock options in the first nine months of fiscal 2004. The benefit was
recorded as a reduction of taxes payable and an increase in additional paid in
capital.
The Company used $5,569,305 for investing activities in the nine months ended
January 31, 2004, which included $3,600,000 for the purchase of the Company's
corporate headquarters and its Midwestern manufacturing facility, which was
financed. The Company anticipates additional expenditures for the startup of the
China manufacturing operation during fiscal 2004, which will result in
additional cash being used for investing activities. Capital raised from the
exercise of stock options for the nine month period ended January 31, 2004 was
approximately $4,300,000. In addition, the Company has recorded a tax benefit of
approximately $5,175,000 associated with tax deductible compensation arising
from the exercise of stock options in the first nine months of fiscal 2004.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
11
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the President and Company's Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO"), of the effectiveness, as of the end of the fiscal quarter
covered by this report, of the design and operation of the Company's "disclosure
controls and procedures" (as defined in Rule 13a-15(e) under the Exchange Act).
Based upon that evaluation, the Company's CEO and CFO concluded that the
Company's disclosure controls and procedures, as of the end of such fiscal
quarter, were effective to ensure that the information required to be disclosed
by the Company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in Securities and Exchange Commission rules and forms.
(b) Changes in Internal Controls
During the period covered by this report, there have been no changes to the
Company's internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 10.21 - Amended Loan and Security Agreement between SigmaTron
International, Inc. and LaSalle Bank, dated January 31, 2004.
Exhibit 31.1 - Certification of Principal Executive Officer of the
Company Pursuant to Rule 13a-14(a) under the Exchange Act, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 - Certification of Principal Financial Officer of the
Company Pursuant to Rule 13a-14(a) under the Exchange Act, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 - Certification by the Principal Executive Officer of
SigmaTron International, Inc. Pursuant to Rule 13a-14(b) under the
Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C. 1350).
Exhibit 32.2 - Certification by the Principal Financial Officer of
SigmaTron International, Inc. Pursuant to Rule 13a-14(b) under the
Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C. 1350).
12
(b) Reports on Form 8-K:
The Company filed a report on Form 8-K on March 8, 2004 to announce
financial results for the quarter ended January 31, 2004.
13
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.
SIGMATRON INTERNATIONAL, INC.
/s/ Gary R. Fairhead 3/11/04
- ----------------------------------------- ------------------
Gary R. Fairhead Date
President and CEO
(Principal Executive Officer)
/s/ Linda K. Blake 3/11/04
- ----------------------------------------- ------------------
Linda K. Blake Date
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)