-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ClMx+R4VcjRjlGbU/bYEH+uVV6BslA8feXw3rX22wXaJnxxMsviXp67EO725u3yt MnGWFzfWxBva5+BXPxE90A== 0000950137-04-007633.txt : 20040910 0000950137-04-007633.hdr.sgml : 20040910 20040910162929 ACCESSION NUMBER: 0000950137-04-007633 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040731 FILED AS OF DATE: 20040910 DATE AS OF CHANGE: 20040910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGMATRON INTERNATIONAL INC CENTRAL INDEX KEY: 0000915358 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 363918470 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-23248 FILM NUMBER: 041025856 BUSINESS ADDRESS: STREET 1: 2201 LANDMEIER RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 BUSINESS PHONE: 7089568000 MAIL ADDRESS: STREET 1: 2201 LANDMEIER ROAD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 10-Q 1 c88103e10vq.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended July 31, 2004 Commission File Number 0-23248 SigmaTron International, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant, as Specified in its Charter) Delaware 36-3918470 - -------------------------------------------------------------------------------- (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 2201 Landmeier Road, Elk Grove Village, Illinois 60007 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) Registrant's Telephone Number, Including Area Code: (847) 956-8000 No Change - -------------------------------------------------------------------------------- (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 September 7, 2004 there were 3,752,054 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 - July 31, 2004 and April 30, 2004 3 Condensed Consolidated Statements of Operations - Three Months Ended July 31, 2004 and July 31, 2003 4 Condensed Consolidated Statements of Cash Flows - Three Months Ended July 31, 2004 and July 31, 2003 5 Notes to Condensed 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 12 Item 4. Controls and Procedures 12 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 13
SIGMATRON INTERNATIONAL, INC. Condensed Consolidated Balance Sheets
JULY 31, April 30, 2004 2004 UNAUDITED Audited --------------- --------------- CURRENT ASSETS: Cash $ 4,140,758 $ 5,145,814 Restricted cash 100,000 100,000 Accounts receivable, less allowance for doubtful accounts of $508,894 at July 31, 2004 and April 30, 2004 12,237,569 12,651,272 Inventories 18,475,374 14,168,357 Prepaid and other assets 1,057,449 1,315,127 Refundable taxes 275,583 275,583 Deferred income taxes 2,082,905 1,902,551 Other receivables 109,272 415,253 --------------- --------------- Total current assets 38,478,910 35,973,957 Property, machinery and equipment, net 25,418,839 25,707,901 Other assets 1,205,442 1,316,814 --------------- --------------- Total assets $ 65,103,191 $ 62,998,672 =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 9,231,402 $ 7,475,026 Accrued expenses 3,137,352 4,540,744 Income taxes payable 632,829 - Notes payable - other 430,000 430,000 Capital lease obligations 583,207 640,436 --------------- --------------- Total current liabilities 14,014,790 13,086,206 Notes payable - banks 1,341,266 1,118,514 Notes payable - buildings, less current portion 4,422,415 4,536,159 Capital lease obligations, less current portion 199,381 299,536 Subordinated debenture payable 1,050,000 1,050,000 Deferred income taxes 1,265,714 1,265,714 --------------- --------------- Total liabilities 22,293,566 21,356,129 MINORITY INTEREST IN AFFILIATE 563,469 439,787 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, 3,752,054 and 3,750,954 shares issued 37,521 37,510 and outstanding at July 31, 2004 and April 30, 2004, respectively Capital in excess of par value 19,062,945 19,056,525 Retained earnings 23,145,690 22,108,721 --------------- --------------- Total stockholders' equity 42,246,156 41,202,756 --------------- --------------- Total liabilities and stockholders' equity $ 65,103,191 $ 62,998,672 =============== ===============
See accompanying notes. 3 SIGMATRON INTERNATIONAL, INC. Condensed Consolidated Statements Of Operations Unaudited
THREE MONTHS Three Months ENDED Ended JULY 31, 2004 July 31, 2003 --------------- --------------- Net sales $ 25,078,167 $ 24,833,796 Cost of products sold 20,452,469 20,119,854 --------------- --------------- Gross profit 4,625,698 4,713,942 Selling and administrative expenses 2,712,075 2,507,924 --------------- --------------- Operating income 1,913,623 2,206,018 Interest expense - Banks and capital lease obligations 66,683 80,066 --------------- --------------- Income before income tax expense and minority interest of affiliate 1,846,940 2,125,952 Income tax expense 686,291 785,362 --------------- --------------- Income before minority interest of affiliate 1,160,649 1,340,590 Minority interest in income of affiliate 123,680 70,611 --------------- --------------- Net income $ 1,036,969 $ 1,269,979 =============== =============== Net income per common share - Basic $ 0.28 $ 0.43 =============== =============== Net income per common share - Assuming dilution $ 0.27 $ 0.37 =============== =============== Weighted average shares of common stock outstanding Basic 3,751,014 2,961,515 =============== =============== Diluted 3,787,597 3,425,499 =============== ===============
See accompanying notes. 4 SIGMATRON INTERNATIONAL, INC. Condensed Consolidated Statements of Cash Flows Unaudited
THREE MONTHS Three Months ENDED Ended 07/31/04 07/31/03 --------------- --------------- OPERATING ACTIVITIES: Net income $ 1,036,969 $ 1,269,979 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 839,730 735,263 Changes in operating assets and liabilities: Accounts receivable 413,702 2,530,265 Inventories (4,307,017) 1,491,102 Prepaid expenses and other assets 478,365 (140,390) Minority interest in affiliate 123,682 70,610 Trade accounts payable 1,756,376 (1,352,774) Income taxes payable 632,829 (270,264) Accrued expenses (1,403,389) (1,972,276) --------------- --------------- Net cash (used in) provided by operating activities (428,753) 2,361,515 INVESTING ACTIVITIES: Purchases of machinery and equipment (534,354) (265,698) --------------- --------------- Net cash used in investing activities (534,354) (265,698) FINANCING ACTIVITIES: Proceeds from exercise of options 6,431 970,601 Net payments under note payable obligation (113,747) (1,718,074) Net payments under capital lease obligations (157,385) (290,441) Net (borrowings) payments under line of credit 222,752 (745,272) --------------- --------------- Net cash used in financing activities (41,949) (1,783,186) --------------- --------------- Change in cash (1,005,056) 312,631 Cash at beginning of period 5,145,814 424,844 --------------- --------------- Cash at end of period $ 4,140,758 $ 727,475 =============== =============== Supplementary disclosures of cash flow information Cash paid for interest $ 92,411 $ 97,574 Cash paid for income taxes, net of (refunds) 171,931 971,424
See accompanying notes. 5 SigmaTron International, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) July 31, 2004 NOTE A - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of SigmaTron International, Inc., its wholly owned subsidiary Standard Components de Mexico S.A., its wholly owned foreign enterprise Wujiang SigmaTron Electronics Co., Ltd., SMT Unlimited L.P. and its procurement branch SigmaTron Taiwan (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 46R") Consolidation of Variable Interest Entities as of November 1, 2003 as it relates to its 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 period ended July 31, 2004 are not necessarily indicative of the results that may be expected for the year ending April 30, 2005. 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, 2004. NOTE B - INVENTORIES The components of inventory consist of the following:
July 31, April 30, 2004 2004 --------------- --------------- Finished products $ 3,436,668 $ 3,400,742 Work-in-process 1,926,663 1,221,160 Raw materials 13,112,043 9,546,455 --------------- --------------- $ 18,475,374 $ 14,168,357 =============== ===============
NOTE C - PURCHASE OF AFFILIATE On August 2, 2004 the Company acquired the interest of outside investors in its affiliate SMTU and the general partner of SMTU, SMT Unlimited, Inc. bringing the Company's interest in its affiliate SMTU to approximately 80%. On September 2, 2004 the Company 6 acquired the remaining interest in its affiliate SMTU. The acquisition has resulted in SMTU becoming a wholly-owned subsidiary of the Company. The Company's current intention is to merge SMTU into the Company and SMTU will become an operating division of the Company. 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 July 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 --------------------------------------- July 31, July 31, 2004 2003 --------------- --------------- Net Income, as reported $ 1,036,969 $ 1,269,979 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) (66,632) --------------- --------------- Pro forma net income $ 970,337 $ 1,203,347 =============== ===============
7
Three Months Ended ------------------------------------ July 31, July 31, 2004 2003 --------------- ----------------- Earnings per share Basic - as reported $ .28 $ .43 Basic - pro forma .26 .39 Diluted - as reported .27 .37 Diluted - pro forma .26 .34 =============== ===============
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 month period ended July 31, 2004, all options were dilutive and included in the diluted income per share calculations. 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 electronic manufacturing service 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 usually 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 of providing contract manufacturing services, we believe that collectibility is reasonably assured. Inventories - Inventories are valued at the lower of cost or market. Cost is determined by the first-in, first-out method. The Company establishes inventory reserves for valuation, shrinkage, and excess and obsolete inventory. The Company records provisions for inventory shrinkage based on historical experience to account for unmeasured usage or loss. Actual results differing from these estimates could significantly affect the Company's inventories and cost of products sold. The Company records provisions for excess and obsolete inventories for the difference between the cost of inventory and its estimated realizable value based on 8 assumptions about future product demand and market conditions. Actual product demand or market conditions could be different than projected by management. 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 Consolidation of variable interest entities - FIN 46R is an interpretation of Accounting Research Bulletin No. 51 and revises the requirements for consolidation by business enterprises of variable interest entities. FIN 46R 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 46R 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 46R as of November 1, 2003 as it relates to its affiliate SMTU. The accompanying financial statements include the financial position and results of operations and cash flows for SMTU, with the remaining 57.5% reflected as a "minority interest." Previously the Company had reflected such investment on the equity method. The Company adopted the provisions of FIN 46R for its investment in SMTU and has restated all periods presented in the accompanying financial statements and footnotes to the financial statements. 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 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; regulatory compliance; the continued availability and sufficiency of the Company's credit arrangements; changes in U.S., Mexican, Chinese or Taiwanese regulations affecting the Company's business; the 9 continued stability of the Mexican and Chinese economic systems, labor and political conditions; and the ability of the Company to manage its growth; including its recent expansion into 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. OVERVIEW: The Company operates in one business segment as an independent provider of electronic manufacturing services ("EMS"), which includes printed circuit board assemblies and completely assembled (boxbuild) electronic products. In connection with the production of assembled products the Company also provides services to its customers including (1) automatic and manual assembly and testing of products; (2) material sourcing and procurement; (3) design, manufacturing and test engineering support; (4) warehousing and shipment services; and (5) assistance in obtaining product approval from governmental and other regulatory bodies. The Company provides these manufacturing services through an international network of facilities located in North America, China and Taiwan. As services provided by the EMS industry have continued to increase over the past several months lead-time for components have increased. Pricing for components and related commodities has escalated and may continue to increase in the future periods. The impact of these price increases could have a negative material effect on the Company's gross margins and operating results. The Company relies on numerous third-party suppliers for components used in the Company's production process. Certain of these components are available only from single sources or a limited number of suppliers. In addition, a customer's specifications may require the Company to obtain components from a single source or a small number of suppliers. The loss of any such suppliers could have a material impact on the Company's results of operations, and the Company may be required to operate at a cost disadvantage compared to competitors who have greater direct buying power from suppliers. As a manufacturing company, the Company includes all fixed manufacturing overhead in cost of products sold. The inclusion of fixed manufacturing overhead in cost of goods sold magnifies the fluctuations in gross profit margin percentages caused by fluctuations in net sales and capital expenditures. Specifically, fluctuations in the mix of consignment and turnkey contracts could have an effect on the cost of goods sold and the resulting gross profit as a percentage of net sales. Consignment orders require the Company to perform manufacturing services on components and other materials supplied by a customer, and the Company charges only for its labor, overhead and manufacturing costs, plus a profit. In the case of turnkey orders, the Company provides, in addition to manufacturing services, the components and other materials used in assembly. Turnkey contracts, in general, have a higher dollar volume of sales for each given assembly, owing to inclusion of the cost of components and other materials in net sales and cost of goods sold. However, turnkey 10 contracts typically have lower gross margins due to the large material content. Historically, more than 90% of the Company's sales have been from turnkey orders. In the past, the timing and rescheduling of orders has caused the Company to experience significant quarterly fluctuations in its revenues and earnings, and the Company expects such fluctuations to continue. RESULTS OF OPERATIONS: Net sales increased for the three month period ended July 31, 2004 to $25,078,167 from $24,833,796 for the three month period ended July 31, 2003. Sales increased for the three month period ended July 31, 2004 as compared to the same period in the prior year in the telecommunications, fitness and consumer electronics industries. Sales weakened in the gaming and appliance marketplace for the quarter ended July 31, 2004 as compared to the quarter ended July 31, 2003. 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 during the three month period ended July 31, 2004 to $4,625,698 compared to $4,713,942 for the same period in the prior fiscal year. Gross profits decreased as a percentage of net sales to 18.5% for the three month period ended July 31, 2004 from 19.0% for the same period in the prior fiscal year. The decrease in the Company's gross margin for the three month period is the result of price erosion within the EMS industry, product life cycle issues and component pricing. The Company's focus remains on expanding its customer base and increasing gross margins, while there can be no assurance that gross margins will remain stable or increase in future quarters. Selling and administrative expenses increased to $2,712,075 for the three month period ended July 31, 2004 compared to $2,507,904 in the same period last year. The increase for the three month period ended July 31, 2004 is primarily due to increases in commission and material procurement overhead expenses. Interest expense for bank debt and capital lease obligations for the three month period ended July 31, 2004 was $66,683 compared to $80,066 for the same period in the prior year. This decrease was attributable to a decrease in the amount outstanding under the Company's credit facility and reduced interest rates. As a result of the factors described above, net income decreased to $1,036,969 for the three month period ended July 31, 2004 compared to $1,269,979 for the same period in the prior year. Basic and dilutive earnings per share for the first fiscal quarter of 2005 were $0.28 and 11 $0.27, respectively, compared to basic and dilutive earnings per share of $0.43 and $0.37, respectively, for the same period in the prior year. LIQUIDITY AND CAPITAL RESOURCES: In the first quarter of fiscal 2005 cash used in operating activities was primarily related to net income of $1,307,497 and an increase in trade payables. The cash used in operations was offset by a significant increase of $4,307,017 in inventory, which resulted in $428,753 of cash used in operating activities for the quarter ended July 31, 2004. The Company used $534,354 in cash for investing activities in the first quarter of fiscal 2005 to purchase machinery and equipment. The Company anticipates additional machinery and equipment will be purchased during fiscal 2005. The Company anticipates its credit facility, cash flow from operations and leasing resources will be adequate to meet its working capital requirements in fiscal 2005. In the event the business grows rapidly or the Company considers an acquisition, additional financing resources could be necessary. There is no assurance that the Company will be able to obtain equity or debt financing at acceptable terms in the future. On August 2, 2004 the Company acquired the interest of outside investors in its affiliate SMTU and the general partner of SMTU, SMT Unlimited, Inc. bringing the Company's interest in its affiliate SMTU to approximately 80%. On September 2, 2004 the Company acquired the remaining interest in its affiliate SMTU. The acquisition has resulted in SMTU becoming a wholly-owned subsidiary of the Company. The Company's current intention is to merge SMTU into the Company and SMTU will become a manufacturing division of the Company. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable ITEM 4. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures The Company maintains a set of disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports filed by the Company under the Securities Exchange Act of 1934, as amended ("Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Within the 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision of the President and Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, the President and Chief Executive Officer and the Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. 12 (b) Changes in Internal Controls There have been no significant changes in the Company's internal controls or other factors that could significantly affect those controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. PART II OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit 31.1 - Certification of Principal Executive Officer of SigmaTron International, Inc. 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 SigmaTron International, Inc. 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). 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 9/10/04 - ---------------------------------------------- ---------------------- Gary R. Fairhead Date President and CEO (Principal Executive Officer) /s/ Linda K. Blake 9/10/04 - ---------------------------------------------- ---------------------- Linda K. Blake Date Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer) EX-31.1 2 c88103exv31w1.txt CERTIFICATION EXHIBIT 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF SIGMATRON INTERNATIONAL, INC. PURSUANT TO RULE 13A-14(a) UNDER THE EXCHANGE ACT, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary R. Fairhead, President and Chief Executive Officer of SigmaTron International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of SigmaTron International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in registrant's internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: September 10, 2004 /s/ Gary R. Fairhead --------------------------------------------- Gary R. Fairhead President and Chief Executive Officer of SigmaTron International, Inc. EX-31.2 3 c88103exv31w2.txt CERTIFICATION EXHIBIT 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF SIGMATRON INTERNATIONAL, INC. PURSUANT TO RULE 13A-14(a) UNDER THE EXCHANGE ACT, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Linda K. Blake, Chief Financial Officer, Secretary and Treasurer of SigmaTron International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of SigmaTron International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in registrant's internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: September 10, 2004 /s/ Linda K. Blake ------------------------------------------- Linda K. Blake Chief Financial Officer, Secretary and Treasurer of SigmaTron International, Inc. EX-32.1 4 c88103exv32w1.txt CERTIFICATION 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) I, Gary R. Fairhead, am President and Chief Executive Officer of SigmaTron International, Inc. (the "Company"). This certification is being furnished pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 2004 (the "Report"). I hereby certify that to the best of my knowledge: (a) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78 m(a) or 78o(d)); and (b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: September 10, 2004 /s/ Gary R. Fairhead ---------------------------------------- Gary R. Fairhead President and Chief Executive Officer of SigmaTron International, Inc. EX-32.2 5 c88103exv32w2.txt CERTIFICATION 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) I, Linda K. Blake, am Chief Financial Officer, Secretary and Treasurer of SigmaTron International, Inc. (the "Company"). This certification is being furnished pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 2004 (the "Report"). I hereby certify that to the best of my knowledge: (a) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78 m(a) or 78o(d)); and (b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: September 10, 2004 /s/ Linda K. Blake ------------------------------------------ Linda K. Blake Chief Financial Officer, Secretary and Treasurer of SigmaTron International, Inc. -----END PRIVACY-ENHANCED MESSAGE-----