UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.

For the fiscal year ended April 30, 20042006.

[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.

For the transition period from -----------___________ to -----------.___________.

Commission file number 0-23248

SIGMATRON INTERNATIONAL, INC.
-----------------------------
(Exact name of registrant as specified in its charter)

Delaware 36-3918470
- -------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2201 Landmeier Rd., Elk Grove Vlge., Elk Grove Village, IL 60007
- --------------------------------------- -----
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 847-956-8000

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

Common Stock $0.01 par value per share
--------------------------------------
Title of each class

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No

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] NoYes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant'sRegistrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K10-K. [X].

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer" and "large accelerated filer" in Rule 12b-2 of the Securities Exchange
Act of 1934.

Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [X]

Indicate by check mark whether registrant is a shell company (as defined in Rule
12b-2 of the Act).
YesAct. [ ] Yes [X] No

[X]

The aggregate market value of the voting common equity held by non-affiliates of
the registrant as of October 31, 20032005 (the last business day of the registrant's
most recently completed second fiscal quarter) was $68,611,732,$27,226,795 based on the
closing sale price of $19.18$7.25 per share as reported by Nasdaq Small CapCapital Market as of
such date.

The number of outstanding shares of the registrant's Common Stock, as of July
9,
2004,14, 2006, was 3,750,954.3,786,956.

DOCUMENTS INCORPORATED BY REFERENCE

Those sections or portions of the definitive proxy statement of SigmaTron
International, Inc., for use in connection with its 2006 annual meeting of
stockholders, which will be filed within 120 days of the fiscal year ended April
30, 2004,2006, are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS

PART I
ITEM 1. BUSINESS............................................................................. 3BUSINESS ...................................................... 4
ITEM 1A. RISK FACTORS .................................................. 10
ITEM 1B. UNRESOLVED STAFF COMMENTS ..................................... 14
ITEM 2. PROPERTIES........................................................................... 11PROPERTIES .................................................... 14
ITEM 3. LEGAL PROCEEDINGS.................................................................... 12PROCEEDINGS ............................................. 15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................................. 12
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT................................................. 12HOLDERS ........... 16

PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.................................. 13SECURITIES ........... 16
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA................................................. 14DATA ....................................... 17
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................................ 14OPERATIONS .................................. 17
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.................................................................. 20RISK .... 25
ITEM 8. FINANCIAL STATEMENTSTATEMENTS AND SUPPLEMENTARY DATA........................................... 20DATA ................... 25
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE................................................ 20DISCLOSURE ....................................... 25
ITEM 9A. CONTROLS AND PROCEDURES.............................................................. 20PROCEDURES ....................................... 25
ITEM 9B. OTHER INFORMATION ............................................. 26

PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................................... 20REGISTRANT ............ 26
ITEM 11. EXECUTIVE COMPENSATION............................................................... 20COMPENSATION ........................................ 26
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS..................................... 20MATTERS ............................ 26
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................................... 21TRANSACTIONS ................ 26
ITEM 14. PRINCIPAL ACCOUNTINGACCOUNTANT FEES AND SERVICES............................................... 21SERVICES ........................ 26

PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K........................................................................ 21.................... 27

SIGNATURES .............................................................................................. 25................................................................ 30

PART 1

ITEM 1. BUSINESS

CAUTIONARY NOTE:

In addition to historical financial information, this discussion of the
business of SigmaTron International, Inc., its wholly owned subsidiarysubsidiaries
Standard Components de Mexico S.A., and AbleMex S.A. de C.V., its wholly owned
foreign enterprise Wujiang SigmaTron Electronics Co., Ltd. ("SigmaTron China"),
its 42.5% owned affiliate SMT
Unlimited L.P. ("SMTU") and its procurement branch SigmaTron Taiwan collectively (the "Company") and
other Items in this Annual Report on Form 10-K contain forward-looking
statements concerning the Company's business or results of operations. Words
such as "continue," "will," "expects," "believe," "plans," and similar
expressions identify forward-looking statements. These forward-looking
statements are based on the current expectations of management 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 risks and uncertainties
inherent in the Company's business, including the Company'sour continued dependence on
certain significant customers; the continued market acceptance of products and
services offered by the Company and its customers; pricing pressures from our
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'sour operating results; the variability of our customers'
requirements; the availability and cost of necessary components;components and materials;
the Company's ability to continue to produce products that are in compliance
with the European Standard of "Restriction of Use of Hazardous Substance
("RoHS") by mid-2006; the ability of the Company and our customers to keep
current with technological changes within our industries; regulatory compliance;
the continued availability and sufficiency of the Company'sour credit arrangements; changes
in U.S., Mexican, Chinese or Taiwanese regulations affecting the Company's
business; the continuedcontinue stability of the U.S., Mexican, Chinese and ChineseTaiwanese
economic systems, labor and political conditions; and the ability of the Company
to manage its growth;growth, including its recent expansion into China.China and its integration of
the Able Electronics Corporation ("Able") operation acquired in July 2005. 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 thereinherein 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)(box-build) 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.

The Company provides manufacturing and assembly services ranging from the
assembly of individual components to the assembly and testing of boxbuildbox-build
electronic products. The Company has the ability to produce assemblies requiring
mechanical as well as electronic capabilities. The products assembled by the
Company are then incorporated into finished products sold in various marketplaces,industries,
particularly appliance, consumer electronics, gaming, fitness, industrial
electronics, life sciences, semiconductor, telecommunications and automotive.

During August and September 2004 the Company acquired all the interests of
the outside investors in its affiliate, SMT Unlimited L.P. ("SMTU"), and the
general partner of SMTU, SMT Unlimited, Inc. On October 1, 2004, SMT Unlimited,
Inc. was merged into the Company, and SMTU was liquidated, thereby

becoming an operating division of the Company. Prior to the acquisition by the
Company, SMTU was consolidated under FASB Interpretation No. 46 ("FIN46R")
Consolidation of Variable Interest Entities.

In July 2005 the Company closed on the purchase of all of the outstanding
stock of Able, a company headquartered in Hayward California and its wholly
owned subsidiary, AbleMex S.A. de C.V., located in Tijuana, Mexico. Able is an
ISO 9001:2000 certified EMS company serving Original Equipment Manufacturers in
the life sciences, telecommunications and industrial electronics industries. The
acquisition of Able has allowed the Company to make strides towards achieving
four objectives: (1) to further diversify its markets, capabilities and customer
base, (2) adding a third low-cost manufacturing facility in Tijuana, Mexico, (3)
creating an opportunity to consolidate the California operations into one
facility, and (4) to generate incremental revenue from Able's customers as they
become familiar with the Company's broader array of services. The effective date
of the transaction was July 1, 2005. Able was merged into the Company beginning
in November 2005 and operates as a division of the Company. The purchase price
was approximately $16,800,000 and was recorded as a stock purchase transaction
in the first quarter of fiscal year 2006. The transaction was financed by the
Company's amended credit facility and resulted in an increase of approximately
$8,500,000 in goodwill.

In June 2005 the Company closed on the sale of its Las Vegas, Nevada
operation. The Las Vegas facility operated as a complete EMS center specializing
in the assembly of electronic products and cables for a broad range of customers
primarily in the gaming industry. The effective date of the transaction was May
30, 2005. The transaction was structured as an asset purchase, and included a
$2,000,000 cash payment to the Company for the buyer's purchase of the
machinery, equipment and other assets of the Las Vegas operation. The
transaction was recorded by the Company in the first quarter of fiscal year 2006
and included a gain on the transaction of approximately $311,000. The gain was
offset by a loss of approximately $383,000 from discontinued operations for the
Las Vegas operation for the period ended April 30, 2006.

The Company operates manufacturing facilities in Elk Grove Village,
Illinois; Las Vegas, Nevada;Hayward, California; Acuna and Tijuana, Mexico; and Wujiang, China.
The Company maintains materials sourcing offices in Elk Grove Village, Illinois;
Las Vegas,
Nevada; Acuna, Mexico;Hayward, California; and Taipei, Taiwan. The Company provides warehousing
services in Del Rio, Texas and Huntsville, Alabama.

In addition, the Company's
42.5% owned affiliate, SMTU, provides EMS in Fremont, California.

The Company is a Delaware corporation which was organized on November 16,
1993, and commenced businessoperations when it became the successor to all of the assets
and liabilities of SigmaTron L.P., an Illinois limited partnership, through a
reorganization on February 8, 1994.

PRODUCTS AND SERVICES

The Company provides a broad range of manufacturing related outsourcing
solutions for its customers on both a turnkey basis (material purchased by the
Company) and consignment basis (material provided by the customer). These
solutions incorporate the Company's knowledge and expertise in the EMS industry
to provide its customers with advanced manufacturing technologies and high
quality,
and responsive and flexible manufacturing services. The Company's EMS
solutions provide services from product inception through the ultimate delivery
of a finished good. Such technologies and services include the following:

Manufacturing and Related Services. As its customers experience greater
competition and shorter product life cycles in their respective industries, the
Company has responded by expanding its existing prototype services. The Company
provides quick-turnaround, turnkey prototype services at all of its locations.

Materials Procurement.Supply Chain Management. The Company is primarily a turnkey manufacturer
and directly sources all, or a substantial portion, of the components necessary
for its product assemblies, rather than receiving the raw materials from its
customers on consignment. Material procurementTurnkey services involve a greater investment in
resources and an increased inventory risk compared to consignment services.
Supply chain management includes the purchasing, management, storage and
delivery of raw components required for the manufacture or assembly of a
customer's product based upon the customer's orders. The Company procures
components from a select group of vendors which meet its standards for timely
delivery, high quality and cost effectiveness, or as directed by its customers.
Raw materials used in the assembly and manufacture of printed circuit boards and
electronic assemblies are generally available from several suppliers, unless
restricted by the customer. The Company does not enter into purchase agreements
with the majority of its major or single-source suppliers. The Company believes
ad-hoc negotiations with its suppliers provides the flexibility needed to source
inventory based on the needs of its customers.

The Company believes that its ability to source and procure competitively
priced, quality components is critical to its ability to effectively compete. In
addition to obtaining materials in North America, the Company utilizesuses its Taiwanese
procurement office and agents to source materials from the Far East. The Company
believes this office allows it to more effectively manage its relationships with
key suppliers in the Far East by allowingpermitting it to respond more quickly to
changes in market dynamics, including fluctuations in price, availability and
quality.

Assembly and Manufacturing. The Company's core business is the assembly of
printed circuit boards through the automated and manual insertion of components
ontoon to raw printed circuit boards. The Company offers its assembly services using
both pin-through-hole ("PTH") and surface mount ("SMT") interconnect
technologies at all of its manufacturing locations. SMT is an assembly process
which allows the placement of a higher density of components directly on both
sides of a printed circuit board. The SMT process is an advancement over the
mature PTH technology, which normally permits electronic components to be
attached to only one side of a printed circuit board by inserting the component
into holes drilled through the board. The SMT process allows original equipment
manufacturers ("OEMs") to use advanced circuitry, while at the same time
permitting the placement of a greater number of components on a printed circuit
board without having to increase the size of the board. By allowing increasingly
complex circuits to be packaged with the components in closer proximity to each
other, SMT greatly enhances circuit processing speed, and thus, board and system
performance.

The Company performs PTH assembly both manually and with automated
component insertion and soldering equipment. Although SMT is a more
sophisticated interconnect technology, the Company intends to continue providing
PTH assembly services for its customers because it believes that SMT will not
entirely eliminateas the need for PTH technology. The Company believes that OEMs
with products not limited by internal space constraints willCompany's customers continue to
favorrequire both PTH over SMT. SigmaTronand SMT capabilities. The Company is also capable of assembling
fine pitch and ball grid array ("BGA") components. BGA is used for more complex
circuit boards required to perform at higher speeds.

In additionManufacturing and Related Services. The Company offers The Restriction of
Use of Hazardous Substances ("RoHS") compliant assembly services in order to
printed circuit board assemblies,comply with the Company also
manufactures DC-to-AC inverters, coils, transformersEuropean Union environmental mandate that became effective
Mid-2006 and cable and harness
assemblies. These products are manufactured using both automated and
semi-automated preparation and insertion equipment and manualis currently performing RoHS compliant assembly techniques.services at each of
its manufacturing locations. The Company also provides quick turnaround, turnkey
prototype services at all of its locations. In Elk Grove Village, the Company
offers boxbuildtouch screen / LCD assembly services in a clean room environment. In
Acuna, Mexico, the Company offers parylene coating services. In Tijuana, Mexico,
the Company offers diagnostic, repair and rework services for power supplies. In
all locations, the Company offers box-build services, which integrate its
printed circuit board and other manufacturing and assembly technologies into
higher level sub-assemblies and end products. 4

Finally, the Company designs and
manufactures DC to AC inverters.

Product Testing. The Company has the ability to perform both in-circuit and
functional testing of its assemblies and finished products. In-circuit testing
verifies that the correct components have been properly inserted and that the
electrical circuits are complete. Functional testing determines if a board or
system assembly is performing to customer specifications. The Company
provides X-ray laminography services through its affiliate SMTU. The Company seeks to
provide customers with highly sophisticated testing services that are at the
forefront of current test technology.

Warehousing and Distribution. In response to the needs of select customers,
the Company has the ability to provide in-house warehousing, shipping and
receiving and customer brokerage services in Del Rio, Texas for goods
manufactured or assembled in Mexico and for goods manufactured for a customer in
Huntsville, Alabama.Acuna, Mexico. The Company also has the ability to
provide custom-tailored delivery schedules and services to fulfill the
just-in-time inventory needs of its customers.

MARKETS AND CUSTOMERS

The company'sCompany's customers are in the appliance, gaming, industrial
electronics, fitness, life sciences, semiconductor, telecommunications, consumer
electronics and automotive industries. As of April 30, 2004,2006, the Company had
approximately 160 active customers ranging from Fortune 500 companies to small,
privately held enterprises.

The following table shows, for the periods indicated, the percentage of net
sales to the principal end-user markets it serves.

PERCENT OF NET SALES
------------------------
TYPICAL FISCAL FISCAL FISCAL
MARKETS OEM APPLICATION 2002 2003 2004 2005 2006
- ------- --------------- ------ ------ ------

Appliances Household appliance controls 21.2% 30.2% 36.4% Gaming Slot machines, lighting displays 17.7 21.3 17.937.1% 37.6%

Fitness Treadmills, exercise bikes 13.4 18.5 20.0

Industrial Electronics Motor controls, power supplies 19.3 10.1 13.8 Fitness Treadmills, exercise bikes 15.8 13.7 13.415.6 18.8

Telecommunications Pagers, microphonesRouters 10.9 10.0 11.1

Life Sciences Clinical diagnostic systems and
modems 16.6 9.5 10.9instruments -- -- 5.0

Semiconductor Equipment Process control and yield management
solutions for semiconductor productions -- -- 3.9

Gaming Slot machines, lighting displays 17.9 11.6 2.3

Consumer Electronics Carbon monoxide alarms, tanning beds 8.3 13.3sprinkler systems,
battery backup sump pumps 7.1 6.4 1.1

Automotive Automobile interior lighting 1.1 1.9 .5
------ ------ ------0.5 0.8 0.2
---- ---- ----
Total 100% 100% 100%
100%==== ==== ====

For the fiscal year ended April 30, 2006, Spitfire Controls, Inc. and Life
Fitness accounted for 30.1% and 19.7%, respectively, of the Company's net sales.
For the fiscal year ended April 30, 2005, Spitfire Controls, Inc. and Life
Fitness accounted for 31.5% and 17.5%, respectively, of the Company's net sales.
For the fiscal year ended April 30, 2004, Spitfire Controls, Inc. and Life
Fitness accounted for 35.7% and 13.0%, respectively, of the Company's net sales.
ForAlthough the fiscal year ended April 30, 2003, Spitfire Controls, Inc. and Life
Fitness accounted for 27.2% and 13.3%, respectively, ofCompany does not have long term contracts with these two customers,
the Company's net sales.
In fiscal 2002, Spitfire Controls, Inc. and Life Fitness accounted for 20.7% and
15.2%, respectively, of net sales. The Company expects that these customers as a group these customers will continue to account for
a significant percentage of the Company's net sales, although the individual
percentages may vary from period to period.

SALES AND MARKETING

The Company markets its services through 1811 independent manufacturers'
representative organizations that together currently employ approximately 4936
sales personnel in the United States and Canada. Independent manufacturers'
representative organizations receive variable commissions based on orders
received by the Company and are assigned specific accounts, not territories. The
members of the Company's senior management are actively involved in sales and
marketing efforts and the Company has 5 direct sales people.

employees.

Sales volume and gross profit marginscan be a misleading indicator of the Company's financial performance.
Sales levels can vary considerably among customers and products depending on the
type of services (consignment and turnkey) rendered by the Company. Specifically, variationsCompany and the
demand by customers. 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 ordersaddition
to manufacturing services, the components and other materials used in assembly.
Turnkey contracts, in general, have a higher dollar volume of sales for turnkey services versus
consignment serviceseach
given assembly, owing to inclusion of the cost of components and variationsother materials
in net sales and cost of goods sold. Variations in the number of turnkey orders
for products with
high raw material costscompared to consignment orders can lead to significant fluctuations in the
Company's operating results. Further, customers' orders can be delayed, rescheduled or
canceled at any time, which can significantly impactrevenue levels. However, the operating resultsCompany does not believe that such
variations are a meaningful indicator of the Company. The abilityCompany's gross margins.
Consignment orders accounted for less than 5% of the Company's revenues for the
fiscal year ended April 30, 2006.

In the past, the timing and rescheduling of orders has caused the Company
to replaceexperience significant quarterly fluctuations in its revenue and earnings;
such delayed or lost sales in a short period
of time is not assured.fluctuations may continue.

MEXICO AND CHINA OPERATIONS

The Company's wholly owned subsidiary, Standard Components de Mexico, S.A,
a Mexican corporation, is located in Acuna, Coahuila Mexico, a border town
across the Rio Grande River from Del Rio, Texas, and is 155 miles west of San
Antonio. Standard Components de Mexico, S.A. was incorporated and commenced
operation in 1969.1968. The Company's wholly owned subsidiary AbleMex S.A. de C.V., a
Mexican corporation, is located in Tijuana, Baja California Mexico, a border
town across south of San Diego, California. AbleMex S.A. de C.V. was
incorporated and commenced operations in 2000. The Company believes that one of
the key benefits to having operations in Mexico is its access to cost-effective
labor resources while having geographic proximity to the United States.

The Company provides funds for salaries, wages, overhead and capital
expenditure items as necessary to operate Standard Components de Mexico, S.A.its wholly-owned Mexican and Chinese
subsidiaries. The Company provides funding to Standard Components de Mexico, S.A.its Mexican and Chinese
subsidiaries in U.S. dollars, which are exchanged for pesos and RMB as needed.
The fluctuation of the pesocurrencies from time to time, without an equal or greater
increase in Mexican inflation, has not had a material impact on the financial results of
the Company. In fiscal 2004year 2006 the Company paid approximately $9,400,000$12,040,000 to
Standard Components de Mexico,
S.A.its subsidiaries for services provided.

The Company's wholly owned foreign enterprise SigmaTron China is located in
Wujiang, China. Wujiang is located approximately 900 employees.

CHINA OPERATIONS15 miles south of Suzhou, China
and 60 miles west of Shanghai, China.

The Company has entered into an agreement with governmental authorities in
the economic development zone of Wujiang, Jiangsu Province, Peoples Republic of
China, pursuant to which the Company became the lessee of a parcel of land of
approximately nine U.S.100 Chinese acres. The term of the land lease is 50 years. Ayears
(Footnote K, contingencies). The Company built a manufacturing plant office
space and dormitories were builton this site during fiscal 2004. The manufacturing plant and
office space is approximately 80,000 square feet, which can be expanded if
conditions require it.require. SigmaTron China operates at this site as the Company's
wholly owned foreign enterprise. During the fourth quarter the plant started prototype and pilot production
in order to gain customer approval of our processes. Production is planned to
slowly ramp up during fiscal 2005. The plant has also started the process of
obtaining ISO registration. At April 30, 20042006, this operation had 192
employees.

SigmaTron China entered into a loan agreement in April 2005, which provides
for a line of credit from the China operationConstruction Bank. The interest rate under
the agreement is 5.76% and at April 30, 2006, SigmaTron China had 43
employees.$1,237,753
outstanding under the line of credit. The line of credit is collateralized by
the Company's building in Suzhou-Wujiang China and 60 of the 100 Chinese acres
leased at the property (Footnote K, contingencies). The loan was paid in full in
July 2006.

COMPETITION

The EMS industry is highly competitive and subject to rapid change.
Furthermore, both large and small companies compete in the industry, and many
have significantly greater financial resources, more extensive business
experience and greater marketing and production capabilities than the Company.
The significant competitive factors in this industry include price, quality,
service, timeliness, reliability, the ability to source raw components, and
manufacturing and technological capabilities. The Company believes it can
competitively provide all of these services.

In addition, the Company may be operating at a cost disadvantage compared
to manufacturers who have greater direct buying power with component suppliers
or who have lower cost structures. Current and prospective customers continually
evaluate the merits of manufacturing products internally and will from time to
time offer manufacturing services to third parties in order to utilize excess
capacity. During downturns in the electronics industry, OEMs may become more
price sensitive.

There can be no assurance that competition from existing or potential
competitors will not have a material adverse impact on the Company's business,
financial condition or results of operations. The introduction of lower priced
competitive products, or significant price reductions by the Company's competitors
or significant pricing pressures from its customers could result in price reductions that would adversely affect the
Company's business, financial condition, and results of operations, as would the
introduction of new technologies which render the Company's manufacturing
process technology less competitive or obsolete.

CONSOLIDATION

The consolidated financial statements include the accounts and transactions
of the Company, its wholly-owned subsidiaries, Standard Components de Mexico,
S.A. and AbleMex S.A. de C.V., its wholly owned foreign enterprise Wujiang
SigmaTron Electronics Co., LTD. and its procurement branch, SigmaTron Taiwan.
The functional currency of the Mexican subsidiaries, Chinese foreign enterprise
and Taiwanese procurement branch, is the U.S. dollar.

As a result of consolidation and other transactions involving competitors
and other companies in the Company's markets, the Company occasionally reviews
potential transactions relating to its business, products and technologies. Such
transactions could include mergers, acquisitions, strategic alliances, joint
ventures, licensing agreements, co-promotion agreements, financing arrangements
or other types of transactions. The Company completed one such transaction in
July 2005 with the acquisition of Able. In the future, the Company may choose to
enter into suchother transactions at any time depending on available sources of
financing, and such transactions could have a material impact on the Company,
its business or operations. Recent transactions are disclosed in Footnote L of
the financial statements included with this Annual Report on Form 10-K.

GOVERNMENTAL REGULATIONS

The Company's operations are subject to certain foreign, federal, state and
local regulatory requirements relating to environmental, waste management, labor
and health and safety matters. Management believes that the Company's business
is operated in material compliance with all such regulations. TheTo date, the cost
to the Company of such compliance to date has not had a material impact on the Company's
business, financial condition or results of operations. However, there can be no
assurance that violations will not occur in the future as a result of human
error, equipment failure or other causes. TheFurther, the Company cannot predict
the nature, scope or effect of environmental legislation or regulatory
requirements that could be imposed or how existing or future laws or regulations
will be administered or interpreted. Compliance with more stringent laws or
regulations, as well as more vigorous enforcement policies of regulatory
agencies, could require substantial expenditures by the Company and could have a
material impact on the Company's business, financial condition and results of
operations. In addition, effective mid-2006 the Company's customers must be in
compliance with the European Standard: the "Restriction of Use of Hazardous
Substance" directive for all of their products that ship to the European
marketplace. The Company has RoHS dedicated manufacturing capabilities at all of
its manufacturing operations.

BACKLOG

The Company's backlog as of April 30, 20042006, was approximately $38,600,000.
Backlog consists of contracts or purchase orders with delivery dates scheduled
within the next twelve months.$52,875,000.
The Company currently expects to ship substantially all of the remaining April
30, 20042006, backlog by the end of the 20052007 fiscal year. Backlog as of April 30,
20032005, totaled approximately $39,000,000.$44,000,000. Variations in the magnitude and
duration of contracts and purchase orders received by the Company and delivery
requirements generally may result in substantial fluctuations in backlog from
period to period. Because customers may cancel or reschedule deliveries, backlog
may not be a meaningful indicator of future revenue.

EMPLOYEES

The Company employed approximately 1,2552,140 people as of April 30, 2004,2006,
including 44106 engaged in engineering or engineering related services, 1,1101,805 in
manufacturing and 101229 in administrative and marketing functions.

The Company has a labor contract with Production Workers Union Local No.
10, AFL-CIO, covering the Company's workers in Elk Grove Village, Illinois which
expires on November 30, 2006. The Company's Mexican subsidiary, Standard
Components de Mexico S.A., has a labor contract with Sindicato De Trabajadores
de la Industra Electronica, Similares y Conexos del Estado de Coahuila, C.T.M.
covering the Company's workers in Acuna, Mexico which expires on January 15,
2005.2007.

Since the time the Company commenced operations, it has not experienced any
union relatedunion-related work stoppages. The Company believes its relations with both
unions and its other employees are good.

EXECUTIVE OFFICERS OF THE REGISTRANTS

NAME AGE POSITION
- ---- --- --------

Gary R. Fairhead 54 President and Chief Executive Officer. Gary R.
Fairhead has been the President of the Company since
January 1990. Gary R. Fairhead is the brother of
Gregory A. Fairhead.

Linda K. Blake 45 Chief Financial Officer, Vice President - Finance,
Treasurer and Secretary since February 1994.

Gregory A. Fairhead 50 Executive Vice President - Operations and Assistant
Secretary. Gregory A. Fairhead has been Executive
Vice President since February 2000 and Assistant
Secretary since 1994. Mr. Fairhead was Vice
President - Mexican Operations for the Company from
February 1990 to February 2000. Gregory A. Fairhead
is the brother of Gary R. Fairhead.

John P. Sheehan 45 Vice President - Director of Materials and Assistant
Secretary since February 1994.

Daniel P. Camp 57 Vice President - China Operation since 2003, and
General Manager/Vice President of Mexican Operations
from 1994 to 2003.

Raj B. Upadhyaya 51 Executive Vice President - Hayward / Tijuana since
2005. Mr. Upadhyaya was the Executive President of
the California operation from 2001 until 2005.

ITEM 1 A. RISK FACTORS

In addition toThe following risk factors should be read carefully in connection with
evaluating our business and the other risks identified herein, the Company's business
is subject toforward-looking information contained in this
Annual Report on Form 10-K. Any of the following risks:risks could materially
adversely affect our business, operations, industry or financial position or our
future financial performance. While the Company believes it has identified and
discussed below the key risk factors affecting its business, there may be
additional risks and uncertainties that are not presently known or that are not
currently believed to be significant that may adversely affect its business,
operations, industry, financial position and financial performance in the
future.

THE COMPANY'S ABILITY TO SECURE AND MAINTAIN SUFFICIENT CREDIT ARRANGEMENTS IS
KEY TO ITS CONTINUED OPERATIONS.

The ability of the Company to secure and maintain sufficient credit
arrangements is key to its continued operations. The Company entered into an Amended Loan and Security Agreement in January 2004,July
2005, which 7

providesprovided for a revolving credit facility. The maximum borrowing
limit under the amended revolving credit facility is limited to the lesser of:
(i) $13,000,000$17,000,000 or (ii) an amount equal to the sum of 85% of the receivable
borrowing base and the lesser of $6,500,000$8,500,000 or varying percentages of the
inventory base. The Amended Loan and Security Agreement expires on SeptemberJune 30,
20052008, and is subject toincludes certain financial covenants. The Amended Loan and

Security Agreement also provides a four year term loan in the amount of
$3,000,000. Interest on the term loan accrues at 5.75% and interest only is due
each quarter through June 30, 2006. Quarterly principal payments of $250,000 are
due beginning June 30, 2006.

In September 2005 the Company further amended the above described credit
facility to increase the revolving credit facility from $17,000,000 to
$22,000,000. The amended revolving credit facility is limited to the lesser of:
(i) $22,000,000 or (ii) an amount equal to the sum of 85% of the receivable
borrowing base and the lesser of $11,000,000 or varying percentages of the
inventory base.

At April 30, 20042006, the Company was in compliance with its financial
covenants and had no borrowings of $17,924,000 outstanding under this line of
credit.

On June 25, 2004 SMTU amended itscredit and a term note of $3,000,000 outstanding.

SigmaTron China entered into a loan and security agreement ("Agreement") covering its revolvingin April 2005, which provides
for a line of credit facility. Underfrom the amended terms of
the Agreement, the maximum borrowing limit is the lesser of (i) $3,000,000, or
(ii) an amount equal to the sum of (A) eighty-five percent (85%) of the net
amount eligible accounts receivable outstanding at such date; (B) fifty percent
(50%) of eligible inventory at such date and (C) fifty percent (50%) of the net
amount of foreign Solectron eligible accounts receivable outstanding at such
date; provided, however, that the aggregate amount of advances for eligible
inventory shall not exceed one million five hundred thousand dollars
($1,500,000) at any time and the aggregate amount of advances for foreign
Solectron eligible accounts receivable shall not exceed five hundred thousand
dollars ($500,000) at any time.China Construction Bank. The amended revolving credit facility matures on
July 31, 2005. Borrowingsinterest rate under
the revolving credit facility bear interest at
the bank's prime plus 2.0% (6.0%agreement is 5.76% and at April 30, 2004)2006, SigmaTron China had $1,237,500
outstanding under the line of credit. The line of credit is collateralized by
the Company's building in Suzhou-Wujiang China and 60 of the 100 Chinese acres
leased at the property (Footnote K, contingencies).

The Company is obligatedanticipates credit facilities, cash flow from operations and
leasing resources will be adequate to pay an annual commitment fee of 1/4 of 1.0% onmeet its working capital requirements in
fiscal year 2007. In the average daily unused portion
ofevent the revolving credit facility. The available portion of the revolving credit
facility at April 30, 2004 was $132,798.

In August 1999,business grows rapidly or the Company
entered into a guaranty agreement with SMTU's
lender to guaranteeconsiders an acquisition, additional financing resources could be necessary in
the obligation of SMTU under its revolving credit facility
to a maximum of $2,000,000 plus interest and related costs associated with the
enforcement of the guaranty. In connection with the guaranty agreement, one of
the limited partners of SMTU and a Vice President of SMTU have each executed a
guaranty to the lender to reimbursecurrent or future fiscal years. There is no assurance that the Company for upwill
be able to $500,000 of payments
made byobtain equity or debt financing at acceptable terms in the Company under its guaranty to the lender in excess of $1,000,000. In
addition, the limited partner has agreed to indemnify the Company for 50% of all
payments made on behalf of SMTU to the lender. The limited partner's obligation
to the Company under the indemnity is reduced dollar for dollar to the extent
the limited partner would otherwise be obligated to pay more than $1,000,000 as
a result of his guaranty to the lender. The amended revolving credit facility
expires on July 31, 2005 and no liability has been recorded by the Company
related to its guaranty.future.

THE COMPANY EXPERIENCES VARIABLE OPERATING RESULTS.

The Company's results of operations have varied and may continue to
fluctuate significantly from period to period, including on a quarterly basis.
Consequently, results of operations in any period should not be considered
indicative of the results for any future period, and fluctuations in operating
results may also result in fluctuations in the price of the Company's Common
Stock.common
stock.

The Company's quarterly and annual results may vary significantly depending
on numerous factors, many of which are beyond the Company's control. These
factors include:

- Changes in sales mix to customers

- Changes in availability and cost of components

- Volume of customer orders relative to capacity

- Market demand and acceptance of our customers' products

- Price erosion within the EMS marketplace

- Capital equipment requirements needed to remain technologically
competitive

THE COMPANY'S CUSTOMER BASE IS CONCENTRATED.

Sales to the Company's five largest customers accounted for 68%64%, 59%63% and
51%68% of net sales for the fiscal years ended April 30, 2006, 2005 and 2004,
2003respectively. Further, the Company's two largest customers accounted for 30.1%
and 2002,
respectively.19.7% of net sales, respectively, for the fiscal year ended April 30, 2006.
Significant reduction in sales to any of the Company's major customers or the
loss of a major customer could have a material impact on the Company's
operations. If the Company cannot replace canceled or reduced orders, sales will
decline, which could have a material impact on the results of operations.
8Although the Company believes its relationships with its large customers are
good, the Company generally does not enter into long-term contracts in
connection with the sale of its goods and services. There can be no assurance
that the Company will retain any or all of its large customers. This risk may be
further complicated by pricing pressures and intense competition prevalent in
our industry.

THERE IS VARIABILITY IN THE REQUIREMENTS OF THE COMPANY'S CUSTOMERS.

The Company does not generally obtain long-term purchase contracts. The
timing of purchase orders placed by the Company's customers is affected by a
number of factors, including variation in demand for the customers' products,
regulatory changes affecting customer industries, customer attempts to manage
inventory, changes in the customers' manufacturing strategies and customers'
technical problems or issues. Many of these factors are outside the control of
the Company.

THE COMPANY AND ITS CUSTOMERS MUSTMAY BE UNABLE TO KEEP CURRENT WITH THE INDUSTRY'S
TECHNOLOGICAL CHANGES.

The market for the Company's manufacturing services is characterized by
rapidly changing technology and continuing product development. The future
success of the Company's business will depend in large part upon its customers'
ability to maintain and enhance their technological capabilities, develop and
market manufacturing services which meet changing customer needs and
successfully anticipate or respond to technological changes in manufacturing
processes on a cost-effective and timely basis.

Effective mid-2006 the CompanyCompany's customers must be in compliance with the
European Standard; The Restriction of Use of Hazardous Substances directive ("RoHS")RoHS for all products shipped to the European marketplace.
The purpose of the directive is to restrict the use of hazardous substances in
electrical and electronic equipment and to contribute to the environmentally
sound recovery and disposal of waste electrical and electronic equipment. The Company is in the initial
stages of working in conjunction with its suppliers and customers to prepare for
the implementation of lead free wave solder and reflow systems.equipment waste. In
addition, electronic component manufacturers must produce electronic components
which are lead free.lead-free. The Company relies on numerous third-party suppliers for
components used in the Company's production process. Customer'sCustomers' specifications
may require the Company to obtain components from a single source or a small
number of suppliers. There is no assurance these suppliers will comply with
RoHS. The inability to utilize any such suppliers could have a material impact
on the Company's results of operations.

THE COMPANY HASFACES INTENSE INDUSTRY COMPETITION.COMPETITION AND DOWNWARD PRICING PRESSURES.

The EMS industry is highly fragmented and characterized by intense
competition. Many of the Company's competitors have substantially greater
experience, as well as greater manufacturing, purchasing, marketing and
financial resources than the Company.

There can be no assurance that competition from existing or potential
competitors will not have a material adverse impact on the Company's business,
financial condition or results of operations. The introduction of lower priced
competitive products, significant price reductions by the Company's competitors
or significant pricing pressures from its customers could adversely affect the
Company's business, financial condition, and results of operations.

THE COMPANY HAS FOREIGN OPERATIONS THAT MAY POSE ADDITIONAL RISKS.

A substantial part of the Company's manufacturing operations is based in
Mexico. Therefore, the Company's business and results of operations are
dependent upon numerous related factors, including the stability of the Mexican
economy, the political climate in Mexico and Mexico's relations with the United
States, prevailing worker wages, the legal authority of the Company to own and
operate its business in Mexico and the ability to identify, hire, train and
retain qualified personnel and operating management in Mexico.

The Company has opened an operation in China in order to better support and
grow its customer base. It is uncertain whether the China operation will have a
material impact, either positive or negative, on the Company's business,
financial condition and results of operations. The success of the operation is
dependent on the Company's ability to obtain new business; its ability to hire and train
qualified personnelpersonnel; and to implement an efficient manufacturing environment.
Other factors could have a material impact on the business, including the
Chinese political climate and its relations with the United States, stability of
the Chinese economy and the need for additional capital to expand operations in
China, and effects of public health
issues (e.g., Severe Acute Respiratory Syndrome or SARS).China.

The Company obtains many of its materials and components through its office
in Taipei, Taiwan and, therefore, the Company's access to these materials and
components is dependent on the continued success of its Asian suppliers.

INABILITY TO MANAGE GROWTH.

The Company may not effectively manage its growth and successfully
integrate the management and operations of its recent Able acquisition.
Acquisitions involve significant financial and operating risks that could have a
material adverse effect on the Company's results of operations.

DISCLOSURE AND INTERNAL CONTROLS.

The Company's management, including the CEO and CFO, do not believe that
its disclosure controls and internal controls will prevent all errors and all
fraud. Controls can provide only reasonable assurance that the procedures will
meet the control objectives. The limitations include errors and mistakes can be
made, including faulty judgments in decision-making. Further, controls can be
circumvented by collusion of two or more people or by management override of
controls. Because of the limitations of a cost effective control system, error
and fraud may occur and not be detected.

THERE IS A RISK OF FLUCTUATION OF VARIOUS CURRENCIES INTEGRAL TO THE COMPANY'S
OPERATIONS.

The Company purchases some of its material components and funds some of its
operations in foreign

currencies. From time to time the currencies fluctuate
against the U.S. dollar. Such fluctuations could have a measurable impact on the
Company's operations and performance. These fluctuations are expected to
continue. The Company does not utilize derivatives or hedge foreign currencies
to reduce the risk of such fluctuations.

THE AVAILABILITY OF RAW COMPONENTS MAY AFFECT THE COMPANY'S OPERATIONS.

THE COMPANY IS DEPENDENT ON KEY PERSONNEL.

The Company depends significantly on its President and Chief Executive
Officer, Gary R. Fairhead, and on other executive officers. The loss of the
services of any of these key employees could have a material impact on the
Company's business and results of operations. In addition, despite significant
competition, continued growth and expansion of the Company's contract
manufacturingEMS business will
require that it attract, motivate and retain additional skilled and experienced
personnel. The inability to satisfy such requirements could have a negative
impact on the Company's ability to remain competitive in the future.

FAVORABLE LABOR RELATIONS ISARE IMPORTANT TO THE COMPANY.

The Company currently has labor union contracts with certainits employees
constituting approximately 70% of its employees.workforce. Although the Company believes
its labor relations are good, any labor disruptions, whether union-related or
otherwise, could significantly impair the Company's business, substantially
increase the Company's costs or otherwise have a material impact on the
Company's results of operations.

FAILURE TO COMPLY WITH ENVIRONMENTAL REGULATIONS COULD SUBJECT THE COMPANY TO
LIABILITY.

The Company is subject to a variety of environmental regulations relating
to the use, storage, discharge and disposal of hazardous chemicals used during
its manufacturing process. Any failure by the Company to comply with present or
future regulations could subject it to future liabilities or the suspension of
production which could have a material negative impact on the Company's results
of operations.

THE PRICE OF THE COMPANY'S STOCK IS VOLATILE.

The price of the Company's Common Stockcommon stock historically has experienced
significant volatility due to fluctuations in the Company's revenue and
earnings, other factors relating to the Company's operations, the market's
changing expectations for the Company's growth, overall equity market conditions
and other factors unrelated to the Company's operations. In addition, the
limited float of the Company's Common Stockcommon stock and the limited number of market
makers also affect the volatility of the Company's Common Stock.common stock. Such
fluctuations are expected to continue.

THE COMPANY HAS MADE INVESTMENTS IN AND ADVANCES TO AFFILIATES.

In August 1999, the Company entered into a guaranty agreement with SMTU's
lender to guarantee the obligation of SMTU under its revolving line of credit to
a maximum of $2,000,000 plus interest and related costs associated with the
enforcement of the guaranty. In connection with the guaranty agreement, one of
the limited partners of SMTU and a Vice President of SMTU have each executed a
guaranty to the lender to reimburse the Company for up to $500,000 of payments
made by the Company under its guaranty to the lender in excess of $1,000,000. In
addition, the limited partner has agreed to indemnify the Company for 50% of all
payments made on behalf of SMTU to the lender. The limited partner's obligation
to the Company under the indemnity is reduced dollar for dollar to the extent
the limited partner would otherwise be obligated to pay more than $1,000,000 as
a result of his guaranty to the lender. The amended revolving line of credit
expires on July 31, 2005 and no liability has been recorded by the Company
related to its guaranty.

The Company also has guaranteed lease obligations of approximately
$114,000 for SMTU. The Company has been indemnified by one of the other limited
partners in the amount of $57,000 for the guaranteed lease obligations and no
liability has been recorded by the Company related to its guaranty.

The Company adopted the provisions of FASB Financial Interpretation No.
46R ("FIN 46R"), Consolidation of Variable Interest Entities as of November 1,
2003 as it relates to its 42.5% owned affiliate SMTU and consolidated SMTU in
the accompanying financial statements and footnotes to the financial statements
from the earliest date reported.

BEING A PUBLIC COMPANY INCREASES OURTHE COMPANY'S ADMINISTRATIVE COSTS.

The Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), as well as rules
subsequently implemented by the Securities and Exchange Commission and listing
requirements subsequently adopted by Nasdaq in response to Sarbanes-Oxley, have
required changes in corporate governance practices, internal control policies
and audit committee practices of public companies. These new rules, regulations,
and requirements have increased the company's legal, financial compliance and
administrative costs, and made many other activities more time consuming and
costly. Specifically, the Company's ability to become compliant with
Sarbanes-Oxley Section 404, Internal Control Over Financial Reporting, may be
very costly. These new rules and regulations have also made it more difficult
for the Company to obtain director and officer liability insurance. These new
rules and regulations could also make it more difficult for us to attract and
retain qualified members of our board of directors, particularly to serve on its
audit committee.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

At April 30, 2006, the Company had manufacturing facilities located in Elk
Grove Village, Illinois; Hayward, California and Acuna and Tijuana, Mexico and
Wujiang, China. In addition, the Company provides inventory management services
through its Del Rio, Texas, warehouse facilities and materials procurement
services through its Elk Grove Village, Illinois; Acuna, Mexico; Hayward,
California; and Taipei, Taiwan offices and a warehouse facility in Huntsville,
Alabama.

Certain information about the Company's manufacturing, warehouse and
purchasing facilities is set forth below:

SQUARE OWNED/
LOCATION FEET SERVICES OFFERED LEASED
-------- ------- ------------------------------------------------------------ ------

Suzhou-Wujiang, China 147,500 High volume assembly, and testing of PTH and SMT, box-build *

Hayward, CA 126,000 Assembly and testing of PTH, SMT and BGA, box-build, Leased
prototyping, warehousing

Elk Grove Village, IL 118,000 Corporate headquarters, assembly and testing of PTH, SMT and Owned
BGA, box-build, prototyping, warehousing

Acuna, Mexico 115,000 High volume assembly, and testing of PTH and SMT, box-build, Owned
transformers **

Las Vegas, NV 38,250 N/A Leased
***

Del Rio, TX 36,000 Warehouse, portion of which is bonded Leased

Tijuana, Mexico 26,500 High volume assembly, and testing of PTH and SMT, box-build Leased

Fremont, CA 24,500 N/A Leased
****

Taipei, Taiwan 2,900 Materials procurement, alternative sourcing assistance and Leased
quality control

Huntsville, AL ** Just-in-time inventory management and delivery *****

* The Company's Wujiang, China building is owned by the Company and the land
is leased from the Chinese government for a 50 year term (Footnote K,
contingencies).

** A portion of the facility is leased.

*** During fiscal year 2006 the Las Vegas operation was sold. The Company
continues to be obligated under the primary lease agreement for the
facility and sublets the property to other occupants.

**** In fiscal year 2006 the Fremont operation was consolidated into the Hayward
operation. The Company continues to be obligated under the primary lease
until December 31, 2006.

***** There is no lease for this facility. The Company has entered into a
service agreement whereby contracted warehouse personnel provide services
for the Company and its customer.

The Hayward, California and Tijuana, Mexico properties and a portion of the
Del Rio, Texas property are occupied pursuant to leases of the premises. The
lease agreements for the Nevada, Texas and California properties expire October
2009, December 2015 and September 2010, respectively. The Alabama space is
provided under a service agreement. The Company's manufacturing facilities
located in Acuna, Mexico and Elk Grove Village, Illinois are owned by the
Company, except for a portion of the facility in Mexico, which is leased. The
properties in Acuna, Mexico and Illinois are financed under separate mortgage
agreements, which mature in November 2008. The Company, through an agent, leases
the purchasing and engineering office in Taipei, Taiwan to coordinate Far East
purchasing and design activities.

The Company is considering expanding its Tijuana and Acuna manufacturing
operations during fiscal 2007. All facilities are adequately insured.

ITEM 3. LEGAL PROCEEDINGS

On May 25, 2001, Nancy Messina, a former employee of the Company, filed a
lawsuit against the Company in the United States District Court for the Northern
District of Illinois, Eastern Division, asserting claims of sexual harassment
and gender discrimination under Title VII of the Civil Rights Act of 1964 and

claims of violation of the Federal Equal Pay Act. In November 2005 the Company
and the plaintiff settled the lawsuit upon the Company's payment of a nominal
amount to be applied to the plaintiff's legal expenses.

From time to time the Company is involved in legal proceedings, claims or
investigations that are incidental to the conduct of the Company's business. In
future periods, the Company could be subjected to cash cost or non-cash charges
to earnings if any of these matters is resolved on unfavorable terms. However,
although the ultimate outcome of any legal matter cannot be predicted with
certainty, based on present information, including our assessment of the merits
of the particular claim, the Company does not expect that these legal
proceedings or claims will have any material adverse impact on its future
consolidated financial position or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders in the fourth quarter
of fiscal year 2006.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

The Company's common stock is traded on the Nasdaq Capital Market System
under the symbol SGMA. The following table sets forth the range of quarterly
high and low bid information for the common stock for the periods ended April
30, 2006, and 2005.

Common Stock as Reported
by Nasdaq

Period High Low
- ------ ------ ------

Fiscal 2006:
Fourth Quarter $12.03 $ 8.60
Third Quarter 12.34 6.61
Second Quarter 11.17 6.15
First Quarter 11.96 9.75

Fiscal 2005:
Fourth Quarter $12.93 $10.70
Third Quarter 14.73 10.83
Second Quarter 11.74 8.52
First Quarter 14.60 8.75

As of July 14, 2006, there were approximately 65 holders of record of the
Company's common stock, which does not include shareholders whose stock is held
through securities position listings. The Company estimates there to be
approximately 2,550 beneficial owners of the Company's common stock.

The Company has not paid cash dividends on its common stock since
completing its February 1994 initial public offering and does not intend to pay
any dividends in the foreseeable future. So long as any indebtedness remains
unpaid under the Company's revolving loan facility (Footnote G), the Company is
prohibited from paying or declaring any dividends on any of its capital stock,
except stock dividends, without the written consent of the lender under the
facility.

ITEM 6. SELECTED FINANCIAL DATA

Years Ended April 30
(In thousands except per share data)
------------------------------------------------
2002 2003 2004 2005 *2006
------- ------- ------- ------- --------

Net Sales $84,798 $84,342 $84,178 $94,312 $124,786
Income before income tax
expense (benefit), minority
interest and discontinued operations 745 6,432 8,446 8,150 2,862

Net Income from continuing
operations 315 4,063 4,934 4,840 1,926

Net Income (loss) from discontinued
operation 1,227 1,651 467 (141) (44)

Net Income 1,542 5,714 5,406 4,699 1,882

Earnings (loss) per share-basic
Continuing operations 0.11 1.41 1.44 1.29 0.51
Discontinued operations 0.43 0.57 0.14 (0.04) (0.01)
------- ------- ------- ------- --------
Total 0.54 1.98 1.58 1.25 0.50
======= ======= ======= ======= ========
Earnings (loss) per share-diluted
Continuing operations 0.11 1.21 1.39 1.27 0.49
Discontinued operations 0.41 0.49 0.14 (0.04) (0.01)
------- ------- ------- ------- --------
Total 0.52 1.70 1.53 1.23 0.48
======= ======= ======= ======= ========

Total assets 51,809 53,400 62,998 66,543 98,940

Long-term debt and capital lease
obligations (including current
maturities 17,514 9,911 7,025 7,194 30,396

* The financial data for 2006 includes the Hayward and Tijuana operation,
which were acquired in July 2005.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

In addition to historical financial information, this discussion of the
business of the Company and other Items in this Annual Report on Form 10-K
contain forward-looking statements concerning the Company's business or results
of operations. Words such as "continue," "will," "expects," "believe," "plans,"
and similar expressions identify forward-looking statements. These
forward-looking statements are based on the current expectations of management
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 risks and
uncertainties inherent in the Company's business, including our continued
dependence on certain significant customers; the continued market acceptance of
products and services offered by the Company and its customers; pricing
pressures from our 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 our operating results; the variability of our
customers' requirements; the availability and cost of necessary components and
materials; the Company's ability to continue to produce products that are in
compliance with the European Standard of "Restriction of Use of Hazardous
Substance ("RoHS") by mid-2006; the ability of the Company and our customers to
keep current with technological changes within our industries; regulatory
compliance; the continued availability and sufficiency of our credit
arrangements; changes in U.S., Mexican, Chinese or Taiwanese regulations
affecting the Company's business; the continue stability of the U.S., Mexican,
Chinese and Taiwanese economic systems, labor and political conditions; and the
ability of

the Company to manage its growth, including its expansion into China and its
integration of the Able Electronic Corporation ("Able") operation acquired in
July 2005. 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 herein 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
EMS, which includes printed circuit board assemblies and completely assembled
(box-build) 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 the North America, China and Taiwan.

As the demand for electronic products has continued to increase over the
past several months, the lead-time for many components has increased. Pricing
for some components and related commodities has escalated due to the increased
demand and the transition to RoHS components and may continue to increase in the
future periods. The impact of these price increases could have a negative 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. The Company does not enter into
purchase agreements with major or single-source suppliers. The Company believes
that ad-hoc negotiations with its suppliers provides flexibility, given that the
Company's orders are based on the needs of its customers, which constantly
change.

The Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), as well as new rules
subsequently implemented by the Securities and Exchange Commission and new
listing requirements subsequently adopted by Nasdaq in response to
Sarbanes-Oxley, have required changes in corporate governance practices,
internal control policies and audit committee practices of public companies.
These new rules, regulations, and requirements have significantly increased the company's
legal expenses, financial compliance and administrative costs, and made many other
activities more time consuming and costly.costly and diverted the attention of senior
management. These new rules and regulations have also made it more difficult and more expensive for
the Company to obtain director and officer liability insurance. These new rules
and regulations could also make it more difficult for us to attract and retain
qualified members offor our board of directors, particularly to serve on itsour audit
committee. ITEM 2. PROPERTIES

The Company has manufacturing facilities located in Elk Grove Village,
Illinois; Las Vegas, Nevada; Wujiang, China; Fremont, California and Acuna,
Mexico. In addition, if the Company provides inventory management services throughreceives a qualified opinion on the
adequacy of its Del Rio, Texas, warehouse facilities and materials procurement services
through its Elk Grove Village, Illinois; Las Vegas, Nevada; Acuna, Mexico; and
Taipei, Taiwan offices and a warehouse facilityinternal control over financial reporting, shareholders could
lose confidence in Huntsville, Alabama.

Certain information aboutthe reliability of the Company's manufacturing, warehousefinancial statements, which
could have a material adverse impact on the value of the Company's stock.

Sales can be a misleading indicator of the Company's financial performance.
Sales levels can vary considerably among customers and purchasing facilities is set forth below:

SQUARE OWNED/
LOCATION FEET SERVICES OFFERED LEASED
- --------------------- ------- -------------------------------------------------------- ------

Elk Grove Village, IL 118,000 Corporate Headquarters, assembly and testing of PTH, SMT
and BGA, box-build, prototyping, warehousing Owned

Acuna, Mexico 115,000 High volume assembly, and testing of PTH and SMT,
box-build, transformers ***

Wujiang, China 147,500 High volume assembly, and testing of PTH and SMT,
box-build *

Las Vegas, NV 38,250 Automatic insertion and cable assembly, PTH, SMT and Leased
testing

Del Rio, TX 36,000 Warehouse, portion of which is bonded Leased

Taipei, Taiwan 2,900 Materials procurement, alternative sourcing assistance Leased
and quality control

Huntsville, AL ** Just-in-time inventory management and delivery **

*The Company's Wujiang, China building is ownedproducts depending on the
type of services (consignment and turnkey) rendered by the Company and the
land is
leased with a 50 year term.

**There is no lease for this facility. The Company has entered into a service
agreement whereby contracted warehouse personnel provide services fordemand by customers. 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 customer.

***A portionlabor, 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 facility is leased.

The Las Vegas, Nevadacost of components and other materials
in net sales and cost of goods sold. Variations in the number of turnkey orders
compared to consignment orders can lead to significant fluctuations in the
Company's revenue levels. However, the Company does not believe that such
variations are a portionmeaningful indicator of the Del Rio, Texas property are
occupied pursuant to leasesCompany's gross

margins. Consignment orders accounted for less than 5% of the premises. The lease agreementCompany's revenues
for the Nevada
and Texas properties expire October 2009 and December 2015, respectively. The
Alabama space is provided under a service agreement. The Company's manufacturing
facilities located in Acuna, Mexico and Elk Grove Village, Illinois are owned by
the Company, except for a portion of the facility in Mexico, which is leased.
The properties in Mexico and Illinois are financed under separate mortgage
agreements, which mature in November 2008. The Company, through an agent, leases
the purchasing and engineering office in Taipei, Taiwan to coordinate Far East
purchasing and design activities.

In addition, SMTU leases a facility in Fremont, California totaling 24,500
square feet. The Company has guaranteed lease payments of approximately $114,000
for SMTU, and has been indemnified by one of the SMTU limited partners to the
extent of 50% of the lease payment guaranty.

ITEM 3. LEGAL PROCEEDINGS

During the fiscal year ended April 30, 2002,2006.

In the past, the timing and rescheduling of orders have caused the Company
received a Charge
of Discrimination from the Equal Employment Opportunity Commission regarding a
former employee claiming unspecified damages resultingto experience significant quarterly fluctuations in a lawsuit being filed
against the Company. The Company believes that it has meritorious defenses to
the chargesits revenues and is defending itself vigorously in this action. Although the
charges do not specify a dollar amount, based on information presently available
to the Company, the Company believes that the resolution of these charges will
not have a material adverse effect on the financial condition or results of the
operations of the Company.

During the fiscal year ended April 30, 2003, a lawsuit was filed by the
liquidating trustee of Circuit Systems, Inc. ("CSI") against Gary R. Fairhead,
President and CEO of the Company and a former director of CSI ("Fairhead"), and
other former directors of CSI, alleging, in part, that Fairhead had breached his
fiduciary duty to CSI and its stockholders in a number of respects. Fairhead
joined the CSI Board in 1995, resigning in early 2001. Fairhead has indicated to
the Company that the Company may have a duty under certain circumstances to (i)
indemnify him against all expenses, including legal fees, judgments and amounts
paid in settlement actually incurred by him in connection with the CSI lawsuit,
and (ii) advance his costs incurred in defending against these claims. Fairhead
has not made any request to the Company for indemnity or advancement of expenses
in the lawsuit,earnings,
and the Company has taken no position on either issue.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submittedexpects such fluctuations to a vote of security holders in the fourth
quarter of fiscal 2004.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

NAME AGE POSITION
---- --- --------

Gary R. Fairhead 52 President and Chief Executive Officer.
Gary R. Fairhead has been the President of the Company since January
1990. Gary R. Fairhead is the brother of Gregory A. Fairhead.

Linda K. Blake 43 Chief Financial Officer, Vice President - Finance, Treasurer and
Secretary since February 1994.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT- CONTINUED

NAME AGE POSITION
---- --- --------

Gregory A. Fairhead 48 Executive Vice President - Operations and Assistant Secretary.
Gregory A. Fairhead has been Executive Vice President since February
2000 and is Assistant Secretary. Mr. Fairhead was Vice President -
Mexican Operations for the Company from February 1990 to February
2000. Gregory A. Fairhead is the brother of Gary R. Fairhead.

John P. Sheehan 43 Vice President - Director of Materials and Assistant Secretary since
February 1994.

Daniel P. Camp 55 Vice President - China Operation since 2003, Mr. Camp was the General
Manager/Vice President of Mexican Operations from 1994 to 2003.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

The Company's Common Stock is traded on the Nasdaq SmallCap System under
the symbol SGMA. The following table sets forth the range of quarterly high and
low bid information for the Common Stock for the periods ended April 30, 2004
and 2003.

Common Stock as Reported
by Nasdaq

Period High Low
------ ---- ---

Fiscal 2004:
Fourth Quarter $25.890 $ 9.900
Third Quarter 33.860 16.000
Second Quarter 28.500 12.800
First Quarter 14.990 5.630

Fiscal 2003:
Fourth Quarter $ 7.350 $ 3.650
Third Quarter 4.800 3.270
Second Quarter 5.090 2.900
First Quarter 4.250 2.470

As of July 9, 2004, there were approximately 70 holders of record of the
Company's Common Stock, which does not include shareholders whose stock is held
through securities position listings. The Company estimates there to be
approximately 1,500 beneficial owners of the Company's Common Stock.

The Company has not paid cash dividends on its Common Stock since
completing its February 1994 initial public offering and does not intend to pay
any dividends in the foreseeable future. So long as any indebtedness remains
unpaid under the Company's revolving loan facility, the Company is prohibited
from paying or declaring any cash or other dividends on any of its capital
stock, except stock dividends, without the written consent of the lender under
the facility.

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

Years Ended April 30
--------------------
(In thousands except per share data)

2000 2001 2002 2003 2004
---- ---- ---- ---- ----

Net Sales $114,203 $120,798 $102,293 $105,824 $100,494

Income (loss) before income tax
expense (benefit) and minority
interest 1,360 <1,856> 2,486 9,023 9,219

Net income (loss) 767 <1,156> 1,542 5,715 5,406

Total Assets 65,316 68,818 51,809 53,400 62,998

Long-term debt and capital lease
obligations (including current
maturities) 27,620 30,930 17,514 9,911 7,025

Net income (loss) per common share-
Basic $ 0.27 $ <0.40> $ 0.54 $ 1.98 $ 1.58

Net income (loss) per common share-
Diluted $ 0.27 $ <0.40> $ 0.52 $ 1.70 $ 1.53

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONScontinue.

CRITICAL ACCOUNTING POLICESPOLICIES

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.inventory and valuation of
goodwill. 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.shipped to the customer. 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. Periodicallyorder except for consignment inventory. Consignment inventory is
held onshipped from the Company to an independent warehouse for storage or shipped
directly to the customer and stored in a segregated part of the customer's own
facility. Upon the customer's request for inventory, the consignment and revenueinventory
is recognized
whenshipped to the product is consumedcustomer if the inventory was stored offsite or transferred
from the segregated part of the customer's facility for consumption, or use, by
the Company's customer. BasedThe Company recognizes revenue upon such transfer. The Company
does not earn a fee for storing the consignment inventory. The Company provides
a ninety (90) day warranty for workmanship only and does not have any
installation, acceptance or sales incentives, although the Company has
negotiated extended warranty terms in certain instances. The Company assembles
and tests assemblies based on customers' specifications. Historically the amount
of returns for workmanship issues has been de minimus under the Company's
history of providing contract manufacturing services, we believe that
collectibility is reasonably assured.

standard or extended warranties. Any returns for workmanship issues received
after each period end are accrued in the respective financial statements.

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 assumptions about future product demand and market
conditions. Actual product demand or market conditions could be different than
that 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.

Goodwill and Other Intangibles - The Company adopted on June 1, 2001, SFAS
No. 141 "Business Combinations". Under SFAS No. 141, a purchaser must allocate
the total consideration paid in a business combination to the acquired tangible
and intangible assets based on their fair value. The Company adopted SFAS No.
142, "Goodwill and Other Intangible Assets" effective January 1, 2002. Goodwill
represents the purchase price in excess of the fair value of assets acquired in
business combinations. Statement of Financial Accounting Standards (SFAS) No.
142, "Goodwill and Other Intangible Assets", requires the Company to assess
goodwill for impairment at least annually in the absence of an indicator of
possible impairment and immediately upon an indicator of possible impairment.
During the fourth quarter of 2006 the Company

completed its annual assessment of impairment regarding the goodwill recorded.
That assessment, supported by independent appraisals did not identify any
impairment as of April 30, 2006.

NEW ACCOUNTING STANDARDS

ConsolidationIn June 2006 FASB Interpretation 48 "Accounting for Uncertainty in Income
Taxes" was issued which clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with FASB
Statement No. 109, Accounting for Income Taxes. This Interpretation prescribes a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of variablea tax position taken or expected to be taken in a
tax return. This Interpretation also provides guidance on de-recognition,
classification, interest entities - FIN 46Rand penalties, accounting in interim periods,
disclosure, and transition.

This Interpretation is an interpretationeffective for fiscal years beginning after December
15, 2006, and earlier application of the provisions of this Interpretation is
encouraged if the enterprise has not yet issued financial statements, including
interim financial statements, in the period this Interpretation is adopted. The
Company has not yet determined the impact of FASB Interpretation 48 on its
financial statements.

On June 1, 2005, the FASB issued Statement No. 154, Accounting Research BulletinChanges and
Error Corrections, a replacement of APB Opinion No. 5120 and revisesFASB Statement No. 3
(SFAS 154). The statement applies to all voluntary changes in accounting
principles, and changes the requirements for consolidation by business enterprisesaccounting for and reporting of variable interest entities. FIN 46R
applies immediately to variable interest entities created after January 31, 2003
and to variable interest entitiesa
change 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.accounting principles. The Company adopted FIN 46RSFAS 154 at December 31,
2005, there is no material change to the Company's operating results as a result
of Novemberthis adoption.

In December 2004 the Financial Accounting Standards Board issued SFAS No.
123 (revised 2004), Share-Based Payment ("SFAS 123(R)"). The Company adopted
SFAS 123(R) on May 1, 2003 as it relates2006. SFAS 123(R) requires the Company to its 42.5% owned affiliate SMTU.measure the cost
of employee services received in exchange for an equity award based on the grant
date fair value. The accompanyingcost will be recognized in financial statements includeas an
expense over the period during which an employee is required to provide service.
The Company has determined that the adoption SFAS 123(R) will not have a
significant impact on its financial position, and results of operations, EPS 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 provision 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.

CAUTIONARY NOTE:

The following discussion provides an analysis of the Company's financial
condition and results of operations, and should be read in conjunction with the
Selected Consolidated Financial Data and the Consolidated Financial Statements
of the Company, and the Notes thereto, appearing in this Annual Report on Form
10-K, as well as in conjunction with the cautionary note concerning
forward-looking information which appears at the beginning of Item 1 and the
risk factors which appear at the end of Item 1.

OVERVIEW

The Company operates in one business segment as an independent provider of
EMS, which includes printed circuit board assemblies and completely assembled
(boxbuild) electronic products. In connection with the production of its
assembled products the Company 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 in the short term 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.

On December 21, 2004, FSP FAS 109-2, "Accounting and Disclosure Guidance
for the Foreign Earnings Repatriation Provision within the American Jobs
Creation Act of 2004 ("Act")," was issued. FSP FAS 109-2 provides companies
additional time, beyond the financial reporting period during which the Act took
effect, to evaluate the Act's impact on a company's plan for reinvestment or
repatriation of certain foreign earnings for purposes of applying Statement 109.
FSP FAS 109-2 was effective upon issuance. Based on the Company's analysis of
the repatriation provision of the Act, although not yet finalized, it is
unlikely that the Company may be requiredhad any foreign earnings to operate at a cost disadvantage compared to
competitors who have greater direct buying power from suppliers.

Sales volume can be misleading as an indication ofrepatriate, and
accordingly, the Company's financial performance. Gross profit margins can vary considerably among customers and
products dependingstatements do not reflect any provisions for taxes on
unremitted foreign earnings. The impact on the typeCompany has not been material.

In November 2004 the FASB issued SFAS No. 151, "Inventory Costs - an
amendment of services rendered byARB No. 43, Chapter 4." This statement amends the Company. Variationsguidance in
Accounting Research Bulletin (ARB) No. 43, Charter 4, "Inventory Pricing," to
clarify the numberaccounting for abnormal amounts of turnkey orders compared to consignment orders can lead to
significant fluctuations inidle facility expense, freight,
handling costs and wasted material (spoilage) and requires that those items be
recognized as current-period charges regardless of whether they meet the
Company's revenue levels and margins. Further,
generally customers' orders can be delayed, rescheduled or canceled at any time,
which can significantly impact the operating resultscriterion of the Company. In
addition, the ability to replace such delayed or lost sales in a short period of
time cannot be assured.

As a manufacturing company, the Company includes all fixed manufacturing
overhead in cost of products sold."abnormal." The inclusionstatement also requires that allocation 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 onproduction overheads to the cost of goods soldconversion be based on the normal capacity
of the production facilities. The provisions of this statement are effective for
inventory costs incurred during fiscal years beginning after June 15, 2005 (as
of May 1, 2006, for the Company) and are to be applied prospectively. The
Company does not believe the resulting gross profit asimpact will be material.

On October 22, 2004, the President signed the American Jobs Creation Act of
2004 ("the Act"). The Act provides a percentagededuction from income from qualified
domestic production activities, which will be phased in from 2005 through 2010.
In return, the Act also provides for a two-year phase-out (except for certain
pre-existing binding contracts) of net sales. Consignment orders requirethe existing Extraterritorial Income ("ETI")
exclusion tax benefit for foreign sales which the World Trade Organization
("WTO") ruled was an illegal export subsidy. The European Union ("EU") believes
that the Act fails to adequately repeal the illegal export subsidies because of
the transitional

provisions and has asked the WTO to review whether these transitional provisions
are in compliance with their prior ruling. Additionally, the Act creates a
temporary incentive for U.S. corporations to repatriate accumulated income
earned abroad by providing an 85% dividend received deduction for certain
dividends from controlled foreign corporations. The impact on 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 contracts typically have
lower gross margins due to the large material content. Historically, more than
90% of the Company's sales havehas
not 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.material.

RESULTS OF OPERATIONS:

FISCAL YEAR ENDED APRIL 30, 20042006 COMPARED
TO FISCAL YEAR ENDED APRIL 30, 20032005

Net sales decreased 5%increased 32.3% to $100,494,122$124,786,476 in fiscal 2004year 2006 from
$105,824,257$94,312,573 in the prior year. The Company's sales decreasedincreased in the consumerindustrial
electronics, gamingfitness, life sciences, semiconductor and appliance marketplaces
during fiscal year 2006 as compared to the prior year. The increase in sales
volume in the appliance and fitness industries during fiscal 2004.was partially offset by price
reductions to customers. The Company continuedanticipates pricing pressures from
customers will continue in fiscal year 2007. The increase in the industrial
electronics, life sciences and semiconductor industries is primarily due to
experience sales growth withinto new customers as the appliance marketplace.results of acquisition of Able. The acquisition of
Able has allowed the Company to make strides towards achieving four objectives:
(1) to further diversify its markets, capabilities and customer base, (2) adding
a third low-cost manufacturing facility in Tijuana, Mexico, (3) creating an
opportunity to consolidate the California operations into one facility, and (4)
to generate incremental revenue from Able's customers as they become familiar
with the Company's broader array of services.

The Company's concentrationsales in a specificparticular industry increasesare driven by the Company's risk due to
businessfluctuating
forecasts and economic factorsend-market demand of the customers within that specific industry. TheSales to
customers are subject to variations from period to period depending on customer
order terminations, the life cycle of customer products and product transition.
There can be no assurance that sales levels or gross margins will remain stable
in future periods. Sales to the Company's five largest customers accounted for
68%64% and 62%63% of net sales for fiscal years 2006 and 2005, respectively.

Gross profit decreased to $14,800,099 or 11.9% of net sales in fiscal 2004year
2006 compared to $17,958,154 or 19.0% of net sales in the prior period. The
decrease in the Company's gross profit is the result of pricing pressures within
the EMS industry, an increase in manufacturing supplies and 2003, respectively. Salescomponent pricing
and inefficiencies related to the Company's largest customers can vary from
period to period.integration of the Able operation acquired in
July 2005. The consolidation of the Fremont and Able Hayward locations was
completed in March 2006. The Company believes operational efficiencies will
improve at both the Hayward and Tijuana manufacturing facilities during fiscal
year 2007. In addition, the Company generally does not obtain long-term
purchase contracts. Any significant changeis currently expanding its Tijuana
manufacturing operation and will transfer specific production from Hayward to
Tijuana. The Company believes this realignment of production will assist in
orders from these customers could
materially impactincreasing the Company's operating results.

Gross profit decreased to $19,115,930margins for the Hayward and Tijuana operations.

Selling and administrative expenses increased in fiscal 2004 from $19,919,683year 2006 to
$10,925,646 or 8.8% of net sales compared to $10,076,082 or 10.6% of net sales
in the prior year.fiscal year 2005. The reduction in absolute dollars of gross profitincrease is primarily due to lower sales volume for the fiscal year ended 2004. Gross profit increased
as a percent to net sales to 19.0% compared to 18.8% in fiscal 2003. The overall
increase as a percentage is due to product life cycles, product mix and
component pricing. The Company's gross profit margin can vary considerably due
to price erosion within the EMS industry, product mix, component pricing,
overall capacity utilization, product life cycle, the mix of turnkey and
consignment orders and labor cost. There can be no assurance gross profit
margins will not decreaseadditional personnel in
the future.

Sellingsales department and increased insurance costs incurred in conjunction with
the acquisition of Able. The increase in selling and administrative expenses decreasedis
partially offset by a $1,053,000 reduction in bonus expense. The Company
anticipates it will incur additional professional fees related to
Sarbanes-Oxley, specifically Section 404, Internal Control Over Financial
Reporting.

Interest expense increased to $1,421,455 in fiscal 2004year 2006 compared to
$9,664,903
from $10,048,229$283,137 in fiscal 2003.year 2005. The decrease isinterest expense increased due to significant
increased borrowings under the Company's lines of credit, primarily due to the
receipt of
approximately $283,000 in settlement of an insurance claim,Able acquisition, additional capital leases for machinery and a reduction in
commissionequipment and
legal expenses. The Company anticipates administrative expenses
and professional fees in conjunction with Sarbanes-Oxley compliance will
increase significantly in future periods.rising interest rates. Interest expense decreasedfor fiscal year 2007 is expected to $239,792 from $847,846. The decrease is
primarily attributedbe
comparable to the reductionamount of interest expense recorded in the loan balance of the Company's
credit facility and lower interest rates.fiscal year 2006 or
possibly higher.

In fiscal 2004year 2006 tax expense from continuing operations was $3,550,038,$935,589
which resulted in an effective rate of 39.6%32.7% compared to $3,251,511$3,173,635 in income
tax expense and an effective rate of 36.2%38.9% in fiscal 2003.

Net income for fiscal 2004 was $5,405,732, which resulted in basic
earnings per share of $1.58 and dilutive earnings per share of $1.53. Net income
for fiscal 2003 was $5,714,924. Basic and dilutive earnings per share were $1.98
and $1.70, respectively for fiscal 2003.

FISCAL YEAR ENDED APRIL 30, 2003 COMPARED
TO FISCAL YEAR ENDED APRIL 30, 2002

Net sales increased 3.4% to $105,824,257year 2005. The effective
tax rate in fiscal 2003 from $102,292,588year 2006 has decreased compared to prior periods due to
income earned in China. The Company has tax incentives related to its wholly
owned foreign enterprise in China. The Company is currently using an estimate to
calculate the amount of profits for tax purposes generated in China.

In June 2005 the Company closed on the sale of its Las Vegas, Nevada
operation. The Las Vegas facility operated as a complete EMS center specializing
in the prior year.assembly of electronic products and cables for a broad range of customers
primarily in the gaming industry. The primary reasoneffective date of the transaction was May
30, 2005. The transaction was structured as an asset sale, and included a
$2,000,000 cash payment to the Company for the increase in sales was due to the
increased sales volume in the appliance market. Sales can be misleading as an
indicationbuyer's purchase of the
Company's financial performance. Gross profit margins can vary
considerably among customersmachinery, equipment and products depending onother assets of the type of services
renderedLas Vegas operation. The
transaction was recorded by the Company specifically the variation of orders for turnkey
services versus consignment services. Variations in the numberfirst quarter of turnkey orders
compared to consignment orders can lead to significant fluctuations infiscal year 2006
and included a gain on the Company's revenue levels and margins. Further, generally, customers' orders can
be delayed, rescheduled or canceled at any time, which can significantly impact
the operating resultstransaction 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 increased to $19,919,683 in fiscal 2003 compared to
$11,529,270 in fiscal 2002.approximately $311,000. The increase in gross profit is primarily related to
higher revenue volume and increased capacity utilization. Other factors
contributing to the increase in gross profit include product mix, labor cost and
component pricing. Gross profit can vary significantly from quarter to quarter.
Management continues to re-evaluate and align its overhead structure with
current customer requirements.

Selling and administrative expenses increased from $8,790,341 or 8.6% of
net sales in fiscal 2002 to $10,048,229 or 9.5% of net sales in fiscal 2003. The
increase is primarily due to an increase in insurance and bad debt expense and
bonus accruals, whichgain was partially
offset by a reductionloss of approximately $383,000 on discontinued operations for the
Las Vegas operation for the period ended April 30, 2006.

The following amounts related to the discontinued operation and have been
segregated from continuing operations and reflected as discontinued operations
in bank and
professional fees.

Interesteach periods consolidated statement of income (in thousands):

2006 2005 2004
---- ------ ------

Sales 522 11,764 16,316
Income (loss) before tax expense (benefit) (383) (234) 773
Net Income (loss) from discontinued operation 355 (142) 467
Gain on sale of business 311 -- --
Net income (loss) from discontinued operation (44) (142) 467

Net income decreased to $1,882,132 in fiscal 2003year 2006 compared to
$847,846 from $2,041,438$4,698,799 in fiscal 2002. The overall decrease was primarily due to a reduction in the loan
balance of the Company's credit facility and a lower interest rate. Interest
expense as a percent of sales decreased to 0.8% of sales compared to 2.0% in the
prior fiscal year.

In fiscal 2003 tax expense was $3,251,551 which resulted in an effective
tax rate of $36.2% compared to $943,603 in income tax expense and an effective
tax rate of 37.9% in fiscal 2002.

As a result of the forgoing, the Company recorded net income of $5,714,924
in fiscal 2003 compared to $1,542,056 in fiscal 2002.year 2005. Diluted earnings per share for the year ended
April 30, 20032006, was $1.70$0.48 compared to $0.52$1.23 in fiscal 2002.year 2005. Basic earnings
per share were $1.98was $0.50 and $0.54$1.25 for the year ended April 30 20032006, and 2002,2005,
respectively.

QUARTERLY RESULTS AND SEASONALITYFISCAL YEAR ENDED APRIL 30, 2005 COMPARED
TO FISCAL YEAR ENDED APRIL 30, 2004

Net sales increased 12.0% to $94,312,573 in fiscal year 2005 from
$84,178,206 in the prior year. The Company's resultssales increased in the fitness,
industrial electronics and appliance marketplaces during fiscal year 2005 as
compared to the prior year. The increase in sales volume in the fitness and
appliance industries was partially offset by price reductions to customers. The
Company anticipates pricing pressures from customers will continue in fiscal
year 2006.

The Company's sales in a particular industry are driven by the fluctuating
forecasts and end-market demand of operations have varied significantlythe customers within that industry. Sales to
customers are subject to variations from period to period depending on customer
order terminations, the life cycle of customer products and may
continue to fluctuate from quarter to quarter. Operating results are affected by
a number of factors, including timing of orders from and shipments to major
customers, component pricing and shortages, the volume of orders as relatedproduct transition.
There can be no assurance that sales levels or gross margins will remain stable
in future periods. Sales to the Company's capacity, timingfive largest customers accounted for
63% and 68% of expendituresnet sales for fiscal years 2005 and 2004, respectively.

Gross profit decreased to $17,958,154 or 19% of net sales in anticipationfiscal year
2005 compared to $17,992,982 or 21.4% of futurenet sales
price erosion within the electronics industry, capacity utilization, the mix of
turnkey and consignment business, competition within the electronic industry,
the gain or loss of significant customers and variations in the demand for
productsprior period. The
decrease is due to an increase in price concessions, manufacturing costs and
component pricing. There can be no assurance gross margins will not decrease in
the industries servedfuture.

Selling and administrative expenses increased in fiscal year 2005 to
$10,076,082 or 10.7% of net sales compared to $9,314,600 or 11.1% of net sales
in fiscal year 2004. The increase is due to additional personnel in the sales
and purchasing departments, advertising expenditures and increased legal fees.
The increase in selling and administrative expenses is partially offset by a
reduction in bonus expense. The Company anticipates it will incur additional
professional fees related to Sarbanes-Oxley, specifically Section 404, Internal
Control Over Financial Reporting.

Interest expense increased to $283,137 in fiscal year 2005 compared to
$283,137 in fiscal year 2004. The interest expense increased due to increased
borrowings under the Company. A significant portionCompany's lines of credit, additional capital leases for
machinery and equipment, interest for notes payable in connection with the
acquisition of SMTU and notes payable associated with the purchase of the
Company's expenses are relatively fixedcorporate and manufacturing facility in natureElk Grove Village, Illinois.

In fiscal year 2005 tax expense from continuing operations was $3,173,635
which resulted in an effective rate of 38.9% compared to $3,248,706 in income
tax expense and planned expenditures are
basedan effective rate of $38.5% in part on anticipated orders. The inabilityfiscal year 2004.

Net income decreased to adjust expenditures$4,698,799 in fiscal year 2005 compared to
compensate$5,405,732 in fiscal year 2004. Diluted earnings per share for a declinethe year ended
April 30, 2005, was $1.23 compared to $1.53 in net sales may magnifyfiscal year 2004. Basic earnings
per share was $1.25 and $1.58 for the adverse impact of such
decline on the Company's results of operations. The Company's customers
generally require short delivery cycles. In the absence of substantial backlog,
quarterly salesyear ended April 30, 2005, and operating results depend on the volume and timing of orders
received during the quarter, which can be difficult to forecast. In addition,
variations in the size and delivery schedules of purchase orders received by the
Company, as well as changes in customers' delivery requirements or the
rescheduling or cancellations of orders and commitments, may result in
substantial fluctuations in backlog from period to period. Accordingly, the
Company believes that backlog may not be a meaningful indicator of future
operating results.2004,
respectively.

LIQUIDITY AND CAPITAL RESOURCES:

In fiscal 2004 the Company financed operations through cash provided by
operating activities. During the period, cashCash flow provided by operating activities was primarily related$1,997,144 for the year
ended April 30, 2006, compared to $1,337,081 for the prior fiscal year. During
fiscal year 2006, cash provided by operations was the result of net income, the
non-cash effect of depreciation and a decreaseamortization and an increase in income taxestrade
accounts payable. Net cash used for investingCash provided by operating activities includedwas partially offset by
an increase in inventories of approximately $4,000,000
for$6,092,000. The increase in
inventories is primarily attributable to an increase in customer required safety
stock and the start up of the manufacturingCompany's China facility.

INVESTING ACTIVITIES.

In June 2005 the Company closed on the sale of its Las Vegas, Nevada
operation. The Las Vegas facility operated as a complete EMS center specializing
in the assembly of electronic products and cables for a broad range of customers
primarily in the gaming industry. The effective date of the transaction was May
30, 2005. The transaction was structured as an asset sale, and included a
$2,000,000 cash payment to the Company for the buyer's purchase of the
machinery, equipment and other assets of the Las Vegas operation. The
transaction was recorded by the Company in the first quarter of fiscal year 2006
and included a gain on the transaction of approximately $311,000. The gain was
offset by a loss of approximately $383,000 on discontinued operations for the
Las Vegas operation in China. Thefor the period ended April 30, 2006

In July 2005 the Company financed
$3,600,000 forclosed on the purchase of all of the outstanding
stock of Able, a company headquartered in Hayward California and its corporate headquarterswholly
owned subsidiary, AbleMex S.A. de C.V., located in Tijuana, Mexico. Able is an
ISO 9001:2000 certified EMS company serving Original Equipment Manufacturers in
the life sciences, telecommunications and Midwesternindustrial electronics industries. The
acquisition of Able has allowed the Company to make strides towards achieving
four objectives: (1) to further diversify its markets, capabilities and customer
base, (2) adding a third low-cost manufacturing facility. Capital expendituresfacility in Tijuana, Mexico, (3)
creating an opportunity to consolidate the California operations into one
facility, and (4) to generate incremental revenue from Able's customers as they
become familiar with the Company's broader array of services. The effective date
of the transaction was July 1, 2005. Able was merged into the Company beginning
in November 2005 and operates as a division of the Company. The purchase price
was approximately $16,800,000 and was recorded as a stock purchase transaction
in the first quarter of fiscal year 2006. The transaction was financed by the
Company's amended credit facility and resulted in an increase of approximately
$8,500,000 in goodwill.

In August 2004 the Company acquired the interest of outside investors in
its affiliate SMTU and the general partner of SMTU, SMT Unlimited, Inc., thereby
bringing the Company's interest in its affiliate SMTU to approximately 80%. On
September 2, 2004, the Company acquired the remaining interests in its affiliate
SMTU from its managers. The aggregate price paid for all the interests was
$2,814,699. This aggregate price was paid with $1,330,000 in notes with terms of
up to 2 years and cash in the amount of $1,338,858 and forgiveness of interest
payable. The acquisition was treated as a step acquisition and resulted in
goodwill of $756,959. On October 1, 2004, SMT Unlimited, Inc. was merged into
the Company, and SMTU was liquidated, thereby becoming the Fremont division of
the Company. In March 2006 the Fremont location was consolidated into the
Hayward operation.

In fiscal year 2006 the Company purchased approximately $6,300,000 in
machinery and equipment accounted for approximately $1,600,000 in investing activities.and it anticipates it will make additional machinery and
equipment purchases during fiscal year 2007. The Company anticipates itsexecuted three to five
year capital expenditures requirements for fiscal 2005leases to be
approximately $5,000,000.

The Company raised approximately $4,315,000 fromfinance several of the exercise of stock
optionspurchases in fiscal 2004. In addition, the Company has recorded a tax benefit of
approximately $5,185,000 associated with the tax deductible compensation arising
from the exercise of stock options during fiscal 2004.

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 the Company can obtain equity or debt financing at acceptable terms.year 2006.

FINANCING TRANSACTIONS.

The Company entered into an Amended Loan and Security Agreement in January
2004,July
2005, which providesprovided for a revolving credit facility. The maximum borrowing
limit under the amended revolving credit facility is limited to the lesser of:
(i) $13,000,000$17,000,000 or (ii) an amount equal to the sum of 85% of the receivable
borrowing base and the lesser of $6,500,000$8,500,000 or varying percentages of the
inventory base. The Amended Loan and Security Agreement expires on June 30, 2008
and includes certain financial covenants. The Amended Loan and Security
Agreement also provides a four year term loan in September
2005.the amount of $3,000,000.
Interest on the term loan accrued at 5.41% to 6.46% and interest only is due
each quarter through June 30, 2006. Quarterly principal payments of $250,000 are
due beginning June 30, 2006. At April 30, 20042006, and 2005, $3,000,000 and $0 was
outstanding under the term loan, respectively.

At April 30, 2006, the Company was in compliance with its financial
covenants and had noborrowings of $17,924,000 outstanding borrowings under this facility.line of
credit and a term note of $3,000,000 outstanding. The significant increase under
the line of credit and term note was primarily the result of the Able
transaction and to fund working capital requirements.

SigmaTron China entered into a loan facilityagreement in April 2005, which provides
for a line of credit from the China Construction Bank. The interest rate under
the agreement is 5.76% and at April 30, 2006, SigmaTron China had $1,237,500
outstanding under the line of credit. The line of credit is collateralized by
substantially allthe Company's building in Suzhou-Wujiang China and 60 of the assets of100 Chinese acres
leased at the property (Footnote K, contingencies). The loan was paid in full in
July 2005.

The Company anticipates credit facilities, cash flow from operations and
leasing resources will be adequate to meet its working capital requirements in
fiscal year 2007. In the event the business grows rapidly or the Company
and contains certain financial convenants, including specific
covenants pertaining toconsiders an acquisition, additional financing resources could be necessary in
the maintenance of minimum tangible net worth and net
income. The agreement also restricts annual lease rentals and capital
expenditures and the payment of dividendscurrent or distributions of any cash or other
property on any of its capital stock except that common stock dividends may be
distributed by a stock split or dividends prorata to its stockholders.

On June 25, 2004 SMTU amended its loan and security agreement
("Agreement") covering its revolving credit facility. Under the amended terms of
the Agreement, the maximum borrowing limitfuture fiscal years. There is the lesser of (i) $3,000,000, or
(ii) an amount equal to the sum of (A) eighty-five percent (85%) of the net
amount eligible accounts receivable outstanding at such date; (B) fifty percent
(50%) of eligible inventory at such date and (C) fifty percent (50%) of the net
amount of foreign Solectron eligible accounts receivable outstanding at such
date;

provided, however,no assurance that the aggregate amount of advances for eligible inventory
shall not exceed one million five hundred thousand dollars ($1,500,000)Company will
be able to obtain equity or debt financing at any
time andacceptable terms in the aggregate amount of advances for foreign Solectron eligible
accounts receivable shall not exceed five hundred thousand dollars ($500,000) at
any time. The amended revolving credit facility matures on July 31, 2005.
Borrowings under the revolving credit facility bear interest at the bank's prime
plus 2.0% (6.0% at April 30, 2004). The Company is obligated to pay an annual
commitment fee of 1/4 of 1.0% on the average daily unused portion of the
revolving credit facility. The available portion of the revolving credit
facility at April 30, 2004 was $132,798.

The Agreement is collateralized by substantially all of the assets of SMTU
and contains certain financial covenants, including specific covenants
pertaining to the maintenance of tangible net worth and net income before
partnership distributions. As of April 30, 2004 SMTU was in compliance with
these debt covenants. At April 30, 2004 and 2003 SMTU had outstanding borrowing
of $1,118,514 and $1,476,443, respectively.

In August 1999, the Company entered into a guaranty agreement with SMTU's
lender to guarantee the obligation of SMTU under its revolving line of credit to
a maximum of $2,000,000 plus interest and related costs associated with the
enforcement of the guaranty. In connection with the guaranty agreement, one of
the limited partners of SMTU and a Vice President of SMTU have each executed a
guaranty to the lender to reimburse the Company for up to $500,000 of payments
made by the Company under its guaranty to the lender in excess of $1,000,000. In
addition, the limited partner has agreed to indemnify the Company for 50% of all
payments made on behalf of SMTU to the lender. The limited partner's obligation
to the Company under the indemnity is reduced dollar for dollar to the extent
the limited partner would otherwise be obligated to pay more than $1,000,000 as
a result of his guaranty to the lender. The revolving line of credit expires on
July 31, 2005 and no liability has been recorded by the Company related to its
guaranty.future.

The Company provides funds for salaries, wages, overhead and capital
expenditure items as necessary to operate its wholly owned subsidiary Standard
Components de Mexico, S.A.wholly-owned Mexican and Chinese
subsidiaries. The Company provides funding to Standard Components
de Mexico, S.A.its Mexican and Chinese
subsidiaries in U.S. dollars, which are exchanged for pesos and RMB as needed.
The fluctuation of the pesocurrencies from time to time, without an equal or greater
increase in Mexican inflation, has not had a material impact on the financial results of
the Company. In fiscal 2004year 2006 the Company paid approximately $9,400,000$12,040,000 to
Standard Components de Mexico, S.A.its subsidiaries for services provided.

In May 2002 the Company acquired a plant in Acuna, Mexico through seller
financing. The loan of $1,950,000 is payable in equal monthly installments of
approximately $31,000 over six and a half years at a rate of 7% interest per
annum. Prior to acquiring that plant, the Company adoptedrented the provisionsfacility. At April
30, 2006, approximately $856,000 was outstanding in connection with the
financing of FASB Interpretation No. 46R ("FIN
46R"), Consolidation of Variable Interest Entities as of November 1, 2003, as it
relates to its 42.5% owned affiliate SMTU and consolidated SMTU inthat facility. Approximately $303,000 was paid under the accompanying financial statements and footnotes to the financial statements from
the earliest date reported.agreement
during fiscal year 2006.

The impact of inflation for the past three fiscal years has been minimal.

ContractualOFF-BALANCE SHEET TRANSACTIONS:

The Company has no off-balance sheet transactions.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS:

The following table summarizes the Company's contractual obligations at
April 30, 2006, and the effect such obligations are expected to have on its
liquidity and cash flows in future periods.

Payment Obligations

Fiscal year ended: 2005 2006 2007 2008 2009 ThereafterLess than After 5
Total - -------------------1 Year 1-3 Years 3-5 Years Years
---------- --------- ---------- ---------- ---------- ---------- ---------- -------------------- -------

Notes Payable, including
current maturities 4,521,049 724,704 3,796,345 0 0
Capital leases $ 712,222 $ 262,706 $ 49,035 - - - $ 1,023,963Leases, including
current maturities 4,745,743 1,681,459 2,955,774 108,510 0
Operating leases 726,190 628,780 628,903 652,681 550,557 380,120 3,567,231
Long-term bank6,370,006 1,673,339 4,230,432 466,235 0
Bank debt - 1,118,514 - - - - 1,118,514
Long-term mortgage 370,339 360,388 350,436 340,484 2,894,461 - 4,316,108
Long-term purchase
obligation 374,268 374,268 374,268 187,134 - - 1,309,93822,597,306 2,235,477 20,361,829 0 0
---------- --------- ---------- ---------- ---------- ---------- ---------- -----------
$2,183,019 $2,744,656 $1,402,642 $1,180,299 $3,445,018 $ 380,120 $11,335,754------- ---
Total contractual cash
obligations 38,234,104 6,314,979 31,344,380 574,745 0
========== ========= ========== ======= ===

Maturities for notes payable and bank debt include estimated interest payments
based on prevailing interest rates at April 30, 2006.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Not applicable.Interest Rate Risk

The Company's exposure to market risk for changes in interest rates is due
primarily to its short-term investments and borrowings under its credit
agreements. The Company's borrowings are at a variable rate and an increase in
interest rates of 1% would result in interest expense increasing by
approximately $222,000 for the year ended April 30, 2006. As of April 30, 2006,
the Company had no short-term investments and approximately $22,162,000
borrowings under its credit agreements. The Company does not use derivative
financial investments. The Company's cash equivalents, if any, are invested in
overnight commercial paper. The Company does not have any significant cash flow
exposure due to rate changes for its cash equivalents, as these instruments are
short-term.

ITEM 8. FINANCIAL STATEMENTSTATEMENTS AND SUPPLEMENTARY DATA

The response to this item is included in Item 15(a) of this Report.

ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

The Company maintains a setOur management, including our President and Chief Executive Officer and
Chief Financial Officer, evaluated the effectiveness of the design and operation
of our disclosure controls and procedures that(as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of April 30, 2006. Our disclosure controls and
procedures 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(the "Exchange Act"), is recorded, processed, summarized

and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms of the Securities and Exchange
Commission. Within the 90 days priorthat such information is accumulated and
communicated to the date of this report, the Company
carried out an evaluation, under the supervision of theour management, including our 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
pursuantas appropriate to Rule 13a-15 of the Exchange Act.allow timely decisions
regarding required disclosure. Based on thatthis evaluation, theour President and Chief
Executive Officer and the Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective.were effective as of April 30, 2006.

There havehas been no significant changeschange in our internal control over financial reporting
during the Company'squarter ended April 30, 2006, that has materially affected or is
reasonably likely to materially affect, our 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.control over financial
reporting.

ITEM 9B OTHER INFORMATION

Not Applicable

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required under this item is incorporated herein by
reference to the Company's definitive proxy statement, filed with the Securities
and Exchange Commission not later than 120 days after the close of the Company's
fiscal year ended April 30, 2004.2006.

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

2006.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ITEM 14. PRINCIPAL ACCOUNTINGACCOUNTANT FEES AND SERVICES

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) and (a)(2)

The financial statements, including required supporting schedule, are
listed in the index to Financial Statements and Financial Schedule filed as part
of thethis Annual Report on Form 10-K beginning on Page F-1.

2127

INDEX TO EXHIBITS

(a)(3)

3.1 Certificate of Incorporation of the Company, incorporated herein by
reference to Exhibit 3.1 to Registration Statement on Form S-1, File No.
33-72100, dated February 9, 1994.

3.2 Amended and Restated By-laws of the Company, adopted on September 24,
1999, filed as Exhibit 3.2 to the Company's Form 10-K for the fiscal
year ended April 30, 2000, and hereby incorporated by reference.

10.1 Form of 1993 Stock Option Plan - filed as Exhibit 10.4 to the Company's
Registration Statement on Form S-1, File No. 33-72100, and hereby
incorporated by reference. *

10.2 Form of Incentive Stock Option Agreement for the Company's 1993 Stock
Option Plan - filed as Exhibit 10.5 to the Company's Registration
Statement on Form S-1, File No. 33-72100, and hereby incorporated by
reference. *

10.3 Form of Non-Statutory Stock Option Agreement for the Company's 1993
stock Option Plan - filed as Exhibit 10.6 to the Company's Registration
Statement on Form S-1, File No. 33-72100, and hereby incorporated by
reference. *

10.4 2000 Outside Directors' Stock Option Plan and hereby incorporated by
reference - filed as Appendix 1 to the Company's 2000 Proxy Statement
filed on August 21, 2000.

10.5 Loan and Security Agreement between SigmaTron International, Inc. and
LaSalle National Bank dated August 25, 1999, filed as Exhibit 10.26 to
the Company's Form 10-Q for the quarter ended October 31, 1999, and
hereby incorporated by reference.

10.6 Lease Agreement # 00-190 between SigmaTron International, Inc. and
International Financial Services dated July 18, 2000, filed as Exhibit
10.27 to the Company's Form 10-Q for the quarter ended October 31, 2000,
and hereby incorporated by reference.

10.7 Lease Agreement # 00-280 between SigmaTron International, Inc. and
International Financial Services dated December 12, 2000, filed as
Exhibit 10.27 to the Company's Form 10-K for the fiscal year ended April
30, 2001, and hereby incorporated by reference.

10.8 Mortgage and Security Agreement between SigmaTron International, Inc.
and LaSalle Bank National Association, dated November 17, 2003, filed as
Exhibit 10.19 to the Company's Form 10-Q for the quarter ended October
31, 2003, and hereby incorporated by reference.

10.9 Mortgage Note between SigmaTron International, Inc. and LaSalle Bank
National Association, dated November 17, 2003, filed as Exhibit 10.20 to
the Company's Form 10-Q for the quarter ended October 31, 2003, and
hereby incorporated by reference.

10.10 2004 Directors' Stock Option Plan and hereby incorporated by reference -
filed as Appendix C to the Company's 2004 Proxy Statement filed on
August 16, 2004. *

10.11 2004 Employee Stock Option Plan and hereby incorporated by reference -
filed as Appendix B to the Company's 2004 Proxy Statement filed on
August 16, 2004. *

10.12 Change in Control Plan dated May 30, 2002, filed as Exhibit 10.15 to the
Company's Form 10-K for the fiscal year ended April 30, 2005, and hereby
incorporated by reference.

10.13 Stock Purchase Agreement, dated the 14th day of July 2005, between
SigmaTron International, Inc. and Able Electronics Corporation, filed as
Exhibit 10.17 to the Company's Form 10-K for the fiscal year ended April
30, 2005, and hereby incorporated by reference.
10.1 Form of 1993 Stock Option Plan - filed as Exhibit 10.4 to the Company's
Registration Statement on Form S-1, File No. 33-72100, and hereby
incorporated by reference.

*10.2 Form of Incentive Stock Option Agreement for the Company's 1993 Stock
Option Plan - filed as exhibit 10.5 to the Company's Registration
Statement on Form S-1, File No. 33-72100, and hereby incorporated by
reference.

*10.3 Form of Non-Statutory Stock Option Agreement for the Company's 1993 stock
Option Plan - filed as Exhibit 10.6 to the Company's Registration
Statement on Form S-1, File No. 33-72100, and hereby incorporated by
reference.

*10.4 1994 Outside Directors Stock Option Plan - filed as Exhibit 10.15 to the
Company's Registration Statement on Form S-1, File No. 33-72100, and
hereby incorporated by reference.

10.5 The Company's 1997 Directors' Stock Option Plan - filed as Exhibit A to
the Company's 1997 Proxy Statement filed on August 18, 1997 and hereby
incorporated by reference.

10.6 Organization Agreement between the Company and other Partners of SMT
Unlimited L.P. dated September 15, 1994 - filed as Exhibit 10.23 to the
Company's Form 10-K for the fiscal year ended April 30, 1995 and hereby
incorporated by reference.

*10.7 2000 Outside Directors' Stock Option Plan and hereby incorporated by
reference - filed as Appendix 1 to the Company's 2000 Proxy Statement
filed on August 21, 2000.

*10.8 2000 Employee Stock Option Plan - filed as Appendix 2 to the Company's
2000 Proxy Statement filed on August 21, 2000 and hereby incorporated by
reference.

10.9 Loan and Security Agreement between SigmaTron International, Inc. and
LaSalle National Bank dated August 25, 1999 filed as Exhibit 10.26 to the
Company's Form 10-Q for the quarter ended October 31, 1999 and hereby
incorporated by reference.

10.10 Amended and Restated Agreement between Nighthawk Systems, Inc. and
SigmaTron International Inc., dated January 1, 2000, filed as Exhibit
10.25 to the Company's Form 10-K for the year ended April 30, 2000 and
hereby incorporated by reference.

10.11 Lease Agreement # 00-190 between SigmaTron International, Inc. and
International Financial Services dated July 18, 2000, filed as Exhibit
10.27 to the Company's Form 10-Q for the quarter ended October 31, 2000
and hereby incorporated by reference.

10.12 Lease Agreement # GE005 between SigmaTron International, Inc. and General
Electric Capital Corporation dated December 21, 2000, filed as Exhibit
10.28 to the Company's Form 10-Q for the quarter ended January 31, 2001
and hereby incorporated by reference.

10.13 Lease Agreement # 00-280 between SigmaTron International, Inc. and
International Financial Services dated December 12, 2000, filed as Exhibit
10.27 to the Company's Form 10-K for the year ended April 30, 2001 and
hereby incorporated by reference.

10.14 Lease Agreement # 200029352 between SigmaTron International, Inc. and
Citicorp Vendor Finance, Inc. dated March 15, 2001, filed as Exhibit 10.28
to the Company's Form 10-K for the year ended April 30, 2001 and hereby
incorporated by reference.

10.15 Amended Loan and Security Agreement between SigmaTron International, Inc.
and LaSalle National Association, dated October 16, 2002, filed as Exhibit
10.27 to the Company's Form 10-Q for the quarter ended October 31, 2002
and hereby incorporated by reference.

10.16 Mortgage and Security Agreement between SigmaTron International, Inc. and
LaSalle Bank, dated November 17, 2003, filed as Exhibit 10.19 to the
Company's Form 10-Q for the quarter ended October 31, 2003 and hereby
incorporated by reference.

10.17 Mortgage Note between SigmaTron International, Inc. and LaSalle Bank,
dated November 17, 2003, filed as Exhibit 10.20 to the Company's Form 10-Q
for the quarter ended October 31, 2003 and hereby incorporated by
reference.

10.18 Amended Loan and Security Agreement between SigmaTron International, Inc.
and LaSalle Bank, dated January, 2004, filed as Exhibit 10.21 to the
Company's Form 10-Q for the quarter ended January 31, 2004 and hereby
incorporated by reference.

10.19 Amended Loan and Security Agreement between SMT Unlimited L.P. and LaSalle
Bank, dated June 25, 2004.

22.1 Subsidiaries of the Registrant - filed as Exhibit 22.1 of the Company's
Registration Statement on Form S-1, File No. 33-72100, and hereby
incorporated by reference.

23.1 Consent of Grant Thornton LLP
10.14 Tenth Amendment to Loan and Security Agreement between SigmaTron
International, Inc. and LaSalle Bank National Association, dated July
14, 2005, filed as Exhibit 10.18 to the Company's Form 10-Q for the
quarter ended October 31, 2005, and hereby incorporated by reference.

10.15 Eleventh Amendment to Loan and Security Agreement between SigmaTron
International, Inc. and LaSalle Bank National Association, dated
September 12, 2005, filed as Exhibit 10.19 to the Company's Form 10-Q
for the quarter Ended October 31, 2005, and hereby incorporated by
reference.

10.16 Lease Agreement, Number 12, between SigmaTron International, Inc. and
General Electric Capital Corporation, dated November 22, 2005, filed as
Exhibit 10.20 to the Company's Form 10-Q for the quarter ended January
31, 2006, and hereby incorporated by reference.

16.1 Letter regarding change in certifying accountant dated March 15, 2006,
filed as Exhibit 16.1 to the Company's current report on Form 8-K on
March 15, 2006, and hereby incorporated by reference.

21.1 Subsidiaries of the Registrant.

23.1 Consent of BDO Seidman, LLP.

23.2 Consent of Grant Thornton LLP.

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.

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.

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).

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).
* Indicates management contract or compensatory plan.

(b) Reports on Form 8-K

The Company furnished a report on Form 8-K on September 8, 2003 to
announce financial results for the quarter ended July 31, 2003, and
hereby incorporated by reference.

The Company furnished a report on Form 8-K on December 8, 2003 to
announce financial results for the quarter ended October 31, 2003,
and hereby incorporated by reference.

The Company furnished a report on Form 8-K on March 8, 2004 to
announce financial results for the quarter ended January 31, 2004,
and hereby incorporated by reference.

The Company hereby files as exhibits to this Report the exhibits
listed in Item 15(a)(3) above, which are attached hereto or
incorporated herein.

(d) Financial Statements Schedules

The Company hereby files a schedule to this Report the financial
schedules in Item 15, which are attached hereto.

2429

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

By: /s/ Gary R. Fairhead
------------------------------------------------------------------
Gary R. Fairhead, President
and Chief Executive Officer

Dated: July 20, 200427, 2006

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and
officers of SigmaTron International, Inc., a Delaware corporation, which is
filing an Annual Report on Form 10-K with the Securities and Exchange Commission
under the provisions of the Securities Exchange Act of 1934 as amended, hereby
constitute and appoint Gary R. Fairhead and Linda K. Blake, and each of them,
each of their true and lawful attorneys-in fact and agents;agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
all capacities, to sign any or all amendments to the report to be filed with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as each of them might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities, and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ Franklin D. Sove Chairman of the Board of Directors July 20, 200427, 2006
- -----------------------------------------------
Franklin D. Sove

/s/ Gary R. Fairhead President and Chief Executive Officer July 20, 200427, 2006
- ----------------------------------------------- (Principal Executive Officer)
Gary R. Fairhead

/s/ Linda K. Blake Chief Financial Officer, Secretary and Treasurer July 20, 200427, 2006
- --------------------------------------------- (Principal Financial Officer and Principal
Linda K. Blake Accounting Officer)

/s/ John P. Chen Director July 20, 200427, 2006
- -------------------------------------------
John P. Chen

/s/ W.L. McClelland Director July 20, 200427, 2006
- ----------------------------------------------
W.L. McClelland

/s/ Thomas W. Rieck Director July 20, 200427, 2006
- ----------------------------------------------
Thomas W. Rieck

/s/ Dilip S. Vyas Director July 20, 200427, 2006
- --------------------------------------------
Dilip S. Vyas

/s/ Carl Zemenick Director July 20, 200427, 2006
- --------------------------------------------
Carl Zemenick

2530

INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES

PAGE
----

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES

AND AFFILIATE
REPORTREPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM................................................. F-2FIRMS............. F-2/F-3

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS
ASSETS............................................................................................. F-3ASSETS.......................................................... F-4
LIABILITIES AND STOCKHOLDERS' EQUITY............................................................... F-4EQUITY............................ F-5
CONSOLIDATED STATEMENTS OF INCOME.................................................................... F-5INCOME.................................. F-6
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY............................................................................... F-6EQUITY.......... F-7
CONSOLIDATED STATEMENTS OF CASH FLOWS................................................................ F-7FLOWS.............................. F-8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS........................................................... F-8STATEMENTS......................... F-9

Financial statement schedules not listed above are omitted because they are not
applicable or required.

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BOARD OF DIRECTORS AND STOCKHOLDERS
SIGMATRON INTERNATIONAL, INC.
ELK GROVE, ILLINOIS

We have audited the accompanying consolidated balance sheet of SigmaTron
International, Inc. as of April 30, 2006 and the related consolidated statements
of income, stockholders' equity and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements and schedule. We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of SigmaTron
International, Inc. at April 30, 2006 and the results of its operations and its
cash flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.

/s/ BDO Seidman, LLP
Chicago, Illinois
July 7, 2006

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
SigmaTron International, Inc.

We have audited the accompanying consolidated balance sheets of SigmaTron
International, Inc. and subsidiaries (a Delaware corporation) and subsidiaries and its affiliate
SMT Unlimited L.P. as of April 30,
2004 and 2003,2005, and the related consolidated statements of income, stockholders' equity,
and cash flows for each of the threetwo years in the period ended April 30, 2004.2005.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includesstatements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of SigmaTron
International, Inc. and subsidiaries and it affiliate, SMT Unlimited L.P. as of April 30, 20042005 and 2003,2004, and the
results of its operations and its cash flows for the each of the threetwo years in
the period ended April 30, 2004,2005 in conformity with accounting principles
generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Chicago, Illinois
June 25, 2004

F-2July 8, 2005, except for Note C, related to "discontinued operations" which is
dated July 19, 2006

F-3

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES AND AFFILIATE
CONSOLIDATED BALANCE SHEETS
APRILApril 30,

2004 20032006 2005
----------- -----------------------

ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 5,145,8143,269,925 $ 424,844
Restricted cash 100,000 -184,014
Accounts receivable, less allowance for doubtful
accounts of $269,000 and $120,000 at April 30,
20042006 and 2003, respectively 12,651,272 13,632,8882005 17,747,414 14,275,308
Inventories, net 14,168,357 14,108,02531,250,050 21,468,506
Prepaid and other assets 1,315,127 868,4201,329,774 1,168,366
Refundable income taxes 275,583 146,822476,000 --
Deferred income taxes 1,902,551 214,142957,069 429,528
Other receivables 415,253 48,772
----------- ------------
Total current assets 35,973,957 29,443,913

PROPERTY, PLANT AND EQUIPMENT, NET 25,707,901 19,096,970

OTHER ASSETS 1,316,814 1,277,498
----------- ------------

TOTAL ASSETS $62,998,672 $ 49,818,381
=========== ============

The accompanying notes are an integral part of these statements.

F-3

SIGMATRON INTERNATIONAL, INC., SUBSIDIARIES AND AFFILIATE
CONSOLIDATED BALANCE SHEETS - CONTINUED
APRIL 30,

2004 2003
----------- -----------

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $ 7,475,026 $ 7,919,777
Accrued expenses 4,540,744 4,953,502
Income taxes payable - 1,422,212
Notes payable - buildings 430,000 250,000
Capital lease obligations 640,436 985,280332,298 183,666
----------- -----------
Total current liabilities 13,086,206 15,530,771

NOTES PAYABLE - BANKS 1,118,514 1,476,443

NOTES PAYABLE - BUILDINGS,
LESS CURRENT PORTION 4,536,159 3,108,417

CAPITAL LEASE OBLIGATIONS,
LESS CURRENT PORTION 299,536 939,968

SUBORDINATED DEBENTURE PAYABLE 1,050,000 1,050,000

DEFERRED INCOME TAXES 1,265,714 1,185,061assets 55,362,530 37,709,388

MACHINERY AND EQUIPMENT, NET 30,544,307 26,689,940

LONG-TERM ASSETS
Other assets 1,548,240 1,386,770
Intangible assets, net of amortization of $583,650 2,186,350 --
Goodwill 9,298,945 756,959
----------- -----------
Total liabilities 21,356,129 23,290,660

MINORITY INTEREST IN AFFILIATE 439,787 235,051

COMMITMENTS AND CONTINGENCIES - -

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, 3,750,954 and 2,933,855 shares issued and
outstanding at April 30, 2004 and 2003, respectively 37,510 29,340
Capital in excess of par value 19,056,525 9,560,341
Retained earnings 22,108,721 16,702,989
----------- -----------

Total stockholders' equity 41,202,756 26,292,670long-term assets 13,033,535 2,143,729
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $62,998,672 $49,818,381ASSETS $98,940,372 $66,543,057
=========== ===========

The accompanying notes are an integral part of these statements.

F-4

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES
AND AFFILIATE
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED APRILBALANCE SHEETS - CONTINUED
April 30,

2004 2003 2002
------------- ------------- -------------2006 2005
----------- -----------

Net salesLIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $13,444,928 $ 100,494,122 $ 105,824,257 $ 102,292,588

Cost of products sold 81,378,192 85,904,574 90,763,318
------------- ------------- -------------

Gross profit 19,115,930 19,919,683 11,529,270

Selling and administrative7,395,111
Accrued expenses 9,664,903 10,048,229 8,790,341
------------- ------------- -------------

Operating income 9,451,027 9,871,454 2,738,929

Other income2,163,542 2,269,703
Accrued payroll 1,743,076 1,675,788
Income taxes payable 839,438 407,710
Notes payable - bank 1,000,000 --
Notes payable - (1,917,847)
Interest expensebuildings 430,000 430,000
Notes payable - banks and capitalother -- 300,000
Capital lease obligations 239,792 847,846 2,041,438
Interest income (7,500)1,408,485 637,766
----------- -----------
Total current liabilities 21,029,469 13,116,078

NOTES PAYABLE - (107,723)
------------- ------------- -------------

Income before income tax expenseBANKS 21,161,900 512,958

NOTES PAYABLE - BUILDINGS,
LESS CURRENT PORTION 3,591,088 4,073,828

CAPITAL LEASE OBLIGATIONS,
LESS CURRENT PORTION 2,804,345 1,239,190

DEFERRED INCOME TAXES 2,458,759 1,668,909
----------- -----------
Total liabilities 51,045,561 20,610,963

COMMITMENTS AND CONTINGENCIES: -- --

STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value; 500,000 shares
authorized, none issued and minority interestoutstanding -- --
Common stock, $.01 par value; 12,000,000 shares
authorized, 3,786,956 and 3,755,420 shares issued and
outstanding at April 30, 2006 and 2005, respectively 37,870 37,554
Capital in excess of affiliate 9,218,735 9,023,608 2,723,061

Income tax expense 3,550,038 3,251,551 943,603
------------- ------------- -------------
Income before minority interest of affiliate 5,668,697 5,772,057 1,779,458

Minority interest in income of affiliate 262,965 57,133 237,402
------------- ------------- -------------

NET INCOME $ 5,405,732 $ 5,714,924 $ 1,542,056
============= ============= =============

Net income per common share
Basic $ 1.58 $ 1.98 $ 0.54
============= ============= =============

Diluted $ 1.53 $ 1.70 $ 0.52
============= ============= =============

Weighted-average shares of common
stock outstanding
Basic 3,423,999 2,885,652 2,881,227
============= ============= =============

Diluted 3,541,297 3,355,076 2,967,258
============= ============= =============par value 19,167,289 19,087,020
Retained earnings 28,689,652 26,807,520
----------- -----------
Total stockholders' equity 47,894,811 45,932,094
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $98,940,372 $66,543,057
=========== ===========

The accompanying notes are an integral part of these statements.

F-5

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED APRIL 30,

2006 2005 2004
------------ ----------- -----------

Net sales $124,786,476 $94,312,573 $84,178,206
Cost of products sold 109,986,377 76,354,419 66,185,224
------------ ----------- -----------
Gross profit 14,800,099 17,958,154 17,992,982
Selling and administrative expenses 10,925,646 10,076,082 9,314,600
------------ ----------- -----------
Operating income 3,874,453 7,882,072 8,678,382
Other income (408,889) (550,270) --
Interest expense - banks and capital lease obligations 1,421,455 283,137 232,292
------------ ----------- -----------
Income from continuing operations before income tax expense 2,861,887 8,149,205 8,446,090
Income tax expense 935,589 3,173,635 3,248,706
------------ ----------- -----------
Income before minority interest of affiliate 1,926,298 4,975,570 5,197,384
Minority interest in income of affiliate -- 134,334 262,965
------------ ----------- -----------
Income before discontinued operations 1,926,298 4,841,236 4,934,419
------------ ----------- -----------
Discontinued operations
Gain on sale of Las Vegas operation (310,731) -- --
(Income) loss from operations of discontinued Las Vegas location 383,134 233,504 (772,645)
Income tax (benefit) expense (28,237) (91,067) 301,332
------------ ----------- -----------
(Loss) income on discontinued operation (44,166) (142,437) 471,313
------------ ----------- -----------
NET INCOME $ 1,882,132 $ 4,698,799 $ 5,405,732
============ =========== ===========
Earnings (loss) per share - basic
Continuing operations $ 0.51 $ 1.29 $ 1.44
Discontinuing operations (0.01) (0.04) 0.14
------------ ----------- -----------
Total $ 0.50 $ 1.25 $ 1.58
============ =========== ===========
Earnings (loss) per share - diluted
Continuing operations $ 0.49 $ 1.27 $ 1.39
Discontinuing operations (0.01) (0.04) 0.13
------------ ----------- -----------
Total $ 0.48 $ 1.23 $ 1.53
============ =========== ===========
Weighted-average shares of common stock outstanding
Basic 3,756,804 3,751,792 3,423,999
============ =========== ===========
Diluted 3,894,731 3,815,549 3,541,297
============ =========== ===========

The accompanying notes are an integral part of these statements.

F-6

SIGMATRON INTERNATIONAL, INC. AND AFFILIATESUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
THREE YEARS ENDED APRIL 30, 2002, 20032004, 2005 AND 20042006

Capital in Total
Preferred Common excess of par Retained stockholders'
stock stock value earnings equity
--------- -------- ------------- ----------- ----------- ----------- ------------------------

Balance at May 1, 20012003 $-- $29,340 $ - $ 28,812 $ 9,436,554 $ 9,446,009 $18,911,375

Net income - - - 1,542,056 1,542,056
------------- ----------- ----------- ----------- -----------

Balance at April 30, 2002 - 28,812 9,436,554 10,988,065 20,453,4319,560,341 $16,702,989 $26,292,670
Exercise of options - 528 123,787 - 124,315

Net income - - - 5,714,924 5,714,924
------------- ----------- ----------- ----------- -----------

Balance at April 30, 2003 - 29,340 9,560,341 16,702,989 26,292,670

Exercise of options --- 8,170 4,310,695 --- 4,318,865
Tax benefit of exercise of option - --- -- 5,185,489 --- 5,185,489
Net income - - --- -- -- 5,405,732 5,405,732
------------- -------------- ------- ----------- ----------- -----------
Balance at April 30, 2004 $ - $-- 37,510 $19,056,525 $22,108,721 $41,202,756
=============19,056,525 22,108,721 41,202,756
Exercise of options -- 44 17,774 -- 17,818
Tax benefit of exercise of option -- -- 12,721 -- 12,721
Net income -- -- -- 4,698,799 4,698,799
--- ------- ----------- ----------- ------------
Balance at April 30, 2005 -- 37,554 19,087,020 26,807,520 45,932,094
Exercise of options -- 316 80,269 -- 80,585
Net income -- -- -- 1,882,132 1,882,132
--- ------- ----------- ----------- ------------
Balance at April 30, 2006 $-- $37,870 $19,167,289 $28,689,652 $47,894,811
=== ======= =========== =========== =========== =======================

The accompanying notes are anthe integral part of these statements.

F-6this statement.

F-7

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES AND AFFILIATE
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED APRIL 30,

2006 2005 2004
2003 2002
------------ ------------ ----------------------- -----------

Cash flows from operating activities
Net income $ 5,405,7321,882,132 $ 5,714,9244,698,799 $ 1,542,0565,405,732
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation and amortization 4,231,543 3,249,055 2,682,530 3,456,773 2,905,123
Provision for doubtful accounts - (124,786) 70,004
Provision296,918 -- --
Reduction in provision for inventory
obsolescence 390,087 (319,445) (169,926) - (121,500)
Deferred income taxes (358,435) 1,876,218 (1,607,756)
69,780 114,704Gain on sale of discontinued operation (310,731) -- --
Forgiveness of SMTU interest payable -- (145,841) --

Changes in operating assets and liabilities, net
of acquisition
Accounts receivable (559,175) (1,624,036) 981,616
(2,219,235) 1,714,710
Inventories (6,121,916) (6,980,704) 109,594 233,995 10,776,530
Prepaid expenses and other assets (146,594) 408,394 (1,015,409) 349,221 2,747,885
Refundable income taxes (476,000) 275,583 (128,761) - -
Minority interest in affiliate -- (439,787) 205,241 (272,075) 237,402
Trade accounts payable 3,207,340 (79,915) (444,749)
1,588,230 (6,138,406)Tax benefits of options exercised -- 12,721 5,185,489
Accrued expenses and wages (469,753) (1,671) (412,761) 1,496,498 489,404
Income taxes 431,728 407,710 (1,422,212)
1,405,119 17,093
------------ ------------ ----------------------- -----------
Net cash provided by operating activities 4,183,139 11,698,444 14,355,0051,997,144 1,337,081 9,368,628

Cash flows from investing activities
Acquisition of Able, net of cash (16,771,755) -- --
Proceeds from sale of machinery and equipment - 1,282 -182,244 -- --
Proceeds from sale of Las Vegas operation 1,705,695 -- --
Purchases of machinery and equipment (6,372,467) (3,816,935) (9,231,061)
(1,666,103) (975,351)Purchase of SMTU interest -- (1,338,858) --
------------ ------------ ----------------------- -----------
Net cash used in investing activities (21,256,283) (5,155,793) (9,231,061) (1,664,821) (975,351)

Cash flows from financing activities
Proceeds from exercise of options 80,587 17,774 4,318,865
124,315 -
Tax benefits of options exercised 5,185,489 - -
Borrowings (payments)Proceeds under building notes payable 1,607,742 (245,546) -
Net payments-- -- 3,600,000
Payments under building notes payable (482,740) (462,289) (1,992,258)
Payments from other notes payable - (58,749) 58,749
(Payments)(300,000) (1,030,000) --
Proceeds under capital lease obligations 2,720,415 1,729,073 --
Payments under capital lease obligations (1,322,154) (792,090) (985,275)
(1,182,644) (3,065,451)Proceeds under term loan 3,000,000 -- --
Net paymentsproceeds (payments) under linelines of credit 18,648,942 (605,556) (357,929)
(8,593,535) (10,030,572)
------------ ------------ ----------------------- -----------
Net cash provided by (used in)
financing activities 9,768,892 (9,956,159) (13,037,274)22,345,050 (1,143,088) 4,583,403
------------ ------------ ----------------------- -----------
INCREASE (DECREASE) IN CASH 3,085,911 (4,961,800) 4,720,970 77,464 342,380

Cash at beginning of year 184,014 5,145,814 424,844
347,380 5,000
------------ ------------ ----------------------- -----------
Cash at end of year $ 3,269,925 $ 184,014 $ 5,145,814
$ 424,844 $ 347,380
============ ============ ======================= ===========
Supplementary disclosures of cash flow information
Cash paid for interest $ 461,549886,652 $ 1,117,848412,324 $ 2,402,483341,212
Cash paid for income taxes, net of (refunds) 1,135,078 333,518 1,322,633 1,881,210 (146,293)
Tax benefit of options exercised 5,185,489 - -
Acquisition of buildings financed under bank notes -- -- 3,600,000

1,950,000 -Non Cash Investing Activities 2005
Acquisition of SMTU $ 2,814,699
Forgiveness of interest payable of SMTU (145,841)
Cash paid for acquisition (1,338,858)
-----------
Notes issued for acquisition $ 1,330,000

Forgiveness of subordinated debenture 1,050,000
Forgiveness of accrued interest payable 593,582
Reduction of long lived assets from purchase of SMTU 344,155
Goodwill created 826,962

The accompanying notes are an integral part of these statements.

F-7F-8

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2004, 20032006, 2005 AND 20022004

NOTE A - DESCRIPTION OF THE BUSINESS

SigmaTron International, Inc. (the "Company")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)(box-build) electronic products. In
connection with the production of its assembled products the Company; its wholly owned subsidiary, Standard Components de Mexico, S.A.; its
affiliate, SMT Unlimited L.P. ("SMTU"); its wholly owned foreign enterprise
Wujiang SigmaTron Electronic Co., Ltd. ("SigmaTron China"); and its procurement
branch, SigmaTron Taiwan, provideCompany also provides
services to theirits 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. Approximately 16% of the consolidated assets of the Company are
located in foreign jurisdictions outside the United States.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION POLICY

The consolidated financial statements include the accounts and transactions of
the Company, its wholly-owned subsidiary,subsidiaries, Standard Components de Mexico, S.A.,
SMTU,and AbleMex S.A. DE C.V., its wholly owned foreign enterprise Wujiang SigmaTron
ChinaElectronics Co., LTD. ("SigmaTron China") and its procurement branch, SigmaTron
Taiwan. The functional currency of the Mexican and Chinese subsidiaries and
procurement branch, SigmaTron Taiwan, is the U.S. dollar. The Company adopted
the provisions of Financial Accounting Standards Board ("FASB") Interpretation
No. 46R ("FIN 46R"), "Consolidation of Variable Interest Entities"Entities. The Company
adopted FIN 46R as of November 1, 2003, as it relates to its 42.5% ownedformer affiliate
SMT Unlimited L.P. ("SMTU"). On September 2, 2004, the remaining minority
interest in SMTU and consolidatedwas acquired. On October 1, 2004, SMTU fromwas liquidated, thereby
becoming an operating division of the earliest date reported. The Company owns 42.5% of SMTU and previously reported
its ownership under the equity method. Significant intercompany accounts and
transactions have been eliminated in consolidation.Company.

USE OF ESTIMATES

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 reported inof assets and liabilities and disclosures of contingent assets and
liabilities at the date of the consolidated financial statements and accompanying notes.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 and estimates used in goodwill impairment
test. Actual results could materially differ from thosethese estimates.

F-8F-9

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2004, 20032006, 2005 AND 20022004

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and all highly liquid short-term
investments maturing within three months of the purchase date.

RESTRICTED CASH

Restricted cash represents amounts held in escrow as it relates to the
acquisition of the Company's corporate headquarters and midwestern manufacturing
facility. The amounts become unrestricted upon settlement of all matters related
to the acquisition of the facility.

ACCOUNTS RECEIVABLE

The majority of the Company's accounts receivable are due from companies in the
consumer electronics, gaming, fitness, industrial electronics, life sciences,
semiconductor, telecommunications, home appliancesappliance and automotive industries. Credit
is extended based on evaluation of a customer's financial condition, and,
generally, collateral is not required. Accounts receivable are due in accordance
with agreed upon terms, and are stated at amounts due from customers net of an
allowance for doubtful accounts. Accounts outstanding longer than the
contractual payments terms are considered past due. The Company determines its
allowance by considering a number of factors, including the length of time trade
accounts receivable are past due, the Company's previous loss history, the
customer's current ability to pay its obligation to the Company, and the
condition of the general economy and the industry as a whole. The Company writes
off accounts receivable when they become uncollectible, and payments
subsequently received on such receivables are credited to the allowance for
doubtful accounts.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company's allowance for doubtful accounts related to receivables not
expected to be collected from our customers. This allowance is based on
management's assessment of specific customer balances, considering the age of
receivables and financial stability of the customer and a five year average of
prior uncollectible amounts. If there is an adverse change in the financial
condition of the Company's customers, or if actual defaults are higher than
provided for, an addition to the allowance may be necessary.

INVENTORIES

Inventories are valued at the lower of cost or market. Cost is determined by the
first-in, first-out method. The inventory includes an allocation of labor and
overhead, including direct and indirect labor, freight and other overhead costs.
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 assumptions about future product demand
and market conditions. Actual product demand or market conditions could be
different than projected by management.

F-9F-10

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2004, 20032006, 2005 AND 20022004

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

PLANT PROPERTYMACHINERY AND EQUIPMENT

Machinery and equipment are valued at cost. The Company provides for
depreciation and amortization using the straight-line method over the estimated
useful life of the assets:

Buildings 20 years
Machinery and equipment 5-12 years
Office equipment 5 years
Tools and dies 12 months
Leasehold improvements 15 yearsterm of lease

INCOME TAXES

Deferred tax assets and liabilities are determined based on differences between
financial reporting and tax bases of assets and liabilities, and are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse. Valuation allowances are established when necessary to
reduce deferred tax assets to an amount more likely than not to be realized.

EARNINGS PER SHARE

Basic earnings per share are computed by dividing income available to common
stockholders (the numerator) by the weighted-average number of common shares
outstanding (the denominator) for the period. The computation of the diluted
earnings per share is similar to the basic earnings per share, except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potentially dilutive common shares had been
issued. Approximately 3,100 and 33,100 shares were anti-dilutive for the years
ended April 30, 2005, and 2006, respectively.

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 its facilities, which is also usually the same point that title passes
under the terms of the purchase order. Periodicallyorder except for consignment inventory.
Consignment inventory is held onshipped from the Company to an independent warehouse
for storage or shipped directly to the customer and stored in a segregated part
of the customer's own facility. Upon the customer's request for inventory, the
consignment and revenueinventory is recognized whenshipped to the product is consumedcustomer if the inventory was stored
offsite or transferred from the segregated part of the

F-11

SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

REVENUE RECOGNITION - CONTINUED

customer's facility for consumption, or use, by the Company's customer. BasedThe Company
recognizes revenues upon such transfer. The Company does not earn a fee for
storing the consignment inventory.

The Company provides a ninety (90) day warranty for workmanship only and does
not have any installation, acceptance or sales incentives, although the Company
has negotiated extended warranty terms in certain instances. The Company
assembles and tests assemblies based on customers specifications. Historically
the amount of returns for workmanship issues has been de minimus under the
Company's history of providing contract
manufacturing services,standard or extended warranties. Any returns for workmanship issues
received after each period end are accrued in the Company believes that collectibility is reasonably
assured.respective financial
statements.

SHIPPING AND HANDLING COSTS

The Company records shipping and handling costs net, within selling and
administrative expenses. Customers are typically invoiced for shipping costs.
Shipping and handling costs totaled $77,495, $113,238were not material to the financial statements for
fiscal years 2006 and $93,150 in fiscal
2004, 2003 and 2002, respectively.

F-10

SIGMATRON INTERNATIONAL, INC., SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2004, 2003 AND 2002

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED2005.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments include receivables, notes payable, accounts
payable, and accrued liabilities. The fair values of financial instruments are
not materially different from their carrying values.

WARRANTS

The Company accounts for warrant investments in accordance with SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. The Company
determines the appropriate classification of all warrants as available-for-sale
at the time of award and at April 30, 2006, all of the Company's investments
were reported at fair value. Realized and unrealized gains and losses are
reported in other income (expense).

LONG-LIVED ASSETS

In accordance with Statement of Financial Accounting Standards SFAS No. 144,
accounting for the impairment ofThe Company reviews long-lived assets is reviewed for impairment, whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. If the fair value of anAn asset is determinedconsidered impaired if its carrying amount exceeds the
future net cash flow the asset is expected to generate. If such asset is
considered to be less
thanimpaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the asset, if any, exceeds its fair
market

F-12

SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

LONG-LIVED ASSETS - CONTINUED

value. The Company has adopted SFAS No 144, which establishes a loss is recognizedsingle
accounting model for the difference.impairment or disposal of long-lived assets, including
discontinued operations. There were no impairments for the fiscal years ended
April 30, 2006, 2005 and 2004.

GOODWILL AND OTHER INTANGIBLES

In accordance with, SFAS No. 141 "Business Combinations" a purchaser must
allocate the total consideration paid in a business combination to the acquired
tangible and intangible assets based on their fair value. Goodwill represents
the purchase price in excess of the fair value of assets acquired in business
combinations. SFAS No. 142, requires the Company to assess goodwill for
impairment at least annually in the absence of an indicator of possible
impairment and immediately upon an indicator of possible impairment. During the
fourth quarter of fiscal year 2006 the Company completed its annual assessment
of impairment regarding the goodwill recorded. That assessment, supported by
independent appraisals, did not identify any impairment as of April 30, 2006.

Goodwill
----------

May 1, 2004 $ --
SMTU acquisition 756,959
----------
April 30, 2005 756,959
Able acquisition 8,541,986
----------
April 30, 2006 $9,298,945
==========

F-13

SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

GOODWILL AND OTHER INTANGIBLES - CONTINUED

The following are the changes in the carrying amount of intangible assets, net
of accumulated amortization:

Internally
Developed Non-competes Customer
Software and Backlog Relationships Total
---------- ------------ ------------- ----------

Balance as of April 30, 2005 $ -- $ -- $ -- $ --
Acquisition 115,000 260,000 2,395,000 2,770,000
Amortization Expense (115,000) (219,170) (249,480) (583,650)
Balance as of April 30, 2006 $ 0 $ 40,830 $2,145,520 $2,186,350
Amortization period 1 year 2 years 8 years N/A

F-14

SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

GOODWILL AND OTHER INTANGIBLES - CONTINUED

The estimated intangible amortization expenses for the next five years are as
follows:

Years Ended April 30,
2007 $ 724,582
2008 503,697
2009 349,186
2010 245,216
2011 163,998
Thereafter 199,671
----------
$2,186,350
==========

STOCK INCENTIVE PLANS

The Company maintains various stock incentive plans. See Note NQ for additional
information regarding these 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 is in
compliance with disclosure provisions of SFAS 123, Accounting for Stock-Based
Compensation and SFAS 148 Accounting for Stock-Based Compensation-Transition and
Disclosure. The Company recognizes compensation costexpense for restricted shares
and restricted stock units to employees. As of April 30, 2004,2006, there are no
issued restricted shares or restricted stock units.

NoOn April 28, 2006, in response to the issuance of SFAS 123R, the Company's
Compensation Committee of the Board of Directors approved accelerating the
vesting of 349,695 unvested stock options held by current employees and
executive officers. Under FIN 44, a modification to accelerate the vesting of a
fixed award effectively results in the renewal of that award if, after the
modification, an employee is able to exercise/vest in an award that under the
original terms, would have expired unexercisable/vested. If the employee
continues to provide service and would have vested in the awards under the
original vesting provisions, the modification does not cause an effective
renewal of the awards and, accordingly, any incremental compensation cost isexpense
measured as of the modification date should not be recognized. The Company
determined approximately 15,900 options were effectively renewed and
compensation expense of $5,248 was recognized for stock option
grants.in fiscal year 2006.

F-15

SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

STOCK INCENTIVE PLANS - CONTINUED

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.provisions.

The following table also provides the amount of stock-based compensation costexpense
included in net earnings as reported.

2006 2005 2004
2003 2002
----------- ----------- --------------------- ----------

Net income as reported $ 5,405,732 $ 5,714,924 $ 1,542,0561,882,132 $4,698,799 $5,405,732
Add total stock-based employee compensation
expense recorded in the period 5,248 -- --
Deduct total stock-based employee compensation
expense determined under fair value basedvalue-based
method for awards granted, modified, or
settled, net of related tax effects (2,342,955) (217,322) (266,528)
(563,018) (1,090,795)
----------- ----------- --------------------- ----------
Pro forma net income $ 5,139,204(455,575) $4,481,477 $5,139,204
=========== ========== ==========

2006 2005 2004
------ ----- -----

Earnings per share
Basic - as reported $ 5,151,906 $ 451,261
=========== =========== ===========0.50 $1.25 $1.58
Basic - pro forma (.12) 1.19 1.50
Diluted - as reported 0.48 1.21 1.53
Diluted - pro forma (.12) 1.17 1.45

F-11The Company adopted SFAS 123(R) on May 1, 2006, and implemented the new standard
utilizing the Modified Prospective Application transition method. SFAS 123(R)
requires

F-16

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2004, 20032006, 2005 AND 20022004

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

STOCK INCENTIVE PLANS - CONTINUED

2004 2003 2002
----- ----- -----

Earnings per share
Basic - as reported $1.58 $1.98 $ .54
Basic - pro forma 1.50 1.78 .16

Diluted - as reported 1.53 1.70 .52
Diluted - pro forma 1.45 1.54 .15
the Company to measure the cost of employee services received in exchange for an
equity award based on the grant date fair value. Compensation expense for which
the requisite service requirement that has not been rendered and are outstanding
as of the adoption date will be recognized over the remaining service period. At
April 30, 2006, all equity awards have been vested. The Company has determined
that the adoption SFAS 123(R) will not have a significant impact on its
financial position, results of operations, EPS and cash flows as of April 30,
2006. However, SFAS 123 (R) could have a material impact on the Company's
results of operation if additional options are granted.

RISKS AND UNCERTAINTIES

The Company's inventories include parts and components that may be specialized
in nature or subject to customers' future usage requirements. The Company has
programs to minimize the required inventories on hand and actively monitors
customer purchase orders and backlog. The Company uses estimated allowances to
reduce recorded amounts to market values,values; such estimates could change in the
future.

NEW ACCOUNTING STANDARDS

In January 2003, FinancialJune 2006 FASB Interpretation 48 "Accounting for Uncertainty in Income Taxes"
was issued which clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with FASB
Statement No. 46 ("FIN46R"),109, Accounting for Income Taxes. This Interpretation prescribes a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. This Interpretation also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition.

This Interpretation is an
interpretationeffective for fiscal years beginning after December 15,
2006, and earlier application of the provisions of this Interpretation is
encouraged if the enterprise has not yet issued financial statements, including
interim financial statements, in the period this Interpretation is adopted. The
Company has not yet determined the impact of FASB Interpretation 48 on its
financial statements.

On June 1, 2005, the FASB issued Statement No. 154, Accounting Research BulletinChanges and Error
Corrections, a replacement of APB Opinion No. 5120 and revisesFASB Statement No. 3 (SFAS
154). The statement applies to all voluntary changes in accounting principles,
and changes the requirements for consolidation by business enterprisesaccounting for and reporting of variable interest
entities. FIN 46R applies immediately to variable interest entities created
after January 31, 2003 and to variable interest entitiesa change 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.accounting principles. The Company adopted FIN 46R as of November 1, 2003 as it relatesSFAS 154 at December 31, 2005, there
is no material change to its 42.5% owned
affiliate SMTU. SMTU has been an affiliate of the Company since 1995. The
Company's investment and receivables from SMTU totaled approximately $3,350,000
at April 30, 2004.

The accompanying financial statements 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% reflectedoperating results as a "minority interest." Previously the Company
had reflected such investment on the equity method. The Company adopted the
provisionresult of FIN 46R for its investment in SMTU and has restated all periods
presented.

F-12this
adoption.

F-17

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2004, 20032006, 2005 AND 20022004

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

NEW ACCOUNTING STANDARDS - CONTINUED

In December 2004 the Financial Accounting Standards Board issued SFAS No. 123
(revised 2004), Share-Based Payment ("SFAS 123(R)"). The consolidationCompany adopted SFAS
123(R) on May 1, 2006. SFAS 123(R) requires the Company to measure the cost of
SMTUemployee services received in exchange for an equity award based on the grant
date fair value. The cost will be recognized in financial statements as an
expense over the period during which an employee is required to provide service.
The Company has determined that the adoption SFAS 123(R) will not have a
significant impact on its financial position, results of operations, EPS and
cash flows. However, SFAS 123(R) could have a material impact on the Company's
results of operation if additional options are granted.

On December 21, 2004, FSP FAS 109-2, "Accounting and Disclosure Guidance for the
Foreign Earnings Repatriation Provision within the American Jobs Creation Act of
2004 ("Act")," was issued. FSP FAS 109-2 provides companies additional time,
beyond the financial reporting period during which the Act took effect, to
evaluate the Act's impact on a company's plan for reinvestment or repatriation
of certain foreign earnings for purposes of applying Statement 109. FSP FAS
109-2 was effective upon issuance. Based on the Company's analysis of the
repatriation provision of the Act, although not yet finalized, it is unlikely
that the Company had any foreign earnings to repatriate, and accordingly, the
following effectfinancial statements do not reflect any provisions for taxes on amounts previously
reported by SigmaTron.

Previously As currently
reported reported
------------ ------------

April 30, 2003 Total assets $ 45,105,994 $ 49,818,381
April 30, 2003 Total liabilities 19,142,532 23,525,711
April 30, 2003 Total stockholders equity 25,963,462 26,292,670
April 30, 2003 Net sales 93,165,149 105,824,257
April 30, 2003 Net income 5,385,716 5,714,924
April 30, 2003 Earnings per share - basic $ 1.87 $ 1.98
April 30, 2003 Earnings per share - diluted $ 1.61 $ 1.70
unremitted
foreign earnings. The impact on the Company has not been material.

In May 2003,November 2004 the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics151, "Inventory Costs - an amendment
of Both Liabilities and Equity.ARB No. 43, Chapter 4." This statement establishes standardsamends the guidance in Accounting
Research Bulletin (ARB) No. 43, Charter 4, "Inventory Pricing," to clarify the
accounting for how an issuer classifiesabnormal amounts of idle facility expense, freight, handling
costs and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilitieswasted material (spoilage) and equity. SFAS No. 150 requires that an issuer classify a
financial instrumentthose items be recognized
as current-period charges regardless of whether they meet the criterion of
"abnormal." The statement also requires that is withinallocation of fixed production
overheads to the scope as a liability (or an asset in
some circumstances) because that financial instrument embodies an obligationcost of conversion be based on the normal capacity of the
issuer. SFAS No. 150 isproduction facilities. The provisions of this statement are effective for
financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the beginning of the
first interim periodsinventory costs incurred during fiscal years beginning after June 15, 2003, except2005 (as
of May 1, 2006, for mandatory
redeemable financial instrumentsthe Company) and are to be applied prospectively. The
Company does not believe the impact will be material.

On October 22, 2004, the President signed the American Jobs Creation Act of nonpublic entities.2004
("the Act"). The adoptionAct provides a deduction from income from qualified domestic
production activities, which will be phased in from 2005 through 2010. In
return, the Act also provides for a two-year phase-out (except for certain
pre-existing binding contracts) of this
statement didthe existing Extraterritorial Income ("ETI")
exclusion tax benefit for foreign sales which the World Trade Organization
("WTO") ruled was an illegal export subsidy. The European Union ("EU") believes
that the Act fails to

F-18

SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

NEW ACCOUNTING STANDARDS - CONTINUED

adequately repeal the illegal export subsidies because of the transitional
provisions and has asked the WTO to review whether these transitional provisions
are in compliance with their prior ruling. Additionally, the Act creates a
temporary incentive for U.S. corporations to repatriate accumulated income
earned abroad by providing an 85% dividend received deduction for certain
dividends from controlled foreign corporations. The impact on the Company has
not have a material effect on its results of operations or
financial position.been material.

RECLASSIFICATIONS

Certain amounts in the 20022004 and 20032005 financial statements have been reclassified
to conform with the 20042006 presentation.

F-13NOTE C - DISCONTINUED OPERATIONS

In June 2005 the Company closed on the sale of its Las Vegas, Nevada operation.
The Las Vegas facility operated as a complete EMS center specializing in the
assembly of electronic products and cables for a broad range of customers
primarily in the gaming industry. The effective date of the transaction was May
30, 2005. The transaction was structured as an asset sale, and included a
$2,000,000 cash payment to the Company for the buyer's purchase of the
machinery, equipment and other assets of the Las Vegas operation. The
transaction was recorded by the Company in the first quarter of fiscal year 2006
and included a gain on the transaction of approximately $311,000. The gain was
offset by a loss of approximately $383,000 on discontinued operations for the
Las Vegas operation for the period ended April 30, 2006.

The following amounts related to the discontinued operation and have been
segregated from continuing operations and reflected as discontinued operations
in each periods' consolidated statement of income (in thousands):

2006 2005 2004
----- ------- -------

Sales $ 522 $11,764 $16,316
Income (loss) before tax expense (benefit) (383) (234) 773
Net Income (loss) from discontinued operation 355 (142) 467
Gain on sale of business 311 -- --
Net income (loss) from discontinued operation $ (44) $ (142) $ 467

F-19

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

2003 AND 2002

NOTE CD - ALLOWANCE FOR DOUBTFUL ACCOUNTS

Changes in the Company's allowance for doubtful accounts are as follows:

2006 2005 2004
2003 2002
--------- --------- ----------------- --------

Beginning balance $ 120,000 $ 276,470 $ 244,782$120,000 $120,000
Bad debt expense 296,918 22,281 2,650
77,759 70,004
Write-offs (148,001) (22,281) (2,650)
(234,229) (38,316)
Recoveries - - -
--------- --------- ---------

Ending balance-------- --------
$ 120,000 $ 120,000 $ 276,470268,917 $120,000 $120,000
========= ========= ================= ========

NOTE DE - INVENTORIES

Inventories consist of the following at April 30:

2004 20032006 2005
----------- -----------

Finished products $ 3,400,7428,216,317 $ 3,984,5767,205,332
Work in process 1,221,160 1,242,0282,563,334 1,007,594
Raw materials 10,245,349 9,750,24121,239,935 13,635,029
----------- -----------
14,867,251 14,976,84532,019,586 21,847,955
Less obsolescence reserve 698,894 868,820769,536 379,449
----------- -----------
$14,168,357 $14,108,025$31,250,050 $21,468,506
=========== ===========

F-20

SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

NOTE E - INVENTORIES - CONTINUED

Changes in the Company's inventory obsolescence reserve are as follows:

2006 2005 2004
2003 2002
----------------- --------- ---------

Beginning balance $ 868,820 $ 754,644 $ 488,817
Write-offs - 114,176 387,327
Recoveries (169,926) - (121,500)
--------- --------- ---------

Ending balance$379,449 $ 698,894 $ 868,820
Write-offs 390,087 -- --
Recoveries -- (319,445) (169,926)
-------- --------- ---------
$769,536 $ 754,644
=========379,449 $ 698,894
======== ========= =========

F-14

SIGMATRON INTERNATIONAL, INC., SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2004, 2003 AND 2002

NOTE E - OTHER INCOME

In 2002, other income primarily comprises compensation from one of the Company's
customers relating to cancelled purchase order commitments.

NOTE F - PROPERTY, PLANTMACHINERY AND EQUIPMENT, NET

Machinery and equipment consist of the following at April 30:

2004 20032006 2005
----------- -----------

Land and buildings $ 8,832,653 $ 1,950,000
Property, plant$10,941,318 $10,380,359
Machinery and equipment 19,126,937 15,767,90732,488,194 30,591,691
Office equipment 2,578,362 2,497,9913,303,053 2,745,155
Tools and dies 268,630262,916 268,630
Leasehold improvements 1,838,958 2,616,1942,798,257 1,861,508
Equipment under capital leases 13,185,881 13,185,8816,060,128 4,215,171
----------- -----------
45,831,421 36,286,60355,853,866 50,062,514
Less accumulated depreciation and
amortization, including
amortization of assets under
capital leases of $6,868,759$1,317,681 and
$5,813,891$922,946 at April 30, 20042006 and
2003,2005, respectively 20,123,520 17,189,63325,309,559 23,372,574
----------- -----------
Property, plantMachinery and equipment, net $25,707,901 $19,096,970$30,544,307 $26,689,940
=========== ===========

NOTE G - GUARANTEES

In August 1999, the Company entered into a guaranty agreement with SMTU's lender
to guarantee the obligation of SMTU under its revolving line of credit to a
maximum of $2,000,000 plus interest and related costs associated with the
enforcement of the guaranty. In connection with the guaranty agreement, one of
the limited partners of SMTU and a Vice President of SMTU have each executed a
guaranty to the lender to reimburse the Company for up to $500,000 of payments
made by the Company under its guaranty to the lender in excess of $1,000,000. In
addition, the limited partner has agreed to indemnify the Company for 50% of all
payments made on behalf of SMTU to the lender. The limited partner's obligation
to the Company under the indemnity is reduced dollar for dollar to the extent
the limited partner would otherwise be

F-15F-21

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2004, 20032006, 2005 AND 20022004

NOTE G - GUARANTEES - CONTINUED

obligated to pay more than $1,000,000 as a result of his guaranty to the lender.
The revolving line of credit expires on July 31, 2005 and no liability has been
recorded by the Company related to its guaranty.

NOTE H - NOTES PAYABLE

The Company amended its loanentered into an Amended Loan and security agreementSecurity Agreement in February 2004, that
providesJuly 2005,
which provided for a revolving credit facility, an $800,000 equipment loan facility,
and a $2,000,000 letter-of-credit facility. The maximum borrowing limit
under the amended revolving credit facility is limited to the lesser ofof: (i)
$13,000,000$17,000,000 or (ii) an amount equal to the sum of up to 85% of the receivablesreceivable
borrowing base and the lesser of $6,500,000$8,500,000 or up to 50%varying percentages of the
inventory borrowing base, as
defined.base. The Amended Loan and Security Agreement expires on June 30, 2008
and includes certain financial covenants. The Amended Loan and Security
Agreement also provides a four year term loan in the amount of $3,000,000.
Interest on the term loan accrued at 5.41% to 6.46% and interest only is due
each quarter through June 30, 2006. Quarterly principal payments of $250,000 are
due beginning June 30, 2006. At April 30, 20042006, and 2003,2005, $3,000,000 and $0 was
outstanding under the term loan, respectively.

In September 2005 the Company had outstanding borrowingsfurther amended the above described credit
facility to increase the revolving credit facility from $17,000,000 to
$22,000,000. The amended revolving credit facility is limited to the lesser of:
(i) $22,000,000 or (ii) an amount equal to the sum of $085% of the receivable
borrowing base and $1,653,963, respectively.the lesser of $11,000,000 or varying percentages of the
inventory base.

Borrowings under the revolving line of credit bear interest at the prime rate
up
to prime rate plusminus 0.5% (4.0% - 4.5%, or 7.25% at April 30, 2004).2006. The Company must also pay an unused
commitment fee equal to 0.25%0.20% on the revolving credit facility. As of April 30,
2004,2006, the Company had an availableexcess availability on the line of credit of $13,000,000.approximately
$4,076,000. The revolving credit facility matures SeptemberJune 30, 2005. At April 30, 2004, the
Company was in compliance with its financial covenants and had no borrowing
under this facility.

Borrowings2008. The outstanding
balance under the equipment loan bear interest at prime plus 0.5%. The
equipment loan matures August 2005. No amounts were outstanding under the
equipment loan facilityline of credit was $17,924,327 and $392,038 at April 30, 2004.2006,
and 2005, respectively.

The loan and security agreement is collateralized by substantially all of the
domestically located assets of the Company and contains certain financial
covenants, including specific covenants pertaining to the maintenance of minimum
tangible net worth and net income. The agreement also restricts annual lease
rentals and capital expenditures and the payment of dividends or distributions of any cash or other
property on any ofdividends. At April 30,
2006, the Company was in compliance with its capital stock, except that common stock dividends may be
distributed byfinancial covenants.

The amended Loan and Security Agreement also provides a stock split or dividends pro rata to its stockholders.

On June 25, 2004 SMTU amended itsterm loan and security agreement ("Agreement")
covering its revolving credit facility. Underin the amended terms of the
Agreement, the maximum borrowing limit is the lesser of (i) $3,000,000, or (ii)
an amount equal to the sum of (A) eighty-five percent (85%) of the net amount
eligible accounts receivable outstanding at such date; (B) fifty percent (50%)
of eligible inventory at such date and (C) fifty (50%) of the net amount
of foreign Solectron eligible accounts receivable$3,000,000. Interest only is due in year one and quarterly principal payments
of $250,000 are due in years two through four. During fiscal year 2006 interest
accrued at 5.41%-6.46% and interest only is due each quarter through June 30,
2006. Quarterly principal payments of $250,000 are due beginning June 30, 2006.
At April 30, 2006, and 2005, $3,000,000 and $0 was outstanding at such date;
provided, however, thatunder the F-16term
loan, respectively.

SigmaTron China entered into a loan agreement in April 2005, which provides
approximately $1,300,000 U.S. dollars under a line of credit with the China
Construction Bank. The interest rate under the agreement was 5.76% during fiscal
year 2006. SigmaTron China had $1,237,753

F-22

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

2003 AND 2002

NOTE HG - NOTES PAYABLE - CONTINUED

aggregate amount of advances for eligible inventory shall not exceed one million
five hundred thousandU.S. dollars ($1,500,000) at any time and the aggregate amount
of advances for foreign Solectron eligible accounts receivable shall not exceed
five hundred thousand dollars ($500,000) at any time. The amended revolving
credit facility matures on July 31, 2005. Borrowingsoutstanding under the revolving credit
facility bear interest at the bank's prime plus 2.0% (6.0% at April 30, 2004).loan. The Company is obligated to pay an annual commitment fee of 1/4 of 1.0% on the
average daily unused portion of the revolving credit facility. The available
portion of the revolving credit facility at April 30, 2004 was $132,798.

The Agreementloan is collateralized by substantially allthe
Company's building in Suzhou-Wujiang China and 60 of the assets of SMTU and
contains certain financial covenants, including specific covenants pertaining to100 Chinese acres
leased at the maintenance of tangible net worth and net income before partnership
distributions. As of April 30, 2004 SMTUproperty. The loan was paid in compliance with these debt
covenants. At April 30, 2004 and 2003 SMTU had outstanding borrowings of
$1,118,514 and $1,476,443, respectively.full in July 2006.

On November 19, 2003, the Company purchased the property that serves as the
Company's corporate headquarters and its Midwestern manufacturing facility. The
Company executed a note with LaSalle Bank N.A. in the amount of $3,600,000. The
note bears a fixed interest rate of 5.43% and is payable in sixty monthly
installments. A final payment of approximately $2,700,000 is due on or before
November 30, 2008. At April 30, 2004, $3,525,0002006, $3,165,000 and at April 30, 2005,
$3,345,000 was outstanding.

In May 2002 the Company acquired a plant in Mexico through seller financing. The
loan of $1,950,000 is payable in equal monthly installments of approximately
$31,000 over six and a half years at a rate of 7% interest per annum. Prior to
the acquisition of the plant the Company rented the facility. At April 30, 2006,
$856,089 and at April 30, 2005, $1,158,828 was outstanding.

The aggregate amount of debt maturing in each of the next five fiscal years and
thereafter is as follows:

Fiscal Year
- -----------

2007 $ 1,430,000
2008 2,840,290
2009 21,912,698
2010 0
2011 0
Thereafter 0
-----------
$26,182,988
===========

F-23

SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

NOTE IH - ACCRUED EXPENSES AND WAGES

Accrued expenses and wages consist of the following at April 30:

2004 20032006 2005
---------- ----------

Payroll $1,552,855 $1,992,531Wages $1,146,418 $ 221,584
Bonuses 1,941,402 1,942,200596,658 1,454,204
Interest payable 542,200 539,793168,097 139,810
Commissions 49,905 45,73458,262 43,054
Professional fees 454,382 433,244306,505 315,279
Other 1,630,678 1,771,560
---------- ----------
$4,540,744 $4,953,502$3,906,618 $3,945,491
========== ==========

F-17NOTE I - RELATED-PARTY TRANSACTIONS AND COMMITMENTS

During August and September 2004 the Company acquired all the interests of the
outside investors in its affiliate SMT Unlimited L.P. ("SMTU") and the general
partner of SMTU, SMT Unlimited, Inc., including voting interest. On October 1,
2004, SMT Unlimited, Inc. was merged into the Company, and SMTU was liquidated,
thereby becoming an operating division of the Company. Prior to the acquisition
by the Company, SMTU was consolidated under FIN46R. The aggregate price paid for
all the interests was $2,814,699. This aggregate price was paid with $1,330,000
in notes with terms of up to 2 years and cash in the amount of $1,338,858 and
the forgiveness of interest expense of $145,841. The acquisition was treated as
a step acquisition and resulted in goodwill of $756,959 from one step and
negative goodwill of $452,087 from the second transaction. The negative goodwill
was treated as a reduction in the acquired long lived assets from SMTU. On
October 1, 2004, SMT Unlimited, Inc. was merged into the Company, and SMTU was
liquidated, thereby becoming an operating division of the Company. The Company
purchased the outstanding interest of SMTU in order to provide seamless service
to its customers.

F-24

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

2003 AND 2002

NOTE JI - RELATED-PARTY TRANSACTIONS AND COMMITMENTS - CONTINUED

The assets and liabilities assumed in the transaction are summarized below:

September
30, 2004
----------

Assets
Current assets $4,009,305
Machinery & Equipment-net 3,917,418
Other assets 11,755
----------
Total Assets $7,938,478
==========
Liabilities
Current liabilities 5,225,840
Total long term liabilities 2,100,000
Owner's equity 612,638
----------
Total Liabilities and Shareholder's Equity $7,938,478
==========

NOTE J - BLOCK SHIELD WARRANTS

The Company hadexpended $25,000 to investigate the feasibility of manufacturing a
related-party transaction with Circuit Systems,product for WaveZero, Inc., which
filed for protection under Chapter 11the owner of design rights to certain shielding
products. In exchange the Federal bankruptcy code, and is now
known as Circuit Systems, Inc. Liquidating Grantor's Trust, dated October 14,
2001 ("CSI"), a former shareholderCompany received warrants convertible into 153,781
shares of the Company. CSI divested itself of the
investment in common stock of Block Shield Corporation, PLC (BLS; London Stock
Exchange), the parent of WaveZero, Inc. Those warrants were subject to
forfeiture upon the occurrence of certain events. During the quarter ending
January 31, 2005, the risk of forfeiture terminated. Upon such termination SFAS
No. 138 provides that this security be marked to market. Accordingly, the
Company in April 2001. The transaction
primarily involved the leasing of operating space. The Company leased space in
Elk Grove Village, Illinois, at a base rental of $33,800 per month, withrecorded an additional $7,000 per month for property taxes. The lease required the Company
to pay maintenance and utility expenses. Subsequent to the renewal agreement,
CSI sold the building to a non-related party. The Company's exercise of the
renewal option was acknowledged by the new owner. Rent and property tax expense
related to the agreement totaled approximately $270,000 from May 2003 through
mid-November 2003 and $495,000 and $493,000 for the twelve month periods ended
April 30, 2003 and 2002, respectively.

At April 30, 2003 the Company had non-interest bearing receivablesunrealized gain of approximately $114,000 for advances$303,810 to a company in which an officer ofreflect the
Company is an investor. The balance was paid in full during fiscal 2004. This
receivable was guaranteed by an officer of the Company.

During 1996, the Company invested $1,200 in exchange for a 12% limited
partnership interest in Lighting Components, L.P. ("LC") and invested $1,300 in
Lighting Components, Inc., which is the general partner of LC, in exchange for
13% of its capital stock. At April 30, 1998, the Company had also made advances
to LC in exchange for subordinated debentures and promissory notes totaling
$280,000. The subordinated debentures and promissory notes totaling $280,000
were fully reserved at April 30, 1998.

In addition to the subordinated debentures and promissory notes, at April 30,
2000, the Company had recorded miscellaneous receivables, interest and trade
receivables from LC of $1,560,000, against which a reserve of $789,000 was
recorded. The Company wrote off its investment in LC of $2,500increase in the statementfair market value of operations forsaid warrants since the year ended April 30, 2001. In April 2001, LC sold certain
assets to a third party. In connection with the asset sale, the Company received
a $400,000 promissory note receivable from a third party. Payments were due on
the promissory note as follows: $125,000 plus accrued interest due January 1,
2002, $125,000 plus accrued interest due January 1, 2003, and $150,000 plus
accrued interest due January 1, 2004. The payment obligations for $125,000 due
January 1, 2003, and 2002, plus accrued interest were paid in December 2002 and
2001, respectively. The payment obligationdate of $150,000 due January 1, 2004 was
paid in January 2004 plus accrued interest. Interest on the promissory note will
accrue at 5% per annum. The third party also agreed to pay LC royalties on
certain sales derived from the purchase of the acquired assets as defined in the
agreement. LC or its successor will receive royalty paymentsacquisition
through April 30, 2007. Per the terms of a separate agreement,2005. During fiscal year 2006 the Company will receive its shareexercised the
warrants and sold the underlying shares for $395,675, resulting in income of
the royalty payments. These royalty payments, if any, will be recorded by the
Company as received and reflected as payments on the notes.

F-18$74,491 for fiscal year 2006.

F-25

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2004, 20032006, 2005 AND 20022004

NOTE K - CONTINGENCIES

On July 16, 2003, the Company signed a land use rights contract with the Wujiang
Land Administration Bureau to obtain the use rights of land in Yao Jiazhuang
Village, Wujiang Province, People's Republic of China. This particular contract
covered the 40 Chinese acres of land that was adjacent to 60 Chinese acres of
land for which the Company had already signed a separate land use rights
contract. For the 40 acre parcel, the Company paid the transfer fee for the land
and subsequently built a dormitory, canteen and power station on the land. In
December 2004 the Company received an administration penalty notice of
approximately $16,000 from the Wujiang Land Resources Bureau which stated that
the Company was occupying the 40 acres without its permission. Under Chinese law
the Wujiang Land Resources Bureau may seek penalties for this violation, which
includes one or more of the following: 1) levying a fine, 2) confiscating any
Company property on the land and 3) requiring the land to be returned. The
Company has not received any other administrative notifications other than the
penalty notice. The Company estimates the value of the land and building to be
$1,100,000 to $1,200,000. The Company received a letter from the Business
Development Department of Wujiang Developing District under the Management
Committee of Wujiang Developing District which stated that the Company acted
properly and that it will indemnify the Company against any penalties assessed
against it by the Wujiang Land Resources Bureau. On January 5, 2005, the Company
paid the penalty which was assessed against it by the Wujiang Land Resources
Bureau. Prior to its payment, the Wujiang Financial Bureau paid the Company the
amount of the fine, which is consistent with the terms of the indemnity letter.
The Company anticipates the issue will be resolved with the Wujiang Land
Resources Bureau without any liability to the Company.

NOTE L - STRATEGIC TRANSACTIONS

In July 2005 the Company closed on the purchase of all of the outstanding stock
of Able, a company headquartered in Hayward California and its wholly owned
subsidiary, AbleMex S.A. de C.V., located in Tijuana, Mexico. Able is an ISO
9001:2000 certified EMS company serving Original Equipment Manufacturers in the
life sciences, telecommunications and industrial electronics industries. The
acquisition of Able has allowed the Company to make strides towards achieving
four objectives: (1) to further diversify its markets, capabilities and customer
base, (2) adding a third low-cost manufacturing facility in Tijuana, Mexico, (3)
creating an opportunity to consolidate the California operations into one
facility, and (4) to generate incremental revenue from Able's customers as they
become familiar with the Company's broader array of services. The effective date
of the transaction was July 1, 2005. Able was merged into the Company beginning
in November 2005 and operates as a division of the Company. The purchase price
was approximately $16,800,000 and was recorded as a stock purchase transaction
in the first quarter of fiscal year 2006. The transaction was financed by the
Company's amended credit

F-26

SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

NOTE L - STRATEGIC TRANSACTIONS - CONTINUED

facility and resulted in an increase of approximately $8,500,000 in goodwill.
This goodwill is non-deductible for income tax purposes.

Assuming the purchase was recorded as of the first period reported, May 1, 2004,
unaudited revenues for the year ended April 30, 2006, and 2005 would have been
$128,050,591 and $122,908,102, respectively. Unaudited pro-forma net income
would have been $1,785,722 and $5,043,064 for the periods ended April 30, 2006,
and 2005, respectively. Dilutive earnings per share would have been $0.46 and
$1.32 for the periods ended April 30, 2006, and 2005, respectively.

The purchase price was allocated to the fair value of the assets and liabilities
acquired as follows (000s omitted):

Amount
-------

Cash $ 40
Trade receivables, net 3,210
Inventories 4,049
Other current assets 139
Property and equipment 2,707
Deferred tax asset 688
Goodwill 8,542
Intangible assets 2,770
Other assets 207
Accounts payable and accrued liabilities (3,407)
Obligations under capital leases (938)
Deferred tax liability (1,309)
-------
Total consideration $16,698
=======

F-27

SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

NOTE M - INCOME TAXES

The income tax provision (benefit) for the income from continuing operations for
the years ended April 30 consists of the following:

2006 2005 2004
2003 2002
------------------- ---------- ----------

Current
Federal $2,763,249 $2,654,888 $ 417,415892,477 $ 816,920 $2,507,249
State 483,944 421,535 134,207226,551 352,753 438,612
Foreign 174,996 168,395 102,200 105,348 277,277
Deferred
Federal (304,670) 1,600,258 174,922
59,313 99,998
State (53,765) 235,309 25,723
10,467 14,706--------- ---------- ----------
----------

$3,550,038 $3,251,551 $ 943,603
==========935,589 $3,173,635 $3,248,706
========= ========== ==========

As a result of the redemptionpurchase of stock options, the Company was able to obtainAble, net income tax operating losses were
carried back, generating an income tax benefit related to stock issued to employees in the amountreceivable of approximately $5,200,000. This tax benefit does not affect net income, but
rather is added to additional paid in capital. As a result the Company generated
a net tax operating loss, which will offset taxes already paid in fiscal 2004,
as well as offset future tax liability. This created a refundable income tax and
a future tax benefit. Since a portion of the benefit is not recognized in the
current period, it is netted against the income tax payable and recorded as a
deferred tax asset.$476,000 at April 30, 2006.

The reason for the differences between the income tax provision for the income
from continuing operations and the amounts computed by applying the statutory
Federal income tax rates to income before income tax expense for the years ended
April 30 are as follows:

2006 2005 2004
2003 2002
----------- ----------- ------------------- ---------- ----------

Income tax at
Federal rate $ 3,134,369 $ 3,068,026 $ 925,840$973,042 $2,770,729 $2,871,671
State income tax, net of federal 89,475 384,703 (227,136)
278,213 88,577Benefit of Chinese tax holiday (66,197) (100,675) --
Benefit of stock option exercise 6,413 12,721 275,583 - -
Other, net 367,222 (94,688) (70,814)
----------- ----------- -----------

$ 3,550,038 $ 3,251,551 $ 943,603
=========== =========== ===========(67,144) 106,157 328,588
-------- ---------- ----------
$935,589 $3,173,635 $3,248,706
======== ========== ==========

F-19F-28

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

2003 AND 2002

NOTE KM - INCOME TAXESTAX - CONTINUED

Significant temporary differences that result in deferred tax assets and
(liabilities) at April 30, 20042006, and 2003,2005, are as follows:

2004 2003
----------- -----------2006 2005
---------- ---------

Allowance for doubtful accounts $ 27,300104,876 $ 27,30046,799
Inventory obsolescence reserve 101,399 101,399300,116 147,983
Net operating loss carry-forward 1,738,924 - from Able acquisition 115,440 --
Accruals not currently deductible 92,248 128,553250,903 191,707
Inventory 110,846 37,505
----------- -----------302,480 242,462
---------- ---------
Current deferred tax asset 2,070,717 294,7571,073,815 628,951
Prepaid insurance (168,166) (80,615)
----------- -----------(116,746) (199,423)
---------- ---------
Current deferred tax liability (168,166) (80,615)(116,746) (199,423)
---------- ---------
Net current deferred tax asset $ 1,902,551957,069 $ 214,142
=========== ===========429,528
========== =========

2004 20032006 2005
----------- -----------

Ownership in SMTUIntangible assets - Able acquisition $ 20,352(852,665) $ (105,753)
Impairment reserve 71,098 128,720
----------- -----------
Long-term deferred tax asset 91,450 22,967

Gain on involuntary conversion (224,281) $ (224,281)--
Machinery and equipment (1,132,884) (983,747)(1,606,094) (1,668,909)
----------- -----------
Long-term deferred tax liability (1,357,165) 1,208,028)
Net long-term deferred tax liability $(1,265,715) $(1,185,061)$(2,458,759) $(1,668,909)
=========== ===========

F-20The Company's wholly owned foreign enterprise, SigmaTron China, is subject to a
reduction in income taxes within China due to its foreign investment. The
reduction in taxes is for a five year period commencing in the period the
operation becomes profitable.

F-29

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

2003 AND 2002

NOTE LN - 401(k)401(K) RETIREMENT SAVINGS PLAN

The Company sponsors 401(k) retirement savings plans, which are available to all
non-union U.S. employees. The Company may elect to match participant
contributions ranging from $300 - $500 annually. The Company contributed
$68,252, $52,848$91,749, $82,961 and $60,684$68,252 to the plans during the fiscal years ended April
30, 2004, 20032006, 2005 and 2002,2004, respectively. The Company paid total expenses of
$10,932, $11,589$24,716, $15,063 and $11,653$10,932 for the fiscal years ended April 30, 2004, 20032006, 2005 and
2002,2004, respectively, relating to costs associated with the administration of the
plans.

NOTE MO - MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentration of
credit risk consist principally of uncollateralized accounts receivable. For the
year ended April 30, 2004,2006, two customers accounted for 36%30.1% and 13%,
respectively,19.7% of net
sales of the Company, and 26%35.3% and 6%, respectively,6.2% of accounts receivable at April 30,
2004.2006. For the fiscal year ended April 30, 2003,2005, two customers accounted for 27%32%
and 13%, respectively,18% of net sales of the Company, and 19%32% and 4%, respectively,7% of accounts receivable at
April 30, 2003. For the
year ended April 30, 2002, two customers accounted for 21% and 15%,
respectively, of net sales of the Company, and 29% and 3%, respectively, of
accounts receivable at April 30, 2002.

F-212005.

F-30

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

2003 AND 2002

NOTE NP - LEASES

The Company leases certain facilities under various operating leases. The
Company also leases various machinery and equipment under capital leases.

Future minimum lease payments under leases with terms of one year or more are as
follows at April 30, 2004:2006:

Capital Operating
Years ending April 30, leases leases
- ---------------------- ----------- --------------------- ----------

2005 $ 712,222 $ 726,190
2006 262,706 628,780
2007 49,035 628,903$1,681,459 $1,673,339
2008 - 652,6811,476,192 1,552,772
2009 - 550,5571,139,494 1,480,966
2010 340,088 1,196,694
2011 108,510 414,935
Thereafter - 380,120
----------- -----------

1,023,963 3,567,231
=========== ===========0 51,300
---------- ----------
4,745,743 $6,370,006
Less amounts representing interest 83,992
-----------

939,971532,913 ==========
----------
4,212,830
Less current portion 640,436
-----------

$ 299,535
===========1,408,485
----------
$2,804,345
==========

Rent expense incurred under operating leases was approximately $659,000,
$886,000$1,272,000,
$669,000 and $836,000$659,000 for the years ended April 30, 2006, 2005 and 2004,
2003 and 2002,
respectively.

In July 1997, the Company refinanced some machinery and equipment under a
sale/leaseback arrangement. The equipment was sold for approximately $1,400,000
million in cash. The Company has the option to purchase the equipment at the end
of the lease term for $1. The transaction has been accounted for as a financing
lease, wherein the property remains on the balance sheet and will continue to be
depreciated, and a financing obligation equal to the proceeds has been recorded.
The lease was paid in full during fiscal 2004 and the option to purchase the
equipment at the end of the lease for $1 was exercised.

F-22F-31

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

2003 AND 2002

NOTE OQ - STOCK OPTIONS

The Company has stock option plans ("Option Plans") under which certain
members
of managementemployees and outside non-managementnon-employee directors may acquire up to 1,303,5001,603,500 shares
of common stock. Options to be granted under the managementemployee plans total 967,500,1,207,500,
with the non-managementnon-employee director plans allowing for a total of 336,000396,000 options to
be granted. At April 30, 2004,2006, the Company has 178,15469,464 shares reserved for future
issuance to managementemployees under the Option Plans. The Option Plans are interpreted
and administered by the Compensation Committee of the Board of Directors. The
maximum term of options granted under the Option Plans is generally 10 years.
Options granted under the Option Plans are either incentive stock options or
nonqualified options. Options forfeited under the Option Plans are available for
reissuance. Options granted under these plans are granted at an exercise price
equal to the fair market value of a share of the Company's common stock on the
date of grant.

Management options of 26,900 vest
over five years with the remaining 663,470 management options vesting over three
years from the date of grant, provided the optionee remains an employee of the
Company. Options granted to non-employee directors are vested on the date of
grant.

The Company has elected to followaccounts 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 is in accountingcompliance with disclosure
provisions of SFAS 123, Accounting for its
employeeStock-Based Compensation and SFAS 148
Accounting for Stock-Based Compensation-Transition and Disclosure. The Company
recognizes compensation expense for restricted shares and restricted stock units
to employees. As of April 30, 2006, there are no issued restricted shares or
restricted stock units.

On April 28, 2006, in response to the issuance of SFAS 123R, the Company's
Compensation Committee of the Board of Directors approved accelerating the
vesting of 349,695 unvested stock options because, as discussed below,held by current employees and
executive officers. Under FIN 44, a modification to accelerate the alternative fair value
accounting method provided forvesting of a
fixed award effectively results in the renewal of that award if, after the
modification, an employee is able to exercise/vest in an award that under SFAS No. 123 requires the
use of
option-valuation models that wereoriginal terms, would have expired unexercisable/vested. If the employee
continues to provide service and would have vested in the awards under the
original vesting provisions, the modification does not developed for use in valuing employee
stock options. Under APB Opinion No. 25, because the exercise pricecause an effective
renewal of the Company's employee stock options equals the market priceawards and, accordingly, any incremental compensation expense
measured as of the underlying stock
on themodification date of grant, noshould not be recognized. The Company
determined approximately 15,900 options were effectively renewed and
compensation expense is recognized. Pro forma
information regarding net income and earnings per share is required by SFAS No.
123 as if the Company had accounted for its employee stock options granted
subsequent to December 31, 1994, under the fair value method of that statement.
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the option vesting period.$5,248 was recognized in fiscal year 2006.

The weighted-average grant date fair value of the options granted during fiscal
year 2006 and 2005 was $5.80 and $7.06, respectively. There were no options
granted during fiscal year 2004.

F-32

SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

2003 and 2002 was $0, $2.84 and $2.31, respectively.NOTE Q - STOCK OPTIONS - CONTINUED

The fair value of each option grant is estimated on the grant date of the grant using the
Black-Scholes option-valuationoption pricing model with the following assumptions:

2006 2005 2004
2003 2002------- ------- ---- -------- --------

Expected dividend yield .0% 0% N/A .0% .0%
Expected stock price volatility .750 .800 N/A 0.794 1.653
Average risk-free interest rate 3.37% 2.20% N/A 2.78% 5.48%
Weighted-average expected life of options N/A5 years 5 years 5 yearsN/A

F-23

SIGMATRON INTERNATIONAL, INC., SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2004, 2003 AND 2002

NOTE O - STOCK OPTIONS - CONTINUED

Option-valuation models require the input of highly subjective assumptions.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion the existing method does not necessarily provide a reliable single
measure of the fair value of the Company's employee stock options.

The table below summarizes option activity through April 30, 2004:2006:

Number of
Weighted- options
average exercisable
Number of exercise at end
options price of year
------------------- --------- -----------

Outstanding at April 30, 2001 741,098 $6.63 561,205
Options granted during 2002 394,000 2.47
Options forfeited during 2002 (4,605) 6.76
---------

Outstanding at April 30, 2002 1,130,493 5.16 748,497
Options granted during 2003 72,500 4.36
Options exercised during 2003 (52,757) 2.36
Options cancelled during 2003 (179,000) 7.09
Options forfeited during 2003 (1,866) 4.66
---------
Outstanding at April 30, 2003 969,370 4.89 833,304
Options exercised during 2004 (818,751) 5.63
-----------------
Outstanding at April 30, 2004 150,619 2.71 137,284
=========Options granted during 2005 45,000 10.88
Options exercised during 2005 (4,466) 3.99
Options forfeited during 2005 (15,000) 10.64
--------
176,153 169,485
Options granted during 2006 390,700 9.17
Options exercised during 2006 (31,537) 2.39
Options forfeited during 2006 (12,009) 9.17
--------
523,307 523,307
========

F-33

SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

NOTE Q - STOCK OPTIONS - CONTINUED

Information with respect to stock options outstanding and stock options
exercisable at April 30, 2004,2006, follows:

Options outstanding
----------------------------------------------------------------------------------------------------------------
Number Weighted-average Weighted-
outstanding at remaining average
Range of exercise prices April 30, 20042006 contractual life exercise price
- ------------------------ -------------- ------------------- --------------

$ 2.20$2.20 - 5.63 147,519 7.88111,517 5.12 years $ 2.51
10.25$2.49
9.17 - 14.50 3,100 6.1712.25 411,790 8.01 years 12.259.33
-------
150,619523,307
=======

F-24

SIGMATRON INTERNATIONAL, INC., SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2004, 2003 AND 2002

NOTE O - STOCK OPTIONS - CONTINUED

Options exercisable
-----------------------------------------------------------------
Number Weighted-
exercisable at average
Range of exercise prices April 30, 20042006 exercise price
- ------------------------ -------------- --------------

$ 2.20$2.20 - 5.63 134,184 $ 2.36
10.25111,517 $2.49
9.17 - 14.50 3,100 12.25 411,790 9.33
-------
137,284523,307
=======

F-34

SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

NOTE PR - EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share:

2006 2005 2004 2003 2002
---------- ---------- ----------

Net income available to common stockholders$1,882,132 $4,698,799 $5,405,732 $5,714,924 $1,542,056
========== ========== ==========
Weighted-average shares
Basic 3,756,804 3,751,792 3,423,999 2,885,652 2,881,227
Effect of dilutive warrants and stock options 137,927 117,063 117,298 469,424 86,031
---------- ---------- ----------
Diluted 3,894,731 3,868,855 3,541,297 3,355,076 2,967,258
========== ========== ==========
Basic earnings per share $ 1.580.50 $ 1.981.25 $ .541.58
Diluted earnings per share $ 1.530.48 $ 1.701.23 $ .521.53

Options to purchase 150,619, 969,370523,307, 176,153 and 1,130,493150,619 shares of common stock were
outstanding at April 30, 2006, 2005 and 2004, 2003 and 2002, respectively.

F-25F-35

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

2003 AND 2002

NOTE QS - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a summary of unaudited quarterly financial data for fiscal
2004, 2003years 2006 and 2002:2005:

First Second Third Fourth
2006 quarter quarter quarter quarter
------------ ------------ ------------ ------------- ---- ----------- ----------- ----------- -----------

2004

Net sales $ 24,833,797 $ 26,526,879 $ 23,906,181 $ 25,227,265
Gross margin 4,713,943 5,558,548 4,447,000 4,396,439$21,312,693 $34,893,265 $34,061,657 $34,518,861
Income before income tax
expense (benefit), minority
interest and discontinued
operations 311,164 1,743,474 437,963 369,286
Income from continuing operations 189,798 1,223,893 287,335 225,272
Income (loss) from discontinued operation (24,731) (2,561) (9,159) (7,715)
Net income 1,307,497 1,812,736 1,192,840 1,092,658
Net income166,067 1,221,332 278,176 217,557
Earnings (loss) per common share
Basic 0.44 0.54share-Basic
Continuing operations $ 0.05 $ 0.33 $ 0.08 $ 0.06
Discontinued operation (0.01) 0.00 (0.01) 0.00
----------- ----------- ----------- -----------
Total $ 0.04 $ 0.33 $ 0.07 $ 0.06
=========== =========== =========== ===========
Earnings (loss) per share-Diluted
Continuing operations $ 0.05 $ 0.29 Diluted 0.38 0.52 0.33$ 0.07 $ .06
Discontinued operation (0.01) 0.00 0.00 0.00
----------- ----------- ----------- -----------
Total $ 0.04 $ 0.29 2003

Net sales $ 22,983,4300.07 $ 26,148,122 $ 27,879,095 $ 28,813,610
Gross margin 3,621,139 4,625,818 5,068,980 6,603,746
Net income 616,201 1,137,368 1,642,944 2,318,411
Net income per common share
Basic 0.21 0.39 0.58 0.79
Diluted 0.19 0.34 0.49 0.58

2002

Net sales $ 21,073,760 $ 30,278,195 $ 27,369,529 $ 23,571,104
Gross margin 249,429 4,134,557 3,940,683 3,204,601
Net (loss) income (270,842) 923,849 591,361 297,688
Net (loss) income per common share
Basic (0.09) 0.32 0.21 0.10
Diluted (0.09) 0.32 0.21 0.090.06
=========== =========== =========== ===========
Total shares-Basic 3,755,420 3,755,420 3,755,420 3,759,958
Total shares-Diluted 3,822,577 4,187,632 4,192,229 3,905,791

F-26F-36

SIGMATRON INTERNATIONAL, INC., AND SUBSIDIARIES AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

2003NOTE S - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) - CONTINUED

The following is a summary of unaudited quarterly financial data for fiscal
years 2006 and 2005.

First Second Third Fourth
2005 quarter quarter quarter quarter
- ---- ----------- ----------- ----------- -----------

Net sales $21,460,858 $25,108,912 $25,085,493 $22,657,311
Income before income tax
expense (benefit), minority
interest and discontinued
operations 1,783,214 2,235,587 2,354,512 1,775,892
Income from continuing operations 998,096 1,337,210 1,436,289 1,069,640
Income (loss) from discontinued operation 38,873 (28,033) 1,053 (154,329)
Net income 1,036,969 1,309,177 1,437,342 915,311
Earnings (loss) per share-Basic
Continuing operations $ 0.27 $ 0.36 $ 0.38 $ 0.28
Discontinued operation 0.01 (0.01) 0.00 (0.04)
----------- ----------- ----------- -----------
Total $ 0.28 $ 0.35 $ 0.38 $ 0.24
=========== =========== =========== ===========
Earnings (loss) per share-Diluted
Continuing operations $ 0.26 $ 0.35 $ 0.38 $ 0.28
Discontinued operation 0.01 (0.01) (0.00) (0.04)
----------- ----------- ----------- -----------
Total $ 0.27 $ 0.34 $ 0.38 $ 0.24
=========== =========== =========== ===========
Total shares-Basic 3,751,014 3,752,054 3,752,054 3,753,967
Total shares-Diluted 3,787,897 3,840,442 3,822,157 3,815,255

F-37

SIGMATRON INTERNATIONAL, INC. AND 2002SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
APRIL 30, 2006, 2005 AND 2004

NOTE RT - LITIGATION

During the fiscal year ended April 30, 2002, the Company received a Charge of
Discrimination from the Equal Employment Opportunity Commission regardingOn May 25, 2001, Nancy Messina, a former employee claiming unspecified damages resulting inof the Company, filed a
lawsuit being filed
against the Company. The Company believes that it has meritorious defensesin the United States District Court for the Northern
District of Illinois, Eastern Division, asserting claims of sexual harassment
and gender discrimination under Title VII of the Civil Rights Act of 1964 and
claims of violation of the Federal Equal Pay Act. In November 2005 the Company
and the plaintiff settled the lawsuit upon the Company's payment of a nominal
amount to be applied to the plaintiff's legal expenses.

From time to time the Company is involved in legal proceedings, claims or
investigations that are incidental to the conduct of the Company's business. In
future periods, the Company could be subjected to cash cost or non-cash charges
andto earnings if any of these matters is defending itself vigorously in this action. Althoughresolved on unfavorable terms. However,
although the charges do not specify a dollar amount,ultimate outcome of any legal matter cannot be predicted with
certainty, based on present information, presently available
toincluding the Company's assessment of
the merits of the particular claim, the Company the Company believesdoes not expect that the resolution of these chargeslegal
proceedings or claims will not have aany material adverse effectimpact on theits future
consolidated financial conditionposition or results of the
operations of the Company.

During the fiscal year ended April 30, 2003, a lawsuit was filed by the
liquidating trustee of Circuit Systems, Inc. ("CSI") against Gary R. Fairhead,
President and CEO of the Company and a former director of CSI ("Fairhead"), and
other former directors of CSI, alleging, in part, that Fairhead had breached his
fiduciary duty to CSI and its stockholders in a number of respects. Fairhead
joined the CSI Board in 1995, resigning in early 2001. Fairhead has indicated to
the Company that the Company may have a duty under certain circumstances to (i)
indemnify him against all expenses, including legal fees, judgments and amounts
paid in settlement actually incurred by him in connection with the CSI lawsuit,
and (ii) advance his costs incurred in defending against these claims. Fairhead
has not made any request to the Company for indemnity or advancement of expenses
in the lawsuit, and the Company has taken no position on either issue.

F-27
operations.

F-38