Long-Term Debt | Note E - Long-term Debt Debt and capital lease obligations consisted of the following at July 31, 2022 and April 30, 2022: July 31, April 30, 2022 2022 Debt: Notes Payable - Secured lenders $ 84,646,545 $ 56,830,377 Notes Payable - Buildings 453,213 6,459,340 Notes Payable - Equipment 3,924,154 4,202,292 Unamortized deferred financing costs ( 1,612,427 ) ( 401,040 ) Total debt 87,411,485 67,090,969 Less current maturities 2,874,505 6,991,567 Long-term debt $ 84,536,980 $ 60,099,402 Finance lease obligations $ 4,688,378 $ 4,215,810 Less current maturities 1,571,973 1,410,675 Total finance lease obligations, less current portion $ 3,116,405 $ 2,805,135 Notes Payable – Secured lenders On January 29, 2021, the Company entered into a Credit Agreement (the “Agreement”) with JPMorgan Chase Bank, N.A. (“Lender”), pursuant to which Lender provided the Company with a secured credit facility maturing on January 29, 2026, of which (a) up to $ 50,000,000 was available on a revolving loan basis, and (b) an aggregate of $ 6,500,000 was borrowed pursuant to two term loans (the “Facility”). The Facility was secured by substantially all of SigmaTron’s assets including mortgages on its two Illinois properties. The Facility allowed the Company to choose among interest rates at which it may borrow funds for revolving loans: “CBFR Loans,” the interest on which is based on (A) the “REVLIBOR30 Rate” (as defined in the Agreement) unless the REVLIBOR30 Rate is not available, in which case the interest is generally the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S., plus (B) an applicable margin of 2.0 % (effectively 3.70 % per annum if in effect at July 31, 2022); or “Eurodollar Loans,” the interest on which is based on (X) an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the LIBO Rate (as defined in the Agreement) for any interest period multiplied by the Standard Reserve Rate (as defined in the Agreement) plus (Y) an applicable margin of 2.0 %. Under the revolving portion of the Facility, the Company was able to borrow up to the lesser of (i) $ 50,000,000 or (ii) an amount equal to a percentage of the eligible receivable borrowing base plus a percentage of the inventory borrowing base minus any reserves established by Lender. Under the Agreement, a minimum Fixed Charge Coverage Ratio (“FCCR”) financial covenant of 1.10 x is applicable only during an FCCR trigger period which occurs when (i) an event of default (as defined in the Agreement) has occurred and is continuing, and Lender has elected to impose a FCCR trigger period upon notice to the Company or (ii) availability falls below Note E - Long-term Debt - Continued the greater of (a) 10 % of the revolving commitment and (b) the outstanding principal amount of the term loans. The Company was not in a FCCR trigger period as of July 31, 2022. On November 17, 2021, the Company and Lender entered into an amendment of the Facility. The amended Facility allowed the Company to borrow under the revolving portion of the Facility up to the lesser of (i) $ 53,000,000 or (ii) an amount equal to a percentage of the eligible receivable borrowing base plus a percentage of the inventory borrowing base minus any reserves established by Lender. Further, the Facility was amended to allow in some circumstances customer deposits to be deemed eligible for collateral purposes. Effective as of December 31, 2021, Wagz joined the Facility as a loan guarantor, and granted to the Lender a security interest in all of its assets, including its intellectual property. On March 17, 2022, the Company and Lender entered into an amendment of the Facility. The amended Facility allowed the Company to borrow under the revolving portion of the Facility up to the lesser of (i) $ 60,000,000 or (ii) an amount equal to a percentage of the eligible receivable borrowing base plus a percentage of the inventory borrowing base minus any reserves established by Lender. Further, the Facility was amended to allow in some circumstances accounts arising from sales of inventory subject to bill and hold arrangements to be deemed eligible for collateral purposes, and to replace the interest rates based on the London interbank offered rate with rates based on the secured overnight financing rate as administered by the Federal Reserve Bank of New York. The Facility bears interest at the adjusted REVSOFR30 rate (as defined in the Credit Agreement). The interest rate per annum applicable to the Facility will be the Adjusted Term SOFR Rate (“SOFR”), plus the Applicable Margin of 2.0 %. On April 25, 2022, the Company and Lender entered into an amendment of the Facility. Under the amended Facility, Lender extended a term loan to the Company in the principal amount of $ 5,000,000 (the “FILO Term Loan”), the interest on which was based on (i) the “ Adjusted Term SOFR Rate” for a one-month Interest Period (each, as defined in the Agreement), plus (ii) an applicable margin of 4.0 % (effectively 5.70 % per annum at July 31, 2022). The FILO Term Loan would have matured within 120 days from the date of the amendment. The amount outstanding as of April 30, 2022 was $ 5,000,000 . There were no issuance costs associated with the FILO Term Loan. On July 18, 2022, a portion of the proceeds of the TCW Term Loan (as defined below) was used to pay in full the FILO Term Loan extended by Lender. The amount outstanding as of July 31, 2022 was $ 0 . On July 18, 2022, SigmaTron, Wagz and Lender amended and restated the Agreement by entering into an Amended and Restated Credit Agreement (“Credit Agreement”). The Facility, as amended, allows the Company to borrow on a revolving basis up to the lesser of (i) $ 70,000,000 or (ii) an amount equal to a percentage of the eligible receivable borrowing base plus a percentage of the inventory borrowing base minus any reserves established by Lender. The maturity date of the Facility was extended to July 18, 2027. Deferred financing costs of $ 208,407 and $ 128,733 were capitalized during the three month period ended July 31, 2022 and during the fiscal year ended April 30, 2022, respectively, which are amortized over the term of the Agreement. As of July 31, 2022, there was $ 43,875,455 outstanding and $ 16,465,162 of unused availability under the revolving Facility compared to an outstanding balance of $ 51,392,158 and $ 5,691,855 of unused availability at April 30, 2022. As of July 31, 2022 Note E - Long-term Debt - Continued and April 30, 2022, the unamortized amount offset against outstanding debt was $ 547,969 and $ 393,503 , respectively. In connection with the closing of the Credit Agreement, Lender and TCW Asset Management Company LLC, as administrative agent under the Term Loan Agreement (as defined below), entered into the Intercreditor Agreement, dated July 18, 2022, and acknowledged by SigmaTron and Wagz (the “ICA”), to set forth and govern the lenders’ respective lien priorities, rights and remedies under the Credit Agreement and the Term Loan Agreement. The Facility under the Credit Agreement is secured by: (a) a first priority security interest in SigmaTron’s and Wagz’s (i) accounts and inventory (excluding Term Priority Mexican Inventory (as defined in the ICA) and certain inventory in transit, (ii) deposit accounts, (iii) proceeds of business interruption insurance that constitute ABL BI Insurance Share (as defined in the ICA), (iv) certain other property, including payment intangibles, instruments, equipment, software and hardware and similar systems, books and records, to the extent related to the foregoing, and (v) all proceeds of the foregoing, in each case, now owned or hereafter acquired (collectively, the “ABL Priority Collateral”); and (b) a second priority security interest in Term Priority Collateral (as defined below) other than (i) real estate and (ii) unless Lender requests a pledge thereof following July 18, 2022, the equity interests of SigmaTron’s foreign subsidiaries. On July 18, 2022, SigmaTron, Wagz and TCW Asset Management Company LLC, as administrative agent, and other Lenders party thereto (collectively, “TCW”) entered into a Credit Agreement (the “Term Loan Agreement”) pursuant to which TCW made a term loan to the Company in the principal amount of $ 40,000,000 (the “TCW Term Loan”). The TCW Term Loan bears interest at a rate per annum based on SOFR, plus the Applicable Margin of 7.50 % (each as defined in the Term Loan Agreement). The TCW Term Loan has a SOFR floor of 1.00 %. The maturity date of the TCW Term Loan is July 18, 2027 . The amount outstanding as of July 31, 2022, was $ 40,000,000 . Deferred financing costs of $ 1,082,500 were capitalized during the three month period ended July 31, 2022. As of July 31, 2022, the unamortized amount offset against outstanding debt was $ 1,064,458 . The TCW Term Loan is secured by: (a) a first priority security interest in all property of SigmaTron and Wagz that does not constitute ABL Priority Collateral, which includes: (i) SigmaTron’s and Wagz’s real estate other than SigmaTron’s Del Rio, Texas, warehouses, (ii) SigmaTron’s and Wagz’s machinery, equipment and fixtures (but excluding ABL Priority Equipment (as defined in the ICA)) , (iii) the Term Priority Mexican Inventory , (iv) SigmaTron’s stock in its direct and indirect subsidiaries, (v) SigmaTron’s and Wagz’s general intangibles (excluding any that constitute ABL Priority Collateral), goodwill and intellectual property, (vi) the proceeds of business interruption insurance that constitute Term BI Insurance Share (as defined in the ICA) , (vii) tax refunds, and (viii) all proceeds thereof, in each case, now owned or hereafter acquired (collectively, the “Term Priority Collateral”); and (b) a second priority security interest in all collateral that constitutes ABL Priority Collateral. Also, SigmaTron’s three Mexican subsidiaries pledged all of their assets as security for the TCW Term Loan. Note E - Long-term Debt - Continued On April 23, 2020, the Company received a PPP loan from U.S. Bank, as lender, pursuant to the Paycheck Protection Program of the CARES Act, as administered by the U.S. Small Business Administration (the “SBA”) in the amount of $ 6,282,973 (the “PPP Loan”). The PPP Loan was scheduled to mature on April 23, 2022. The Company was notified of the forgiveness of the PPP Loan by the SBA on July 9, 2021 and all principal and accrued interest were forgiven. The accounting for the forgiveness is reflected in the Company’s Statements of Income, in the three months ended July 31, 2021, as a non-cash gain upon extinguishment of long-term debt. On March 15, 2019, the Company’s wholly-owned subsidiary, SigmaTron Electronic Technology Co., Ltd., entered into a credit facility with China Construction Bank. On January 26, 2021, the agreement was amended and terminated on January 6, 2022 . On January 17, 2022, the agreement was renewed, and is scheduled to expire on December 23, 2022. Under the agreement SigmaTron Electronic Technology Co., Ltd. can borrow up to 9,000,000 Renminbi, approximately $ 1,334,579 as of July 31, 2022, and the facility is collateralized by Wujiang SigmaTron Electronics Co., Ltd.’s manufacturing building. Interest is payable monthly and the facility bears a fixed interest rate of 3.8 % per annum. There was $ 771,090 outstanding under the facility at July 31, 2022 compared to an outstanding balance of $ 438,219 at April 30, 2022. Notes Payable – Buildings The Company’s Facility with Lender, entered into on January 29, 2021, also included two term loans, in the aggregate principal amount of $ 6,500,000 . The loans required the Company to pay aggregate principal payments in the amount of $ 36,111 per month for 60 months, plus monthly payments of interest thereon at (A) the REVLIBOR30 Rate, unless the REVLIBOR30 Rate is not available, in which case the interest is generally the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S., plus (B) an applicable margin of 2.5 % (effectively 4.20 % per annum if in effect at July 31, 2022); or “Eurodollar Loans,” the interest on which is based on (X) an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the LIBO Rate (as defined in the Agreement) for any interest period multiplied by the Standard Reserve Rate (as defined in the Agreement) plus (Y) an applicable margin of 2.5 %. Deferred financing costs of $ 10,050 were capitalized during fiscal year 2021 which were amortized over the term of the Agreement. As of July 31, 2022, the unamortized amount included as a reduction to long-term debt was $ 0 . A final aggregate payment of approximately $ 4,368,444 was due on or before January 29, 2026 . On July 18, 2022, a portion of the proceeds of the TCW Term Loan was used to pay in full both term loans extended by Lender. The outstanding balance was $ 0 at July 31, 2022 compared to an outstanding balance of $ 5,994,445 at April 30, 2022. The Company entered into a mortgage agreement on March 3, 2020, in the amount of $ 556,000 , with The Bank and Trust SSB to finance the purchase of the property that serves as the Company’s warehousing and distribution center in Del Rio, Texas. The note requires the Company to pay monthly installment payments in the amount of $ 6,103 . Interest accrues at a fixed rate of 5.75 % per year until March 3, 2025, and adjusts thereafter, on an annual basis, equal to 1.0 % over the Prime Note E - Long-term Debt - Continued Rate as published by The Wall Street Journal. The note is payable over a 120 month period. The outstanding balance was $ 453,213 and $ 464,895 at July 31, 2022 and April 30, 2022, respectively. Notes Payable – Equipment The Company routinely enters into secured note agreements with Engencap Fin S.A. DE C.V. to finance the purchase of equipment. The terms of the outstanding secured note agreements mature from November 1, 2022 through May 1, 2023 , with quarterly installment payments ranging from $ 11,045 to $ 37,941 and a fixed interest rate ranging from 6.65 % to 8.00 % per annum. The Company routinely enters into secured note agreements with FGI Equipment Finance LLC to finance the purchase of equipment. The terms of the outstanding secured note agreements mature from March 2025 through May 2027 , with quarterly installment payments ranging from $ 10,723 to $ 69,439 and a fixed interest rate of 8.25 % per annum. Annual maturities of the Company’s debt, net of deferred financing fees for the remaining periods, as of July 31, 2022, are as follows: Secured lenders Building Equipment Total For the remaining 9 months of the fiscal year ending April 30: 2023 $ 1,521,090 $ 36,070 $ 783,129 $ 2,340,289 For the fiscal years ending April 30: 2024 1,000,000 50,571 1,047,590 2,098,161 2025 1,750,000 53,557 1,126,822 2,930,379 2026 2,000,000 56,719 755,095 2,811,814 2027 76,763,028 60,068 196,282 77,019,378 2028 - 63,614 15,236 78,850 Thereafter - 132,614 - 132,614 $ 83,034,118 $ 453,213 $ 3,924,154 $ 87,411,485 Finance Lease and Sales Leaseback Obligations The Company enters into various finance lease and sales leaseback agreements. The terms of the outstanding lease agreements mature through July 1, 2026 , with monthly installment payments ranging from $ 2,874 to $ 33,706 and a fixed interest rate ranging from 7.09 % to 12.73 % per annum. |