Long-Term Debt | NOTE I - LONG-TERM DEBT Debt and finance lease obligations consisted of the following at April 30, 2023 and April 30, 2022: 2023 2022 Debt: Notes Payable - Banks $ 90,968,000 $ 56,830,377 Notes Payable - Buildings 417,143 6,459,340 Notes Payable - Equipment 3,524,115 4,202,292 Unamortized deferred financing costs ( 1,608,558 ) ( 401,040 ) Total debt 93,300,700 67,090,969 Less current maturities* 52,761,520 6,991,567 Long-term debt $ 40,539,180 $ 60,099,402 Finance lease obligations $ 4,119,437 $ 4,215,810 Less current maturities 1,523,259 1,410,675 Total finance lease obligations, less current portion $ 2,596,178 $ 2,805,135 * Due to availability being less than 10 % of the Revolving Commitment, the Facility (as defined below) has been classified as a current liability on the Consolidated Balance Sheet as of April 30, 2023. Notes Payable – Secured lenders On January 29, 2021, the Company entered into a Credit Agreement (the “JPM Agreement”) with JPMorgan Chase Bank, N.A. (“Lender” or “JPM”), pursuant to which Lender provided the Company with a secured credit facility consisting of a revolving loan facility and a term loan facility (collectively, the “Facility”). On July 18, 2022, SigmaTron, Wagz and Lender amended and restated the JPM Agreement by entering into an Amended and Restated Credit Agreement (as so amended and restated, the “JPM 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 “Revolving Commitment”). The maturity date of the Facility is July 18, 2027. Deferred financing costs of $ 332,139 and $ 128,733 were capitalized during the fiscal year ended April 30, 2023 and April 30, 2022, respectively, which are amortized over the term of the JPM Credit Agreement. As of April NOTE I - LONG-TERM DEBT - Continued Notes Payable – Secured lenders – Continued 30, 2023, there was $ 51,134,699 outstanding and $ 11,539,183 of unused availability under the revolving loan facility compared to an outstanding balance of $ 51,392,158 and $ 5,691,855 of unused availability at April 30, 2022. As of April 30, 2023 and April 30, 2022, the unamortized amount offset against outstanding debt was $ 572,191 and $ 393,503 , respectively. Under the JPM Credit 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 (a) commencing on the Effective Date (as defined in the JPM Credit Agreement) and ending when the Term Loan Obligations (as defined in the JPM Credit Agreement) have been paid in full and (b) following the payment in full of the Term Loan Obligations, (i) an event of default (as defined in the JPM Credit 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 the greater of (a) 10 % of the Revolving Commitment and (b) the outstanding principal amount of the term loans. In addition, prior to the amendment to the JPM Credit Agreement pursuant to the JPM Waiver (as discussed below under “ Waiver, Consent and Amendment to Credit Agreements ”), the JPM Credit Agreement imposed a financial covenant that required the Company to maintain a leverage ratio of Total Debt to EBITDA (each as defined in the JPM Credit Agreement) for any twelve month period ending on the last day of a fiscal quarter through the maturity of the revolving Facility not to exceed a certain amount, which ratio (a) ranged from 5.00 -to-1 for fiscal quarters beginning with the fiscal quarter ending on January 31, 2023 to 3.00 -to-1 for the fiscal quarter ending on July 31, 2026 (if the Term Loan Borrowing Base Coverage Ratio (as defined in the JPM Credit Agreement) as of the end of the applicable fiscal quarter is less than or equal to 1.50 -to-1) and (b) ranged from 5.50 -to-1 for the fiscal quarter ending on January 31, 2023 to 4.00 -to-1 for the fiscal quarters beginning with the fiscal quarter ending on July 31, 2026 (if the Term Loan Borrowing Base Coverage Ratio as of the end of the applicable fiscal quarter is greater than 1.50 -to-1). In addition, the JPM Credit Agreement imposes a cash dominion period if there is an event of default or if availability is less than 10 % of the Revolving Commitment, and such requirement continues until there is no event of default and availability is greater than 10 % of the Revolving Commitment, in each case for 30 consecutive days. Based on this criteria, the total debt balances for the Facility must be classified as a current liability on the Consolidated Balance Sheet as of April 30, 2023. In connection with the entry into the JPM 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 JPM Credit Agreement and the Term Loan Agreement. The Facility under the JPM Credit Agreement is secured by: (a) a first priority security interest in SigmaTron’s and Wagz’s (i) accounts receivable 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) the equity interests of SigmaTron’s foreign subsidiaries (unless such a pledge is requested by Lender). 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 is based on (i) the “ Adjusted Term SOFR Rate” for a one-month Interest Period (each, as defined in NOTE I - LONG-TERM DEBT - Continued Notes Payable – Secured lenders – Continued the Agreement), plus (ii) an applicable margin of 4.0 % (effectively 4.41 % per annum at April 30, 2022). The FILO Term Loan will mature 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 Term Loan Agreement (as defined below) was used to pay in full the FILO Term Loan extended by Lender. 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 April 30, 2023, was $ 43,867,135 . Deferred financing costs of $ 1,233,894 were capitalized during the fiscal year ended April 30, 2023. As of April 30, 2023, the unamortized amount offset against outstanding debt was $ 1,036,367 . The Term Loan Agreement imposes financial covenants, including covenants requiring the Company to maintain a minimum Fixed Charge Coverage Ratio (as defined in the Term Loan Agreement) of 1.10 -to-1 and maintain the same leverage ratio of Total Debt to EBITDA as described above under the JPM Credit Agreement. The Company is required to make quarterly repayments of the principal amount of the TCW Term Loan in amounts equal to $ 250,000 per fiscal quarter for the quarters beginning October 31, 2022 and $ 500,000 per fiscal quarter for quarters beginning October 31, 2024. The Term Loan Agreement also requires mandatory annual repayments equal to 50 % of Excess Cash Flow (as defined in the Term Loan Agreement). 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 (as defined in the ICA), (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. Waiver, Consent and Amendment to Credit Agreements On March 2, 2023, the Company received notices of default from both JPM and TCW. T he Notices indicated the occurrence of certain events of default under the JPM Credit Agreement and the Term Loan Agreement ( together with the JPM Credit Agreement the “Credit Agreements”). In addition, the Company received a delinquency notification letter from Nasdaq indicating that the Company was not in compliance with the continued listing requirements of Nasdaq for failing to timely file the Company ’ s F o rm 10-Q for the fiscal quarter ended January 31, 2023. This notification also constituted a default under the Credit Agreements. The delinquency was remedied on May 19, 2023. The JPM Notice indicated that the Lender was informed of the occurrence of events of defaults and the continuation thereof under the JPM Credit Agreement as a result of the Company’s failure to maintain a FCCR for the twelve month period ending January 31, 2023 of at least 1.10 x as required under the JPM Credit Agreement (the “JPM Covenant Defaults”). NOTE I - LONG-TERM DEBT - Continued Notes Payable – Secured lenders - Continued The TCW Notice indicated that Agent and TCW Lenders were informed of the occurrence of events of default and the continuation thereof under the Term Loan Agreement (described below) as a result of the Company permitting the Total Debt to EBITDA Ratio for the twelve month period ending on January 31, 2023 to be greater than 5.00 :1.00 in violation of the Term Loan Agreement and the Company’s failure to maintain FCCR as required under the JPM Credit Agreement (the “TCW Covenant Defaults” and together with the JPM Covenant Defaults, the “Defaults”). As a result of the Defaults, the Company was not in compliance with its financial covenants under the Credit Agreements as of January 31, 2023. Due to the Notices received on March 2, 2023, from each of JPM and the TCW Lenders and Agent, the total debt balances for both the Facility and the TCW Term Loan had been classified as a current liability on the Condensed Consolidated Balance Sheet on January 31, 2023. On April 28, 2023, the Company entered into (i) a W aive r , Consent and Amendment No. 1 to the JPM Credit Agreement (“JPM W aiver”) with W agz and JPM, as l e nder , which waived certain events of default under and amended certain terms of the JPM Credit Agreement and (i i ) a W aive r , Consent and Amendment No. 1 to the Credit Agreement (“TCW W aiver”) with W agz, the financial institutions identifi e d therein (the “TCW Lenders”) and TCW Asset Management Company LLC as administrative agent for the TCW Lenders (in such capacit y , the “Agent” and collectively with the TCW Lenders and JPM, the “Lender Parties”), which waived certain events of default under and amended certain terms of the Credit Agreements. The Company entered into the JPM W aiver and TCW W aiver (togethe r , the “ W aivers”) after receiving on March 2, 2023, the Notices from each of JPM and the TCW Lenders and Agent. The Notices indicated the occurrence of certain events of default under the Credit Agreements. T he Company was in compliance with its financial covenants under the Credit Agreements as of April 30, 2023. Pursuant to the W aivers, the Company has agreed, among other things, to (i) if requested by the Agent, e f fect a corporate restructuring that would create a new holding company structure to own all of the Company ’ s stock through a me r ger pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, after which the holding c o mpany would continue as the public compan y , become a guarantor under the Credit Agreements and pledge to the Lender Parties all of the equity of the Compan y (the “Corporate Restructuring”), (ii) engage a financial advisor to review certain of the Company ’ s financial reporting to JPM and the Agent and participate in weekly confer e nce calls with the adviso r , JPM and the Agent to discuss and provide updates on the Company ’ s liquidity and operations, (iii) extend the W agz Loan, (iv) pay to JPM an amendment fee in the amount of $ 70,000 , paid in cash, and (v) pay to the TCW Lenders an amendment fee of $ 395,000 and a default rate fee of $ 188,301 , both of which were paid in kind by being added to the principal of the TCW Term Loan. The W aivers also amended the Credit Agreements to, among other things, (x) require that the Company maintain a minimum of $ 2.5 mil l ion in revolver availability under the JPM Credit Agreement, (y) modify the definition of EBITDA to allow adjustments to account for W agz oper a ting losses, impairment cha r ges relating to the write-down of the W agz business, the Wagz Loan and net assets of the Com p any and W agz, and expenses relating to the W aivers, the W agz sale and S P A, and (z) modify the existing T otal Debt to EBITDA R a tios (as defined in the Credit Agreements) as follows: NOTE I - LONG-TERM DEBT - Continued Notes Payable – Secured lenders - Continued Fiscal Quarter Total Debt to EBITDA Ratio* (as amended) Total Debt to EBITDA Ratio* (prior to amendment) October 31,2023 4.50 :1.0 4.25 :1.0 January 31, 2024 4.50 :1.0 4.00 :1.0 April 30, 2024 4.50 :1.0 4.00 :1.0 July 31, 2024 4.25 :1.0 3.75 :1.0 October 31, 2024 4.00 :1.0 3.75 :1.0 * Assumes the T erm Loan Borrowing Base Coverage Ratio (as defined in the Credit Agreements) is less than or equal to 1.50:1.0. In addition, pursuant to the TCW Waiver, if the Total Debt to EBITDA Ratio for the trailing twelve month period as of the end o f the third quarter of fiscal 2023 exceeds the ratios that were in e f fect prior to the amendment (as set forth in the far right column of the table above) for a fiscal quarter during the PIK Period (defined in the Term Loan Agreement ), then the Applicable Ma r gin under t he Term Loan Agreement in respect of the outstanding TCW Term Loan would increase by an amount equal to 1.0 % per annum for the fiscal quarte r , with such interest being paid in kind. Furthermore, the JPM W aiver modified the definition of Applicable Ma r gin from a fixed amount equal to 2.00 % to an amount that varies from 2.00 % (for revolver availability greater than or equal to $ 20.0 million), to 2.50 % (for revolver availability greater than or equal to $ 10.0 million), to 3.00 % (for revolver availability less than $ 10.0 million), and fixed the Applicable Ma r gin at 3.00 % for six months starting April 1, 2023. In exchange for such agreements, the Lender Parties have agreed to waive all of the existing events of default under the Credit Agreements through March 31, 2023, consent to the sale of W agz and release W agz and its property and the Company ’ s 81 % interest in W agz that was sold to Buyer (as disclosed below) from the lien of the Lender Parties. In connection with the W aivers, the Company exited its active involvement in the Pet T ech business that is conducted b y W agz through the sale by the Company of a majority stake in W agz, effective as of April 1, 2023. On June 15, 2023, the Company entered into (i) Amendment No. 2 to the Credit Agreement (the “JPM Amendment No. 2”) by and among the Company and Lender, with respect to the JPM Credit Agreement and (ii) Amendment No. 2 to the Credit Agreement (“TCW Amendment No. 2”) by and among the Company, the TCW Lenders and the Agent with respect to the Term Loan Agreement. The JPM Amendment No. 2 and TCW Amendment No. 2 (together, the “Amendments”) amend the Credit Agreements to extend the date, from May 31, 2023 to July 31, 2023, after which the Agent may request that the Company effect the Corporate Restructuring. 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 Statement of Operations for fiscal 2022 as a non-cash gain upon extinguishment of long-term debt. NOTE I - LONG-TERM DEBT – Continued Notes Payable – Secured lenders - Continued On March 15, 2019, the Company’s wholly-owned foreign enterprise, Wujiang SigmaTron Electronic Technology Co., Ltd., entered into a credit facility with China Construction Bank. On January 26, 2021, the agreement was amended and expired in accordance with its terms on January 6, 2022 . On January 17, 2022, the agreement was renewed, and expired in accordance with its terms on December 23, 2022 . On February 17, 2023, the agreement was renewed, and is scheduled to expire on February 7, 2024 . Under the agreement Wujiang SigmaTron Electronic Technology Co., Ltd. can borrow up to 10,000,000 Renminbi, approximately $ 1,444,252 as of April 30, 2023, 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 3.35 % per annum. There was no outstanding balance under the facility at April 30, 2023 compared to an outstanding balance of $ 438,219 at April 30, 2022. Notes Payable – Buildings The Facility also included two term loans, in the aggregate principal amount of $ 6,500,000 . 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. There was no outstanding balance at April 30, 2023 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 Rate as published by The Wall Street Journal. The note is payable over a 120 month period. The outstanding balance was $ 417,143 and $ 464,895 at April 30, 2023 and April 30, 2022, respectively. Notes Payable - Equipment The Company routinely entered 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 agreement mature on May 1, 2023 , with a final quarterly installment payment of $ 9,310 and a fixed interest rate of 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 October 2027 , with quarterly installment payments ranging from $ 10,723 to $ 69,439 and a fixed interest rate ranging from 8.25 % to 9.25 % per annum. NOTE I - LONG-TERM DEBT – Continued Notes Payable – Equipment - Continued Annual maturities of the Company’s debt, net of deferred financing fees for each of the next five years and thereafter, as of April 30, 2023, are as follows: Fiscal Year Bank Building Equipment Total 2024 $ 51,562,508 $ 50,571 $ 1,148,441 $ 52,761,520 2025 1,501,272 53,557 1,176,986 2,731,815 2026 1,751,272 56,719 841,614 2,649,605 2027 1,751,272 60,068 291,085 2,102,425 2028 32,793,118 63,614 65,989 32,922,721 Thereafter - 132,614 - 132,614 $ 89,359,442 $ 417,143 $ 3,524,115 $ 93,300,700 * Due to availability being less than 10% of the Revolving Commitment, the Facility (as defined above) has been classified as a current liability on the Consolidated Balance Sheet as of April 30, 2023. The maturity date of both the Facility and the TCW Term Loan is July 18, 2027 with an outstanding balance of $ 89,359,442 . 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 April 1, 2027 , 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. Annual future minimum obligations under outstanding finance leases and sale leaseback agreements for each of the next five fiscal years and thereafter, as of April 30, 2023, are as follows: Fiscal Year Total 2024 $ 1,856,501 2025 1,674,988 2026 1,007,719 2027 177,772 2028 - Total minimum lease payments 4,716,980 Less: Amounts representing interest 597,543 Present value of net minimum lease payments $ 4,119,437 Other Long-Term Liabilities As of April 30, 2023 and April 30, 2022 the Company had recorded $ 100,350 and $ 1,051,587 , respectively, for seniority premiums of which none and $ 957,528 , respectively, were for retirement accounts related to benefits for employees of the Company’s foreign subsidiaries. |