Long-Term Debt | Note E - Long-term Debt Debt and finance lease obligations consisted of the following at July 31, 2024 and April 30, 2024: July 31, April 30, 2024 2024 Debt: Notes Payable - Banks $ 67,537,959 $ 66,102,020 Notes Payable - Buildings 353,469 366,572 Notes Payable - Equipment 4,259,351 4,642,951 Unamortized deferred financing costs ( 1,407,512 ) ( 1,528,156 ) Total debt 70,743,267 69,583,387 Less current maturities* 67,785,664 66,244,227 Long-term debt $ 2,957,603 $ 3,339,160 Finance lease obligations $ 4,748,442 $ 5,361,574 Less current maturities 2,087,938 2,214,127 Total finance lease obligations, less current portion $ 2,660,504 $ 3,147,447 * Due to the Covenant Defaults, the facilities under the Credit Agreements were classified as current liabilities on the Consolidated Balance Sheet at July 31, 2024 and April 30, 2024. Notes Payable – Banks The Company’s primary secured credit agreements include the Amended and Restated Credit Agreement dated as of July 18, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “JPM Credit Agreement”) by and among the Company, the other loan party thereto and JPMorgan Chase Bank, N.A, as lender (“JPM”), which provides for a secured credit facility consisting of a revolving loan facility and, until July 2022, a term loan facility, and the Credit Agreement dated as of July 18, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement” and together with the JPM Credit Agreement, the “Credit Agreements”) by and among the Company, the financial institutions identified therein (the “TCW Lenders”) and TCW Asset Management Company LLC, as administrative agent for the TCW Lenders (in such capacity, the “Agent,” and collectively with the TCW Lenders and JPM, the “Lender Parties”), which provides for a term loan facility . The Facility, as amended, allowed 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. The Credit Agreements contain financial covenants relating to (i) the Fixed Charge Coverage Ratio (as defined in the Credit Agreements), which is the ratio of the Company’s fixed payments on its indebtedness made during any fiscal period minus non-financed capital expenditures to EBITDA (as defined in the Credit Agreements) and (ii) the Total Debt to EBITDA Ratio (as defined in the Credit Agreements), which is the ratio of the Company’s borrowed money or letters of credit to EBITDA. Note E - Long-term Debt - Continued 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 (as defined in the JPM Credit Agreement), 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. In connection with the entry into the JPM Credit Agreement, Lender and TCW, as administrative agent under the Term Loan Agreement, 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. Th e facility under the JPM Credit Agreement is secured by: (a) a first priority security interest in SigmaTron’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). As of July 31, 2024, there was $ 30,284,657 outstanding and $ 16,087,627 of unused availability under the revolving loan facility compared to an outstanding balance of $ 28,598,719 and $ 13,443,766 of unused availability at April 30, 2024. As of July 31, 2024 and April 30, 2024, the unamortized deferred financing amount offset against outstanding debt was $ 545,875 and $ 592,664 , respectively. The Term Loan Agreement provides for a term loan from TCW to the Company in the principal amount of $ 40,000,000 (the “TCW Term Loan”). The TCW Term Loan bears i nterest 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, 2024, was $ 37,253,301 compared to an outstanding balance of $ 37,503,301 at April 30, 2024. As of July 31, 2024 and April 30, 2024, the unamortized deferred financing amount offset against outstanding debt was $ 861,637 and $ 935,492 , respectively. The TCW Term Loan is secured by: (a) a first priority security interest in all property of SigmaTron that does not constitute ABL Priority Collateral, which includes: (i) SigmaTron’s Elk Grove Village real estate, (ii) SigmaTron’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 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. The net proceeds received by the Company from the sale of the Elgin, Illinois, property in February, 2024, reduced the TCW Term Loan. Note E - Long-term Debt - Continued Waivers and Amendments No. 1 & 2 In March 2023, the Company received default notices from JPM and TCW due to non-compliance with certain financial covenants under their respective Credit Agreements, including the Fixed Charge Coverage Ratio and Total Debt to EBITDA Ratio. Additionally, the Company received a delinquency notification from Nasdaq for failing to timely file its Form 10-Q for the fiscal quarter ended January 31, 2023, which also constituted a default under the Credit Agreements. Consequently, the total debt balances were classified as current liabilities. On April 28, 2023, the Company entered into waivers with JPM and TCW, which waived certain events of default and amended terms of the Credit Agreements. These amendments included requirements to maintain a minimum of $ 2.5 million in revolver availability, modifications to the definition of EBITDA, and adjustments to the Total Debt to EBITDA Ratios. On June 15, 2023, the Company executed further amendments to extend the deadline for potential corporate restructuring to July 31, 2023. Waivers and Amendments No. 3 As of August 19, 2024, the Company was not in compliance with the financial covenants under the Credit Agreements as follows: the Fixed Charge Coverage Ratio for each of the twelve month periods ending on April 30, 2024, May 31, 2024, June 30, 2024, and July 31, 2024 was less than 1.10 :1.00, the Total Debt to EBITDA Ratio for the twelve month period ending on April 30, 2024 was greater than 4.50 :1.00, and the Total Debt to EBITDA Ratio for the twelve month period ending on July 31, 2024 was greater than 4.25 :1.00 (collectively, the “2024 Covenant Defaults”). Due to the Covenant Defaults, the facilities under the Credit Agreements were classified as current liabilities on the Consolidated Balance Sheet at July 31, 2024 and April 30, 2024. In addition, the Company received a delinquency notification letter from Nasdaq, dated August 16, 2024, 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- K annual report for the fiscal year ended April 30, 2024. This notification also constituted a default under the Credit Agreements (collectively with the 2024 Covenant Defaults, the “2024 Defaults”). The Company had 60 days from the date of the Nasdaq delinquency notice, or until October 15, 2024, to file a plan with Nasdaq to regain compliance. On September 10, 2024, the Company received a notification letter from Nasdaq indicating that the Company had regained compliance with the applicable continued listing requirements based on the filing of the Company ’ s F o rm 10- K annual report for the fiscal year ended April 30, 2024. On August 19, 2024 (the “Third Amendment Effective Date”), the Lender Parties waived the 2024 Defaults pursuant to (i) the Waiver and Amendment No. 3 to Credit Agreement (the “JPM Amendment”) between the Company and JPM, and (ii) the Waiver and Amendment No. 3 to Credit Agreement (the “TCW Amendment” and together with the JPM Amendment, the “2024 Amendments”) by and among the Company, the TCW Lenders, and the Agent. In consideration of the TCW Amendment, the Company and the Agent also entered into the Third Amendment Fee Letter (the “Fee Letter”) dated as of the Third Amendment Effective Date. The 2024 Amendments provided for, among other things, a waiver of the Company’s noncompliance with the financial covenants relating to (i) the Fixed Charge Coverage Ratio (as defined in the Credit Agreements), and (ii) the Total Debt to EBITDA Ratio (as defined in the Credit Agreements), in each case as of the Third Amendment Effective Date. Note E - Long-term Debt - Continued The 2024 Amendments also amended other provisions of the Credit Agreements, including to: (i) modify the minimum ratios under the Fixed Charge Coverage Ratio to range from 0.70 :1.0 for the twelve months ending as of July 31, 2024, to 1.00 :1.0 for the twelve months ending as of September 30, 2025 and thereafter, measured monthly; (ii) adjust the maximum ratios under the Total Debt to EBITDA Ratio to range from 6.50 :1.0 for the twelve months ending as of July 31, 2024, to 3.50 :1.0 for the twelve months ending as of April 30, 2027, measured quarterly; (iii) modify the definition of EBITDA to allow for additional adjustments for certain transactions and charges; (iv) provide for the reimbursement of certain fees by the Company in connection with the Amendments or the transactions contemplated thereby; (v) increase the minimum required Availability (as defined in the JPM Credit Agreement) to $ 3.5 million starting on the Third Amendment Effective Date; (vi) provide that the Company must pursue and close a Replacement Transaction to pay the Obligations (as defined in the Credit Agreements) in full no later than September 30, 2025 unless the Company meets certain debt ratios for the twelve month period ending on August 31, 2025; and (vii) require the Company to engage a financial advisor if requested by the Agent after November 1, 2024. In addition, pursuant to the JPM Amendment, the parties agreed to reduce the Revolving Commitment (as defined in the JPM Credit Agreement) from $ 70 million to $ 55 million as of the Third Amendment Effective Date and pay to JPM certain amendment fees and certain additional fees if the Company does not meet certain financial milestones by the applicable measurement periods specified in the JPM Amendment. In addition, pursuant to the TCW Amendment the parties agreed to (i) amend the principal payment schedule under the TCW Term Loan to $ 250,000 per quarter; (ii) extend the PIK Period (as defined in the Term Loan Agreement) for three additional quarters beyond October 31, 2024 if the Total Debt to EBITDA Ratio exceeds a certain threshold as of certain dates; (iii) permit the Company to elect to pay on a quarterly basis in-kind a portion of the Baseline Applicable Margin (as defined in the Term Loan Agreement) per annum provided no default or event of default under the Term Loan Agreement has occurred; (iv) increase a portion of the Term Loan Borrowing Base (as defined in the Term Loan Agreement) based on the value of the Company’s real estate; (v) reduce the asset coverage pre-payment ratio under the TCW Term Loan to 90 % of the outstanding principal balance; and (vi) provide the Agent with the right to appoint a non-voting observer to attend regular meetings of the Company’s Board of Directors and any relevant committees. Also on August 19, 2024, and in connection with the TCW Amendment, the Company entered into the Fee Letter, which provides for a payment to the Agent of $ 395,000 added to the principal amount owed under the TCW Term Loan and for certain monthly ticking fees equal to a range of percentages of the outstanding principal amount under the TCW Term Loan, provided the Company does meet certain financial milestones by the applicable dates provided therein. In addition, pursuant to the Fee Letter, the Company has agreed to deliver to the Agent warrants to purchase shares of the Company’s common stock (the “Warrants”) in an amount equal to a percentage of the outstanding common stock of the Company on a fully diluted basis ranging from 1.25 % (as of December 1, 2024) to 17.5 % (as of September 1, 2025). The exercise price for the Warrants will be $ 0.01 per share and the Warrants would vest immediately upon issuance. All other material terms of the Credit Agreements, as amended by the Amendments, remain unchanged. Note E - Long-term Debt - Continued China Construction Bank 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 expired in accordance with its terms on February 7, 2024 . On March 1, 2024, the agreement was renewed, and is scheduled to expire on February 1, 2025. Under the agreement Wujiang SigmaTron Electronic Technology Co., Ltd. can borrow up to 10,000,000 Renminbi, approximately $ 1,400,000 as of July 31, 2024, 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 3.15 % per annum. There was no outstanding balance under the facility at July 31, 2024 and April 30, 2024, respectively. Notes Payable – Buildings 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 $ 353,469 and $ 366,572 at July 31, 2024 and April 30, 2024, 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, which had a fixed interest rate of 8.00 % per annum, matured on May 1, 2023 , and the final quarterly installment payment of $ 9,310 was paid. 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 January 2029 , with quarterly installment payments ranging from $ 10,723 to $ 69,439 and a fixed interest rate ranging from 8.25 % to 12.00 % per annum. NOTE E- Long-term Debt - Continued Annual maturities of the Company’s debt, net of deferred financing fees for the remaining periods, as of July 31, 2024, are as follows: Bank Building Equipment Total For the remaining 9 months of the fiscal year ending April 30: 2025 $ 66,130,447 $ 40,454 $ 1,204,413 $ 67,375,314 For the fiscal years ending April 30: 2026 - 56,719 1,271,466 1,328,185 2027 - 60,068 774,489 834,557 2028 - 63,614 609,617 673,231 2029 - 67,370 399,366 466,736 2030 - 65,244 - 65,244 $ 66,130,447 $ 353,469 $ 4,259,351 $ 70,743,267 * Due to the Covenant Defaults, the facilities under the Credit Agreements were classified as current liabilities on the Consolidated Balance Sheet at July 31, 2024 and April 30, 2024. Finance Lease Obligations The Company enters into various finance lease agreements. The terms of the outstanding lease agreements mature through March 1, 2028 , with monthly installment payments ranging from $ 2,874 to $ 33,706 and a fixed interest rate ranging from 7.03 % to 12.09 % per annum. |