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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the fiscal year ended April 30, 2011.
 Or
 o
    
    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.
  Delaware
    
    36-3918470(State or other jurisdiction 
of incorporation or organization)
    
    (I.R.S. Employer
Identification Number)2201 Landmeier Rd., Elk Grove Village, IL
    
    60007(Address of principal executive offices)
    
    (Zip Code)
 
 Title of each class
    
    Name of each exchange on which registeredCommon Stock $0.01 par value per share
    
    The NASDAQ Capital Market
  o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company þ o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



PART IITEM 1.
    
    BUSINESS
    
    
    3ITEM 1A.
    
    RISK FACTORS
    
    
    9ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
    
    
    14ITEM 2.
    
    PROPERTIES
    
    
    14ITEM 3.
    
    LEGAL PROCEEDINGS
    
    
    15ITEM 4.
    
    REMOVED AND RESERVED
    
    
    15PART IIITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    15ITEM 6.
    
    SELECTED FINANCIAL DATA
    
    
    16ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    16ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
    
    
    25ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    25ITEM 9.
    
    CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    25ITEM 9A.
    
    CONTROLS AND PROCEDURES
    
    
    25ITEM 9B.
    
    OTHER INFORMATION
    
    
    26PART IIIITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    26ITEM 11.
    
    EXECUTIVE COMPENSATION
    
    
    26ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    26ITEM 13.
    
    CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
    
    
    26ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    26PART IVITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    27SIGNATURES
    
    
    30EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2
  2




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PART 1
 
 ITEM 1.
    
    BUSINESS
 CAUTIONARY NOTE:
  Overview
    3




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Products and Services
  Supply Chain Management
  Assembly and Manufacturing
 4




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Manufacturing and Related Services
  Product Testing
 Warehousing and Distribution
 Markets and Customers
  5




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Percent of Net SalesFiscal
    
    FiscalTypical
    
    2010
    
    2011Markets
    
    OEM Application
    
    %
    
    %Appliances
    
    Household appliance controls
    
    
    47.5
    
    
    
    37.3Industrial Electronics
    
    Motor controls, power supplies, lighting ballasts, scales, joysticks
    
    
    25.9
    
    
    
    34.0Fitness
    
    Treadmills, exercise bikes, cross trainers
    
    
    13.9
    
    
    
    16.0Telecommunications
    
    Routers, communication
    
    
    4.9
    
    
    
    3.2Gaming
    
    Slot machines, lighting displays
    
    
    3.2
    
    
    
    4.3Semiconductor Equipment
    
    Process control and yield management
equipment for semiconductor productions
    
    
    2.3
    
    
    
    2.9Medical/Life Sciences
    
    Clinical diagnostic systems and instruments
    
    
    1.8
    
    
    
    1.5Consumer Electronics
    
    Battery backup sump pumps, electric bikes
    
    
    0.5
    
    
    
    0.8Total
    
    
    
    
    100
    %
    
    
    100
    %
  Sales and Marketing
   6




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Mexico and China Operations
     Competition
  Consolidation
  7




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Governmental Regulations
  Backlog
  Employees
    8




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Executive Officers of the Registrants
 Name
    
    Age
    
    PositionGary R. Fairhead
    
    
    59
    
    
    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. Frauendorfer
    
    
    50
    
    
    Chief Financial Officer, Vice
President Finance, Treasurer
and Secretary since February
1994.Gregory A. Fairhead
    
    
    55
    
    
    Executive Vice President and
Assistant Secretary. Gregory
A. Fairhead has been Executive
Vice President since February
2000 and Assistant Secretary
since 1994. Mr. Fairhead was
Vice President  Acuna
Operations for the Company from
February 1990 to February 2000.
Gregory A. Fairhead is the
brother of Gary R. Fairhead.John P. Sheehan
    
    
    50
    
    
    Vice President, Director of
Supply Chain and Assistant
Secretary since February 1994.Daniel P. Camp
    
    
    62
    
    
    Vice President, Acuna
Operations since 2007. Vice
President  China Operations
from 2003 to 2007. General
Manager / Vice President of
Acuna Operations from 1994 to
2003.Rajesh B. Upadhyaya
    
    
    56
    
    
    Executive Vice President, West
Coast Operations since 2005.
Mr. Upadhyaya was the Vice
President of the Fremont
Operation from 2001 until 2005.Hom-Ming Chang
    
    
    51
    
    
    Vice President, China Operation
since 2007. Vice President 
Hayward Materials / Test / IT
from 2005  2007. Vice
President of Engineering,
Fremont Operation from 2001 to
2005.
 
 ITEM 1A.
    
    RISK FACTORS
  The Companys ability to secure and maintain sufficient credit arrangements is key to its continued
operations
   9




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Adverse changes in the economy or political conditions could negatively impact the Companys
business, results of operations and financial condition.
  The Company experiences variable operating results.
   
    
    changes in sales mix to customers
    
    changes in availability and rising component cost
    
    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
    
    volatility in the U.S., and international economy and financial markets
 The Companys customer base is concentrated.
   Most of the Companys customers do not commit to long-term production schedules, which makes it
difficult to schedule production and achieve maximum efficiency at the Companys manufacturing
facilities and to manage inventory levels.
  
    
    customers attempts to manage their inventory
    
    variation in demand for the Companys customers products
    
    design changes, or
    
    acquisitions of or consolidation among customers
 10




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The Company and its customers may be unable to keep current with the industrys technological
changes.
  Our customers have competitive challenges, including rapid technological changes, pricing pressure
and decreasing demand from their customers, which could adversely affect their business and the
Companys.
  
    
    increase competition among our customers and their competitors
    
    the inability of our customers to develop and market their products
    
    recessionary periods in our customers markets
    
    the potential that our customers products become obsolete
    
    our customers inability to react to rapidly changing technology
  Customer relationships with start-up companies present more risk.
  The Company faces intense industry competition and downward pricing pressures.
   11




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The Company has foreign operations that may pose additional risks.
    The Company may be unable to manage its growth.
  Disclosure and internal controls may not detect all errors or fraud.
  There is a risk of fluctuation of various currencies integral to the Companys operations.
  The availability of raw components or an increase in their price may affect the Companys
operations and profits.
  12




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The Company depends on management and skilled personnel.
  Favorable labor relations are important to the Company.
  Failure to comply with environmental regulations could subject the Company to liability.
  The price of the Companys stock is volatile.
  An adverse change in the interest rates for our borrowings could adversely affect our results of
operations.
  Changes in securities laws and regulations may increase costs.
  13




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Inadequate internal control over financial reporting could result in a reduction in the value of
our common stock.
  
 ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2.
    
    PROPERTIES
   Square
    
    
    
    Owned/Location
    
    Feet
    
    Services Offered
    
    LeasedSuzhou-Wujiang, China
    
    
    147,500
    
    
    High volume assembly, and testing of PTH and SMT, box-build, BGA
    
    *Union City, CA
    
    
    117,000
    
    
    Assembly and testing of PTH, SMT and BGA, box-build, prototyping,
warehousing
    
    LeasedElk Grove Village, IL
    
    
    124,300
    
    
    Corporate headquarters, assembly and testing of PTH, SMT and BGA,
box-build, prototyping, warehousing
    
    OwnedAcuna, Mexico
    
    
    115,000
    
    
    High volume assembly, and testing of PTH and SMT, box-build
    
    Owned
**Del Rio, TX
    
    
    44,000
    
    
    Warehousing, portion of which is bonded
    
    LeasedTijuana, Mexico
    
    
    67,700
    
    
    High volume assembly, and testing of PTH and SMT, box-build
    
    LeasedTaipei, Taiwan
    
    
    4,685
    
    
    Materials procurement, alternative sourcing assistance and quality control
    
    Leased
 
 *
    
    The Companys Suzhou-Wujiang, China building is owned by the Company and the land is leased
from the Chinese government for a 50 year term.**
    
    A portion of the facility is leased and the Company has an option to purchase it.  14




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ITEM 3.
    
    LEGAL PROCEEDINGS
   
 ITEM 4.
    
    REMOVED AND RESERVED
 
 PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 Market Information
  
 Period
    
    High
    
    LowFiscal 2011:Fourth Quarter
    
    $
    8.94
    
    
    $
    5.03Third Quarter
    
    
    7.44
    
    
    
    5.34Second Quarter
    
    
    6.90
    
    
    
    5.40First Quarter
    
    
    7.23
    
    
    
    4.89Fiscal 2010:Fourth Quarter
    
    $
    7.44
    
    
    $
    5.44Third Quarter
    
    
    6.85
    
    
    
    3.15Second Quarter
    
    
    3.79
    
    
    
    2.05First Quarter
    
    
    2.44
    
    
    
    1.41
 15




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Dividend Information
  Equity Compensation Plan Information
  
 ITEM 6.
    
    SELECTED FINANCIAL DATA
  
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  16




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Overview
      17




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Critical Accounting Policies:
 Management Estimates and Uncertainties
 Revenue Recognition
 Inventories
 Impairment of Long-Lived Assets
 Income Tax
  18




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Income Taxes
  New Accounting Standards:
    19




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Results of Operations:
 
  Fiscal Years2011
    
    2010Net sales
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Cost of products sold
    
    
    89.6
    
    
    
    88.8Selling and administrative expenses
    
    
    7.6
    
    
    
    8.8Total operating expenses
    
    
    97.2
    
    
    
    97.6Operating income
    
    
    2.8
    %
    
    
    2.4
    %
     20




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21




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Twelve MonthsEndedApril 30, 2011Income Reconciliation:Net income before relocation expenses
    
    $
    2,540,240Relocation expenses  net of tax effect
    
    
    562,206Net income
    
    $
    1,978,034EPS Reconciliation:Income per common share  assuming dilution before relocation expenses
    
    $
    0.65Net income per common share  assuming dilution of relocation expenses net of tax
    
    
    ($0.14
    )Net income per common share  assuming dilution
    
    $
    0.51Weighted average number of common equivalent shares outstanding  assuming
dilution
    
    
    3,890,949
 Liquidity and Capital Resources:
 Operating Activities.
   Investing Activities.
  22




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Financing Activities.
  Debt.
      23




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Off-balance Sheet Transactions:
  Contractual Obligations and Commercial Commitments:
  24




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ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
  
 ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9.
    
    CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Disclosure Controls:
  Internal Controls:
    25




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ITEM 9B.
    
    OTHER INFORMATION
  
 PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
  26




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PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   27




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Index to Exhibits
 
 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, incorporated herein by reference to Exhibit 3.2 to the
Companys Form 10-K for the fiscal year ended April 30, 2000.10.1
    
    Form of 1993 Stock Option Plan, incorporated herein by reference
to Exhibit 10.4 to the Companys Registration Statement on Form
S-1, File No. 33-72100.*10.2
    
    Form of Incentive Stock Option Agreement for the Companys 1993
Stock Option Plan , incorporated herein by reference to Exhibit
10.5 to the Companys Registration Statement on Form S-1, File
No. 33-72100.*10.3
    
    Form of Non-Statutory Stock Option Agreement for the Companys
1993 stock Option Plan, incorporated herein by reference to
Exhibit 10.6 to the Companys Registration Statement on Form S-1,
File No. 33-72100.*10.4
    
    2000 Outside Directors Stock Option Plan, incorporated herein by
reference to Appendix 1 to the Companys 2000 Proxy Statement
filed on August 21, 2000.*10.5
    
    2004 Directors Stock Option Plan, incorporated herein by
reference to Appendix C to the Companys 2004 Proxy Statement
filed on August 16, 2004.*10.6
    
    2004 Employee Stock Option Plan, incorporated herein by reference
to Appendix B to the Companys 2004 Proxy Statement filed on
August 16, 2004. *10.7
    
    Change in Control Plan dated May 30, 2002, incorporated herein by
reference to Exhibit 10.15 to the Companys Form 10-K for the
fiscal year ended April 30, 2005.*10.8
    
    Credit Agreement between SigmaTron International, Inc. and Wells
Fargo International Banking and Trade Solutions (IBTS), dated
January 8, 2010, incorporated herein by reference to Exhibit 10.1
to the Companys Form 8-K filed on January 14, 2010.10.9
    
    Revolving Line of Credit Note issued by SigmaTron International,
Inc. to Wells Fargo International Banking and Trade Solutions
(IBTS), dated January 8, 2010 incorporated herein by reference to
Exhibit 10.2 to the Companys Form 8-K filed on January 14, 2010.10.10
    
    Promissory Note issued by SigmaTron International, Inc. to Wells
Fargo International Banking and Trade Solutions (IBTS), dated
January 8, 2010, incorporated herein by reference to Exhibit 10.3
to the Companys Form 8-K filed on January 14, 2010.10.11
    
    Third Amendment to the Credit Agreement between SigmaTron
International, Inc. and Wells Fargo Bank, National Association,
dated August 6, 2010, incorporated herein by reference to Exhibit
10.11 to the Companys Form 10-Q filed on December 14, 2010.10.12
    
    SigmaTron International, Inc. Employee and Director Bonus Plan
dated November 1, 2010, incorporated herein by reference to
Exhibit 10.1 to the Companys Form 8-K filed on November 4,
2010.*10.13
    
    SigmaTron International, Inc. 2011 Officer Bonus Plan dated
November 1, 2010, incorporated herein by reference to Exhibit
10.2 to the Companys Form 8-K filed on November 4, 2010.*
 28




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21.0
    
    Subsidiaries of the Registrant, incorporated herein by reference
to the Companys Form 10-K for the fiscal year ended April 30,
2007, filed on July 24, 2007.23.1
    
    Consent of BDO USA, LLP.**24.0
    
    Power of Attorney of Directors and Executive Officers (included
on the signature page of this Form 10-K for the fiscal year ended
April 30, 2011).**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.**
    
    Filed herewith   29




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SIGNATURES
  SIGMATRON INTERNATIONAL, INC.By:
    /s/ Gary R. FairheadGary R. Fairhead,President and Chief Executive Officer,
Principal Executive Officer and DirectorDated: July 19, 2011   Signature
    
    Title
    
    Date/s/ John P. Chen

John P. Chen
    
    Chairman of the Board of Directors
    
    July 19, 2011/s/ Gary R. Fairhead

Gary R. Fairhead
    
    President and Chief Executive Officer,
(Principal Executive Officer) and Director
    
    July 19, 2011/s/ Linda K. Frauendorfer

Linda K. Frauendorfer
    
    Chief Financial Officer, Secretary and Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
    
    July 19, 2011/s/ Thomas W. Rieck

Thomas W. Rieck
    
    Director
    
    July 19, 2011/s/ Dilip S. Vyas

Dilip S. Vyas
    
    Director
    
    July 19, 2011/s/ Carl A. Zemenick

Carl A. Zemenick
    
    Director
    
    July 19 2011
 30




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##### 



INDEX TO FINANCIAL STATEMENTS
 PageSigmaTron International, Inc. and SubsidiariesREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    F-2CONSOLIDATED FINANCIAL STATEMENTSCONSOLIDATED BALANCE SHEETSASSETS
    
    F-3LIABILITIES AND STOCKHOLDERS EQUITY
    
    F-4CONSOLIDATED STATEMENTS OF INCOME
    
    F-5CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS EQUITY
    
    F-6CONSOLIDATED STATEMENTS OF CASH FLOWS
    
    F-7NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    
    F-8
   F-1




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 Board of Directors and Stockholders  SigmaTron International, Inc.  Elk Grove, Illinois
    
 F-2




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SigmaTron International, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
April 30,
 
 ASSETS
 2011
    
    
    2010CURRENT ASSETSCash and cash equivalents
    
    $
    4,138,102
    
    
    $
    4,052,572Accounts receivable, less allowance for doubtful
accounts of $150,000 at April 30, 2011 and 2010
    
    
    23,549,065
    
    
    
    24,929,972Inventories, net
    
    
    45,021,840
    
    
    
    37,406,056Prepaid expenses and other assets
    
    
    922,345
    
    
    
    928,551Refundable income taxes
    
    
    427,512
    
    
    
    Deferred income taxes
    
    
    1,499,915
    
    
    
    1,844,188Other receivables
    
    
    273,943
    
    
    
    171,593Total current assets
    
    
    75,832,722
    
    
    
    69,332,932PROPERTY, MACHINERY AND EQUIPMENT, NET
    
    
    26,189,150
    
    
    
    25,176,664OTHER LONG-TERM ASSETSCustomer relationships, net of amortization of
$2,570,325
and $2,406,329 at April 30, 2011 and 2010,
respectively
    
    
    199,675
    
    
    
    363,671Miscellaneous
    
    
    645,864
    
    
    
    822,341Total other long-term assets
    
    
    845,539
    
    
    
    1,186,012TOTAL ASSETS
    
    $
    102,867,411
    
    
    $
    95,695,608
  F-3




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SigmaTron International, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS  CONTINUED
April 30,
 
 LIABILITIES AND STOCKHOLDERS EQUITY
 2011
    
    
    2010CURRENT LIABILITIESTrade accounts payable
    
    $
    18,830,629
    
    
    $
    19,071,923Bank overdraft
    
    
    
    
    
    
    1,407,572Accrued expenses
    
    
    1,065,203
    
    
    
    916,280Accrued payroll
    
    
    3,266,766
    
    
    
    3,345,632Income taxes payable
    
    
    
    
    
    
    1,288,617Current portion of long-term debt
    
    
    260,990
    
    
    
    260,990Current portion of capital lease obligations
    
    
    832,262
    
    
    
    874,116Total current liabilities
    
    
    24,255,850
    
    
    
    27,165,130LONG-TERM DEBT,
LESS CURRENT PORTION
    
    
    24,301,841
    
    
    
    17,687,889CAPITAL LEASE OBLIGATIONS,
LESS CURRENT PORTION
    
    
    1,044,181
    
    
    
    569,240DEFERRED RENT
    
    
    722,559
    
    
    
    DEFERRED INCOME TAXES
    
    
    2,799,403
    
    
    
    2,610,142Total liabilities
    
    
    53,123,834
    
    
    
    48,032,401COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITYPreferred stock, $.01 par value; 500,000 shares
authorized, none issued and outstanding
    
    
    
    
    
    
    Common stock, $.01 par value; 12,000,000 shares
authorized, 3,864,274 and 3,822,556 shares issued
and outstanding at April 30, 2011 and 2010, respectively
    
    
    38,643
    
    
    
    38,226Capital in excess of par value
    
    
    19,749,278
    
    
    
    19,647,359Retained earnings
    
    
    29,955,656
    
    
    
    27,977,622Total stockholders equity
    
    
    49,743,577
    
    
    
    47,663,207TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    102,867,411
    
    
    $
    95,695,608
  F-4




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SigmaTron International, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
Years ended April 30,
 2011
    
    
    2010Net sales
    
    $
    151,728,084
    
    
    $
    122,476,340Cost of products sold
    
    
    135,940,878
    
    
    
    108,719,103Gross profit
    
    
    15,787,206
    
    
    
    13,757,237Selling and administrative expenses
    
    
    11,460,908
    
    
    
    10,826,880Operating income
    
    
    4,326,298
    
    
    
    2,930,357Other income
    
    
    (9,602
    )
    
    
    (1,256,235
    )Interest expense
    
    
    1,154,352
    
    
    
    821,263Income before income tax expense
    
    
    3,181,548
    
    
    
    3,365,329Income tax expense
    
    
    1,203,514
    
    
    
    1,120,786NET INCOME
    
    $
    1,978,034
    
    
    $
    2,244,543Earnings per common shareBasic
    
    $
    0.52
    
    
    $
    0.59Diluted
    
    $
    0.51
    
    
    $
    0.58Weighted-average shares of common
stock outstandingBasic
    
    
    3,828,638
    
    
    
    3,822,556Diluted
    
    
    3,890,949
    
    
    
    3,863,505
  F-5




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
Years ended April 30, 2011 and 2010
 Capital in
    
    
    
    
    
    
    TotalPreferred
    
    
    Common
    
    
    excess of par
    
    
    Retained
    
    
    stockholdersstock
    
    
    stock
    
    
    value
    
    
    earnings
    
    
    equityBalance at April 30, 2009
    
    $
    
    
    
    $
    38,226
    
    
    $
    19,630,580
    
    
    $
    25,733,079
    
    
    $
    45,401,885Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    16,779
    
    
    
    
    
    
    
    16,779Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,244,543
    
    
    
    2,244,543Balance at April 30, 2010
    
    
    
    
    
    
    38,226
    
    
    
    19,647,359
    
    
    
    27,977,622
    
    
    
    47,663,207Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    9,657
    
    
    
    
    
    
    
    9,657Exercise of stock options
    
    
    
    
    
    
    417
    
    
    
    92,262
    
    
    
    
    
    
    
    92,679Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,978,034
    
    
    
    1,978,034Balance at April 30, 2011
    
    $
    
    
    
    $
    38,643
    
    
    $
    19,749,278
    
    
    $
    29,955,656
    
    
    $
    49,743,577
  F-6




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended April 30,
 2011
    
    
    2010Cash flows from operating activitiesNet income
    
    $
    1,978,034
    
    
    $
    2,244,543Adjustments to reconcile net income to net
cash (used in) provided by operating activitiesDepreciation and amortization
    
    
    4,440,426
    
    
    
    4,007,026Stock-based compensation
    
    
    9,657
    
    
    
    16,779Provision for doubtful accounts
    
    
    6,600
    
    
    
    Provision for inventory obsolescence
    
    
    
    
    
    
    182,800Deferred income tax expense
    
    
    533,534
    
    
    
    410,730Amortization of customer relationships
    
    
    163,996
    
    
    
    245,216Insurance gain
    
    
    
    
    
    
    (1,233,830
    )Loss from disposal or sale of machinery and equipment
    
    
    8,637
    
    
    
    38,493Changes in assets and liabilitiesAccounts receivable
    
    
    1,374,307
    
    
    
    (8,144,893
    )Inventories
    
    
    (7,615,784
    )
    
    
    (1,358,301
    )Prepaid expenses and other assets
    
    
    80,333
    
    
    
    42,115Refundable income taxes
    
    
    (427,512
    )
    
    
    Trade accounts payable
    
    
    (241,294
    )
    
    
    9,491,228Deferred rent
    
    
    722,559
    
    
    
    Accrued expenses and payroll
    
    
    70,057
    
    
    
    1,103,263Income taxes payable
    
    
    (1,288,617
    )
    
    
    1,015,867Net cash (used in) provided by operating activities
    
    
    (185,067
    )
    
    
    8,061,036Cash flows from investing activitiesProceeds from insurance
    
    
    
    
    
    
    1,233,830Purchases of machinery and equipment
    
    
    (4,920,081
    )
    
    
    (2,578,873
    )Net cash used in investing activities
    
    
    (4,920,081
    )
    
    
    (1,345,043
    )Cash flows from financing activitiesProceeds from the issuance of common stock
    
    
    92,679
    
    
    
    Payments of financing fees
    
    
    
    
    
    
    (243,073
    )Proceeds under capital lease obligations
    
    
    
    
    
    
    1,287,407Payments under capital lease obligations
    
    
    (943,711
    )
    
    
    (2,286,807
    )Proceeds under sale lease back agreement
    
    
    835,330
    
    
    
    Payments under other notes payable
    
    
    (160,994
    )
    
    
    (93,912
    )Proceeds under building notes payable
    
    
    
    
    
    
    2,500,000Payments under building notes payable
    
    
    (99,996
    )
    
    
    (2,686,437
    )Payments under term loan
    
    
    
    
    
    
    (2,000,000
    )Net proceeds (payments) under lines of credit
    
    
    6,874,942
    
    
    
    (3,621,638
    )Change in bank overdraft
    
    
    (1,407,572
    )
    
    
    699,787Net cash provided by (used in) financing activities
    
    
    5,190,678
    
    
    
    (6,444,673
    )INCREASE IN CASH
    
    
    85,530
    
    
    
    271,320Cash and cash equivalents at beginning of year
    
    
    4,052,572
    
    
    
    3,781,252Cash and cash equivalents at end of year
    
    $
    4,138,102
    
    
    $
    4,052,572Supplementary disclosures of cash flow informationCash paid for interest
    
    $
    1,011,517
    
    
    $
    818,453Cash paid for income taxes, net of (refunds)
    
    
    1,990,756
    
    
    
    (548,028
    )Non Cash Financing Activity:Financed licensing agreement
through a note payable
    
    $
    
    
    
    $
    442,732Purchase of machinery and equipment financed
under capital leases
    
    
    541,468
    
    
    
    
  F-7




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2011 and 2010
 NOTE A  DESCRIPTION OF THE BUSINESS
  NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Consolidation Policy
  Use of Estimates
  F-8




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
April 30, 2011 and 2010
 NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Continued
 Cash and Cash Equivalents
  Accounts Receivable
  Allowance for Doubtful Accounts
  Inventories
  F-9




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
April 30, 2011 and 2010
 NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Continued
 Property, Machinery and Equipment
  Buildings
    
    20 yearsMachinery and equipment
    
    5-12 yearsOffice equipment and software
    
    3-5 yearsTools and dies
    
    12 monthsLeasehold improvements
    
    term of lease
  Deferred Financing Costs
  Income Taxes
  F-10




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
April 30, 2011 and 2010
 NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Continued
 Earnings per Share
  Revenue Recognition
  F-11




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
April 30, 2011 and 2010
 NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Continued
 Shipping and Handling Costs
  Fair Value of Financial Instruments
  Impairment of Long-Lived Assets
  F-12




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
April 30, 2011 and 2010
 NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Continued
 Intangibles Assets
  Balance as of April 30, 2009
    
    $
    608,887Amortization expense 2010
    
    
    (245,216
    )Balance as of April 30, 2010
    
    
    363,671Amortization expense 2011
    
    
    (163,996
    )Balance as of April 30, 2011
    
    $
    199,675Amortization period
    
    8 years
  Years Ending April 30,2012
    
    $
    112,7462013
    
    
    75,8502014
    
    
    11,079$
    199,675
  F-13




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
April 30, 2011 and 2010
 NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Continued
 Stock Incentive Plans
  Reclassifications
  New Accounting Standards
   F-14




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
April 30, 2011 and 2010
 NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Continued
 New Accounting Standards  Continued
   NOTE C  ALLOWANCE FOR DOUBTFUL ACCOUNTS
  2011
    
    
    2010Beginning balance
    
    $
    150,000
    
    
    $
    167,788Bad debt expense
    
    
    6,600
    
    
    
    Write-offs
    
    
    (6,600
    )
    
    
    (17,788
    )$
    150,000
    
    
    $
    150,000
 F-15




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
April 30, 2011 and 2010
 NOTE D  INVENTORIES
  2011
    
    
    2010Finished products
    
    $
    10,862,889
    
    
    $
    8,364,010Work in process
    
    
    2,280,209
    
    
    
    1,925,880Raw materials
    
    
    33,720,490
    
    
    
    29,013,48646,863,588
    
    
    
    39,303,376Less obsolescence reserve
    
    
    1,841,748
    
    
    
    1,897,320$
    45,021,840
    
    
    $
    37,406,056
  2011
    
    
    2010Beginning balance
    
    $
    1,897,320
    
    
    $
    1,798,860Provision for obsolescence
    
    
    
    
    
    
    182,800Write-offs
    
    
    (55,572
    )
    
    
    (84,340
    )$
    1,841,748
    
    
    $
    1,897,320
 F-16




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
April 30, 2011 and 2010
 NOTE E  PROPERTY, MACHINERY AND EQUIPMENT, NET
  2011
    
    
    2010Land and buildings
    
    $
    12,335,112
    
    
    $
    12,145,447Machinery and equipment
    
    
    44,364,140
    
    
    
    41,724,734Office equipment and software
    
    
    5,046,379
    
    
    
    4,541,291Tools and dies
    
    
    295,095
    
    
    
    295,095Leasehold improvements
    
    
    2,967,879
    
    
    
    3,345,106Equipment under capital leases
    
    
    5,125,379
    
    
    
    3,748,58070,133,984
    
    
    
    65,800,253Less accumulated depreciation and
amortization, including amortization of
assets under capital leases of $1,533,010 and
$1,126,162 at April 30, 2011 and 2010,
respectively
    
    
    43,944,834
    
    
    
    40,623,589Property, machinery and equipment, net
    
    $
    26,189,150
    
    
    $
    25,176,664
  F-17




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
April 30, 2011 and 2010
 NOTE F  LONG-TERM DEBT
 Note Payable  Bank
    Capital Lease Obligations
  F-18




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
April 30, 2011 and 2010
 NOTE F  LONG-TERM DEBT  Continued
 Capital Lease Obligations  Continued
    Note Payable  Buildings
  Other Debt
  F-19




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
April 30, 2011 and 2010
 NOTE F  LONG-TERM DEBT  Continued
 Other Debt  Continued
   Fiscal Year2012
    
    $
    260,9902013
    
    
    126,8282014
    
    
    22,099,9962015
    
    
    2,075,017Thereafter
    
    
    $
    24,562,831
  NOTE G  ACCRUED EXPENSES AND PAYROLL
  2011
    
    
    2010Wages
    
    $
    1,576,169
    
    
    $
    1,800,552Bonuses
    
    
    712,237
    
    
    
    675,000Foreign payroll accruals
    
    
    978,360
    
    
    
    870,080Interest payable
    
    
    77,369
    
    
    
    55,831Commissions
    
    
    37,282
    
    
    
    45,339Professional fees
    
    
    158,016
    
    
    
    247,287Other
    
    
    792,536
    
    
    
    567,823$
    4,331,969
    
    
    $
    4,261,912
 F-20




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
April 30, 2011 and 2010
 NOTE H  INCOME TAXES
  2011
    
    
    2010CurrentFederal
    
    $
    192,990
    
    
    $
    393,250State
    
    
    77,707
    
    
    
    67,007Foreign
    
    
    399,283
    
    
    
    249,799DeferredFederal
    
    
    465,138
    
    
    
    358,076State
    
    
    68,396
    
    
    
    52,654$
    1,203,514
    
    
    $
    1,120,786
  2011
    
    
    2010Income tax at federal rate
    
    $
    1,081,726
    
    
    $
    1,144,212State income tax, net of federal benefit
    
    
    91,829
    
    
    
    55,108Differential in foreign and federal tax rates
    
    
    (51,886
    )
    
    
    (124,734
    )Other, net
    
    
    81,845
    
    
    
    46,200$
    1,203,514
    
    
    $
    1,120,786
 F-21




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
April 30, 2011 and 2010
 NOTE H  INCOME TAXES  Continued
  2011
    
    
    2010U.S.
    
    $
    1,854,577
    
    
    $
    2,263,760Foreign
    
    
    1,326,971
    
    
    
    1,101,569Total
    
    $
    3,181,548
    
    
    $
    3,365,329
  2011
    
    
    2010Allowance for doubtful accounts
    
    $
    58,499
    
    
    $
    58,499Inventory obsolescence reserve
    
    
    718,273
    
    
    
    739,945Accruals not currently deductible
    
    
    384,336
    
    
    
    732,673Inventories
    
    
    375,125
    
    
    
    381,834Current deferred tax assets
    
    
    1,536,233
    
    
    
    1,912,951Prepaid insurance
    
    
    (36,318
    )
    
    
    (68,763
    )Current deferred tax liability
    
    
    (36,318
    )
    
    
    (68,763
    )Net current deferred tax assets
    
    $
    1,499,915
    
    
    $
    1,844,188
 2011
    
    
    2010Intangible assets
    
    $
    (77,872
    )
    
    $
    (141,830
    )Machinery and equipment
    
    
    (3,034,692
    )
    
    
    (2,517,676
    )Other
    
    
    313,161
    
    
    
    49,364Net long-term deferred tax liabilities
    
    $
    (2,799,403
    )
    
    $
    (2,610,142
    )
 F-22




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED  April 30, 2011 and 2010
 NOTE H  INCOME TAXES  Continued
   2011
    
    
    2010Balance at May 1,
    
    $
    50,038
    
    
    $
    72,115Increases for tax positions related to current year
    
    
    
    
    
    
    Increases for tax positions in prior years
    
    
    
    
    
    
    1,672Reductions
for tax positions due to expiration of statue of limitations
    
    
    (50,038
    )
    
    
    (23,749
    )Reduction for tax positions effectively settled
    
    
    
    
    
    
    Balance at April 30,
    
    $
    
    
    
    $
    50,038
    F-23




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED  April 30, 2011 and 2010
 NOTE H  INCOME TAXES  Continued
  NOTE I  401(k) RETIREMENT SAVINGS PLAN
  NOTE J  OTHER INCOME
  NOTE K  MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK
  F-24




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED  April 30, 2011 and 2010
 NOTE L  LEASES
   Capital
    
    
    OperatingYears ending April 30,
    
    leases
    
    
    leases2012
    
    $
    919,267
    
    
    $
    1,116,3222013
    
    
    261,683
    
    
    
    768,6772014
    
    
    261,683
    
    
    
    668,9182015
    
    
    261,682
    
    
    
    688,4982016
    
    
    261,682
    
    
    
    611,771Thereafter
    
    
    86,248
    
    
    
    3,185,5902,052,245
    
    
    $
    7,039,776Less amounts representing interest
    
    
    175,8021,876,443Less current portion
    
    
    832,262$
    1,044,181
   F-25




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED  April 30, 2011 and 2010
 NOTE M  STOCK OPTIONS
    F-26




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED  April 30, 2011 and 2010
 NOTE M  STOCK OPTIONS  Continued
  Number ofWeighted-
    
    optionsaverage
    
    exercisableNumber of
    
    exercise
    
    at endoptions
    
    price
    
    of yearOutstanding at April 30, 2009
    
    
    503,707
    
    
    $
    7.89
    
    
    
    496,671Options expired during 2010
    
    
    (1,670
    )
    
    
    5.63Outstanding at April 30, 2010
    
    
    502,037
    
    
    
    7.90
    
    
    
    498,910Options exercised during 2011
    
    
    (41,218
    )
    
    
    2.20Options exercised/expired during 2011
    
    
    (1,230
    )
    
    
    4.00Outstanding at April 30, 2011
    
    
    459,589
    
    
    $
    8.42
    
    
    
    458,337
  F-27




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED  April 30, 2011 and 2010
 NOTE M  STOCK OPTIONS  Continued
  Options outstandingNumber
    
    
    Weighted-average
    
    
    Weighted-outstanding at
    
    
    remaining
    
    
    averageRange of exercise prices
    
    April 30, 2011
    
    
    contractual life
    
    
    exercise price$2.20  5.40
    
    
    64,397
    
    
    2.60 years
    
    $
    2.829.17  11.56
    
    
    395,192
    
    
    4.82 years
    
    
    9.34459,589
    
    
    
    
    
    
    $
    8.42
 Options exercisableNumber
    
    
    Weighted-exercisable at
    
    
    averageRange of exercise prices
    
    April 30, 2011
    
    
    exercise price$2.20  5.40
    
    
    63,147
    
    
    $
    2.779.17  11.56
    
    
    395,190
    
    
    
    9.18458,337
    
    
    $
    8.30
   F-28




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED  April 30, 2011 and 2010
 NOTE N  HAYWARD, CA OPERATION MOVE
  NOTE O  SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
  First
    
    
    Second
    
    
    Third
    
    
    Fourthquarter
    
    
    quarter
    
    
    quarter
    
    
    quarter2011Net sales
    
    $
    38,061,373
    
    
    $
    38,195,193
    
    
    $
    36,934,982
    
    
    $
    38,536,536Income before income tax
expense
    
    
    1,361,670
    
    
    
    930,521
    
    
    
    404,603
    
    
    
    484,754Net income
    
    
    857,989
    
    
    
    586,050
    
    
    
    254,818
    
    
    
    279,177Earnings per share-Basic
    
    $
    0.22
    
    
    $
    0.15
    
    
    $
    0.07
    
    
    $
    0.08Earnings per share-Diluted
    
    $
    0.22
    
    
    $
    0.15
    
    
    $
    0.07
    
    
    $
    0.07Total shares-Basic
    
    
    3,822,801
    
    
    
    3,823,056
    
    
    
    3,823,056
    
    
    
    3,846,212Total shares-Diluted
    
    
    3,877,079
    
    
    
    3,881,139
    
    
    
    3,886,181
    
    
    
    3,916,903
 F-29




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED  April 30, 2011 and 2010
 NOTE O  SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)  Continued
  First
    
    
    Second
    
    
    Third
    
    
    Fourthquarter
    
    
    quarter
    
    
    quarter
    
    
    quarter2010Net sales
    
    $
    26,330,054
    
    
    $
    30,564,267
    
    
    $
    30,599,499
    
    
    $
    34,982,520(Loss) income before
income tax expense
    
    
    (638,781
    )
    
    
    821,021
    
    
    
    664,360
    
    
    
    2,518,729Net (loss) income
    
    
    (402,475
    )
    
    
    517,298
    
    
    
    415,468
    
    
    
    1,714,252(Loss) earnings per share-
Basic
    
    $
    (0.11
    )
    
    $
    0.14
    
    
    $
    0.11
    
    
    $
    0.45(Loss) earnings per
share-Diluted
    
    $
    (0.11
    )
    
    $
    0.13
    
    
    $
    0.12
    
    
    $
    0.44Total shares-Basic
    
    
    3,822,556
    
    
    
    3,822,556
    
    
    
    3,822,556
    
    
    
    3,822,556Total shares-Diluted
    
    
    3,822,556
    
    
    
    3,851,395
    
    
    
    3,873,531
    
    
    
    3,883,645
 F-30




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##### Table of Contents



SigmaTron International, Inc. and Subsidiaries  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED  April 30, 2011 and 2010
 NOTE P  LITIGATION
   F-31