SigmaTron International, Inc. Receives Nasdaq Notice Regarding Late Form 10-Q Filing
27 Mars 2023 - 10:15PM
SigmaTron International, Inc. (the “Company”) announced today that
on March 23, 2023, it received a delinquency notification letter
from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the
Company is not in compliance with the continued listing
requirements under Nasdaq Listing Rule 5250(c)(1) because the
Company did not timely file its Form 10-Q for the fiscal quarter
ended January 31, 2023 (the “Form 10-Q”). The notification letter
has no immediate effect on the listing or trading of the Company’s
common stock on the Nasdaq Capital Market.
The Company filed a Notification of Late Filing
on Form 12b-25 on March 20, 2023, indicating that the filing of the
Form 10-Q would be delayed because the Company requires additional
time to complete its quarter-end close procedures in light of the
impairment assessments (described in Exhibit A in Form 12b-25)
which will result in a non-cash material impairment charges for its
Pet Tech subsidiary, Wagz, Inc., for the quarter ended January 31,
2023, and the Company’s ongoing negotiations of forbearance
agreements with J.P. Morgan Chase Bank, N.A. and TCW Asset
Management Company, as Administrative Agent, to address covenant
defaults to its loan facility. These processes require significant
resources from the Company’s financial, accounting and
administrative personnel and, as a result, the Company requires
additional time to complete its quarterly review, including the
preparation and finalization of its Form 10-Q.
Nasdaq has informed the Company that the Company
must submit a plan of compliance (the “Plan”) within 60 calendar
days, or no later than May 22, 2023, addressing how it intends to
regain compliance with Nasdaq’s listing rules and, if Nasdaq
accepts the Plan, it may grant an extension of up to 180 calendar
days from the Form 10-Q original filing due date, or until
September 13, 2023, to regain compliance.
The Company is working on completing the Form
10-Q.
About SigmaTron International,
Inc.
Headquartered in Elk Grove Village, Illinois,
SigmaTron International, Inc. operates in two reportable segments
as an independent provider of electronic manufacturing services
(“EMS”), and as a provider of products to the pet technology (“Pet
Tech”) market. The EMS segment includes printed circuit board
assemblies, electro-mechanical subassemblies and completely
assembled (box-build) electronic products. The Pet Tech segment
offers electronic products such as the Freedom Smart Dog Collar™, a
wireless, geo-mapped fence, and wellness system, along with apparel
and accessories. SigmaTron International, Inc. and its wholly-owned
subsidiaries (the “Company”) operate manufacturing facilities in
Elk Grove Village, Illinois; Acuna, Chihuahua, and Tijuana Mexico;
Union City, California; Suzhou, China, and Biên Hòa City, Vietnam.
In addition, the Company maintains an International Procurement
Office and Compliance and Sustainability Center (“IPO”) in Taipei,
Taiwan. The Company also provides design services in Elgin,
Illinois, U.S. and Portsmouth, New Hampshire, U.S.
Forward-Looking Statements
Note: This press release contains
forward-looking statements. Words such as “continue,” “anticipate,”
“will,” “expect,” “believe,” “plan,” and similar expressions
identify forward-looking statements. These forward-looking
statements are based on the current expectations of the Company.
Because these forward-looking statements involve risks and
uncertainties, the Company’s plans, actions and actual results
could differ materially. Such statements should be evaluated in the
context of the direct and indirect risks and uncertainties inherent
in the Company’s business including, but not necessarily limited
to, the risks inherent in any merger, acquisition or business
combination including the December 31, 2021 acquisition of Wagz;
the Company’s continued dependence on certain significant
customers; the continued market acceptance of products and services
offered by the Company and its customers; pricing pressures from
the Company’s customers, suppliers and the market; the activities
of competitors, some of which may have greater financial or other
resources than the Company; the variability of the Company’s
operating results; the results of long-lived assets and goodwill
impairment testing; the ability to achieve the expected benefits of
acquisitions as well as the expenses of acquisitions; the
collection of aged account receivables; the variability of the
Company’s customers’ requirements; the impact of inflation on the
Company’s operating results; the availability and cost of necessary
components and materials; the impact acts of war may have to the
supply chain; the ability of the Company and its customers to keep
current with technological changes within its industries;
regulatory compliance, including conflict minerals; the continued
availability and sufficiency of the Company’s credit arrangements;
the cost of borrowing under the Company’s senior and subordinated
credit facilities, including under the rate indices that replaced
LIBOR; the ability to meet the Company’s financial and restrictive
covenants under its loan agreements; changes in U.S., Mexican,
Chinese, Vietnamese or Taiwanese regulations affecting the
Company’s business; the turmoil in the global economy and financial
markets; the spread of COVID-19 and variants which has threatened
the Company’s financial stability by causing a decrease in consumer
revenues, caused a disruption to the Company’s global supply chain,
and caused plant closings or reduced operations thus reducing
output at those facilities; the continued availability of scarce
raw materials, exacerbated by global supply chain disruptions,
necessary for the manufacture of products by the Company; the
stability of the U.S., Mexican, Chinese, Vietnamese and Taiwanese
economic, labor and political systems and conditions; global
business disruption caused by the Russian invasion in Ukraine and
related sanctions; currency exchange fluctuations; and the ability
of the Company to manage its growth. These and other factors which
may affect the Company’s future business and results of operations
are identified throughout the Company’s Annual Report on Form 10-K,
and as risk factors, may be detailed from time to time in the
Company’s filings with the Securities and Exchange Commission.
These statements speak as of the date of such filings, and the
Company undertakes no obligation to update such statements in light
of future events or otherwise unless otherwise required by law.
For Further Information Contact:SigmaTron
International, Inc.James J. Reiman1-800-700-9095
Sigmatron (NASDAQ:SGMA)
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