In addition to historical financial information, this discussion of the business of SigmaTron International, Inc. ("SigmaTron"), its wholly-owned subsidiaries Standard Components de Mexico S.A., AbleMex, S.A. de C.V., Digital Appliance Controls de Mexico, S.A. de C.V., Spitfire Controls (Vietnam) Co. Ltd., Spitfire Controls (Cayman) Co. Ltd., wholly-owned foreign enterprises Wujiang SigmaTron Electronics Co., Ltd. and SigmaTron Electronic Technology Co., Ltd. (collectively, "SigmaTron China") and international procurement office SigmaTron Taiwan branch (collectively, the "Company") and other Items in this Quarterly Report on Form 10-Q contain forward-looking statements concerning the Company's business or results of operations. 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; 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 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 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, including the phase-out of 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 (commonly known as "COVID-19") 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, caused plant closings or reduced operations thus reducing output at those facilities; the stability of the U.S., Mexican, Chinese, Vietnamese and Taiwanese economic, labor and political systems and conditions; 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.




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SigmaTron International, Inc.

                                October 31, 2021

Overview:

The Company operates in one business segment as an independent provider of EMS, which includes printed circuit board assemblies and completely assembled (box-build) electronic products. In connection with the production of assembled products, the Company also provides services to its customers, including (1) automatic and manual assembly and testing of products; (2) material sourcing and procurement; (3) manufacturing and test engineering support; (4) design services; (5) warehousing and distribution services; and (6) assistance in obtaining product approval from governmental and other regulatory bodies. The Company provides these manufacturing services through an international network of facilities located in the United States, Mexico, China, Vietnam and Taiwan.

The Company relies on numerous third-party suppliers for components used in the Company's production process. Certain of these components are available only from single-sources or a limited number of suppliers. In addition, a customer's specifications may require the Company to obtain components from a single-source or a small number of suppliers. The loss of any such suppliers could have a material impact on the Company's results of operations. Further, the Company could operate at a cost disadvantage compared to competitors who have greater direct buying power from suppliers. The Company does not enter into long-term purchase agreements with major or single-source suppliers. The Company believes that short-term purchase orders with its suppliers provides flexibility, given that the Company's orders are based on the changing needs of its customers.

Sales can be a misleading indicator of the Company's financial performance. Sales levels can vary considerably among customers and products depending on the type of services (turnkey versus consignment) rendered by the Company and the demand by customers. Consignment orders require the Company to perform manufacturing services on components and other materials supplied by a customer, and the Company charges only for its labor, overhead and manufacturing costs, plus a profit. In the case of turnkey orders, the Company provides, in addition to manufacturing services, the components and other materials used in assembly. Turnkey contracts, in general, have a higher dollar volume of sales for each given assembly, owing to inclusion of the cost of components and other materials in net sales and cost of goods sold. Variations in the number of turnkey orders compared to consignment orders can lead to significant fluctuations in the Company's revenue and gross margin levels. Consignment orders accounted for less than 1% of the Company's revenues for the three and six month periods ended October 31, 2021 and October 31, 2020. Further, sales for the six months ended October 31,2021 included significant premiums of approximately 10% of net sales related to raw materials charges to the Company's customers with roughly the same amount included in cost of products sold.

The Company's international footprint provides our customers with flexibility within the Company to manufacture in China, Mexico, Vietnam or the U.S. We believe this strategy will continue to serve the Company well as its customers continuously evaluate their supply chain strategies.

The Company reported record quarterly sales and operating results for the quarter ended October 31, 2021. The results were driven by strong and growing demand from existing customers and several new customers. Backlog remains strong. Unfortunately, the volatility of the electronics marketplace remains and is not improving. The Company continues to experience shortages that affected final production for the Company's customers causing them to push out consumption of assemblies from the Company. Accordingly, the Company continues to be negatively affected by the disruptions in the component marketplace. There is no predictability regarding when theses disruptions will occur and it is a challenge in terms of reacting to these disruptions.



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SigmaTron International, Inc.

                                October 31, 2021

Results of Operations:

The following table sets forth selective financial data as a percentage of net sales for the periods indicated.



                                       Three Months Ended         Six Months Ended
                                    October 31,  October 31,  October 31,  October 31,
                                       2021         2020         2021         2020
                                    (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)

Net sales                             100.0%       100.0%       100.0%       100.0%
Operating expenses:
Cost of products sold                  88.2         90.3         88.5         91.5
Selling and administrative expenses     6.8          7.8          6.9          8.1
Total operating expenses               95.0         98.1         95.4         99.6
Operating income                       5.0%         1.9%         4.5%         0.4%


Net Sales

Net sales increased for the three month period ended October 31, 2021, to $100,216,614 from $69,618,424 for the three month period ended October 31, 2020. Net sales increased for the six month period ended October 31, 2021, to $185,956,048 from $130,143,380 for the six month period ended October 31, 2020. The Company's sales increased for the three and six month periods ended October 31, 2021, as compared to the prior year in the consumer electronics, industrial electronics and medical/life science marketplaces. Sales for the three and six month periods increased due to increasing demand from existing and new customers.

Gross Profit

Gross profit dollars increased during the three month period ended October 31, 2021, to $11,777,586 or 11.8% of net sales compared to $6,759,542 or 9.7% of net sales for the same period in the prior fiscal year. Gross profit dollars increased during the six month period ended October 31, 2021, to $21,360,064 or 11.5% of net sales compared to $11,031,733 or 8.5% of net sales for the same period in the prior fiscal year. The increase in gross profit for the three and six month periods ended October 31, 2021, was the result of lower operating costs and product mix compared to the same period in the prior year.



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SigmaTron International, Inc.

                                October 31, 2021

Selling and Administrative Expenses

Selling and administrative expenses increased to $6,805,756 or 6.8% of net sales for the three month period ended October 31, 2021, compared to $5,421,739 or 7.8% of net sales for the same period in the prior fiscal year. The net increase in selling and administrative expenses for the three month period ended October 31, 2021, was attributable to an increase in bonus expense and accounting professional fees. The increase in the foregoing expenses was partially offset by a decrease in general insurance and miscellaneous taxes. Selling and administrative expenses increased to $12,916,771 or 6.9% of net sales for the six month period ended October 31, 2021, compared to $10,481,264 or 8.1% of net sales for the same period in the prior fiscal year. The net increase in selling and administrative expenses for the six month period ended October 31, 2021, was attributable to an increase in bonus expense and miscellaneous taxes. The increase in the foregoing expenses was partially offset by a decrease in legal professional fees and general insurance.

Interest Expense

Interest expense increased to $344,675 for the three month period ended October 31, 2021, compared to $308,613 for the same period in the prior fiscal year. Interest expense decreased to $582,591 for the six month period ended October 31, 2021, compared to $646,877 for the same period in the prior fiscal year. The increase in interest expense for the three month period ended October 31, 2021, was due to the increased borrowings under the Company's banking arrangements. The decrease in interest expense for the six month period ended October 31, 2021, was due to the lower interest rates from the Company's banking arrangements.

Income Tax Expense

The income tax expense was $1,513,512 for the three month period ended October 31, 2021, compared to an income tax expense of $442,943 for the same period in the prior fiscal year. The Company's effective tax rate was 32.45% and 41.40% for the quarters ended October 31, 2021 and 2020, respectively. The income tax expense was $2,270,457 for the six month period ended October 31, 2021, compared to an income tax expense of $222,109 for the same period in the prior fiscal year. The Company's effective tax rate was 15.97% and (429.63)% for the six month period ended October 31, 2021 and 2020, respectively. The increase in income tax expense for the three month period ended October 31, 2021 compared to the same period in the previous year is due to increased income recognized in the current quarter compared to the previous year. The decrease in effective tax rate is due to variations in income earned by jurisdiction in the current period compared to the same period in the previous year. The increase in income tax expense for the six month period ended October 31, 2021 compared to the same period in the previous year is due to increased income recognized in the current year compared to the previous year. The change in effective tax rate for the six month period ended October 31, 2021 is due to an increase in income and variations in income earned by jurisdiction in the current period compared to the same period in the previous year.

Net Income

Net income increased to $3,150,205 for the three month period ended October 31, 2021, compared to a net income of $626,858 for the same period in the prior fiscal year. Net income increased to $11,946,921 for the six month period ended October 31, 2021, compared to a net loss of $273,808 for the same period in the prior fiscal year. A substantial part of the increase in net income for the six month period ended October 31, 2021 was attributable to the one-time gain recorded upon the extinguishment of the PPP Loan debt during the three month period ending July 31, 2021. Basic and



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SigmaTron International, Inc.

                                October 31, 2021

diluted earnings per share for the second quarter of fiscal year 2022 were $0.73 and $0.69 respectively, compared to basic and diluted earnings per share of $0.15 each for the same period in the prior fiscal year. Basic and diluted earnings per share for the six month period ended October 31, 2021 were $2.78 and $2.69, respectively, compared to basic and diluted loss per share of $0.06 each for the same period in the prior fiscal year.

Liquidity and Capital Resources:

Operating Activities.

Cash flow used in operating activities was $10,669,736 for the six months ended October 31, 2021. During the first six months of fiscal year 2022, cash flow used in operating activities was primarily the result of an increase in both inventory and accounts receivable in the amount of $35,078,520 and $16,341,244, respectively. Cash flow from operating activities was offset by an increase in accounts payable and deferred revenue in the amount of $24,062,801 and $6,366,871, respectively. The increase in inventory is the result of an increase in inventory purchases to satisfy customer orders. Further, capacity issues in the component industry made it difficult to obtain some components to complete assemblies for shipping. The increase in accounts payable is the result of more favorable payment terms with vendors and increased inventory purchases.

Cash flow provided by operating activities was $3,531,711 for the six months ended October 31, 2020. During the first six months of fiscal year 2021, cash flow provided by operating activities was primarily the result of a decrease in accounts receivable and inventory of $6,171,838 and $3,239,189, respectively. Cash flow provided by operating activities was partially offset by the result of a decrease in accounts payable of $11,288,257. The decrease in accounts payable was primarily the result of the timing of payments.

Investing Activities.

Cash used in investing activities was $7,069,854 for the six months ended October 31, 2021. During the first six months of fiscal year 2022 the Company purchased $3,107,854 in machinery and equipment to be used in the ordinary course of business. The Company has received forecasts from current customers for increased business that would require additional investment in capital equipment and facilities. To the extent that these forecasts come to fruition, the Company anticipates that it will make additional machinery and equipment purchases up to $3,400,000 in fiscal year 2022. The Company anticipates purchases will be funded by lease transactions. However, there is no assurance that such increased business will be obtained or that the Company will be able to obtain funding for leases at acceptable terms, if at all, in the future. During the first six months of fiscal year 2022 the Company made advances of $3,962,000 to Wagz. As more fully described in Note H - Significant Accounting Policies, on July 19, 2021, the Company signed a Definitive Agreement for a proposed business combination with Wagz. The advances were made in conjunction with the proposed business combination.

Cash used in investing activities was $5,083,220 for the six months ended October 31, 2020. During the first six months of fiscal year 2021, the Company purchased $2,470,920 in machinery and equipment used in the ordinary course of business. The Company made additional machinery and equipment purchases of $2,276,396 during the balance of fiscal year 2021. During the first six months of fiscal year 2021 the Company made advances of $2,612,300 to Wagz.



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SigmaTron International, Inc.

                                October 31, 2021

Financing Activities.

Cash provided by financing activities of $16,650,707 for the first six months ended October 31, 2021, was primarily the result of net borrowings under the line of credit.

Cash used in financing activities of $271,898 for the first six months ended October 31, 2020, was primarily the result of net payments under the line of credit.



Financing Summary.

Notes Payable - Banks

Prior to January 29, 2021, the Company had a senior secured credit facility with U.S. Bank National Association ("U.S. Bank"). The revolving credit facility allowed the Company to borrow up to the lesser of (i) $45,000,000 (the "Revolving Line Cap") less reserves or (ii) the Borrowing Base, but no more than 80% of the Company's Revolving Line Cap. Prior to its payoff and termination, the U.S. Bank senior secured credit facility was due to expire on March 31, 2022. On January 29, 2021, the Company paid the balance outstanding under the senior secured credit facility in the amount of $25,574,733. The unamortized deferred financing costs of $158,476 were expensed in fiscal year 2021 upon extinguishment of the debt.

On January 29, 2021, the Company entered into a Credit Agreement (the "Agreement") with JPMorgan Chase Bank, N.A. ("Lender"), pursuant to which Lender has agreed to provide the Company with a secured credit facility maturing on January 29, 2026, of which (a) up to $50,000,000 is available on a revolving loan basis, and (b) an aggregate of $6,500,000 was borrowed pursuant to two term loans (the "Facility"). The Facility is secured by substantially all of the Company's assets including mortgages on its two Illinois properties.

The Facility allows the Company to choose among interest rates at which it may borrow funds for revolving loans: "CBFR Loans," the interest on which is based on (A) the "REVLIBOR30 Rate" (as defined in the Agreement) unless the REVLIBOR30 Rate is not available, in which case the interest is generally the rate of interest last quoted by The Wall Street Journal as the "Prime Rate" in the U.S., plus (B) an applicable margin of 2.0% (effectively 2.25% per annum at October 31, 2021); or "Eurodollar Loans," the interest on which is based on (X) an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the LIBO Rate (as defined in the Agreement) for any interest period multiplied by the Standard Reserve Rate (as defined in the Agreement) plus (Y) an applicable margin of 2.0%. Under the revolving portion of the Facility, the Company may borrow up to the lesser of (i) $50,000,000 or (ii) an amount equal to a percentage of the eligible receivable borrowing base plus a percentage of the inventory borrowing base. The Facility is collateralized by a lien on substantially all of the assets of the Company. Under the Agreement, a minimum Fixed Charge Coverage Ratio ("FCCR") financial covenant of 1.10x is applicable only during an FCCR trigger period which occurs when (i) an event of default (as defined in the Agreement) has occurred and is continuing, and Lender has elected to impose a FCCR trigger period upon notice to the Company or (ii) availability falls below the greater of (a) 10% of the revolving commitment and (b) the outstanding principal amount of the term loans. The Company was not in a FCCR trigger period as of October 31, 2021. Deferred financing costs of $361,734 were capitalized during the fiscal year ended April 30, 2021 and will be amortized over the term of the Agreement. As of October 31, 2021, there was $41,769,338 outstanding and $10,797,328 of unused availability under the revolving Facility compared to an outstanding balance of $24,967,668 and $15,947,990



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SigmaTron International, Inc.

                                October 31, 2021

unused availability at April 30, 2021. As of October 31, 2021 and April 30, 2021, the unamortized amount offset against outstanding debt was $307,688 and $343,890, respectively.

On November 17, 2021, the Company and JPMorgan Chase Bank, N.A. entered into an amendment of the Facility. The amended Facility allows the Company to borrow up to the lesser of (i) $53,000,000 or (ii) an amount equal to a percentage of the eligible receivable borrowing base plus a percentage of the inventory borrowing base. Further, the Facility was amended to allow in some circumstances customer deposits to be deemed eligible for collateral purposes.

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 SBA in the amount of $6,282,973. The Company submitted its loan forgiveness application on March 26, 2021. The Company was notified of the forgiveness of the PPP Loan by the SBA on July 9, 2021 and it covers all principal and accrued interest. The accounting for the forgiveness is reflected in the Company's Statement of Operations as a non-cash gain upon extinguishment of long-term debt. Under the terms of all PPP Loans, all aspects of the PPP Loan remain subject to review by the SBA. While the Company is not aware of any issues, if it is later determined that it violated applicable laws or was otherwise ineligible to receive the PPP Loan, the Company will be required to repay the PPP Loan in its entirety in a lump sum and may be subject to additional penalties.

On March 15, 2019, the Company's wholly-owned subsidiary, SigmaTron Electronic Technology Co., Ltd., entered into a credit facility with China Construction Bank. On January 26, 2021, the agreement was amended. Under the agreement SigmaTron Electronic Technology Co., Ltd. can borrow up to 9,000,000 Renminbi, approximately $1,408,296 as of October 31, 2021, 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 3.85%. The term of the facility extends to January 6, 2022. There was $805,859 outstanding under the facility at October 31, 2021 compared to an outstanding balance of $824,159 at April 30, 2021.

Notes Payable - Buildings

The Company entered into a mortgage agreement on December 21, 2017, in the amount of $5,200,000, with U.S. Bank to refinance the property that serves as the Company's corporate headquarters and its Illinois manufacturing facility in Elk Grove Village, Illinois. The note required the Company to pay monthly principal payments in the amount of $17,333, bore interest at a fixed rate of 4.0% per year and was payable over a fifty one month period. Deferred financing costs of $74,066 were capitalized in fiscal year 2018 which were amortized over the term of the agreement. On January 29, 2021, the Company repaid its U.S. Bank mortgage in the amount outstanding of $4,576,000, using proceeds from the Facility extended by Lender. The Company recorded a prepayment penalty of $120,842 in fiscal year 2021. The remaining deferred financing costs of $21,365 were expensed in fiscal year 2021.

The Company entered into a mortgage agreement on December 21, 2017, in the amount of $1,800,000, with U.S. Bank to refinance the property that serves as the Company's engineering and design center in Elgin, Illinois. The note required the Company to pay monthly principal payments in the amount of $6,000, bore interest at a fixed rate of 4.0% per year and was payable over a fifty one month period. Deferred financing costs of $65,381 were capitalized in the fiscal year 2018 which were amortized over the term of the agreement. On January 29, 2021, the Company repaid its U.S. Bank mortgage in the amount outstanding of $1,584,000, using proceeds from the Facility extended



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SigmaTron International, Inc.

                                October 31, 2021

by Lender. The Company recorded a prepayment penalty of $41,830 in fiscal year 2021. The remaining deferred financing costs of $18,859 were expensed in fiscal year 2021.

The Company's Facility with Lender, entered into on January 29, 2021, also included two term loans, in the aggregate principal amount of $6,500,000. The loans require the Company to pay aggregate principal payments in the amount of $36,111 per month for 60 months, plus monthly payments of interest thereon at (A) the REVLIBOR30 Rate, unless the REVLIBOR30 Rate is not available, in which case the interest is generally the rate of interest last quoted by The Wall Street Journal as the "Prime Rate" in the U.S., plus (B) an applicable margin of 2.5%; (effectively 2.75% per annum at October 31, 2021); or "Eurodollar Loans," the interest on which is based on (X) an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the LIBO Rate (as defined in the Agreement) for any interest period multiplied by the Standard Reserve Rate (as defined in the Agreement) plus (Y) an applicable margin of 2.5%. Deferred financing costs of $10,050 were capitalized during fiscal year 2021 which are amortized over the term of the agreement. As of October 31, 2021, the unamortized amount included as a reduction to long-term debt was $8,542. A final aggregate payment of approximately $4,368,444 is due on or before January 29, 2026. The outstanding balance was $6,211,111 at October 31, 2021 compared to an outstanding balance of $6,427,778 at April 30, 2021.

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 $487,763 and $509,985 at October 31, 2021 and April 30, 2021, respectively.

Notes Payable - Equipment

The Company routinely enters into secured note agreements with Engencap Fin S.A. DE C.V. to finance the purchase of equipment. The terms of these secured note agreements mature from November 1, 2021 through May 1, 2023, with quarterly installment payments ranging from $11,045 to $37,941 and a fixed interest rate ranging from 6.65% to 8.00%.

The Company routinely enters into secured note agreements with FGI Equipment Finance LLC to finance the purchase of equipment. The terms of these secured note agreements mature from March 1, 2025 through October 1, 2026, with quarterly installment payments ranging from $10,723 to $71,326 and a fixed interest rate of 8.25%.

Finance Lease and Sales Leaseback Obligations

The Company enters into various finance lease and sales leaseback agreements. The terms of the lease agreements mature through September 1, 2025, with monthly installment payments ranging from $1,455 to $40,173 and a fixed interest rate ranging from 3.75% to 12.73%.

Other

The Company provides funds for salaries, wages, overhead and capital expenditure items as necessary to operate its wholly-owned Mexican, Vietnamese and Chinese subsidiaries and the Taiwan IPO. The



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SigmaTron International, Inc.

                                October 31, 2021

Company provides funding in U.S. Dollars, which are exchanged for Pesos, Dong, Renminbi, and New Taiwan dollars. The fluctuation of currencies from time to time, without an equal or greater increase in inflation, could have a material impact on the financial results of the Company. The impact of currency fluctuations for the six month period ended October 31, 2021, resulted in net foreign currency transaction losses of $121,400 compared to net foreign currency losses of approximately $165,209 for the same period in the prior year. During the six months of fiscal year 2022, the Company paid approximately $29,870,000 to its foreign subsidiaries for manufacturing services. All intercompany balances have been eliminated upon consolidation.

The Company has not changed its plans to indefinitely reinvest the earnings of the Company's foreign subsidiaries. The cumulative amount of unremitted earnings for which U.S. income taxes have not been recorded is $5,091,000 as of October 31, 2021.

Conditions surrounding COVID-19 change rapidly and additional impacts of which the Company is not currently aware may arise. Based on past performance and current expectations, the Company believe's that the existing sources of liquidity, including current cash, will provide sufficient resources to meet known capital requirements and working capital needs through the next twelve months.

The impact of inflation on the Company's net sales, revenues and income from operations for the past two fiscal years has been minimal.

Off-balance Sheet Transactions:

The Company has no off-balance sheet transactions.



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SigmaTron International, Inc.

                                October 31, 2021

Tabular Disclosure of Contractual Obligations:

As a smaller reporting company, as defined in Item 10(f)(1) of Regulation S-K under the Exchange Act, the Company is not required to provide the information required by this item.

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