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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended July 31, 1998
Commission File Number 0-23248
SigmaTron International, Inc.
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(Exact Name of Registrant, as Specified in its Charter)
Delaware 36-3918470
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(State or other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification Number)
2201 Landmeier Road, Elk Grove Village, Illinois 60007
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(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (847) 956-8000
No Change
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(Former Name, Address, or Fiscal Year, if Changed Since Last Reports)
Indicate, by check mark, whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
On September 7, 1998, there were 2,881,227 shares of the Registrant's Common
Stock outstanding.
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SigmaTron International, Inc.
Index
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<CAPTION>
PART 1. FINANCIAL INFORMATION: Page No.
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Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets--July 31, 1998
and April 30, 1998 3
Condensed Consolidated Statements of Income--
Three Months Ended July 31, 1998 and 1997 4
Condensed Consolidated Statements of Cash Flows--Three Months
Ended July 31, 1998 and 1997 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risks 9
PART II. OTHER INFORMATION
Item 5. Other Information 10
Item 6. Exhibits 10
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SigmaTron International, Inc.
Consolidated Balance Sheets
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<CAPTION>
July 31, April 30,
1998 1998
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(Unaudited)
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ASSETS
Current assets:
Cash $ 31,844 $ 284,679
Accounts receivable 10,686,755 11,977,973
Inventories 19,376,486 18,972,587
Prepaid expenses 363,176 418,464
Deferred incomes taxes 218,788 218,788
Other assets 252,387 331,461
----------- -----------
Total current assets 30,929,436 32,203,952
Machinery and equipment, net 11,363,129 11,249,550
Due from SMTU:
Investment and advances 280,116 311,107
Equipment lease receivabes 3,368,011 3,207,691
Other receivables 917,658 650,695
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4,565,785 4,169,493
Other assets 1,331,131 1,018,211
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Total assets $48,189,481 $48,641,206
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable - Banks 69,441 111,108
Trade accounts payable 7,379,792 6,751,886
Trade accounts payable - Related parties 752,919 915,475
Accrued expenses 1,273,204 1,575,434
Income tax payable 121,242 60,025
Capital lease obligations 2,215,517 2,081,338
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Total current liabilities 11,812,115 11,495,266
Notes payable - Banks, less current portion 14,573,412 15,177,695
Capital lease obligations, less current portion 3,417,875 3,604,793
Deferred income taxes 760,061 760,061
Stockholders' equity:
Preferred stock, $.01 par value; 500,000 shares
authorized, none issued and outstanding -- --
Common stock, $.01 par value; 6,000,000 shares
authorized, 2,881,227 shares issued and outstanding 28,812 28,812
at July 31, 1998 and April 30,1998
Capital in excess of par value 9,436,554 9,436,554
Retained earnings 8,160,652 8,138,025
----------- -----------
Total stockholders' equity 17,626,018 17,603,391
Total liabilities and stockholders' equity $48,189,481 $48,641,206
=========== ===========
</TABLE>
See accompanying notes.
3
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SigmaTron International, Inc.
Condensed Consolidated Statements of Income
( Unaudited)
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<CAPTION>
THREE MONTHS Three Months
ENDED Ended
JULY 31, 1998 July 31, 1997
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Net sales $18,527,432 $17,155,318
Cost of products sold 16,868,870 15,271,015
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1,658,562 1,884,303
Selling and administrative expenses 1,254,254 1,255,187
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Operating income 404,308 629,116
Equity in net (income) loss of affiliate 30,989 (4,482)
Interest expense - banks and capital lease obligations 473,520 408,791
Interest expense - related party -- 523
Interest income - related party (137,954) (96,328)
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335,566 312,986
Income before income taxes 37,753 320,612
Income taxes 15,126 129,270
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Net income $22,627 $191,342
Net income per common share - basic $0.01 $0.07
============= =============
Weighted average number of common
shares outstanding - basic 2,881,128 2,880,836
============= =============
Net income per common share - diluted $0.01 $0.06
============= =============
Weighted average number of common shares and
common equivalent shares outstanding - diluted 2,895,527 2,984,601
============= =============
</TABLE>
See accompanying notes.
4
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SIGMATRON INTERNATIONAL, INC.
Condensed Consolidated Statements of Cash Flow
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JULY 31
1998 1997
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OPERATING ACTIVITIES:
Net income $ 22,627 $ 191,342
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation 364,591 286,323
Equity in net loss of affiliate 30,989 (4,482)
Amortization - 5,021
Changes in operating assets and liabilities:
Provision for doubtful accounts - 45,000
Accounts receivable 1,291,218 (2,162,639)
Inventories (403,899) (1,369,754)
Prepaid expenses 55,288 (20,345)
Other assets (500,807) (584,512)
Trade accounts payable 627,906 4,325,080
Trade accounts payable - related parties (162,556) (59,078)
Accrued expenses (302,230) (429,522)
Income tax payable 61,217 25,603
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Net cash provided by operating activities 1,084,344 248,037
INVESTING ACTIVITIES:
Purchases of machinery and equipment (168,697) (200,922)
Proceeds from sale and leaseback of machinery
and equipment - 1,429,899
Proceeds from affiliate subleases - 104,049
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Net cash used in investing activities (168,697) 1,333,026
FINANCING ACTIVITIES:
Repayment of term loan and other notes payable - (31,947)
Net payments under capital lease obligations (522,532) (347,142)
Issuance of common stock - 42,000
Net proceeds under line of credit (645,950) (1,470,025)
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Net cash provided by financing activities (1,168,482) (1,807,114)
Change in cash (252,835) (226,051)
Cash at beginning of period 284,679 323,223
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Cash at end of period $ 31,844 $ 97,172
========== ==========
</TABLE>
See accompanying notes.
5
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SigmaTron International, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
July 31, 1998
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month period ended July 31, 1998
are not necessarily indicative of the results that may be expected for the year
ending April 30, 1999. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Annual
Report for the year ended April 30, 1998.
NOTE B -- INVENTORIES
The components of inventory consist of the following:
July 31, April 30,
1998 1998
------------ ------------
Finished products $ 2,687,282 $ 3,292,442
Work-in-process 2,443,136 1,887,517
Raw materials 14,246,068 13,792,628
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$ 19,376,486 $ 18,972,587
============ ============
NOTE C - FLOOD DAMAGE IN DEL RIO TEXAS AND ACUNA MEXICO
Del Rio Texas and Acuna Mexico were hit by a flash flood on Sunday August 23,
1998. Both towns experienced significant damage, including the Company's
manufacturing and warehousing operations. Members of the Company's executive
management team arrived in Del Rio on the morning of Tuesday August 25, 1998 to
assist in the logistics of the recovery effort.
The Company's warehouse in Del Rio, Texas suffered significant damage to its raw
material and finished goods inventory. Machinery and equipment and inventory at
one of its three manufacturing locations in Acuna Mexico sustained severe damage
and its manufacturing operations were entirely shut down on Monday August 24,
1998. The Company's
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management believes these losses relating to the damage are substantially
covered by its general insurance, including its business interruption coverage.
The Company intends to take the necessary short term steps to support its
customers' requirements without suffering a significant financial impact in the
long term.
On Tuesday August 25, 1998 the Company started manufacturing at approximately
50% of its prior production levels in Mexico. Management is evaluating its
production alternatives, including utilizing its operations at other SigmaTron
locations. The Company will utilize all of its available resources to ensure the
rebuilding process is completed as soon as possible.
NOTE 5 - EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, Earnings per Share. Statement 128 replaced the
previously reported primary and fully diluted earnings per share with basic and
diluted earnings per share. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options, warrants, and convertible
securities. Diluted earnings per share is very similar to the previously
reported fully diluted earnings per share. All earnings per share amounts for
all periods have been presented, and where necessary, restated to conform to the
Statement 128 requirements.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
NOTE: To the extent any statements in this quarterly report may be deemed to be
forward looking, such statements should be evaluated in the context of the risks
and uncertainties inherent in the Company's business, including the extent of
the damage to the facilities, the timing and cost of repairs to the damaged
facilities, the receipt of adequate insurance coverage, and the availability and
utilization of sufficient production alternatives, occasioned by the flood at
the Company's Acuna, Mexico location; the Company's continuing dependence on
certain major customers; the availability and cost of components; the
anticipated seasonality of its business; the timing and rescheduling of customer
orders for SigmaTron International, Inc. and SMT Unlimited and other risks and
uncertainties set forth in the Company's periodic reports filed with the
Security and Exchange Commission.
RESULTS OF OPERATIONS:
Net sales increased from $17,155,318 for the three month period ended July 31,
1997 to $18,527,432 for the three month period ended July 31, 1998. The
Company's emphasis remains on attracting new customers and servicing new
markets. While several of the markets the Company serves have remained slow it
has seen signs of other markets starting to grow again. The timing and
rescheduling of orders has caused the Company to experience significant
quarterly fluctuations in its revenues and earnings and the Company expects such
fluctuations to continue. Historically, the Company's first and fourth quarters
have been the weakest periods. The Company is expediting equipment and inventory
to its operations which
7
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- -con't
were hit by a flood in late August. The Company intends to support its customers
and to use all resources available to complete the recovery process as soon as
possible.
Gross profit decreased during the three month period ended July 31, 1998 to
$1,658,562 from $1,884,303 for the same period of the prior fiscal year. The
decrease in gross profit for the three months ended July 31, 1998 is due to a
product mix which was largely composed of higher volume, lower margin products,
and an increase in the Company's manufacturing structure. During the last
several months the Company increased its manufacturing capacity, personnel and
equipment capabilities. The expansion was completed in the fourth quarter of
fiscal 1998.
Selling and administrative expenses remained constant at $1,254,254 or 6.8% of
net sales for the three month period ended July 31, 1998 compared to $1,255,187
or 7.3% of net sales in the first quarter of fiscal 1998.
Interest expense for bank debt and capital lease obligations for the three month
period ended July 31, 1998 was $473,520 compared to $408,791 for the same period
in the prior year. The increase is primarily attributable to a higher
outstanding balance on the line of credit and interest expense associated with
increased capital lease obligations.
As a result of the factors above net income decreased from $191,342 for the
three month period ended July 31, 1997 to $22,627. Basic and diluted net
earnings per share for the first fiscal quarter ended July, 1998 were $.01
compared to $.07 for the same period in the prior year.
LIQUIDITY AND CAPITAL RESOURCES:
During the first quarter of fiscal 1999 the Company financed its operations
through cash provided by operations. The Company had working capital of
$19,117,321 at July 31, 1998 and $21,015,799 at July 31, 1997, representing a
current ratio of 2.6 and 2.8 for these periods, respectively.
To the extent that the Company provides funds for salaries, wages, overhead and
capital expenditure items necessary to operate its Mexican operations, the
amount of funds available for use in the Company's domestic operations may be
depleted. The funds, which ordinarily derive from the Company's cash from
operations and borrowings under its revolving credit facility, total
approximately $1,378,000 for a typical 3 month period. The Company provides
funding in U.S. dollars, which are exchanged for pesos as needed.
8
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YEAR 2000:
The Year 2000 Y2K issue is the result of computer programs using a two-digit
format, as opposed to four digits, to indicate the year. Such computer systems
may be unable to interpret dates beyond the year 1999, which could cause a
system failure or other computer errors, leading to disruptions in operations.
The Company has formed a committee of Executive Officers and others to examine
Year 2000 compliance issues relating to the Company, and to plan for the
implementation of changes appropriate to insure compliance in a timely manner.
As part of the plan, the Company has begun to contact third parties with which
it has a material relationship to inquire into their compliance with Y2K. As a
result of its internal review to date, and based upon the responses it has
received from such third parties, while the Company has yet to determine
precisely what costs will be incurred in connection with its Y2K compliance, the
Company believes that its compliance with Year 2000 issues will not have a
material impact on its business, operations or financial condition.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS -
Not applicable
9
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SIGMATRON INTERNATIONAL, INC.
PART II - OTHER INFORMATION
July 31, 1998
ITEM 5. OTHER INFORMATION
The Securities and Exchange Commission has recently amended Rules 14a-4 and
14a-5 promulgated under the Securities Exchange Act of 1934, as amended (the
"1934 Act"), in respect of the Company's exercise of discretionary voting
authority in connection with annual shareholder meetings, and in particular with
respect to matters not submitted under the Shareholder Proposal rule set forth
in Rule 14a-8 under the 1934 Act.
Under the amended Rules, a company is permitted discretionary voting authority
in those instances in which the company did not have notice of the matter by a
date more than 45 days before the month and day in the current year
corresponding to the date on which the company first mailed its proxy materials
for the prior year's annual meeting of shareholders, or by a date established by
an overriding advance notice provision in a company's articles of incorporation
or bylaws. Section 2.6 of the Company's Bylaws provides that for business to be
properly brought before a meeting by a stockholder, the stockholder must deliver
written notice to, or mail such written notice so that it is received by, the
secretary of the Company, at the principal executive offices of the Company, not
less than one hundred and twenty (120) or more than one hundred and fifty (150)
days prior to the first anniversary of the date of the Company's consent
solicitation or proxy statement released to stockholders in connection with the
previous year's election of directors or meeting of stockholders, except that if
no annual meeting of stockholders or election by consent was held in the
previous year or if the date of the annual meeting has been changed from the
previous year's meeting, a proposal shall be received by the Company within ten
(10) days after the Company has "publicly disclosed" the date of the meeting in
the manner specified in Article II, Section 2.3 of the Company's Bylaws. Given
that the date of the 1999 Annual Meeting of Stockholders of the Company is
expected to remain the third Friday in September, a stockholder proposal
submitted outside the processes of Rule 14a-8 under the 1934 Act will be
considered untimely unless appropriate notice is provided between March 17, 1999
and April 16, 1999.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 10.41 Lease Agreement between the Company and International
Financial Services lease number 98-106 dated June 30, 1998.
Exhibit 27 - Financial Data Schedule (EDGAR version only)
(b) No reports on Form 8-K were filed during the quarter ended July 31,
1998.
10
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SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SIGMATRON INTERNATIONAL, INC.
/s/ Gary R. Fairhead 9/9/98
- ----------------------------------------------- -----------------
Gary R. Fairhead Date
President and CEO (Principal Executive Officer)
/s/ Linda K. Blake 9/9/98
- ----------------------------------------------- -----------------
Linda K. Blake Date
Chief Financial Officer, Secretary and Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
11
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EXHIBIT 10.41
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INTERNATIONAL FINANCIAL 1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SERVICES CORPORATION (847) 549-0100 FAX (847) 549-0119
LESSEE: SIGMATRON INTERNATIONAL, INC. LEASE NO. ALWAYS REFER TO: #98-106
CONTACT: MS. LINDA BLAKE
ADDRESS: 2201 LANDMEIER ROAD PHONE #: 847-956-8000
ELK GROVE VILLAGE, IL 60007 EQUIPMENT LOCATION IF OTHER THAN LESSEE:
TYPE OF COMPANY: CORPORATION
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EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A"
TERM: 60 $6239.00 per period for the first 60 periods.
PERIODS ARE: MONTHLY ADVANCE RENTALS, $12,478.00 payable at the signing of this lease
TOTAL # OF LEASE PAYMENTS: 60 to be applied to the last two rental payments.
EFFECTIVE DATE: SEE PARAGRAPH 25
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</TABLE>
ACCEPTANCE NOTICE
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 Milwaukee Avenue
Libertyville, IL 60048
GENTLEMEN:
All items referred to above were received by us and were and are in good
order and condition and acceptable to us. The decals, labels, etc., if required
and supplied have been affixed to the above items. We approve payment by you to
the supplier. Lessee hereby certifies that the lessor has fully and
satisfactorily performed all covenants and conditions to be performed by it
under said lease agreement as of the date hereof.
Very Truly Yours,
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LEASE DATED ____ DAY OF __________________, 199__
VENDOR: This acceptance must be signed
by lessee and returned to us before your LESSEE NAME: SIGMATRON INTERNATIONAL, INC.
invoice can be paid. ------------------------------------------
SIGNED BY:
------------------------------------------
TITLE: President and Chief Executive Officer
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(INDICATE CORPORATE OFFICE, GENERAL PARTNER, OWNER, ETC)
LESSEE'S ORIGINAL SIGNATURE IN INK IS REQUIRED ON
LEASE PAGES 1,2,3 ,4,5 - MUST BE ORIGINAL SIGNATURES DATE:
-------------------------------------------------
</TABLE>
ACCEPTANCE NOTICE - 3
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<TABLE>
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INTERNATIONAL FINANCIAL 1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SERVICES CORPORATION (847) 549-0100 FAX (847) 549-0119
LESSEE: SIGMATRON INTERNATIONAL, INC. LEASE NO. ALWAYS REFER TO: #98-106
CONTACT: MS. LINDA BLAKE
ADDRESS: 2201 LANDMEIER ROAD PHONE #: 847-956-8000
ELK GROVE VILLAGE, IL 60007 EQUIPMENT LOCATION IF OTHER THAN ADDRESS OF LESSEE:
TYPE OF COMPANY: CORPORATION
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EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A"
TERM: 60 $6239.00 per period for the first 60 periods.
PERIODS ARE: MONTHLY ADVANCE RENTALS, $12,478.00 payable at the signing of this lease
TOTAL # OF LEASE PAYMENTS: 60 to be applied to the last two rental payments.
EFFECTIVE DATE: SEE PARAGRAPH 25
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</TABLE>
EQUIPMENT DISCLAIMER AND AGREEMENT
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 Milwaukee Avenue
Libertyville, IL 60048
GENTLEMEN:
This will advise that LESSEE is aware of its obligations with reference to the
above lease and that LESSEE agrees in its name to enforce all warranties,
agreements, or representations, if any, which may be made by the supplier to
LESSEE. LESSEE agrees that INTERNATIONAL FINANCIAL SERVICES CORPORATION makes
no expressed or implied warranties as to any matter whatsoever, including,
without limitation the condition of the equipment, its merchantability or its
fitness for any particular purpose except as set forth in the LEASE. No defect
or unfitness of equipment shall release LESSEE of the obligation to pay rental
payments or of any other obligations under this lease agreement.
Very Truly Yours,
<TABLE>
<S> <C>
LEASE DATED ____ DAY OF __________________, 199__
LESSEE NAME: SIGMATRON INTERNATIONAL, INC.
------------------------------------------
SIGNED BY:
------------------------------------------
TITLE: President and Chief Executive Officer
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(INDICATE CORPORATE OFFICE, GENERAL PARTNER, OWNER, ETC)
LESSEE'S ORIGINAL SIGNATURE IN INK IS REQUIRED ON
LEASE PAGES 1,2,3,4,5 - MUST BE ORIGINAL SIGNATURES DATE:
-------------------------------------------------
</TABLE>
EQUIPMENT DISCLAIMER AND AGREEMENT - 4
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<TABLE>
<S> <C>
INTERNATIONAL FINANCIAL 1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SERVICES CORPORATION (847) 549-0100 FAX (847) 549-0119
LESSEE: SIGMATRON INTERNATIONAL, INC. LEASE NO. ALWAYS REFER TO: #98-106
CONTACT: MS. LINDA BLAKE
ADDRESS: 2201 LANDMEIER ROAD PHONE #: 847-956-8000
ELK GROVE VILLAGE, IL 60007 EQUIPMENT LOCATION IF OTHER THAN ADDRESS OF LESSEE:
TYPE OF COMPANY: CORPORATION
- --------------------------------------------------------------------------------------------------------
EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A"
TERM: 60 $6239.00 per period for the first 60 periods.
PERIODS ARE: MONTHLY ADVANCE RENTALS, $12,478.00 payable at the signing of this lease
TOTAL # OF LEASE PAYMENTS: 60 to be applied to the last two rental payments.
EFFECTIVE DATE: SEE PARAGRAPH 25
- --------------------------------------------------------------------------------------------------------
</TABLE>
LESSEE'S ACKNOWLEDGEMENT
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 Milwaukee Avenue
Libertyville, IL 60048
GENTLEMEN:
As Lessee under the lease referred to above with International Financial
Services Corporation, the undersigned hereby acknowledges the Lessor's right to
assign its interest under the Lease and that Assignee does not assume any of the
obligations of the Lessor thereunder, consents to any such assignment and, in
consideration of the assignee having advanced funds to the Lessor to finance the
equipment described in the Lease, and in consideration of Assignee"s covenant
with Lessee that so long as Lessee is not in default under the Lease, Lessee
will quietly possess the Equipment, free of interference from third parties,
agrees as follows: (a) that its obligation to pay directly to the Assignee the
amounts (whether designated as rentals or otherwise) which become due from the
Lessee as set forth in the Lease so assigned shall be absolutely unconditional
and shall be payable in strict accordance with the Lease, and it promises so to
pay the same notwithstanding any defense, set-off or counterclaim whatsoever,
whether by reason of breach of the Lease, the exercise of any right or option
thereunder, or otherwise, which it may or might now or hereafter have as against
the Lessor (the Lessee reserving its right to have recourse directly against the
Lessor on account of any such defense, set-off or counterclaim); and (b) that,
subject to and without impairment of the Lessee's leasehold rights in and to the
Equipment described in said Lease, Lessee holds said Equipment and the
possession thereof for the Assignee to the extent of the Assignee's rights
therein. There shall be only one executed counterpart of this lease marked
"Original" and all other counterparts shall be marked "Duplicate." To the
extent that Lease constitutes chattel paper (as defined in the Uniform
Commercial Code) no security interest in this lease may be created through the
transfer or possession of any counterpart other than the original.
Very Truly Yours,
<TABLE>
<S> <C>
LEASE DATED ____ DAY OF __________________, 199__
LESSEE NAME: SIGMATRON INTERNATIONAL, INC.
------------------------------------------
SIGNED BY:
------------------------------------------
TITLE: President and Chief Executive Officer
-------------------------------------------------
(INDICATE CORPORATE OFFICE, GENERAL PARTNER, OWNER, ETC)
LESSEE'S ORIGINAL SIGNATURE IN INK IS REQUIRED ON
LEASE PAGES 1,2,3,4,5 - MUST BE ORIGINAL SIGNATURES DATE:
-------------------------------------------------
</TABLE>
LESSEE'S ACKNOWLEDGMENT - 5
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<TABLE>
<S> <C>
1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
(847) 549-0100 FAX (847) 549-0119
INTERNATIONAL FINANCIAL
SERVICES CORPORATION
LESSEE: SIGMATRON INTERNATIONAL, INC. LEASE NO. ALWAYS REFER TO: #98-106
ADDRESS: 2201 LANDMEIER ROAD CONTACT: MS. LINDA BLAKE
ELK GROVE VILLAGE, IL 60007 PHONE #: 847-956-8000
EQUIPMENT LOCATION IF OTHER THAN ADDRESS OF LESSEE:
TYPE OF COMPANY: CORPORATION
- --------------------------------------------------------------------------------------------------------
EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A"
TERM: 60 $6239.00 per period for the first 60 periods.
PERIODS ARE: MONTHLY ADVANCE RENTALS, $12,478.00 payable at the signing of this lease
TOTAL # OF LEASE PAYMENTS: 60 to be applied to the last two rental payments.
EFFECTIVE DATE: SEE PARAGRAPH 25
- --------------------------------------------------------------------------------------------------------
</TABLE>
TERMS AND CONDITIONS OF LEASE
1. LEASE. LESSOR hereby leases to LESSEE and LESSEE hereby hires and takes
from LESSOR, the personal property set forth on the EQUIPMENT Schedule above
and any Schedule attached hereto with all accessories incorporated therein
and/or affixed thereto, hereinafter referred to as EQUIPMENT.
2. RENTALS. During and for the original term hereof LESSEE hereby agrees to
pay LESSOR as and for rental of the EQUIPMENT the amounts specified above as
monthly or other calendar period rental multiplied by the number of months or
periods specified above. The first rental payment shall be made on the
effective date as set forth above. In the event the effective date is omitted
when the LEASE is executed by the LESSEE, the LESSOR is authorized to and shall
insert the effective date of this LEASE which shall be the date of delivery of
EQUIPMENT. Subsequent monthly or other period rental payments shall be due on
the same day of subsequent months or other calendar periods as the effective
date of this LEASE. All payments shall be made at the office of the LESSOR at
1113 S. Milwaukee Avenue, Libertyville, IL 60048, or as otherwise directed by
the LESSOR or assignee in writing.
3. TERM. The original term of this LEASE shall commence on the date that the
EQUIPMENT is delivered to LESSEE and shall terminate upon the expiration of
the number of months, or other calendar periods, set forth above from said
date. Said rent shall be payable monthly in advance.
4. EQUIPMENT AND LIABILITY. LESSOR, at the request of LESSEE, has ordered or
shall order the EQUIPMENT described above from a supplier selected by LESSEE.
LESSOR shall not be liable for specific performance of this LEASE or for
damages, if , for any reason, supplier fails to accept such order or delays or
fails to fill the order. LESSEE agrees to accept such EQUIPMENT and to
complete the acceptance notice provided by LESSOR.
5. PLACE OF USE; INSPECTION. LESSEE shall keep the EQUIPMENT at its place of
business as specified above. LESSEE covenants and agrees not to allow the use
of EQUIPMENT by other than the employees of the LESSEE and covenants and agrees
not to rent or sublet the EQUIPMENT or any part thereof to others for their own
use. Whenever requested by LESSOR, LESSEE shall promptly advise LESSOR as to
the exact location of the EQUIPMENT. LESSOR, from time to time, may enter the
premises where the EQUIPMENT is located and inspect same upon 1 business day's
notice and subject to LESSEE's security rules.
6. ADVANCE RENTALS. At the LESSOR'S option any advance rentals made hereunder
may be applied by LESSOR to cure any default of LESSEE. LESSEE will from time
to time promptly provide any additional credit or financial information that
the LESSOR deems necessary to this transaction.
7. DISCLAIMER OF WARRANTY. LESSOR not being the manufacturer or the supplier
of the EQUIPMENT, nor a dealer in similar equipment, has not made and does not
make any representation warranty or covenant, express or implied, with respect
to the design, condition, durability, suitability, fitness for use or
merchantability of the EQUIPMENT in any respect. As between LESSOR and LESSEE,
the EQUIPMENT shall be accepted and leased by LESSEE "AS IS" and "WITH ALL
FAULTS". LESSEE agrees to settle all such claims directly with the supplier
and will not assert any such claims or defenses against LESSOR or LESSOR'S
assignee. LESSOR assigns to, authorizes and appoints LESSEE to enforce, in its
own name and at its own expense, any claim, warranty, agreement or
representation which may be made against the supplier, but LESSOR assumes no
obligation as to the extent or enforceability thereof. LESSOR agrees to
cooperate with LESSEE in the enforcement of any manufacturer warranty to the
extent LESSOR'S cooperation is necessary under the terms of any such warranty.
No defect or unfitness of the EQUIPMENT, loss or damage thereto or any other
circumstances shall relieve LESSEE of its obligations under this LEASE which
are absolute and unconditional. In no event shall LESSOR or LESSEE be liable
for any consequential damages. Supplier is not an agent of LESSOR and no
employee of supplier is authorized to waive, supplement or otherwise alter, any
provision of this LEASE.
8. ERRORS IN ESTIMATED COST. The amount of each rent payment and the advance
rental initially set forth above are based upon the estimated total cost of the
EQUIPMENT (excluding taxes, transportation and any other charges) which is an
estimate, and each shall be adjusted proportionally if the actual cost of the
EQUIPMENT differs from said estimate. LESSEE hereby authorizes LESSOR to
correct the figures set forth above when the actual cost is known. If the
actual cost of the EQUIPMENT differs from the estimated cost by more than ten
percent (10%) thereof, however, either party at its option may terminate this
LEASE by giving written notice to the other party within fifteen (15) days
after receiving notice of the actual cost or the corrected rent.
9. USE AND RETURN OF EQUIPMENT. The LESSEE shall exercise due and proper care
in the use, repair and servicing of the EQUIPMENT and at all times and at its
expense shall keep and maintain the leased property in good working condition,
order, and repair. LESSEE may alter and upgrade the EQUIPMENT provided that
such alteration or upgrade does not reduce the value or impair the capability
of the EQUIPMENT. LESSEE shall have the right to remove any such alteration or
upgrade before returning the EQUIPMENT to LESSOR so long as the removal does
not damage the EQUIPMENT. LESSEE shall bear all costs associated with the
acquisition, installation and removal of any such alteration or upgrade. Upon
the expiration or termination of this LEASE, LESSEE at its sole expense shall
forthwith properly pack and return the EQUIPMENT to LESSOR, or to such place
designated by LESSOR within 30 miles of EQUIPMENT location, in the same
condition as when received by LESSEE, reasonable wear and tear alone excepted.
All replacement parts, incorporated in or affixed to the EQUIPMENT after the
commencement of this LEASE shall become the property of LESSOR.
10. TITLE; LIENS; TAXES. The Equipment is, and shall at all times be and
remain (i) the sole and exclusive property of LESSOR; and the LESSEE shall have
no right, title or interest therein or thereto except as expressly set forth
in this LEASE; (ii) personal property notwithstanding that the EQUIPMENT or any
part thereof may now be or hereafter become, in any manner affixed or attached
to or imbedded in, or permanently resting upon, real property or any building
thereon. LESSEE agrees to affix nameplates or decals to the EQUIPMENT
indicating LESSOR'S ownership thereof if requested and supplied by LESSOR.
THIS LEASE IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ABOVE AND ON THE
FOLLOWING PAGES AND RIDERS WHICH ARE MADE PART THEREOF AND WHICH LESSEE
ACKNOWLEDGES THAT IT HAS READ. IN WITNESS WHEREOF THE LESSEE HAS HEREBY
EXECUTED THIS NON CANCELLABLE LEASE THIS _____DAY OF _________________ 19___
<TABLE>
<S> <C>
ACCEPTED __________________ 19____ LESSEE NAME: SIGMATRON INTERNATIONAL, INC.
------------------------------------------
INTERNATIONAL FINANCIAL SERVICES CORP., LESSOR SIGNED BY:
------------------------------------------
BY TITLE: President and Chief Executive Officer
-------------------------------------------- -------------------------------------------------
TITLE (INDICATE CORPORATE OFFICE, GENERAL PARTNER, OWNER, ETC)
-----------------------------------------
DATE:
LESSEE'S ORIGINAL SIGNATURE IN INK IS REQUIRED ON -------------------------------------------------
LEASE PAGES 1,2,3,4,5 - MUST BE ORIGINAL SIGNATURES
</TABLE>
LEASE ORIGINAL - 1
<PAGE> 5
LESSEE shall keep the EQUIPMENT free and clear of levies, liens and
encumbrances and shall pay all license and registration fees, assessments,
filing or recording fees, documentary stamp tax, sale/use taxes, personal
property taxes, gross receipt taxes, excise taxes including value added taxes
and all other taxes (local, state and federal) which may now or hereafter be
imposed upon the ownership, leasing, rental, sale, purchase, possession or use
of the EQUIPMENT whether assessed to LESSOR or LESSEE excluding, however, all
taxes on or measured by LESSOR'S net income.
If such taxes are levied against the LESSOR, the LESSOR shall have the
right, subject to the following paragraph, but not the obligation, to pay any
such taxes, whether levied against the LESSOR or the LESSEE. In such event the
LESSEE shall reimburse the LESSOR therefor within five (5) days after receipt
of invoice and for the failure to make such reimbursement when due the LESSOR
shall have all remedies provided herein with respect to the nonpayment of the
rental hereunder. LESSEE shall give LESSOR immediate notice of any attachment
or other judicial process, liens or encumbrances affecting the EQUIPMENT and
shall indemnify and save LESSOR harmless from any loss or damage caused
thereby.
Notwithstanding the foregoing, LESSEE shall have the right, at its expense
and by appropriate legal proceedings, to contest the validity, applicability or
amount of any fees, assessments or taxes imposed upon the EQUIPMENT provided
that LESSEE shall not cause a tax lien to be levied against the EQUIPMENT or
LESSOR. LESSOR agrees to cooperate with LESSEE in any such contest and will
permit LESSEE to contest the same in the name of LESSOR (if required by law) or
in the name of LESSEE, all at LESSEE'S cost and expense. The non-payment of
any fee, tax or assessment by LESSEE in connection with such contest shall not
be deemed a default hereunder until final determination of such contest and
expiration of any due date established therein.
11. FILING. LESSEE hereby authorizes LESSOR to file financing statements with
respect to the EQUIPMENT or any collateral provided by LESSEE to LESSOR prior
to or following LESSOR's acceptance of this LEASE, in any State of the United
States in which the EQUIPMENT is located. LESSEE shall execute such
supplemental instruments and financing statements if LESSOR deems such to be
necessary or advisable and shall otherwise cooperate to defend the title of the
LESSOR by filing or otherwise. LESSEE, upon demand, shall promptly pay to
LESSOR all filing costs and fees incurred or paid by LESSOR.
12. INSURANCE. Commencing on the date risk passes to LESSOR from the supplier
and continuing until LESSEE has redelivered possession of the EQUIPMENT to
LESSOR, LESSEE, at its expense, shall keep the EQUIPMENT insured against all
risks of loss or damage from every cause whatsoever for the greater of the
total rent for the full term of this LEASE or the full undepreciated
replacement value (new) of the EQUIPMENT, and shall carry public liability
insurance, both personal injury and property damage, covering the EQUIPMENT and
its use. All insurance shall be of a type, form, in amounts, with companies
and contain terms and conditions reasonably satisfactory to LESSOR.
Certificates of insurance or other evidence satisfactory to LESSOR, including
the original or certified copies of the actual policies showing the existence
of insurance in accordance herewith, and the terms, conditions and payments
therefor shall be delivered to LESSOR upon LESSOR's request. Said insurance
shall provide for loss, if any, payable to LESSOR and LESSEE as their interests
may appear and shall name LESSOR as an additional insured for purposes of
liability insurance. The proceeds of insurance payable as a result of loss of
or damage to EQUIPMENT shall be applied, at the option of LESSEE: (a) toward
the replacement, restoration or repair of EQUIPMENT which may be lost, stolen,
destroyed or damaged; or (b) toward payment of the obligations of LESSEE
hereunder. In the event the LESSEE elects to apply insurance proceeds to the
repair or to the replacement of the damaged EQUIPMENT, this LEASE shall
continue in full force and effect. In the event LESSEE elects to apply
insurance proceeds to the payment of LESSEE'S obligations for rent hereunder,
the LESSEE's obligations for the rent hereunder shall be reduced by the amount
of such insurance proceeds, but the LESSEE shall be liable for any additional
rents due. Such reduction of rents shall be allocated solely to the item or
items lost, stolen, damaged or destroyed.
13. LOSS; DAMAGE. LESSEE assumes and shall bear the risk of loss and damage to
the EQUIPMENT from every cause whatsoever, whether or not insured. In the
event of any loss or damage to the EQUIPMENT, LESSEE, at the option of LESSEE,
shall (a) place the same in good repair, condition and working order; or (b)
replace the same with new EQUIPMENT; or (c) immediately pay to LESSOR the
following amount: the greater of (x) the total unpaid rentals for the entire
term hereof (discounted to present value at the rate of six (6) percent per
annum plus any amount due LESSOR pursuant to Section 18 hereof or (y) the fair
market value of the EQUIPMENT immediately prior to the loss or damage. Upon
such payment, together with payment of all other sums owing on said LEASE to
and including such payment date, LESSOR will transfer title to the affected
EQUIPMENT to LESSEE "as is", "where is", and without warranty, express or
implied but including the warranty of good and marketable title.
14. INDEMNITY. Lessee does hereby assume liability for and does agree to
indemnify, protect, save and keep harmless LESSOR, and any assignee of LESSOR
from and against any and all liabilities, losses, damages, penalties, claims,
actions, suits, costs, expenses and disbursements, including court costs and
reasonable legal expenses, of whatever kind and nature, imposed on, incurred by
or asserted against LESSOR, and any assignee of LESSOR (whether or not also
indemnified against by any other person) in any way relating to or arising out
of this LEASE or the manufacture, purchase, ownership, delivery, lease,
possession, use, operation, condition, return or other disposition of the
EQUIPMENT by LESSEE, including without limitation any claim alleging latent or
other defects, whether or not discoverable by LESSOR or LESSEE; any claim for
patent, trademark or copyright infringement; any claim arising out of strict
liability in tort; and any taxes for which LESSEE is responsible pursuant to
this LEASE, but excluding any such claims arising from acts or omissions of
LESSOR or its assignees.
15. DEFAULT. Any of the following events or conditions shall constitute an
event of default hereunder; (a) LESSEE'S failure to pay when due any rent or
other amount due hereunder within 30 days after receipt by LESSEE of notice of
default: (b) LESSEE'S default in performing any other term, covenant or
condition hereof if such default is not cured within 30 days after receipt by
LESSEE of notice of default; (c) seizure of any EQUIPMENT under legal process;
(d) the filing by or against LESSEE of a petition for reorganization or
liquidation under the Bankruptcy Code or any amendment thereto or under any
other insolvency law providing for the relief of debtors; (e) the voluntary or
involuntary making of an assignment of a substantial portion of its assets by
LESSEE for the benefit of creditors, appointment of a receiver or trustee for
LESSEE or for any of LESSEE'S asset institution by or against LESSEE of any
formal or informal proceeding for dissolution, liquidation, settlement of
claims against or winding up of the affairs of LESSEE, or the making by LESSEE
of a transfer of all or a material portion of LESSEE's assets or inventory not
in the ordinary course of business and not for equivalent consideration.
16. REMEDIES. Upon LESSEE'S default, LESSOR shall have the right to exercise
any one or more of the following remedies; (a) without affecting LESSOR'S title
or right to possession of the EQUIPMENT, declare due, sue for and recover all
rents and other amounts then accrued or thereafter accruing for the entire
lease term, discounted to present value at 8% per annum or the sum calculated
per paragraph 27 below, whichever is greater, (b) require LESSEE to promptly
redeliver the EQUIPMENT in the manner specified in Section 9 hereof; or (c)
repossess the EQUIPMENT without notice, legal process, prior judicial hearing
or liability for trespass (which rights LESSEE hereby voluntarily,
intelligently and knowingly waives). Such return or repossession of EQUIPMENT
shall not terminate this LEASE unless LESSOR so notifies LESSEE in writing.
LESSOR, at its option may sell or re-lease the EQUIPMENT upon such terms as it
reasonably determines and apply the proceeds to LESSEE's obligations hereunder,
after deducting from such proceeds all costs and expenses of repossession and
disposition, reasonable attorney's fees, plus any amounts due LESSOR pursuant
to Section 18 hereof. LESSEE shall promptly pay any resulting deficiency,
together with interest at the lesser of sixteen (16%) percent and LESSOR's
reasonable attorneys' fees if legal action is required to collect such
deficiency. If LESSOR is unable to repossess the EQUIPMENT for any reason, the
EQUIPMENT shall be deemed a total loss and LESSEE shall pay to LESSOR the
amount due pursuant to Section 13 (c). All such remedies are cumulative and
may be enforced separately or concurrently and are in addition to any other
rights or remedies available to LESSOR at law or in equity. The foregoing
provisions of this Section 16 are subject to any mandatory requirement of
applicable law then in effect.
17. ASSIGNMENT. Without the prior written consent of LESSOR, LESSEE shall not
assign, transfer, pledge or hypothecate this LEASE and EQUIPMENT or any
interest in this LEASE or in and to the EQUIPMENT or permit its rights under
this LEASE to be subject to any lien, charge or encumbrance of any nature.
Notwithstanding the foregoing, LESSEE may assign the LEASE, the EQUIPMENT and
its interest in this LEASE and the EQUIPMENT to an affiliate or in connection
with a sale of all or substantially all of its assets to, or consolidation with
or merger of LESSEE into, any entity so long as such entity assumes the
obligations of LESSEE hereunder and immediately following such event is, in the
reasonable opinion of LESSOR, no less creditworthy than was LESSEE immediately
prior to such event. LESSOR shall have the right to assign this LEASE or any
part thereof. If LESSOR assigns the rents reserved herein or all or any of
the LESSOR's other rights hereunder, or amounts equal thereto, the right of the
assignee to receive the rentals as well as any other right of the assignee
shall not be subject to any defense, setoff, counterclaim or recoupment which
may arise out of any breach or obligation of LESSOR or by reason of any other
indebtedness or liability at any time owing by LESSOR to LESSEE. All rentals
due hereunder shall be payable to assignee by LESSEE in accordance with the
terms hereof. On receipt of notification of such assignment, LESSEE, subject
to its rights hereunder, shall become the pledgeholder of the EQUIPMENT for and
on behalf of the assignee and will relinquish possession thereof only to the
assignee or pursuant to its written order subject to LESSEE's rights hereunder.
LESSEE, on receiving notice of any such assignment, shall make payments as may
therein be directed. Following such assignments, the term "LESSOR" shall be
deemed to include or refer to LESSOR'S assignee, provided that no such assignee
shall be deemed to assume any obligation or duty imposed upon LESSOR hereunder
and LESSEE shall look only to LESSOR for performance thereof. There shall be
only one executed counterpart of this LEASE marked "Original" and all other
counterparts shall be marked "Duplicate". To the extent that LEASE constitutes
chattel paper (as defined in the Uniform Commercial Code) no security interest
in this lease may be created through the transfer or possession of any
counterpart other than the original.
18. DEPRECIATION AND INVESTMENT TAX CREDIT INDEMNITY. (THIS SECTION DOES NOT
APPLY IF LESSOR HAS AGREED IN WRITING TO PASS THE INVESTMENT TAX CREDIT (ITC)
TO LESSEE.) If, as to any EQUIPMENT, under any circumstances and for any
reason whatsoever, except through the fault of the LESSOR, LESSOR shall lose or
shall not have the right to claim, or there shall be disallowed or recaptured
(collectively a "loss") (1) any portion of the maximum ITC, allowable under the
Internal Revenue Code of 1954, as amended, for new property with a useful life
equivalent to the lease term for such EQUIPMENT; or (2) any prortion of the
claimed depreciation deductions for such EQUIPMENT, based on the cost thereof,
LESSEE agrees to pay LESSOR upon demand an amount which, in the reasonable
opinion of LESSOR, will cause LESSOR's after tax net yield in respect of such
equipment to equal the net yield that LESSOR would have received if LESSOR had
not suffered such loss.
TERMS AND CONDITIONS OF LEASE #98-106 CONTINUED LESSEE'S INITIALS __________
LEASE ORIGINAL - 1
<PAGE> 6
19. ENTIRE AGREEMENT; NON-WAIVER; NOTICES; SEVERABILITY. This LEASE and each
rider hereto initialed by LESSEE contains the entire and only understanding
between LESSOR and LESSEE relating to the subject matter hereof. Any
representation, promises or conditions not contained herein shall not be
binding unless in writing and signed by duly authorized representatives of each
party. No covenant or condition of this LEASE can be waived except by the
written consent of LESSOR. Any notices required to be given hereunder shall be
given in writing at the address of each party herein set forth, or to such
other address as either party may substitute by written notice to the other
with a copy of any such notice sent to LESSEE sent to Henry J. Underwood, Jr.,
Esq., Defrees & Fiske, 200 South Michigan, Suite 1100, Chicago, Illinois 60604.
Whenever reference is made herein to the "LEASE," it shall be deemed to
include any Schedules attached hereto identifying all items of EQUIPMENT and
the applicable term and rent, and each rider hereto initialed by LESSEE, all of
which constitute one indivisible lease of equipment to which all the terms and
provisions hereof apply. If any provision of this LEASE is held invalid, such
invalidity shall not affect any other provisions hereof.
20. GENDER; NUMBER; JOINT AND SEVERAL LIABILITY; AUTHORIZATION. Whenever the
context of this LEASE requires, the masculine gender includes the feminine or
neuter and the singular number includes the plural; whenever the word "LESSOR"
is used herein, it shall include all assignees of LESSOR; whenever the word
"herein" is used referring to this LEASE, it shall include the applicable
Schedules hereto and each rider hereto initialed by LESSEE. If there is more
than one LESSEE named in this LEASE, the liability of each shall be joint and
several. LESSEE hereby authorizes LESSOR to insert equipment serial numbers
and other identification in the equipment description, when known.
21. SURVIVAL. LESSEE'S indemnities shall survive the expiration or other
termination of this LEASE.
22. CHOICE OF LAW, SERVICE OF PROCESS. This LEASE shall be binding and
effective on LESSOR only when signed by an officer of LESSOR at its home office
in Libertyville, Illinois, and except for local filing requirements, shall be
governed by Illinois law and shall be deemed to have been made in Libertyville,
Illinois. LESSEE does hereby submit to the jurisdiction of any courts
(federal, state or local) having situs within the State of Illinois with
respect to any dispute, claim or suit arising out of or relating to this LEASE
or LESSEE'S obligations hereunder.
23. QUIET ENJOYMENT. LESSOR represents and warrants to LESSEE that LESSOR has
good title to the EQUIPMENT with the full and unencumbered right to lease the
same to LESSEE. LESSOR covenants with LESSEE that so long as LESSEE is not in
default under this Lease, neither LESSOR nor any third party shall interfere
with LESSEE'S right to quiet possession and enjoyment of the EQUIPMENT. LESSOR
shall protect and defend LESSEE'S right to the quiet possession and enjoyment
of the EQUIPMENT against all claims and liens of LESSOR'S creditors. Upon
expiration of the term of this LEASE and exercise by LESSEE of its purchase
option, LESSOR shall transfer title to the EQUIPMENT to LESSEE pursuant to a
bill of sale providing for LESSOR'S warranty of good and marketable title to
the EQUIMENT but excluding any warranties relating to the physical condition of
the EQUIPMENT, including but not limited to the warranties of merchantability
or fitness for a particular purpose.
24. PURCHASE OPTION. LESSEE shall have the option, exercisable upon notice to
Lessor, to purchase all of the EQUIPMENT for one dollar ($1.00) effective upon
the expiration of the original term of this LEASE.
25. EFFECTIVE DATE OF LEASE. The effective date of this LEASE for purposes of
commencing LESSEE'S obligation to pay monthly rent shall occur upon LESSEE'S
acceptance of the EQUIPMENT.
26. EARLY TERMINATION OPTION. After acceptance of the EQUIPMENT in
accordance with this LEASE, LESSEE shall have the right to terminate its
obligations under this LEASE at any time upon 30 days prior notice to LESSOR
and payment of the balance as set forth on the amortization schedule attached
hereto as Exhibit A opposite the date two months after the pre-payment is
effective plus the Prepayment Penalty set forth on Exhibit A. The amortization
schedule shall be adjusted as necessary if the monthly rental is adjusted under
paragraph 27 hereof.
27. RENTAL ADJUSTMENT. When LESSEE accepts the EQUIPMENT, the monthly rental
amount of $2651.00 will be adjusted in proportion to any increase or decrease
in five year treasury rates from June 24, 1998 until the effective date. Said
monthly payment, adjusted as necessary, shall be payable in advance for 60
months commencing on the first day of the month immediately following the
effective date.
Whenever any monthly rental payment is not paid when due and continues
unpaid 15 days after notice of non-payment is received by LESSEE, LESSEE agrees
to pay LESSOR on demand (as a fee to offset LESSOR'S collection and
administrative expenses) the greater of twenty-five dollars ($25.00) or three
and one-half percent (3 1/2%) of the overdue amount to the extent permitted by
applicable law.
TERMS AND CONDITIONS OF LEASE #97-185 LESSEE'S INITIALS _____________
LEASE ORIGINAL - 1
<PAGE> 7
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SCHEDULE "A" TO LEASE #98-106
AND/OR SECURITY AGREEMENT-MORTGAGE ON GOODS & CHATTELS
AND UNIFORM COMMERCIAL CODE #1 & #3 FILING FORM
DATED _________________
LESSEE: Sigmatron International, Inc.
LESSOR: INTERNATIONAL FINANCIAL SERVICES CORPORATION
EQUIPMENT AS DESCRIBED BELOW:
New GR2286/Demonstration Test System with 240 Real/1920 Multiplexed Hybrid Pins
(15 Combo 1 Pin Boards);30 Pin Board Capacity;Clock;Synchronizer;Trigger
Pins;In-Circuit Analog Module (ICA);IEEE MUX;Relay Driver;IEEE Controller;Self
Test Fixture; Operator Keyboard;Emergency Power Off;Vacuum Pum Hookup
Kit;Compressed Air Hookup Kit;System Installation;Two Accuracy Verification
Procedures (AVP);Two Year Hardware Warranty; Parts and Labor;One 1 Week Training
Credit;1 Packaging Option Ergonomic-Attached Power/Pin Bay;1 Analog Functional
Test Module (AFTM) - includes pin block;1 Deep Serial Memory Instrument (DSM)
includes;Pin Block;Hybrid Test Generator Single User License;On-Board
Programming Flash/ISP Single User License;1 High Voltage Source Includes-High
Voltage Daughterboard;-+-120 Vdc DC/DC Converter Module;1 GR228X System Software
with GR228X Test/Debug System Software License Including:Single User Microsoft
Windows NT License (Version 4.0) PC Anywhere;TCP/IP;Program Xplorer Graphical
Real Time Debug Station GR Hardware Fault Insertion;GR228X Runtime
Software;Panel Test Runtime Software;-Memor Bank Test Software;GR228X Diagnostic
Software Softprobe;Guided Probe;Busbust;GR228X Real Time Data Collection;
Distribution kit for all software (CD Rom);Electronic Book CD of On-Line
Programming and System Operation;Dyna Text Browser License One Year Support;1
Junction Xpress Single User License;1 Operts Xpress Single User License;1
BasicSCAN Single User License for Microsoft Windows NT;1 Panel Test Program Prep
Single User Software License;1 Alliance Power SUpply Rack; 2 Alliance ii 0-20V @
6A; 1 Alliance III 0-60V @2.5A; 1 Fixed Power Supplies; 1 Operator Footswitch; 1
DEC Pentium PC; 1 Selko 40 Column Strip Painter; 1 Selko Strip Printer Paper; 1
GR226X System Software
Including all accessories and attachments thereto and all proceeds thereof.
INTERNATIONAL FINANCIAL
SERVICES CORPORATION SIGMATRON INTERNATIONAL,
INC.
By: By:
--------------------------- -------------------------------
Title: Title: President and Chief Executive Officer
---------------------------
SCHEDULE - 2
<PAGE> 8
PRIOR TO DELIVERY, ACCEPTANCE AT 3RD PARTY LOCATION,
RELEASE
AND
PROGRESS PAYMENT NOTE
Lease # 98-106
$309,472.00
WHEREAS, LESSEE has entered into a lease with INTERNATIONAL FINANCIAL SERVICES
CORPORATION for equipment being purchased from GENRAD, INC. WHEREAS, LESSEE
requests that INTERNATIONAL FINANCIAL SERVICES CORPORATION forward to GENRAD,
INC. and any other vendors or substitute vendors as directed by the Lessee
Progress Payments of THREE HUNDRED NINE THOUSAND FOUR HUNDRED SEVENTY-TWO
DOLLARS AND NO/100-------------------------------($309,472.00). And further,
that INTERNATIONAL FINANCIAL SERVICES CORPORATION is agreeable to forwarding
these progress payments under the following terms and conditions:
LESSEE hereby accepts the equipment, as is, where is, and agrees to pay
INTERNATIONAL FINANCIAL SERVICES CORPORATION carrying charges of 1.75% over
prime rate commencing on the day funds are released from INTERNATIONAL FINANCIAL
SERVICES CORPORATION and continuing until INTERNATIONAL FINANCIAL SERVICES
CORPORATION funds 50% or greater of equipment cost, at which time lease payments
shall begin. If, for any reason whatsoever the remainder of the equipment is
not delivered and final disbursement does not take place within 90 days (three
months) of the initial disbursement by INTERNATIONAL FINANCIAL SERVICES
CORPORATION, LESSEE, shall repay upon demand INTERNATIONAL FINANCIAL SERVICES
CORPORATION all amounts forwarded on behalf of LESSEE on and under this progress
payment note.
LESSEE, shall provide insurance including and not limited to Inland Marine
Insurance, effective immediately on all amounts advanced by INTERNATIONAL
FINANCIAL SERVICES CORPORATION, naming INTERNATIONAL FINANCIAL SERVICES
CORPORATION as Additional Loss Payee.
All other terms and conditions of the lease are in full force and effect upon
signing of this document.
LESSEE:
SIGMATRON INTERNATIONAL, INC.
- ------------------------
Signature/Title
- ------------------------
Date
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF 7/31/98 AND THE CONSOLIDATED EARNINGS FOR THE
QUARTER ENDED 7/31/98 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-START> MAY-01-1998
<PERIOD-END> JUL-31-1998
<CASH> 31844
<SECURITIES> 0
<RECEIVABLES> 10686755
<ALLOWANCES> 0
<INVENTORY> 19376486
<CURRENT-ASSETS> 30929436
<PP&E> 15649950
<DEPRECIATION> 4777402
<TOTAL-ASSETS> 48189481
<CURRENT-LIABILITIES> 11812115
<BONDS> 0
0
0
<COMMON> 28812
<OTHER-SE> 17597206
<TOTAL-LIABILITY-AND-EQUITY> 48189481
<SALES> 18527432
<TOTAL-REVENUES> 18527432
<CGS> 16868870
<TOTAL-COSTS> 18123224
<OTHER-EXPENSES> 30989
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 335566
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