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Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, 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 our operating results; the results of long-lived assets and goodwill impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance, including conflict minerals; the continued availability and sufficiency of our credit arrangements; 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 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. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, 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 our operating results; the results of long-lived assets and goodwill impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance, including conflict minerals; the continued availability and sufficiency of our credit arrangements; 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 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. |
SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead Gary R. Fairhead, President and Chief Executive Officer, Principal Executive Officer and Director Dated: July 24, 2014 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Frauendorfer, and each of them, each of their true and lawful attorneys-in fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Signature Title Date /s/ Gary R. Fairhead Chairman of the Board of Directors, July 24, 2014 Gary R. Fairhead President and Chief Executive Officer, (Principal Executive Officer) and Director /s/ Linda K. Frauendorfer Chief Financial Officer, Secretary and Treasurer July 24 2014 Linda K. Frauendorfer (Principal Financial Officer and Principal Accounting Officer) and Director /s/ Thomas W. Rieck Director July 24, 2014 Thomas W. Rieck /s/ Dilip S. Vyas Director July 24, 2014 Dilip S. Vyas /s/ Paul J. Plante Director July 24, 2014 Paul J. Plante /s/ Barry R. Horek Director July 24, 2014 Barry R. Horek /s/ Bruce J. Mantia Director July 24, 2014 Bruce J. Mantia Page SigmaTron International, Inc. and Subsidiaries REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS CONSOLIDATED STATEMENTS OF INCOME CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY CONSOLIDATED STATEMENTS OF CASH FLOWS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Financial statement schedules are omitted because they are not applicable or required. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, 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 our 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 our operating results; the results of long-lived assets and goodwill impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance, including conflict minerals; the continued availability and sufficiency of our credit arrangements; 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 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, including its integration of the Spitfire operation acquired in May 2012. |
Acquisitions involve significant risks, which could have a material adverse effect on the Company including: Financial risks, include (1) the payment of a purchase price that exceeds the future value that we may realize from the acquired operations and businesses; (2) an increase in the Company’s expenses and working capital requirements, which could reduce our return on invested capital; (3) potential known and unknown liabilities of the acquired businesses; (4) costs associated with integrating acquired operations and business; (5) the incurrence of additional debt; (6) the financial impact of incorrectly valuing goodwill and other intangible assets involved in any acquisitions, potential future impairment write-downs of goodwill and other intangible assets and the amortization of other intangible assets; (7) possible adverse tax and accounting effects; and (8) the risk that the Company will spend substantial amounts purchasing these manufacturing facilities and assume significant contractual and other obligations with no guaranteed levels of revenue or that the Company may have to close or sell acquired facilities at its costs, which may include substantial employee severance costs and asset write-offs, which may result, in our incurring significant losses. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, 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 our 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 our operating results; the results of long-lived assets and goodwill impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance, including conflict minerals; the continued availability and sufficiency of our credit arrangements; 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 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, including its integration of the Spitfire operation acquired in May 2012. |
SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead Gary R. Fairhead, President and Chief Executive Officer, Principal Executive Officer and Director Dated: July 26, 2013 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Frauendorfer, and each of them, each of their true and lawful attorneys-in fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
NOTE J - ACCRUED EXPENSES AND WAGES Accrued expenses and wages consist of the following at April 30: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2013 and 2012 NOTE K - INCOME TAX U.S. and foreign income (loss) before income tax expense for the years ended April 30 are as follows: Provision for Income Taxes The income tax provision for the years ended April 30 consists of the following: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2013 and 2012 NOTE K - INCOME TAX - Continued Provision for Income Taxes - Continued The difference between the income tax provision and the amounts computed by applying the statutory Federal income tax rates to income before tax expense for the years ended April 30 are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2013 and 2012 NOTE K - INCOME TAX - Continued Deferred Tax Assets and Liabilities Significant temporary differences that result in deferred tax assets and liabilities at April 30, are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2013 and 2012 NOTE K - INCOME TAX - Continued Deferred Tax Assets and Liabilities - Continued The above amounts are classified in the Consolidated Balance Sheets at April 30, are as follows: The Company has not recorded U.S. income taxes for a significant portion of undistributed earnings of the Company’s foreign subsidiaries, since these earnings have been and under current plans will continue to be, permanently reinvested in these foreign subsidiaries. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, 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 our 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 our operating results; the results of long-lived assets impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance; the continued availability and sufficiency of our credit arrangements; 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 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, including its integration of the Spitfire Controls operation acquired in May 2012; including integration of Spitfire’s financial statements with the Company’s statements. |
Acquisitions involve significant risks, which could have a material adverse effect on the Company including: • Financial risks, such as (1) the payment of a purchase price that exceeds the future value that we may realize from the acquired operations and businesses; (2) an increase in the Company’s expenses and working capital requirements, which could reduce our return on invested capital; (3) potential known and unknown liabilities of the acquired businesses; (4) costs associated with integrating acquired operations and business; (5) the incurrence of additional debt; (6) the financial impact of incorrectly valuing goodwill and other intangible assets involved in any acquisitions, potential future impairment write-downs of goodwill and indefinite life intangibles and the amortization of other intangible assets; (7) possible adverse tax and accounting effects; and (8) the risk that the Company will spend substantial amounts purchasing these manufacturing facilities and assume significant contractual and other obligations with no guaranteed levels of revenue or that the Company may have to close or sell acquired facilities at its costs, which may include substantial employee severance costs and asset write-offs, which may result, in our incurring significant losses. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, 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 our 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 our operating results; the results of long-lived assets impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance; the continued availability and sufficiency of our credit arrangements; 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 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, including its integration of the Spitfire Controls operation acquired in May 2012; including integration of Spitfire’s financial statements with the Company’s statements. |
SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead Gary R. Fairhead, President and Chief Executive Officer, Principal Executive Officer and Director Dated: August 14, 2012 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Frauendorfer, and each of them, each of their true and lawful attorneys-in fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
NOTE G-ACCRUED EXPENSES AND PAYROLL Accrued expenses and payroll consist of the following at April 30: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2012 and 2011 NOTE H-INCOME TAXES U.S. and foreign income before income tax expense for the years ended April 30 are as follows: Provision for Income Taxes The income tax provision for the years ended April 30 consists of the following: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2012 and 2011 NOTE H-INCOME TAXES-Continued Provision for Income Taxes-Continued The difference between the income tax provision and the amounts computed by applying the statutory Federal income tax rates to income before tax expense for the years ended April 30 are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2012 and 2011 NOTE H-INCOME TAXES-Continued Deferred Tax Assets and Liabilities Significant temporary differences that result in deferred tax assets and liabilities at April 30, are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2012 and 2011 NOTE H-INCOME TAXES-Continued Deferred Tax Assets and Liabilities-Continued The above amounts are classified in the Consolidated Balance Sheets at April 30, are as follows: The Company has not provided U.S. deferred taxes for a significant portion of undistributed earnings of the Company’s foreign subsidiaries. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, 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 our customers, suppliers and the market; the activities of competitors, some of which have greater financial or other resources than the Company; the variability of our operating results; the results of long-lived assets impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese or Taiwanese regulations affecting the Company’s business; the turmoil in the global economy and financial markets; the stability of the U.S., Mexican, Chinese and Taiwanese economic, labor and political systems and conditions; currency exchange fluctuations; the expenses and savings from the relocation of our Hayward, California facility to Union City, California; and the ability of the Company to manage its growth. |
SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead Gary R. Fairhead, President and Chief Executive Officer, Principal Executive Officer and Director Dated: July 19, 2011 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Frauendorfer, and each of them, each of their true and lawful attorneys-in fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
NOTE G - ACCRUED EXPENSES AND PAYROLL Accrued expenses and payroll consist of the following at April 30: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2011 and 2010 NOTE H - INCOME TAXES The income tax provision for the years ended April 30 consists of the following: The differences between the income tax provision and the amounts computed by applying the statutory Federal income tax rates to income before income tax expense for the years ended April 30 are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2011 and 2010 NOTE H - INCOME TAXES - Continued U.S. and foreign income before income tax expense for the years ended April 30 are as follows: Significant temporary differences that result in deferred tax assets and liabilities at April 30, are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2011 and 2010 NOTE H - INCOME TAXES - Continued We have not provided U.S. deferred taxes for a significant portion of undistributed earnings of the Company’s subsidiaries, since these earnings have been, and under current plans will continue to be, permanently reinvested in these subsidiaries. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including 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 our 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 our operating results; the results of long-lived assets impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese or Taiwanese regulations affecting the Company’s business; the current turmoil in the global economy and financial markets; the stability of the U.S., Mexican, Chinese and Taiwanese economic systems, labor and political conditions; currency exchange fluctuations; and the ability of the Company to manage its growth. |
SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead Gary R. Fairhead, President and Chief Executive Officer, Principal Executive Officer and Director Dated: July 16, 2010 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Frauendorfer, and each of them, each of their true and lawful attorneys-in fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2010 and 2009 NOTE F - LONG TERM DEBT - Continued Other Debt - Continued The aggregate amount of debt maturing (excluding capital lease obligations) in each of the next five fiscal years is as follows: NOTE G - ACCRUED EXPENSES AND WAGES Accrued expenses and wages consist of the following at April 30: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2010 and 2009 NOTE H - INCOME TAXES The income tax provision (benefit) for the years ended April 30 consists of the following: The differences between the income tax provision and the amounts computed by applying the statutory Federal income tax rates to income before income tax expense for the years ended April 30 are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2010 and 2009 NOTE H - INCOME TAX - Continued U.S. and foreign income before income tax expense for the years ended April 30 are as follows: Significant temporary differences that result in deferred tax assets and (liabilities) at April 30, are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2010 and 2009 NOTE H - INCOME TAX - Continued The Company’s wholly-owned foreign enterprise, SigmaTron China, is subject to a reduction in income taxes within China due to its foreign investment. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including 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 our 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 our operating results; the results of long-lived assets impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese or Taiwanese regulations affecting the Company’s business; the current turmoil in the global economy and financial markets; the stability of the U.S., Mexican, Chinese and Taiwanese economic systems, labor and political conditions; currency exchange fluctuations; and the ability of the Company to manage its growth. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including 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 our 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 our operating results; the results of long-lived assets impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese or Taiwanese regulations affecting the Company’s business; the current turmoil in the global economy and financial markets; the stability of the U.S., Mexican, Chinese and Taiwanese economic systems, labor and political conditions; currency exchange fluctuations; and the ability of the Company to manage its growth. |
SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead Gary R. Fairhead, President and Chief Executive Officer, Principal Executive Officer and Director Dated: July 17, 2009 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Frauendorfer, and each of them, each of their true and lawful attorneys-in fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
The aggregate amount of debt maturing (excluding capital lease obligations) in each of the next four fiscal years is as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2009 and 2008 NOTE G - ACCRUED EXPENSES AND WAGES Accrued expenses and wages consist of the following at April 30: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2009 and 2008 NOTE H - INCOME TAXES The income tax provision (benefit) for the years ended April 30 consists of the following: The differences between the income tax provision and the amounts computed by applying the statutory Federal income tax rates to income (loss) before income tax expense for the years ended April 30 are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2009 and 2008 NOTE H - INCOME TAX - Continued U.S. and foreign income (loss) before income tax expense for the years ended April 30 are as follows: Significant temporary differences that result in deferred tax assets and (liabilities) at April 30, are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2009 and 2008 NOTE H - INCOME TAX - Continued The Company’s wholly-owned foreign enterprise, SigmaTron China, is subject to a reduction in income taxes within China due to its foreign investment. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including 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 our 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 variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese or Taiwanese regulations affecting the Company’s business; the continued stability of the U.S., Mexican, Chinese and Taiwanese economic systems, labor and political conditions; and the ability of the Company to manage its growth. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including 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 our 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 our operating results; the results of goodwill impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese or Taiwanese regulations affecting the Company’s business; the continued stability of the U.S., Mexican, Chinese and Taiwanese economic systems, labor and political conditions; and the ability of the Company to manage its growth. |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Blake, and each of them, each of their true and lawful attorneys-in fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2008, 2007 and 2006 NOTE C - DISCONTINUED OPERATIONS - Continued The following amounts related to the discontinued operation and have been segregated from continuing operations and reflected as a discontinued operation for fiscal 2006 consolidated statement of income (in thousands): NOTE D - ALLOWANCE FOR DOUBTFUL ACCOUNTS Changes in the Company’s allowance for doubtful accounts are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2008, 2007 and 2006 NOTE E - INVENTORIES Inventories consist of the following at April 30: Changes in the Company’s inventory obsolescence reserve are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2008, 2007 and 2006 NOTE F - PROPERTY, MACHINERY AND EQUIPMENT, NET Property, machinery and equipment consist of the following at April 30: Depreciation and amortization expense was $4,004,108, $4,033,619 and $3,635,643 for the years ended April 30, 2008, 2007, and 2006, respectively. |
SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2008, 2007 and 2006 NOTE I - STRATEGIC TRANSACTIONS - Continued The purchase price was allocated to the fair value of the assets and liabilities acquired as follows (000s omitted): NOTE J - INCOME TAXES The income tax provision (benefit) for the income (loss) from continuing operations for the years ended April 30 consists of the following: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2008, 2007 and 2006 NOTE J - INCOME TAXES - Continued The reason for the differences between the income tax provision for the income (loss) from continuing operations and the amounts computed by applying the statutory Federal income tax rates to income (loss) before income tax expense for the years ended April 30 are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2008, 2007 and 2006 NOTE J - INCOME TAX - Continued Significant temporary differences that result in deferred tax assets and (liabilities) at April 30, 2008, and 2007, are as follows: The Company’s wholly-owned foreign enterprise, SigmaTron China, is subject to a reduction in income taxes within China due to its foreign investment. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company's business including our continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; pricing pressures from our 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 our operating results; the variability of our customers' requirements; the availability and cost of necessary components and materials; the Company's ability to continue to produce products that are in compliance with the European Standard of "Restriction of Use of Hazardous Substance ("RoHS"); the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese or Taiwanese regulations affecting the Company's business; the continued stability of the U.S., Mexican, Chinese and Taiwanese economic systems, labor and political conditions; and the ability of the Company to manage its growth, including its expansion into China and its integration of the operation of Able Electronics Corp. ("Able") acquired in July 2005. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company's business including our continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; pricing pressures from our 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 our operating results; the variability of our customers' requirements; the availability and cost of necessary components and materials; the Company's ability to continue to produce products that are in compliance with RoHS; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese or Taiwanese regulations affecting the Company's business; the continued stability of the U.S., Mexican, Chinese and Taiwanese economic systems, labor and political conditions; and the ability of the Company to manage its growth, including its expansion into China and its integration of the Able operation acquired in July 2005. |
SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead ------------------------------------ Gary R. Fairhead, President and Chief Executive Officer, Principal Executive Officer and Director Dated: July 24, 2007 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Blake, and each of them, each of their true and lawful attorneys-in fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2007, 2006 AND 2005 NOTE C - DISCONTINUED OPERATIONS - CONTINUED The following amounts related to the discontinued operation and have been segregated from continuing operations and reflected as discontinued operations in each periods' consolidated statement of income (in thousands): NOTE D - ALLOWANCE FOR DOUBTFUL ACCOUNTS Changes in the Company's allowance for doubtful accounts are as follows: SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2007, 2006 AND 2005 NOTE E - INVENTORIES Inventories consist of the following at April 30: Changes in the Company's inventory obsolescence reserve are as follows: SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2007, 2006 AND 2005 NOTE F - PROPERTY, MACHINERY AND EQUIPMENT, NET Property, machinery and equipment consist of the following at April 30: SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2007, 2006 AND 2005 NOTE G - NOTES PAYABLE On July 31, 2006, the Company amended the credit facility to increase the revolving credit facility from $22,000,000 to $27,000,000. |
The purchase price was allocated to the fair value of the assets and liabilities acquired as follows (000s omitted): SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2007, 2006 AND 2005 NOTE L - INCOME TAXES The income tax provision (benefit) for the income from continuing operations for the years ended April 30 consists of the following: The reason for the differences between the income tax provision for the income from continuing operations and the amounts computed by applying the statutory Federal income tax rates to income before income tax expense for the years ended April 30 are as follows: SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2007, 2006 AND 2005 NOTE L - INCOME TAX - CONTINUED Significant temporary differences that result in deferred tax assets and (liabilities) at April 30, 2007, and 2006, are as follows: The Company's wholly owned foreign enterprise, SigmaTron China, is subject to a reduction in income taxes within China due to its foreign investment. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company's business, including our continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; pricing pressures from our 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 our operating results; the variability of our customers' requirements; the availability and cost of necessary components and materials; the Company's ability to continue to produce products that are in compliance with the European Standard of "Restriction of Use of Hazardous Substance ("RoHS") by mid-2006; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese or Taiwanese regulations affecting the Company's business; the continue stability of the U.S., Mexican, Chinese and Taiwanese economic systems, labor and political conditions; and the ability of the Company to manage its growth, including its expansion into China and its integration of the Able Electronics Corporation ("Able") operation acquired in July 2005. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company's business, including our continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; pricing pressures from our 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 our operating results; the variability of our customers' requirements; the availability and cost of necessary components and materials; the Company's ability to continue to produce products that are in compliance with the European Standard of "Restriction of Use of Hazardous Substance ("RoHS") by mid-2006; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese or Taiwanese regulations affecting the Company's business; the continue stability of the U.S., Mexican, Chinese and Taiwanese economic systems, labor and political conditions; and the ability of the Company to manage its growth, including its expansion into China and its integration of the Able Electronic Corporation ("Able") operation acquired in July 2005. |
SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead ------------------------------------ Gary R. Fairhead, President and Chief Executive Officer Dated: July 27, 2006 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Blake, and each of them, each of their true and lawful attorneys-in fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
The following amounts related to the discontinued operation and have been segregated from continuing operations and reflected as discontinued operations in each periods' consolidated statement of income (in thousands): SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2006, 2005 AND 2004 NOTE D - ALLOWANCE FOR DOUBTFUL ACCOUNTS Changes in the Company's allowance for doubtful accounts are as follows: NOTE E - INVENTORIES Inventories consist of the following at April 30: SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2006, 2005 AND 2004 NOTE E - INVENTORIES - CONTINUED Changes in the Company's inventory obsolescence reserve are as follows: NOTE F - MACHINERY AND EQUIPMENT, NET Machinery and equipment consist of the following at April 30: SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2006, 2005 AND 2004 NOTE G - NOTES PAYABLE The Company entered into an Amended Loan and Security Agreement in July 2005, which provided for a revolving credit facility. |
These statements should be evaluated in the context of the risks and uncertainties inherent in the Company's business, including the Company's continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; 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 availability and cost of necessary components; the Company's ability to manufacture lead-free assemblies by mid-2006; regulatory compliance; the continued availability and sufficiency of the Company's credit arrangements; changes in U.S., Mexican, Chinese or Taiwanese regulations affecting the Company's business; the continued stability of the U.S., Mexican, Chinese and Taiwanese economic, labor and political conditions; currency fluctuations; and the ability of the Company to manage its growth; including its expansion into China and its integration of the Able Electronics operations acquired in July 2005. |
SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead ---------------------------------- Gary R. Fairhead, President and Chief Executive Officer Dated: July 27, 2005 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Blake, and each of them, each of their true and lawful attorneys-in fact and agents; with full power of substitution and resubstitution, for him and in his name, place and stead, in all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead ------------------------------ Gary R. Fairhead, President and Chief Executive Officer Dated: July 20, 2004 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Blake, and each of them, each of their true and lawful attorneys-in fact and agents; with full power of substitution and resubstitution, for him and in his name, place and stead, in all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead ------------------------ Gary R. Fairhead, President and Chief Executive Officer Dated: July 21, 2003 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Blake, and each of them, each of their true and lawful attorneys-in fact and agents; with full power of substitution and resubstitution, for him and in his name, place and stead, in all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
- -------------------------------------------------------------------------------- NOTE C - ALLOWANCE FOR DOUBTFUL ACCOUNTS Changes in the Company's allowance for doubtful accounts are as follows: SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2003, 2002 AND 2001 - -------------------------------------------------------------------------------- NOTE D - INVENTORIES Inventories consist of the following at April 30: - -------------------------------------------------------------------------------- NOTE E - MACHINERY AND EQUIPMENT Machinery and equipment consist of the following at April 30: SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2003, 2002 AND 2001 - -------------------------------------------------------------------------------- NOTE F - INVESTMENT AND ADVANCES WITH SMTU The Company has a 42.5% ownership interest in SMTU, which was formed on September 15, 1994, as a joint venture to provide surface mount technology assembly services primarily to electronic original equipment manufacturers. |
SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2003, 2002 AND 2001 - -------------------------------------------------------------------------------- NOTE J - INCOME TAXES The income tax provision (benefit) for the years ended April 30 consists of the following: The reasons for the differences between the income tax provision (benefit) and the amounts computed by applying the statutory Federal income tax rates to income (loss) before income tax expense for the years ended April 30 are as follows: Significant temporary differences that result in deferred tax assets and (liabilities) at April 30, 2003 and 2002, are as follows: SIGMATRON INTERNATIONAL, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2003, 2002 AND 2001 - -------------------------------------------------------------------------------- NOTE J - INCOME TAXES - CONTINUED - -------------------------------------------------------------------------------- NOTE K - 401(k) RETIREMENT SAVINGS PLAN The Company sponsors a 401(k) retirement savings plan, which is available to all non-union U.S. employees who complete 1,000 hours of service annually. |
SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead -------------------------------- Gary R. Fairhead, President and Chief Executive Officer Dated: July 25, 2002 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Blake, and each of them, each of their true and lawful attorneys-in fact and agents; with full power of substitution and resubstitution, for him and in his name, place and stead, in any of all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all interests and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
SIGMATRON INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2002, 2001 AND 2000 - -------------------------------------------------------------------------------- NOTE C - INVENTORIES Inventories consist of the following at April 30: 2002 2001 ----------- ----------- Finished products $ 2,055,222 $ 3,428,346 Work in process 1,519,873 2,152,894 Raw materials 8,737,295 12,508,993 ----------- ----------- 12,312,390 18,090,233 Less obsolescence reserve 260,000 381,500 ----------- ----------- $12,052,390 $17,708,733 =========== =========== - -------------------------------------------------------------------------------- NOTE D - MACHINERY AND EQUIPMENT Machinery and equipment consist of the following at April 30: 2002 2001 ----------- ----------- Machinery and equipment $14,064,345 $13,419,273 Office equipment 1,764,069 1,732,572 Tools and dies 268,630 268,630 Leasehold improvements 2,625,492 2,577,295 Equipment under capital leases 5,675,143 5,675,143 ----------- ----------- 24,397,679 23,672,913 Less accumulated depreciation and amortization, including amortization of assets under capital leases of $2,235,685 and $1,799,710 at April 30, 2002 and 2001, respectively 11,816,084 9,910,474 ----------- ----------- $12,581,595 $13,762,439 =========== =========== SIGMATRON INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2002, 2001 AND 2000 - -------------------------------------------------------------------------------- NOTE E - INVESTMENT AND ADVANCES WITH SMTU The Company has a 42.5% ownership interest in SMTU, which was formed on September 15, 1994, as a joint venture to provide surface mount technology assembly services primarily to electronic original equipment manufacturers. |
SIGMATRON INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2002, 2001 AND 2000 - -------------------------------------------------------------------------------- NOTE E - INVESTMENT AND ADVANCES WITH SMTU - CONTINUED Summarized financial information for SMTU is as follows: April 30, April 30, 2002 2001 ------------ ------------ Current assets $ 4,210,580 $ 10,390,626 Total assets 10,958,430 17,882,425 Current liabilities 4,873,558 13,908,648 Total liabilities 10,677,686 18,014,553 Partners' equity (deficit) 280,744 (132,128) 2002 2001 2000 ------------ ------------ ------------ Net sales $ 17,521,667 $ 39,907,208 $ 25,318,719 Cost of sales 16,100,921 35,363,250 21,018,770 Gross profit 1,420,746 4,543,958 4,299,949 Net income 412,872 674,042 967,216 - -------------------------------------------------------------------------------- NOTE F - NOTES PAYABLE The Company has a loan and security agreement that provides for a revolving line-of-credit facility, an $800,000 equipment loan facility, and a $2,000,000 letter-of-credit facility. |
- -------------------------------------------------------------------------------- NOTE I - INCOME TAXES The following is a summary of income (loss) before income taxes: 2002 2001 2000 ----------- ----------- ----------- Domestic operations $ 1,853,591 $(2,471,611) $ 542,830 Foreign operations 632,068 615,981 671,606 ----------- ----------- ----------- $ 2,485,659 $(1,855,630) $ 1,214,436 =========== =========== =========== SIGMATRON INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2002, 2001 AND 2000 - -------------------------------------------------------------------------------- NOTE I - INCOME TAXES - CONTINUED The income tax provision (benefit) for the years ended April 30, 2002, 2001 and 2000, consists of the following: 2002 2001 2000 --------- --------- --------- Current Federal $ 417,415 $(703,734) $ 277,367 State 134,207 (127,672) 40,235 Foreign 277,277 250,252 235,062 Deferred Federal 99,998 (103,493) (91,430) State 14,706 (15,219) (13,445) --------- --------- --------- $ 943,603 $(699,866) $ 447,789 ========= ========= ========= The reasons for the differences between the income tax provision (benefit) and the amounts computed by applying the statutory Federal income tax rates to income (loss) before income tax expense for the years ended April 30, 2002, 2001 and 2000 are as follows: 2002 2001 2000 --------- --------- --------- Income tax at statutory Federal rate $ 845,124 $(630,914) $ 412,938 Effect of State income taxes, net of Federal tax benefit 88,577 (84,624) 26,556 Other, net 9,902 15,672 8,295 --------- --------- --------- $ 943,603 $(699,866) $ 447,789 ========= ========= ========= Significant temporary differences that result in deferred tax assets and (liabilities) at April 30, 2002 and 2001, are as follows: 2002 2001 --------- --------- Net operating loss carryforward $ - $ 169,330 Allowance for doubtful accounts 75,966 48,665 Inventory obsolescence reserve 176,614 148,785 Accruals not currently deductible 129,327 139,986 Prepaid insurance (94,918) - Inventory 36,951 54,362 --------- --------- Net deferred tax asset $ 323,940 $ 561,128 ========= ========= SIGMATRON INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2002, 2001 AND 2000 - -------------------------------------------------------------------------------- NOTE I - INCOME TAXES - CONTINUED 2002 2001 ----------- ----------- Gain on involuntary conversion $ (224,281) $ (252,319) Machinery and equipment (981,575) (1,072,391) Partnership in SMTU (19,223) (22,853) ----------- ----------- Deferred tax liability $(1,225,079) $(1,347,563) =========== =========== - -------------------------------------------------------------------------------- NOTE J - 401(k) RETIREMENT SAVINGS PLAN The Company sponsors a 401(k) retirement savings plan, which is available to all U.S. employees who complete 1,000 hours of service annually. |
SIGMATRON INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2002, 2001 AND 2000 - -------------------------------------------------------------------------------- NOTE M - STOCK OPTIONS - CONTINUED The table below summarizes option activity through April 30, 2002: Number of Weighted- options average exercisable Number of exercise at end options price of year --------- --------- ----------- Outstanding at April 30, 1999 648,500 $ 10.20 207,100 Options granted during 2000 348,500 6.22 Options forfeited during 2000 (336,300) 12.23 --------- Outstanding at April 30, 2000 660,700 7.08 378,403 Options granted during 2001 91,000 3.54 Options forfeited during 2001 (10,602) 7.31 --------- Outstanding at April 30, 2001 741,098 6.63 561,205 Options granted during 2002 394,000 2.47 Options forfeited during 2002 (4,605) 6.76 --------- Outstanding at April 30, 2002 1,130,493 5.16 748,497 ========= The weighted-average grant date fair value of the options granted during fiscal 2002, 2001 and 2000 was $2.31, $2.02 and $3.49, respectively. |
Information with respect to stock options outstanding and stock options exercisable at April 30, 2002, follows: Options outstanding -------------------------------------------------- Number Weighted-average Weighted- outstanding at remaining average Range of exercise prices April 30, 2002 contractual life exercise price - ------------------------ -------------- ---------------- -------------- $ 2.20 - 5.63 536,893 9.23 years $ 2.81 6.25 - 8.44 535,900 5.87 years 6.64 10.25 - 14.50 57,700 5.79 years 13.25 --------- 1,130,493 ========= SIGMATRON INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2002, 2001 AND 2000 - -------------------------------------------------------------------------------- NOTE M - STOCK OPTIONS - CONTINUED Options exercisable ------------------------------------ Number Weighted- exercisable at average Range of exercise prices April 30, 2002 exercise price - ------------------------ -------------- -------------- $ 2.20 - 5.63 281,782 $ 3.12 6.25 - 8.44 411,455 6.70 10.25 - 14.50 55,260 13.30 ------- 748,497 ======= - -------------------------------------------------------------------------------- NOTE N - EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings (loss) per share: SIGMATRON INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APRIL 30, 2002, 2001 AND 2000 - -------------------------------------------------------------------------------- NOTE N - EARNINGS PER SHARE - CONTINUED Options to purchase 1,130,493, 741,098 and 660,700 shares of common stock were outstanding at April 30, 2002, 2001 and 2000, respectively. |
The important factors we discuss below, as well as other factors discussed under the caption "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and identified in the filing and in our other filings with the SEC and those presented elsewhere by our management from time to time, could cause actual results to differ materially from those indicated by the forward-looking statements made in this document: · potential adverse impacts to the economic conditions in the Company’s local market areas, other markets where the Company has lending relationships, or other aspects of the Company’s business operations or financial markets, generally, resulting from the ongoing COVID-19 pandemic and any governmental or societal responses thereto; · expected cost savings, synergies and other benefits from our merger and acquisition activities, including our ongoing and recently completed acquisitions, might not be realized within the anticipated time frames, to the extent anticipated, or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; · the strength of the United States economy in general and the strength of the local economies in which we conduct operations; · fluctuations in interest rates and in real estate values; · monetary and fiscal policies of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) and the U.S. Government and other governmental initiatives affecting the financial services industry; · the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; · our ability to access cost-effective funding; · the timely development of and acceptance of our new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors’ products and services; · fluctuations in real estate values and both residential and commercial real estate markets, as well as agricultural business conditions; · demand for loans and deposits in our market area; · legislative or regulatory changes that adversely affect our business; · changes in accounting principles, policies, or guidelines; · results of examinations of us by our regulators, including the possibility that our regulators may, among other things, require us to increase our reserve for loan losses or to write-down assets; · the impact of technological changes; and · our success at managing the risks involved in the foregoing. |
By: /s/ Greg A. Steffens September 14, 2020 Greg A. Steffens President and Chief Executive Officer (Principal Executive Officer) By: /s/ L. Douglas Bagby September 14, 2020 L. Douglas Bagby Chairman and Director By: /s/ Ronnie D. Black September 14, 2020 Ronnie D. Black Secretary and Director By: /s/ Sammy A. Schalk September 14, 2020 Sammy A. Schalk Vice Chairman and Director By: /s/ Rebecca McLane Brooks September 14, 2020 Rebecca McLane Brooks Director By: /s/ Charles R. Love September 14, 2020 Charles R. Love Director By: /s/ Dennis C. Robison September 14, 2020 Dennis C. Robison Director By: /s/ David J. Tooley September 14, 2020 David J. Tooley Director By: /s/ Todd E. Hensley September 14, 2020 Todd E. Hensley Director By: /s/ Matthew T. Funke September 14, 2020 Matthew T. Funke Chief Financial Officer (Principal Financial and Accounting Officer) Index to Exhibits Regulation S-K Exhibit Number Document Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10.1 Named Executive Officer Salary and Bonus Agreement for fiscal 2020 10.2 Director Fee Arrangements Subsidiaries of the Registrant Consent of Auditors 31.1 Rule 13a-14(a)/15d-14(a) Certifications Rule 13a-14(a)/15d-14(a) Certifications 31.2 Rule 13a-14(a)/15d-14(a) Certifications Rule 13a-14(a)/15d-14(a) Certifications Section 1350 Certifications |
The important factors we discuss below, as well as other factors discussed in this report under the captions “Risk Factors” and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and identified in our other filings with the SEC and those presented elsewhere by our management from time to time, could cause actual results to differ materially from those indicated by the forward-looking statements made in this document: • expected cost savings, synergies and other benefits from our merger and acquisition activities might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; • the strength of the United States economy in general and the strength of the local economies in which we conduct operations; • fluctuations in interest rates and in real estate values; • monetary and fiscal policies of the FRB and the U.S. Government and other governmental initiatives affecting the financial services industry; • the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; • our ability to access cost-effective funding; • the timely development of and acceptance of our new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services; • fluctuations in real estate values and both residential and commercial real estate markets, as well as agricultural business conditions; • demand for loans and deposits; • legislative or regulatory changes that adversely affect our business; • changes in accounting principles, policies, or guidelines; • results of regulatory examinations, including the possibility that a regulator may, among other things, require an increase in our reserve for loan losses or write-down of assets; • the impact of technological changes; and • our success at managing the risks involved in the foregoing. |
As required by the Act, the federal banking agencies have promulgated new rules on regulatory capital for both depository institutions and their holding companies; • Public companies are required to provide their shareholders with a non-binding vote: (i) at least once every three years on the compensation paid to executive officers, and (ii) at least once every six years on whether shareholders should have a "say on pay" vote every one, two or three years; • A separate, non-binding shareholder vote is required regarding golden parachutes for named executive officers when a shareholder vote takes place on mergers, acquisitions, dispositions or other transactions that would trigger the parachute payments; • Securities exchanges are required to prohibit brokers from using their own discretion to vote shares not beneficially owned by them for certain "significant" matters, which include votes on the election of directors, executive compensation matters, and any other matter determined to be significant; • Stock exchanges are prohibited from listing the securities of any issuer that does not have a policy providing for (i) disclosure of its policy on incentive compensation payable on the basis of financial information reportable under the securities laws, and (ii) the recovery from current or former executive officers, following an accounting restatement triggered by material noncompliance with securities law reporting requirements, of any incentive compensation paid erroneously during the three-year period preceding the date on which the restatement was required that exceeds the amount that would have been paid on the basis of the restated financial information; • Smaller reporting companies are exempt from complying with the internal control auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. |
At June 30, 2019, these qualitative factors included: • Changes in lending policies • National, regional, and local economic conditions • Changes in mix and volume of portfolio • Experience, ability, and depth of lending management and staff • Entry to new markets • Levels and trends of delinquent, nonaccrual, special mention and classified loans • Concentrations of credit • Changes in collateral values • Agricultural economic conditions • Regulatory risk The qualitative factors are applied to the allowance for loan losses based upon the following percentages by loan type: Qualitative factor Qualitative factor applied at applied at Portfolio segment June 30, 2019 June 30, 2018 Real estate loans: Residential 0.66% 0.63% Construction 1.69 1.69 Commercial 1.14 1.27 Consumer loans 1.40 1.41 Commercial loans 1.28 1.32 At June 30, 2019, the amount of our allowance for loan losses attributable to these qualitative factors increased to approximately $17.1 million, as compared to $15.5 million at June 30, 2018, primarily due to the increase in loan balances. |
By: /s/ Greg A. Steffens Greg A. Steffens President and Chief Executive Officer (Principal Executive Officer) September 13, 2019 By: /s/ L. Douglas Bagby L. Douglas Bagby Vice Chairman and Director September 13, 2019 By: /s/ Ronnie D. Black Ronnie D. Black Secretary and Director September 13, 2019 By: /s/ Sammy A. Schalk Sammy A. Schalk Director September 13, 2019 By: /s/ Rebecca McLane Brooks Rebecca McLane Brooks Director September 13, 2019 By: /s/ Charles R. Love Charles R. Love Director September 13, 2019 By: /s/ John R. Abercrombie John R. Abercrombie Director September 13, 2019 By: /s/ Dennis C. Robison Dennis C. Robison Director September 13, 2019 By: /s/ David J. Tooley David J. Tooley Director September 13, 2019 By: /s/ Todd E. Hensley Todd E. Hensley Director September 13, 2019 By: /s/ Matthew T. Funke Matthew T. Funke Chief Financial Officer (Principal Financial and Accounting Officer) September 13, 2019 Index to Exhibits Regulation S-K Exhibit Number Document Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10.1 Named Executive Officer Salary and Bonus Agreement for fiscal 2019 10.2 Director Fee Arrangements Statement Regarding Computation of Per Share Earnings Subsidiaries of the Registrant Consent of Auditors 31.1 Rule 13a-14(a)/15d-14(a) Certifications 31.2 Rule 13a-14(a)(15d-14(a) Certifications Section 1350 Certifications |
The important factors we discuss below, as well as other factors discussed in this report under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and identified in our other filings with the SEC and those presented elsewhere by our management from time to time, could cause actual results to differ materially from those indicated by the forward-looking statements made in this document: · expected cost savings, synergies and other benefits from our merger and acquisition activities might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; · the strength of the United States economy in general and the strength of the local economies in which we conduct operations; · fluctuations in interest rates and in real estate values; · monetary and fiscal policies of the FRB and the U.S. Government and other governmental initiatives affecting the financial services industry; · the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; · our ability to access cost-effective funding; · the timely development of and acceptance of our new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services; · fluctuations in real estate values and both residential and commercial real estate markets, as well as agricultural business conditions; · demand for loans and deposits; · legislative or regulatory changes that adversely affect our business; · changes in accounting principles, policies, or guidelines; · results of regulatory examinations, including the possibility that a regulator may, among other things, require an increase in our reserve for loan losses or write-down of assets; · the impact of technological changes; and · our success at managing the risks involved in the foregoing. |
As required by the Act, the federal banking agencies have promulgated new rules on regulatory capital for both depository institutions and their holding companies; · Public companies are required to provide their shareholders with a non-binding vote: (i) at least once every three years on the compensation paid to executive officers, and (ii) at least once every six years on whether shareholders should have a "say on pay" vote every one, two or three years; · A separate, non-binding shareholder vote is required regarding golden parachutes for named executive officers when a shareholder vote takes place on mergers, acquisitions, dispositions or other transactions that would trigger the parachute payments; · Securities exchanges are required to prohibit brokers from using their own discretion to vote shares not beneficially owned by them for certain "significant" matters, which include votes on the election of directors, executive compensation matters, and any other matter determined to be significant; · Stock exchanges are prohibited from listing the securities of any issuer that does not have a policy providing for (i) disclosure of its policy on incentive compensation payable on the basis of financial information reportable under the securities laws, and (ii) the recovery from current or former executive officers, following an accounting restatement triggered by material noncompliance with securities law reporting requirements, of any incentive compensation paid erroneously during the three-year period preceding the date on which the restatement was required that exceeds the amount that would have been paid on the basis of the restated financial information; · Smaller reporting companies are exempt from complying with the internal control auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. |
An institution is deemed to be "adequately capitalized" if it has (i) a total risk-based capital ratio of 8.0% or more, (ii) a common equity Tier 1 risk-based capital ratio of 4.5% or more, (iii) a Tier 1 risk-based capital ratio of 6.0% or more, and (iv) a leverage ratio of 4.0% or more and does not meet the definition of "well capitalized;" "undercapitalized" if it has (i) a total risk-based capital ratio that is less than 8.0%, (ii) a common equity Tier 1 risk-based capital ratio that is less than 4.5%, (iii) a Tier 1 risk-based capital ratio that is less than 6.0%, or (iv) a leverage ratio that is less than 4.0%; "significantly undercapitalized" if it has (i) a total risk-based capital ratio that is less than 6.0%, (ii) a common equity Tier 1 risk-based capital ratio that is less than 3.0%, (iii) a Tier 1 risk-based capital ratio that is less than 4.0%, or (iv) a leverage ratio that is less than 3.0%; and "critically undercapitalized" if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. |
The FDIA provides that the appropriate federal regulatory agency must require an insured depository institution that is significantly undercapitalized or is undercapitalized and either fails to submit an acceptable capital restoration plan within the time period allowed or fails in any material respect to implement a capital restoration plan accepted by the appropriate federal banking agency, or the parent bank holding company of such an institution, to take one or more of the following actions: (i) sell enough voting shares, to become adequately capitalized; (ii) merge with (or be sold to) another institution (or holding company), but only if grounds exist for appointing a conservator or receiver; (iii) restrict certain transactions with banking affiliates as if the "sister bank" exemption of Section 23A of the Federal Reserve Act ("FRA") did not exist; (iv) otherwise restrict transactions with bank or non-bank affiliates; (v) restrict interest rates that the institution pays on deposits to "prevailing rates" in the institution's region; (vi) restrict asset growth or reduce total assets; (vii) alter, reduce or terminate activities; (viii) hold a new election of directors; (ix) require dismissal of any director or senior executive officer who held office for more than 180 days immediately before the institution became undercapitalized; (x) employ qualified senior executive officers; (xi) cease acceptance of deposits from correspondent depository institutions; (xii) divest the institution or certain non-depository holding company subsidiaries which pose a danger to the institution, or divest certain subsidiaries of the institution; (xiii) obtain prior FRB approval for payment of dividends by the parent bank holding company; and (xiv) any other action which the agency determines would better carry out the purposes of the prompt corrective action provision and request the institution to take. |
By: /s/ Greg A. Steffens Greg A. Steffens President and Chief Executive Officer (Principal Executive Officer) September 13, 2018 By: /s/ L. Douglas Bagby L. Douglas Bagby Vice Chairman and Director September 13, 2018 By: /s/ Ronnie D. Black Ronnie D. Black Secretary and Director September 13, 2018 By: /s/ Sammy A. Schalk Sammy A. Schalk Director September 13, 2018 By: /s/ Rebecca McLane Brooks Rebecca McLane Brooks Director September 13, 2018 By: /s/ Charles R. Love Charles R. Love Director September 13, 2018 By: /s/ John R. Abercrombie John R. Abercrombie Director September 13, 2018 By: /s/ Dennis C. Robison Dennis C. Robison Director September 13, 2018 By: /s/ David J. Tooley David J. Tooley Director September 13, 2018 By: /s/ Todd E. Hensley Todd E. Hensley Director September 13, 2018 By: /s/ Matthew T. Funke Matthew T. Funke Chief Financial Officer (Principal Financial and Accounting Officer) September 13, 2018 Index to Exhibits Regulation S-K Exhibit Number Document 10.1 Named Executive Officer Salary and Bonus Agreement for fiscal 2018 10.2 Director Fee Arrangements Statement Regarding Computation of Per Share Earnings 14.1 Amended Code of Conduct and Ethics Subsidiaries of the Registrant Consent of Auditors Rule 13a-14(a)/15d-14(a) Certifications Section 1350 Certifications |
The important factors we discuss below, as well as other factors discussed in this report under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and identified in our other filings with the SEC and those presented elsewhere by our management from time to time, could cause actual results to differ materially from those indicated by the forward-looking statements made in this document: · expected cost savings, synergies and other benefits from our merger and acquisition activities might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; · the strength of the United States economy in general and the strength of the local economies in which we conduct operations; · fluctuations in interest rates and in real estate values; · monetary and fiscal policies of the FRB and the U.S. Government and other governmental initiatives affecting the financial services industry; · the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; · our ability to access cost-effective funding; · the timely development of and acceptance of our new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services; · fluctuations in real estate values and both residential and commercial real estate markets, as well as agricultural business conditions; · demand for loans and deposits; · legislative or regulatory changes that adversely affect our business; · changes in accounting principles, policies, or guidelines; · results of regulatory examinations, including the possibility that a regulator may, among other things, require an increase in our reserve for loan losses or write-down of assets; · the impact of technological changes; and · our success at managing the risks involved in the foregoing. |
As required by the Act, the federal banking agencies have promulgated new rules on regulatory capital for both depository institutions and their holding companies; · Public companies are required to provide their shareholders with a non-binding vote: (i) at least once every three years on the compensation paid to executive officers, and (ii) at least once every six years on whether shareholders should have a "say on pay" vote every one, two or three years; · A separate, non-binding shareholder vote is required regarding golden parachutes for named executive officers when a shareholder vote takes place on mergers, acquisitions, dispositions or other transactions that would trigger the parachute payments; · Securities exchanges are required to prohibit brokers from using their own discretion to vote shares not beneficially owned by them for certain "significant" matters, which include votes on the election of directors, executive compensation matters, and any other matter determined to be significant; · Stock exchanges are prohibited from listing the securities of any issuer that does not have a policy providing for (i) disclosure of its policy on incentive compensation payable on the basis of financial information reportable under the securities laws, and (ii) the recovery from current or former executive officers, following an accounting restatement triggered by material noncompliance with securities law reporting requirements, of any incentive compensation paid erroneously during the three-year period preceding the date on which the restatement was required that exceeds the amount that would have been paid on the basis of the restated financial information; · Smaller reporting companies are exempt from complying with the internal control auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. |
An institution is deemed to be "adequately capitalized" if it has (i) a total risk-based capital ratio of 8.0% or more, (ii) a common equity Tier 1 risk-based capital ratio of 4.5% or more, (iii) a Tier 1 risk-based capital ratio of 6.0% or more, and (iv) a leverage ratio of 4.0% or more and does not meet the definition of "well capitalized;" "undercapitalized" if it has (i) a total risk-based capital ratio that is less than 8.0%, (ii) a common equity Tier 1 risk-based capital ratio that is less than 4.5%, (iii) a Tier 1 risk-based capital ratio that is less than 6.0%, or (iv) a leverage ratio that is less than 4.0%; "significantly undercapitalized" if it has (i) a total risk-based capital ratio that is less than 6.0%, (ii) a common equity Tier 1 risk-based capital ratio that is less than 3.0%, (iii) a Tier 1 risk-based capital ratio that is less than 4.0%, or (iv) a leverage ratio that is less than 3.0%; and "critically undercapitalized" if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. |
The FDIA provides that the appropriate federal regulatory agency must require an insured depository institution that is significantly undercapitalized or is undercapitalized and either fails to submit an acceptable capital restoration plan within the time period allowed or fails in any material respect to implement a capital restoration plan accepted by the appropriate federal banking agency, or the parent bank holding company of such an institution, to take one or more of the following actions: (i) sell enough voting shares, to become adequately capitalized; (ii) merge with (or be sold to) another institution (or holding company), but only if grounds exist for appointing a conservator or receiver; (iii) restrict certain transactions with banking affiliates as if the "sister bank" exemption of Section 23A of the Federal Reserve Act ("FRA") did not exist; (iv) otherwise restrict transactions with bank or non-bank affiliates; (v) restrict interest rates that the institution pays on deposits to "prevailing rates" in the institution's region; (vi) restrict asset growth or reduce total assets; (vii) alter, reduce or terminate activities; (viii) hold a new election of directors; (ix) require dismissal of any director or senior executive officer who held office for more than 180 days immediately before the institution became undercapitalized; (x) employ qualified senior executive officers; (xi) cease acceptance of deposits from correspondent depository institutions; (xii) divest the institution or certain non-depository holding company subsidiaries which pose a danger to the institution, or divest certain subsidiaries of the institution; (xiii) obtain prior FRB approval for payment of dividends by the parent bank holding company; and (xiv) any other action which the agency determines would better carry out the purposes of the prompt corrective action provision and request the institution to take. |
By: /s/ Greg A. Steffens Greg A. Steffens President and Chief Executive Officer (Principal Executive Officer) September 13, 2017 By: /s/ L. Douglas Bagby L. Douglas Bagby Vice Chairman and Director September 13, 2017 By: /s/ Ronnie D. Black Ronnie D. Black Secretary and Director September 13, 2017 By: /s/ Sammy A. Schalk Sammy A. Schalk Director September 13, 2017 By: /s/ Rebecca McLane Brooks Rebecca McLane Brooks Director September 13, 2017 By: /s/ Charles R. Love Charles R. Love Director September 13, 2017 By: /s/ John R. Abercrombie John R. Abercrombie Director September 13, 2017 By: /s/ Dennis C. Robison Dennis C. Robison Director September 13, 2017 By: /s/ David J. Tooley David J. Tooley Director September 13, 2017 By: /s/ Todd E. Hensley Todd E. Hensley Director September 13, 2017 By: /s/ Matthew T. Funke Matthew T. Funke Chief Financial Officer (Principal Financial and Accounting Officer) September 13, 2017 Index to Exhibits Regulation S-K Exhibit Number Document 10.1 Named Executive Officer Salary and Bonus Agreement for fiscal 2016 10.2 Director Fee Arrangements Statement Regarding Computation of Per Share Earnings 14.1 Amended Code of Conduct and Ethics Subsidiaries of the Registrant Consent of Auditors Rule 13a-14(a)/15d-14(a) Certifications Section 1350 Certifications |
The important factors we discuss below, as well as other factors discussed in this report under the captions “Risk Factors” and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and identified in our other filings with the SEC and those presented elsewhere by our management from time to time, could cause actual results to differ materially from those indicated by the forward-looking statements made in this document: · expected cost savings, synergies and other benefits from our merger and acquisition activities might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; · the strength of the United States economy in general and the strength of the local economies in which we conduct operations; · fluctuations in interest rates and in real estate values; · monetary and fiscal policies of the FRB and the U.S. Government and other governmental initiatives affecting the financial services industry; · the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; · our ability to access cost-effective funding; · the timely development of and acceptance of our new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services; · fluctuations in real estate values and both residential and commercial real estate markets, as well as agricultural business conditions; · demand for loans and deposits; · legislative or regulatory changes that adversely affect our business; · changes in accounting principles, policies, or guidelines; · results of regulatory examinations, including the possibility that a regulator may, among other things, require an increase in our reserve for loan losses or write-down of assets; · the impact of technological changes; and · our success at managing the risks involved in the foregoing. |
As required by the Act, the federal banking agencies have promulgated new rules on regulatory capital for both depository institutions and their holding companies; · Public companies are required to provide their shareholders with a non-binding vote: (i) at least once every three years on the compensation paid to executive officers, and (ii) at least once every six years on whether shareholders should have a "say on pay" vote every one, two or three years; · A separate, non-binding shareholder vote is required regarding golden parachutes for named executive officers when a shareholder vote takes place on mergers, acquisitions, dispositions or other transactions that would trigger the parachute payments; · Securities exchanges are required to prohibit brokers from using their own discretion to vote shares not beneficially owned by them for certain "significant" matters, which include votes on the election of directors, executive compensation matters, and any other matter determined to be significant; · Stock exchanges are prohibited from listing the securities of any issuer that does not have a policy providing for (i) disclosure of its policy on incentive compensation payable on the basis of financial information reportable under the securities laws, and (ii) the recovery from current or former executive officers, following an accounting restatement triggered by material noncompliance with securities law reporting requirements, of any incentive compensation paid erroneously during the three-year period preceding the date on which the restatement was required that exceeds the amount that would have been paid on the basis of the restated financial information; · Smaller reporting companies are exempt from complying with the internal control auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. |
Additionally, an institution shall be deemed to be "adequately capitalized" if it has (i) a total risk-based capital ratio of 8.0% or more, (ii) a common equity Tier 1 risk-based capital ratio of 4.5% or more, (iii) a Tier 1 risk-based capital ratio of 6.0% or more, and (iv) a leverage ratio of 4.0% or more and does not meet the definition of "well capitalized;" "undercapitalized" if it has (i) a total risk-based capital ratio that is less than 8.0%, (ii) a common equity Tier 1 risk-based capital ratio that is less than 4.5%, (iii) a Tier 1 risk-based capital ratio that is less than 6.0%, or (iv) a leverage ratio that is less than 4.0%; "significantly undercapitalized" if it has (i) a total risk-based capital ratio that is less than 6.0%, (ii) a common equity Tier 1 risk-based capital ratio that is less than 3.0%, (iii) a Tier 1 risk-based capital ratio that is less than 4.0%, or (iv) a leverage ratio that is less than 3.0%; and "critically undercapitalized" if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. |
The FDIA provides that the appropriate federal regulatory agency must require an insured depository institution that is significantly undercapitalized or is undercapitalized and either fails to submit an acceptable capital restoration plan within the time period allowed or fails in any material respect to implement a capital restoration plan accepted by the appropriate federal banking agency to take one or more of the following actions: (i) sell enough shares, including voting shares, to become adequately capitalized; (ii) merge with (or be sold to) another institution (or holding company), but only if grounds exist for appointing a conservator or receiver; (iii) restrict certain transactions with banking affiliates as if the "sister bank" requirements of Section 23A of the Federal Reserve Act ("FRA") did not exist; (iv) otherwise restrict transactions with bank or non-bank affiliates; (v) restrict interest rates that the institution pays on deposits to "prevailing rates" in the institution's region; (vi) restrict asset growth or reduce total assets; (vii) alter, reduce or terminate activities; (viii) hold a new election of directors; (ix) require dismissal of any director or senior executive officer who held office for more than 180 days immediately before the institution became undercapitalized; (x) require employment of qualified senior executive officers; (xi) prohibit acceptance of deposits from correspondent depository institutions; (xii) require divestiture of certain non-depository affiliates which pose a danger to the institution; (xiii) be divested by a parent holding company; (xiv) require prior FRB approval for payment of dividends by a bank holding company; and (xv) take any other action which the FRB, in the case of a state member bank, determines would better carry out the purposes of the prompt corrective action provisions. |
These measures include: · Fiscal year 2016 and 2015 net income available to common stockholders excluding accretion of fair value discount on acquired loans and amortization of fair value premium on acquired time deposits related to the Peoples Acquisition, net of tax; · Fiscal year 2016 and 2015 return on average assets excluding accretion of fair value discount on acquired loans and amortization of fair value premium on acquired time deposits related to the Peoples Acquisition, net of tax; · Fiscal year 2016 and 2015 return on average common equity excluding accretion of fair value discount on acquired loans and amortization of fair value premium on acquired time deposits related to the Peoples Acquisition, net of tax; · Fiscal year 2016 and 2015 net interest margin excluding accretion of fair value discount on acquired loans and amortization of fair value premium on acquired time deposits related to the Peoples Acquisition; Management believes that showing these amounts and measures excluding these items is useful for investors because it better reflects our core operating results and provides useful information by which to evaluate the Company’s operating performance on an ongoing basis from period to period. |
The following table presents a reconciliation of the calculation of net income available to common stockholders, excluding accretion of fair value discount on acquired loans and amortization of premium on acquired time deposits related to the Peoples Acquisition, net of tax: The following table presents a reconciliation of the calculation of return on average assets, excluding accretion of fair value discount on acquired loans and amortization of premium on acquired time deposits related to the Peoples Acquisition, net of tax: The following table presents a reconciliation of the calculation of return on average common equity, excluding accretion of fair value discount on acquired loans and amortization of premium on acquired time deposits related to the Peoples Acquisition, net of tax: The following table presents a reconciliation of the calculation of net interest margin, excluding accretion of fair value discount on acquired loans and amortization of premium on acquired time deposits related to the Peoples Acquisition: The non-GAAP disclosures contained herein should not be viewed as substitutes for the results determined to be in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. |
By: /s/ Greg A. Steffens Greg A. Steffens President and Chief Executive Officer (Principal Executive Officer) September 13, 2016 By: /s/ L. Douglas Bagby L. Douglas Bagby Vice Chairman and Director September 13, 2016 By: /s/ Ronnie D. Black Ronnie D. Black Secretary and Director September 13, 2016 By: /s/ Sammy A. Schalk Sammy A. Schalk Director September 13, 2016 By: /s/ Rebecca McLane Brooks Rebecca McLane Brooks Director September 13, 2016 By: /s/ Charles R. Love Charles R. Love Director September 13, 2016 By: /s/ Charles R. Moffitt Charles R. Moffitt Director September 13, 2016 By: /s/ Dennis C. Robison Dennis C. Robison Director September 13, 2016 By: /s/ David J. Tooley David J. Tooley Director September 13, 2016 By: /s/ Todd E. Hensley Todd E. Hensley Director September 13, 2016 By: /s/ Matthew T. Funke Matthew T. Funke Chief Financial Officer (Principal Financial and Accounting Officer) September 13, 2016 Index to Exhibits Regulation S-K Exhibit Number Document 10.1 Named Executive Officer Salary and Bonus Agreement for fiscal 2016 10.2 Director Fee Arrangements Statement Regarding Computation of Per Share Earnings 14.1 Amended Code of Conduct and Ethics Subsidiaries of the Registrant Consent of Auditors Rule 13a-14(a)/15d-14(a) Certifications Section 1350 Certifications |
The important factors we discuss below, as well as other factors discussed in this report under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and identified in our other filings with the SEC and those presented elsewhere by our management from time to time, could cause actual results to differ materially from those indicated by the forward-looking statements made in this document: · expected cost savings, synergies and other benefits from our merger and acquisition activities, including our acquisition of Peoples Service Company and our other recently completed acquisitions, might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; · the strength of the United States economy in general and the strength of the local economies in which we conduct operations; · fluctuations in interest rates and in real estate values; · monetary and fiscal policies of the FRB and the U.S. Government and other governmental initiatives affecting the financial services industry; · the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; · our ability to access cost-effective funding; · the timely development of and acceptance of our new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services; · fluctuations in real estate values and both residential and commercial real estate market conditions; · demand for loans and deposits; · legislative or regulatory changes that adversely affect our business; · results of regulatory examinations, including the possibility that a regulator may, among other things, require an increase in our reserve for loan losses or write-down of assets; · the impact of technological changes; and · our success at managing the risks involved in the foregoing. |
As required by the Act, the federal banking agencies have promulgated new rules on regulatory capital for both depository institutions and their holding companies; · Public companies are required to provide their shareholders with a non-binding vote: (i) at least once every three years on the compensation paid to executive officers, and (ii) at least once every six years on whether they should have a "say on pay" vote every one, two or three years; · A separate, non-binding shareholder vote is required regarding golden parachutes for named executive officers when a shareholder vote takes place on mergers, acquisitions, dispositions or other transactions that would trigger the parachute payments; · Securities exchanges are required to prohibit brokers from using their own discretion to vote shares not beneficially owned by them for certain "significant" matters, which include votes on the election of directors, executive compensation matters, and any other matter determined to be significant; · Stock exchanges are prohibited from listing the securities of any issuer that does not have a policy providing for (i) disclosure of its policy on incentive compensation payable on the basis of financial information reportable under the securities laws, and (ii) the recovery from current or former executive officers, following an accounting restatement triggered by material noncompliance with securities law reporting requirements, of any incentive compensation paid erroneously during the three-year period preceding the date on which the restatement was required that exceeds the amount that would have been paid on the basis of the restated financial information; · Smaller reporting companies are exempt from complying with the internal control auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. |
Additionally, an institution shall be deemed to be "adequately capitalized" if it has (i) a total risk-based capital ratio of 8.0% or more, (ii) a common equity Tier 1 risk-based capital ratio of 4.5% or more, (iii) a Tier 1 risk-based capital ratio of 6.0% or more, and (iv) a leverage ratio of 4.0% or more and does not meet the definition of "well capitalized;" "undercapitalized" if it has (i) a total risk-based capital ratio that is less than 8.0%, (ii) a common equity Tier 1 risk-based capital ratio that is less than 4.5%, (iii) a Tier 1 risk-based capital ratio that is less than 6.0%, or (iv) a leverage ratio that is less than 4.0%; "significantly undercapitalized" if it has (i) a total risk-based capital ratio that is less than 6.0%, (ii) a common equity Tier 1 risk-based capital ratio that is less than 3.0%, (iii) a Tier 1 risk-based capital ratio that is less than 4.0%, or (iv) a leverage ratio that is less than 3.0%; and "critically undercapitalized" if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. |
The FDIA provides that the appropriate federal regulatory agency must require an insured depository institution that is significantly undercapitalized or is undercapitalized and either fails to submit an acceptable capital restoration plan within the time period allowed or fails in any material respect to implement a capital restoration plan accepted by the appropriate federal banking agency to take one or more of the following actions: (i) sell enough shares, including voting shares, to become adequately capitalized; (ii) merge with (or be sold to) another institution (or holding company), but only if grounds exist for appointing a conservator or receiver; (iii) restrict certain transactions with banking affiliates as if the "sister bank" requirements of Section 23A of the Federal Reserve Act ("FRA") did not exist; (iv) otherwise restrict transactions with bank or non-bank affiliates; (v) restrict interest rates that the institution pays on deposits to "prevailing rates" in the institution's region; (vi) restrict asset growth or reduce total assets; (vii) alter, reduce or terminate activities; (viii) hold a new election of directors; (ix) require dismissal of any director or senior executive officer who held office for more than 180 days immediately before the institution became undercapitalized; (x) require employment of qualified senior executive officers; (xi) prohibit acceptance of deposits from correspondent depository institutions; (xii) require divestiture of certain non-depository affiliates which pose a danger to the institution; (xiii) be divested by a parent holding company; (xiv) require prior FRB approval for payment of dividends by a bank holding company; and (xv) take any other action which the FRB, in the case of a state member bank, determines would better carry out the purposes of the prompt corrective action provisions. |
These measures include: · Fiscal year 2011 net income available to common stockholders per diluted common share excluding bargain purchase gain, net of transaction expenses related to the December 2010 FDIC-assisted acquisition involving the former First Southern Bank (the "Fiscal 2011 Acquisition"), net of tax; · Fiscal year 2015, 2014 and 2013 net income available to common stockholders excluding accretion of fair value discount on acquired loans, amortization of fair value premium on assumed time deposits, and bargain purchase gain, net of transaction expenses, related to the Fiscal 2011 Acquisition and the Peoples Acquisition, net of tax; · Fiscal year 2015, 2014 and 2013 return on average assets excluding accretion of fair value discount on acquired loans, amortization of fair value premium on assumed time deposits, and bargain purchase gain, net of transaction expenses, related to the Fiscal 2011 Acquisition and the Peoples Acquisition, net of tax; · Fiscal year 2015, 2014 and 2013 return on average common equity excluding accretion of fair value discount on acquired loans, amortization of fair value premium on assumed time deposits, and bargain purchase gain, net of transaction expenses, related to the Fiscal 2011 Acquisition and the Peoples Acquisition, net of tax; · Fiscal year 2015, 2014 and 2013 net interest margin excluding accretion of fair value discount on acquired loans and amortization of fair value premium on assumed time deposits related to the Fiscal 2011 Acquisition and the Peoples Acquisition; Management believes that showing these amounts and measures excluding these items is useful for investors because it better reflects our core operating results and provides useful information by which to evaluate the Company's operating performance on an ongoing basis from period to period. |
The following table presents a reconciliation of the calculation of fiscal 2011 diluted earnings per share available to common shareholders excluding bargain purchase gain and transaction expenses related to the Fiscal 2011 Acquisition: The following table presents a reconciliation of the calculation of net income available to common stockholders, excluding accretion of fair value discount on acquired loans, amortization of premium on acquired time deposits, and bargain purchase gain, net of transaction expenses, related to the Fiscal 2011 Acquisition and the Peoples Acquisition, net of tax: The following table presents a reconciliation of the calculation of return on average assets, excluding accretion of fair value discount on acquired loans, amortization of premium on acquired time deposits, and bargain purchase gain, net of transaction expenses, related to the Fiscal 2011 Acquisition and the Peoples Acquisition, net of tax: The following table presents a reconciliation of the calculation of return on average common equity, excluding accretion of fair value discount on acquired loans, amortization of premium on acquired time deposits, and bargain purchase gain, net of transaction expenses, related to the Fiscal 2011 Acquisition and the Peoples Acquisition, net of tax: The following table presents a reconciliation of the calculation of net interest margin, excluding accretion of fair value discount on acquired loans and amortization of premium on acquired time deposits related to the Fiscal 2011 Acquisition and the Peoples Acquisition: The non-GAAP disclosures contained herein should not be viewed as substitutes for the results determined to be in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. |
By: /s/ Greg A. Steffens Greg A. Steffens President and Chief Executive Officer (Principal Executive Officer) September 14, 2015 By: /s/ L. Douglas Bagby L. Douglas Bagby Vice Chairman and Director September 14, 2015 By: /s/ Ronnie D. Black Ronnie D. Black Secretary and Director September 14, 2015 By: /s/ Sammy A. Schalk Sammy A. Schalk Director September 14, 2015 By: /s/ Rebecca McLane Brooks Rebecca McLane Brooks Director September 14, 2015 By: /s/ Charles R. Love Charles R. Love Director September 14, 2015 By: /s/ Charles R. Moffitt Charles R. Moffitt Director September 14, 2015 By: /s/ Dennis C. Robison Dennis C. Robison Director September 14, 2015 By: /s/ David J. Tooley David J. Tooley Director September 14, 2015 By: /s/ Todd E. Hensley Todd E. Hensley Director September 14, 2015 By: /s/ Matthew T. Funke Matthew T. Funke Chief Financial Officer (Principal Financial and Accounting Officer) September 14, 2015 Index to Exhibits Regulation S-K Exhibit Number Document 10.1 Named Executive Officer Salary and Bonus Agreement for fiscal 2015 10.2 Director Fee Arrangements Statement Regarding Computation of Per Share Earnings Subsidiaries of the Registrant Consent of Auditors Rule 13a-14(a)/15d-14(a) Certifications Section 1350 Certifications |
The important factors we discuss below, as well as other factors discussed in this report under the captions “Risk Factors” and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and identified in our other filings with the SEC and those presented elsewhere by our management from time to time, could cause actual results to differ materially from those indicated by the forward-looking statements made in this document: · expected cost savings, synergies and other benefits from our merger and acquisition activities, including our acquisition of Peoples Service Company and our other recently completed acquisitions, might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; · the strength of the United States economy in general and the strength of the local economies in which we conduct operations; · fluctuations in interest rates and in real estate values; · monetary and fiscal policies of the FRB and the U.S. Government and other governmental initiatives affecting the financial services industry; · the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; · our ability to access cost-effective funding; · the timely development of and acceptance of our new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services; · fluctuations in real estate values and both residential and commercial real estate market conditions; · demand for loans and deposits; · legislative or regulatory changes that adversely affect our business; · results of regulatory examinations, including the possibility that a regulator may, among other things, require an increase in our reserve for loan losses or write-down of assets; · the impact of technological changes; and · our success at managing the risks involved in the foregoing. |
As required by the Act, the federal banking agencies have promulgated new rules on regulatory capital for both depository institutions and their holding companies; · Public companies are required to provide their shareholders with a non-binding vote: (i) at least once every three years on the compensation paid to executive officers, and (ii) at least once every six years on whether they should have a "say on pay" vote every one, two or three years; · A separate, non-binding shareholder vote is required regarding golden parachutes for named executive officers when a shareholder vote takes place on mergers, acquisitions, dispositions or other transactions that would trigger the parachute payments; · Securities exchanges are required to prohibit brokers from using their own discretion to vote shares not beneficially owned by them for certain "significant" matters, which include votes on the election of directors, executive compensation matters, and any other matter determined to be significant; · Stock exchanges are prohibited from listing the securities of any issuer that does not have a policy providing for (i) disclosure of its policy on incentive compensation payable on the basis of financial information reportable under the securities laws, and (ii) the recovery from current or former executive officers, following an accounting restatement triggered by material noncompliance with securities law reporting requirements, of any incentive compensation paid erroneously during the three-year period preceding the date on which the restatement was required that exceeds the amount that would have been paid on the basis of the restated financial information; · Smaller reporting companies are exempt from complying with the internal control auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. |
Under the regulations, an institution shall be deemed to be (i) "well capitalized" if it has a total risk-based capital ratio of 10.0% or more, has a Tier 1 risk-based capital ratio of 6.0% or more, has a leverage ratio of 5.0% or more, and is not subject to specified requirements to meet and maintain a specific capital level for any capital measure; (ii) "adequately capitalized" if it has a total risk-based capital ratio of 8.0% or more, has a Tier 1 risk-based capital ratio of 4.0% or more, has a leverage ratio of 4.0% or more (3.0% under certain circumstances) and does not meet the definition of "well capitalized;" (iii) "undercapitalized" if it has a total risk-based capital ratio that is less than 8.0%, has a Tier 1 risk-based capital ratio that is less than 4.0% or has a leverage ratio that is less than 4.0% (3.0% under certain circumstances); (iv) "significantly undercapitalized" if it has a total risk-based capital ratio that is less than 6.0%, has a Tier 1 risk-based capital ratio that is less than 3.0% or has a leverage ratio that is less than 3.0%; and (v) "critically undercapitalized" if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. |
The FDIA provides that the appropriate federal regulatory agency must require an insured depository institution that is significantly undercapitalized or is undercapitalized and either fails to submit an acceptable capital restoration plan within the time period allowed or fails in any material respect to implement a capital restoration plan accepted by the appropriate federal banking agency to take one or more of the following actions: (i) sell enough shares, including voting shares, to become adequately capitalized; (ii) merge with (or be sold to) another institution (or holding company), but only if grounds exist for appointing a conservator or receiver; (iii) restrict certain transactions with banking affiliates as if the "sister bank" requirements of Section 23A of the Federal Reserve Act ("FRA") did not exist; (iv) otherwise restrict transactions with bank or non-bank affiliates; (v) restrict interest rates that the institution pays on deposits to "prevailing rates" in the institution's region; (vi) restrict asset growth or reduce total assets; (vii) alter, reduce or terminate activities; (viii) hold a new election of directors; (ix) require dismissal of any director or senior executive officer who held office for more than 180 days immediately before the institution became undercapitalized; (x) require employment of qualified senior executive officers; (xi) prohibit acceptance of deposits from correspondent depository institutions; (xii) require divestiture of certain non-depository affiliates which pose a danger to the institution; (xiii) be divested by a parent holding company; (xiv) require prior FRB approval for payment of dividends by a Bank Holding Company; and (xv) take any other action which the FRB, in the case of a state member bank, determines would better carry out the purposes of the prompt corrective action provisions. |
These measures include: · Fiscal year 2011 net income available to common stockholders per diluted common share excluding bargain purchase gain, net of transaction expenses related to the December 2010 FDIC-assisted acquisition involving the former First Southern Bank (the “Fiscal 2011 Acquisition”), net of tax; · Fiscal year 2014, 2013 and 2012 net income available to common stockholders excluding accretion of fair value discount on acquired loans, amortization of fair value premium on assumed time deposits, and bargain purchase gain, net of transaction expenses, related to the Fiscal 2011 Acquisition, net of tax; · Fiscal year 2014, 2013 and 2012 return on average assets excluding accretion of fair value discount on acquired loans, amortization of fair value premium on assumed time deposits, and bargain purchase gain, net of transaction expenses, related to the Fiscal 2011 Acquisition, net of tax; · Fiscal year 2014, 2013 and 2012 return on average common equity excluding accretion of fair value discount on acquired loans, amortization of fair value premium on assumed time deposits, and bargain purchase gain, net of transaction expenses, related to the Fiscal 2011 Acquisition, net of tax; · Fiscal year 2014, 2013 and 2012 net interest margin excluding accretion of fair value discount on acquired loans and amortization of fair value premium on assumed time deposits related to the Fiscal 2011 Acquisition; Management believes that showing these amounts and measures excluding these items is useful for investors because it better reflects our core operating results and provides useful information by which to evaluate the Company’s operating performance on an ongoing basis from period to period. |
The following table presents a reconciliation of the calculation of fiscal 2011 diluted earnings per share available to common shareholders excluding bargain purchase gain and transaction expenses related to the Fiscal 2011 Acquisition: The following table presents a reconciliation of the calculation of net income available to common stockholders, excluding accretion of fair value discount on acquired loans, amortization of premium on acquired time deposits, and bargain purchase gain, net of transaction expenses, related to the Fiscal 2011 Acquisition, net of tax: The following table presents a reconciliation of the calculation of return on average assets, excluding accretion of fair value discount on acquired loans, amortization of premium on acquired time deposits, and bargain purchase gain, net of transaction expenses, related to the Fiscal 2011 Acquisition, net of tax: The following table presents a reconciliation of the calculation of return on average common equity, excluding accretion of fair value discount on acquired loans, amortization of premium on acquired time deposits, and bargain purchase gain, net of transaction expenses, related to the Fiscal 2011 Acquisition, net of tax: The following table presents a reconciliation of the calculation of net interest margin, excluding accretion of fair value discount on acquired loans and amortization of premium on acquired time deposits related to the Fiscal 2011 Acquisition: The non-GAAP disclosures contained herein should not be viewed as substitutes for the results determined to be in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. |
By: /s/ Greg A. Steffens Greg A. Steffens President and Chief Executive Officer (Principal Executive Officer) September 15, 2014 By: /s/ L. Douglas Bagby L. Douglas Bagby Vice Chairman and Director September 15, 2014 By: /s/ Ronnie D. Black Ronnie D. Black Secretary and Director September 15, 2014 By: /s/ Sammy A. Schalk Sammy A. Schalk Director September 15, 2014 By: /s/ Rebecca McLane Brooks Rebecca McLane Brooks Director September 15, 2014 By: /s/ Charles R. Love Charles R. Love Director September 15, 2014 By: /s/ Charles R. Moffitt Charles R. Moffitt Director September 15, 2014 By: /s/ Dennis C. Robison Dennis C. Robison Director September 15, 2014 By: /s/ David J. Tooley David J. Tooley Director September 15, 2014 By: /s/ Todd E. Hensley Todd E. Hensley Director September 15, 2014 By: /s/ Matthew T. Funke Matthew T. Funke Chief Financial Officer (Principal Financial and Accounting Officer) September 15, 2014 Index to Exhibits Regulation S-K Exhibit Number Document 10.1 Named Executive Officer Salary and Bonus Agreement for fiscal 2014 10.2 Director Fee Arrangements 10.6 (ix) Director Retirement Agreement with Todd E. Hensley Statement Regarding Computation of Per Share Earnings Subsidiaries of the Registrant Consent of Auditors Rule 13a-14(a)/15d-14(a) Certifications Section 1350 Certifications |
The important factors we discuss below, as well as other factors discussed in this report under the captions “Risk Factors” and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and identified in our other filings with the SEC and those presented elsewhere by our management from time to time, could cause actual results to differ materially from those indicated by the forward-looking statements made in this document: · the strength of the United States economy in general and the strength of the local economies in which we conduct operations; · fluctuations in interest rates and in real estate values; · monetary and fiscal policies of the FRB and the U.S. Government and other governmental initiatives affecting the financial services industry; · the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; · our ability to access cost-effective funding; · the timely development of and acceptance of our new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services; · expected cost savings, synergies and other benefits from the Company’s merger and acquisition activities might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; · fluctuations in real estate values and both residential and commercial real estate market conditions; · demand for loans and deposits in our market area; · legislative or regulatory changes that adversely affect our business; · results of examinations of us by our regulators, including the possibility that our regulators may, among other things, require us to increase our reserve for loan losses or to write-down assets; · the impact of technological changes; and · our success at managing the risks involved in the foregoing The Company disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise. |
The CFPB also has authority to promulgate new consumer financial protection regulations and amend existing consumer financial protection regulations; · The Federal Deposit Insurance Act was amended to require depository institution holding companies to serve as a source of strength for their depository institution subsidiaries; · The prohibition on payment of interest on demand deposits was repealed, effective July 21, 2011; · Deposit insurance was permanently increased to $250,000 and unlimited deposit insurance for noninterest-bearing transaction accounts was extended through December 31, 2012; · The deposit insurance assessment base for FDIC insurance is the depository institution's average consolidated total assets less the average tangible equity during the assessment period; and · The minimum reserve ratio of the FDIC’s Deposit Insurance Fund (“DIF”) increased to 1.35 percent of estimated annual insured deposits or the comparable percentage of the assessment base; however, the FDIC is directed to "offset the effect" of the increased reserve ratio for insured depository institutions with total consolidated assets of less than $10 billion. |
As required by the Act, the federal banking agencies have promulgated new rules on regulatory capital for both depository institutions and their holding companies; · Public companies are required to provide their shareholders with a non-binding vote: (i) at least once every three years on the compensation paid to executive officers, and (ii) at least once every six years on whether they should have a "say on pay" vote every one, two or three years; · A separate, non-binding shareholder vote is required regarding golden parachutes for named executive officers when a shareholder vote takes place on mergers, acquisitions, dispositions or other transactions that would trigger the parachute payments; · Securities exchanges are required to prohibit brokers from using their own discretion to vote shares not beneficially owned by them for certain "significant" matters, which include votes on the election of directors, executive compensation matters, and any other matter determined to be significant; · Stock exchanges are prohibited from listing the securities of any issuer that does not have a policy providing for (i) disclosure of its policy on incentive compensation payable on the basis of financial information reportable under the securities laws, and (ii) the recovery from current or former executive officers, following an accounting restatement triggered by material noncompliance with securities law reporting requirements, of any incentive compensation paid erroneously during the three-year period preceding the date on which the restatement was required that exceeds the amount that would have been paid on the basis of the restated financial information; · Smaller reporting companies are exempt from complying with the internal control auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. |
Under the regulations, an institution shall be deemed to be (i) "well capitalized" if it has a total risk-based capital ratio of 10.0% or more, has a Tier 1 risk-based capital ratio of 6.0% or more, has a leverage ratio of 5.0% or more, and is not subject to specified requirements to meet and maintain a specific capital level for any capital measure; (ii) "adequately capitalized" if it has a total risk-based capital ratio of 8.0% or more, has a Tier 1 risk-based capital ratio of 4.0% or more, has a leverage ratio of 4.0% or more (3.0% under certain circumstances) and does not meet the definition of "well capitalized;" (iii) "undercapitalized" if it has a total risk-based capital ratio that is less than 8.0%, has a Tier 1 risk-based capital ratio that is less than 4.0% or has a leverage ratio that is less than 4.0% (3.0% under certain circumstances); (iv) "significantly undercapitalized" if it has a total risk-based capital ratio that is less than 6.0%, has a Tier 1 risk-based capital ratio that is less than 3.0% or has a leverage ratio that is less than 3.0%; and (v) "critically undercapitalized" if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. |
The FDIA provides that the appropriate federal regulatory agency must require an insured depository institution that is significantly undercapitalized or is undercapitalized and either fails to submit an acceptable capital restoration plan within the time period allowed or fails in any material respect to implement a capital restoration plan accepted by the appropriate federal banking agency to take one or more of the following actions: (i) sell enough shares, including voting shares, to become adequately capitalized; (ii) merge with (or be sold to) another institution (or holding company), but only if grounds exist for appointing a conservator or receiver; (iii) restrict certain transactions with banking affiliates as if the "sister bank" requirements of Section 23A of the Federal Reserve Act ("FRA") did not exist; (iv) otherwise restrict transactions with bank or non-bank affiliates; (v) restrict interest rates that the institution pays on deposits to "prevailing rates" in the institution's region; (vi) restrict asset growth or reduce total assets; (vii) alter, reduce or terminate activities; (viii) hold a new election of directors; (ix) require dismissal of any director or senior executive officer who held office for more than 180 days immediately before the institution became undercapitalized; (x) require employment of qualified senior executive officers; (xi) prohibit acceptance of deposits from correspondent depository institutions; (xii) require divestiture of certain non-depository affiliates which pose a danger to the institution; (xiii) be divested by a parent holding company; (xiv) require prior FRB approval for payment of dividends by a Bank Holding Company; and (xv) take any other action which the FRB, in the case of a state member bank, determines would better carry out the purposes of the prompt corrective action provisions. |
These measures include: · Fiscal year 2011 net income available to common stockholders per diluted common share excluding bargain purchase gain, net of transaction expenses related to the December 2010 FDIC-assisted acquisition involving the former First Southern Bank (the “Acquisition”), net of tax; · Fiscal year 2013, 2012 and 2011 net income available to common stockholders excluding accretion of fair value discount on acquired loans, amortization of fair value premium on assumed time deposits, and bargain purchase gain, net of transaction expenses, related to the Acquisition, net of tax; · Fiscal year 2013, 2012 and 2011 return on average assets excluding accretion of fair value discount on acquired loans, amortization of fair value premium on assumed time deposits, and bargain purchase gain, net of transaction expenses, related to the Acquisition, net of tax; · Fiscal year 2013, 2012 and 2011 return on average common equity excluding accretion of fair value discount on acquired loans, amortization of fair value premium on assumed time deposits, and bargain purchase gain, net of transaction expenses, related to the Acquisition, net of tax; · Fiscal year 2013, 2012 and 2011 net interest margin excluding accretion of fair value discount on acquired loans and amortization of fair value premium on assumed time deposits related to the Acquisition; Management believes that showing these amounts and measures excluding these items is useful for investors because it better reflects our core operating results and provides useful information by which to evaluate the Company’s operating performance on an ongoing basis from period to period. |
The following table presents a reconciliation of the calculation of fiscal 2011 diluted earnings per share available to common shareholders excluding bargain purchase gain and transaction expenses related to the Acquisition: For the twelve months ended June 30, 2011 Diluted earnings per share available to common stockholders $ 5.12 Less: impact of excluding bargain purchase gain, net of transaction expenses, related to the Acquisition, net of tax 1.92 Diluted earnings per share available to common stockholders - excluding bargain purchase gain, net of tax and transaction expenses, related to the Acquisition $ 3.20 The following table presents a reconciliation of the calculation of net income available to common stockholders, excluding accretion of fair value discount on acquired loans, amortization of premium on acquired time deposits, and bargain purchase gain, net of transaction expenses, related to the Acquisition, net of tax: The following table presents a reconciliation of the calculation of return on average assets, excluding accretion of fair value discount on acquired loans, amortization of premium on acquired time deposits, and bargain purchase gain, net of transaction expenses, related to the Acquisition, net of tax: The following table presents a reconciliation of the calculation of return on average common equity, excluding accretion of fair value discount on acquired loans, amortization of premium on acquired time deposits, and bargain purchase gain, net of transaction expenses, related to the Acquisition, net of tax: The following table presents a reconciliation of the calculation of net interest margin, excluding accretion of fair value discount on acquired loans and amortization of premium on acquired time deposits related to the Acquisition: The non-GAAP disclosures contained herein should not be viewed as substitutes for the results determined to be in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. |
By: /s/ Samuel H. Smith Samuel H. Smith Chairman of the Board of Directors September 24, 2013 By: /s/ Greg A. Steffens Greg A. Steffens President and Chief Executive Officer (Principal Executive Officer) September 24, 2013 By: /s/ L. Douglas Bagby L. Douglas Bagby Vice Chairman and Director September 24, 2013 By: /s/ Ronnie D. Black Ronnie D. Black Secretary and Director September 24, 2013 By: /s/ Sammy A. Schalk Sammy A. Schalk Director September 24, 2013 By: /s/ Rebecca McLane Brooks Rebecca McLane Brooks Director September 24, 2013 By: /s/ Charles R. Love Charles R. Love Director September 24, 2013 By: /s/ Charles R. Moffitt Charles R. Moffitt Director September 24, 2013 By: /s/ Dennis C. Robison Dennis C. Robison Director September 24, 2013 By: /s/ David J. Tooley David J. Tooley Director September 24, 2013 By: /s/ Matthew T. Funke Matthew T. Funke Chief Financial Officer (Principal Financial and Accounting Officer) September 24, 2013 Index to Exhibits Regulation S-K Exhibit Number Document 10.1 Named Executive Officer Salary and Bonus Agreement for fiscal 2014 10.2 Director Fee Arrangements Statement Regarding Computation of Per Share Earnings Subsidiaries of the Registrant Consent of Auditors Rule 13a-14(a)/15d-14(a) Certifications Section 1350 Certifications |
The important factors we discuss below, as well as other factors discussed in this report under the captions “Risk Factors” and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and identified in our other filings with the SEC and those presented elsewhere by our management from time to time, could cause actual results to differ materially from those indicated by the forward-looking statements made in this document: · the strength of the United States economy in general and the strength of the local economies in which we conduct operations; · fluctuations in interest rates and in real estate values; · monetary and fiscal policies of the FRB and the U.S. Government and other governmental initiatives affecting the financial services industry; · the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; · our ability to access cost-effective funding; · the timely development of and acceptance of our new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services; · expected cost savings, synergies and other benefits from the Company’s merger and acquisition activities might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; · fluctuations in real estate values and both residential and commercial real estate market conditions; · demand for loans and deposits in our market area; · legislative or regulatory changes that adversely affect our business; · results of examinations of us by our regulators, including the possibility that our regulators may, among other things, require us to increase our reserve for loan losses or to write-down assets; · the impact of technological changes; and · our success at managing the risks involved in the foregoing The Company disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise. |
The CFPB also has authority to promulgate new consumer financial protection regulations and amend existing consumer financial protection regulations; · The Federal Deposit Insurance Act was amended to direct federal regulators to require depository institution holding companies to serve as a source of strength for their depository institution subsidiaries; · The prohibition on payment of interest on demand deposits was repealed, effective July 21, 2011; · Deposit insurance is permanently increased to $250,000 and unlimited deposit insurance for noninterest-bearing transaction accounts is extended through December 31, 2012; · The deposit insurance assessment base for FDIC insurance is the depository institution's average consolidated total assets less the average tangible equity during the assessment period; and · The minimum reserve ratio of the FDIC’s Deposit Insurance Fund (“DIF”) increased to 1.35 percent of estimated annual insured deposits or the comparable percentage of the assessment base; however, the FDIC is directed to "offset the effect" of the increased reserve ratio for insured depository institutions with total consolidated assets of less than $10 billion. |
The federal banking agencies must promulgate new rules on regulatory capital for both depository institutions and their holding companies, to include leverage capital and risk-based capital measures at least as stringent as those now applicable to the Bank under the prompt corrective action regulations; · Public companies are required to provide their shareholders with a non-binding vote: (i) at least once every three years on the compensation paid to executive officers, and (ii) at least once every six years on whether they should have a "say on pay" vote every one, two or three years; · A separate, non-binding shareholder vote is required regarding golden parachutes for named executive officers when a shareholder vote takes place on mergers, acquisitions, dispositions or other transactions that would trigger the parachute payments; · Securities exchanges are required to prohibit brokers from using their own discretion to vote shares not beneficially owned by them for certain "significant" matters, which include votes on the election of directors, executive compensation matters, and any other matter determined to be significant; · Stock exchanges are prohibited from listing the securities of any issuer that does not have a policy providing for (i) disclosure of its policy on incentive compensation payable on the basis of financial information reportable under the securities laws, and (ii) the recovery from current or former executive officers, following an accounting restatement triggered by material noncompliance with securities law reporting requirements, of any incentive compensation paid erroneously during the three-year period preceding the date on which the restatement was required that exceeds the amount that would have been paid on the basis of the restated financial information; · Smaller reporting companies are exempt from complying with the internal control auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. |
Under the regulations, an institution shall be deemed to be (i) "well capitalized" if it has a total risk-based capital ratio of 10.0% or more, has a Tier 1 risk-based capital ratio of 6.0% or more, has a leverage ratio of 5.0% or more and is not subject to specified requirements to meet and maintain a specific capital level for any capital measure; (ii) "adequately capitalized" if it has a total risk-based capital ratio of 8.0% or more, has a Tier 1 risk-based capital ratio of 4.0% or more, has a leverage ratio of 4.0% or more (3.0% under certain circumstances) and does not meet the definition of "well capitalized;" (iii) "undercapitalized" if it has a total risk-based capital ratio that is less than 8.0%, has a Tier 1 risk-based capital ratio that is less than 4.0% or has a leverage ratio that is less than 4.0% (3.0% under certain circumstances); (iv) "significantly undercapitalized" if it has a total risk-based capital ratio that is less than 6.0%, has a Tier 1 risk-based capital ratio that is less than 3.0% or has a leverage ratio that is less than 3.0%; and (v) "critically undercapitalized" if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. |
The FDIA provides that the appropriate federal regulatory agency must require an insured depository institution that is significantly undercapitalized or is undercapitalized and either fails to submit an acceptable capital restoration plan within the time period allowed or fails in any material respect to implement a capital restoration plan accepted by the appropriate federal banking agency to take one or more of the following actions: (i) sell enough shares, including voting shares, to become adequately capitalized; (ii) merge with (or be sold to) another institution (or holding company), but only if grounds exist for appointing a conservator or receiver; (iii) restrict certain transactions with banking affiliates as if the "sister bank" requirements of Section 23A of the Federal Reserve Act ("FRA") did not exist; (iv) otherwise restrict transactions with bank or non-bank affiliates; (v) restrict interest rates that the institution pays on deposits to "prevailing rates" in the institution's region; (vi) restrict asset growth or reduce total assets; (vii) alter, reduce or terminate activities; (viii) hold a new election of directors; (ix) dismiss any director or senior executive officer who held office for more than 180 days immediately before the institution became undercapitalized; (x) employ qualified senior executive officers; (xi) cease accepting deposits from correspondent depository institutions; (xii) divest certain non-depository affiliates which pose a danger to the institution; (xiii) be divested by a parent holding company; and (xiv) take any other action which the agency determines would better carry out the purposes of the prompt corrective action provisions. |
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