UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-Q





x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarterly period ended July 1, 2012


OR




 ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934




FOR THE TRANSITION PERIOD FROM              TO




COMMISSION FILE NUMBER 0-31051





SMTC CORPORATION


(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)







DELAWARE
98-0197680(STATE OR OTHER JURISDICTION OF

INCORPORATION OR ORGANIZATION)
(I.R.S. EMPLOYER

IDENTIFICATION NO.)




635 HOOD ROAD


MARKHAM, ONTARIO, CANADA L3R 4N6


(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)




(905) 479-1810


(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  x    No   ̈




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See: definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act.




Large Accelerated Filer     ̈        Accelerated Filer     ̈        Non-accelerated Filer     ̈        Smaller reporting company    x




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x




As of August 1, 2012, SMTC Corporation had 16,300,573 shares of common stock, par value $0.01 per share, and one share of special voting stock, par value $0.01 per share, outstanding.





SMTC CORPORATION




Table of Contents





PART I FINANCIAL INFORMATION
3Item 1
Financial Statements
3Consolidated Balance Sheets
3Consolidated Statements of Operations and Comprehensive Income
4Consolidated Statements of Changes in Shareholders’ Equity
5Consolidated Statements of Cash Flows
6Notes to Consolidated Financial Statements
7Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
18Item 3
Quantitative and Qualitative Disclosures about Market Risk
22Item 4T
Controls and Procedures
23PART II OTHER INFORMATION
23Item 1A
Risk factors
23Item 6
Exhibits
24





2





Part I FINANCIAL INFORMATION




Item 1 Financial Statements




Consolidated Balance Sheets as of:


(Expressed in thousands of U.S. dollars)


(Unaudited)





July 1, 2012


January 1, 2012AssetsCurrent assets:Cash

$
2,369


$
2,635Accounts receivable—net (note 3)


39,846



37,904Inventories (note 3)


60,700



52,648Prepaid expenses


3,012



1,638Current portion of deferred income taxes


278



278106,205



95,103Property, plant and equipment—net (note 3)


18,220



15,355Deferred financing costs—net (note 3)


711



916Deferred income taxes (note 6)


2,935



2,922$
128,071


$
114,296Liabilities and Shareholders’ EquityCurrent liabilities:Accounts payable

$
48,029


$
46,352Accrued liabilities (note 3)


8,276



10,164Income taxes payable


108



367Current portion of long-term debt (note 4)


3,705



4,014Current portion of capital lease obligations


1,607



1,44961,725



62,346Long-term debt (note 4)


24,015



15,233Capital lease obligations


2,136



2,150Contingencies (note 10)Shareholders’ equity:Capital stock (note 5)


389



5,631Additional paid-in capital


263,220



257,583Deficit


(223,414
)


(228,647
)40,195



34,567$
128,071


$
114,296





See accompanying notes to consolidated financial statements.




3





Consolidated Statements of Operations and Comprehensive Income




(Expressed in thousands of U.S. dollars, except number of shares and per share amounts)


(Unaudited)




Three months ended


Six months endedJuly 1, 2012


July 3, 2011


July 1, 2012


July 3, 2011Revenue

$
75,117


$
48,838


$
147,574


$
105,161Cost of sales (note 11)


67,836



44,188



132,768



95,397Gross profit


7,281



4,650



14,806



9,764Selling, general and administrative expenses


4,392



3,405



8,361



6,918Contingent consideration (note 12)


(650
)


—



(650
)


—Restructuring charges (note 9)


—



1,743



451



2,107Operating earnings (loss)


3,539



(498
)


6,644



739Interest expense (note 3)


542



369



1,005



655Earnings (loss) before income taxes


2,997



(867
)


5,639



84Income tax expense (note 6)Current


166



136



419



363Deferred


33



(9
)


(13
)


(30
)199



127



406



333Net earnings (loss), also being comprehensive income (loss)


2, 798



(994
)


5,233



(249
)Earnings (loss) per share of common stock:BasicBasic

$
0.17


$
(0.06
)

$
0.32


$
(0.02
)Diluted

$
0.17


$
(0.06
)

$
0.32


$
(0.02
)Weighted average number of shares outstanding (note 7):Basic


16,300,574



15,962,945



16,266,077



16,070,511Diluted


16,459,872



15,962,945



16,406,881



16,070,511





See accompanying notes to consolidated financial statements.




4





Consolidated Statements of Changes in Shareholders’ Equity


(Expressed in thousands of U.S. dollars)





Three months ended July 1, 2012 and July 3, 2011


(Unaudited)





Capital stock


Additional paid-in

capital


Deficit


Total Shareholders’

equityBalance, January 1, 2012

$
5,631


$
257,583


$
(228,647
)

$
34,567Stock-based compensation


—



202



—



202Conversion of shares from exchangeable to common stock


(5,243
)


5,243



—



—Exercise of stock options


1



192



—



193Net income


—



—



5,233



5,233Balance, July 1, 2012

$
389


$
263,220


$
(223,414
)

$
40,195
  Capital stock


Additional paid-in

capital


Deficit


Total Shareholders’

equityBalance, January 2, 2011

$
5,903


$
256,723


$
(229,797
)

$
32,829Stock-based compensation


—



90



—



90Conversion of shares from exchangeable to common stock


(48
)


48



—



—Exercise of stock options


3



295



—



298Net loss


—



—



(249
)


(249
)Balance, July 3, 2011

$
5,858


$
257,156


$
(230,046
)

$
32,968




See accompanying notes to consolidated financial statements.




5





Consolidated Statements of Cash Flows


(Expressed in thousands of U.S. dollars)


(Unaudited)





Three months ended


Six months endedJuly 1, 2012


July 3, 2011


July 1, 2012


July 3, 2011Cash provided by (used in):Operations:Net earnings (loss)

$
2,798


$
(994
)

$
5,233


$
(249
)Items not involving cash:Depreciation


772



692



1,524



1,355Unrealized (gain) loss on derivative financial instrument (note 11)


455



—



(7
)


—Deferred income taxes


33



(9
)


(13
)


(30
)Non-cash interest


101



53



205



109Stock-based compensation


101



14



202



69Contingent consideration


(650
)


—



(650
)


—Change in non-cash operating working capital:Accounts receivable


2,620



6,697



(1,942
)


5,867Inventories


(5,742
)


8,516



(8,052
)


7,814Prepaid expenses


(540
)


688



(1,374
)


950Income taxes payable


60



(21
)


(259
)


(45
)Accounts payable


5,692



(12,726
)


1,677



(15,738
)Accrued liabilities


(806
)


795



(1,231
)


(3,180
)4,894



3,705



(4,687
)


(3,078
)Financing:Increase (decrease) in revolving debt


(1,502
)


(4,338
)


10,634



4,001Repayment of long-term debt


(926
)


—



(2,161
)


—Principal payment of capital lease obligations


(402
)


(376
)


(904
)


(832
)Proceeds from sales leaseback


—



—



170



—Proceeds from issuance of common stock


—



35



193



298(2,830
)


(4,679
)


7,932



3,467Investing:Purchase of property, plant and equipment


(1,812
)


(190
)


(3,511
)


(309
)(1,812
)


(190
)


(3,511
)


(309
)Increase (decrease) in cash


252



(1,164
)


(266
)


80Cash, beginning of period


2,117



2,177



2,635



933Cash, end of the period

$
2,369


$
1,013


$
2,369


$
1,013Supplemental InformationCash interest paid

$
375


$
313


$
776


$
559Cash taxes paid – net

$
120


$
170


$
628


$
449Property, plant and equipment acquired through capital lease

$
478


$
—


$
1,048


$
1,466





See accompanying notes to consolidated financial statements.




6





Notes to Consolidated Financial Statements




1. Nature of the business




SMTC Corporation (the “Company”) is a worldwide provider of advanced electronics manufacturing services to original equipment manufacturers. The Company services its customers through manufacturing and technology centers located in the United States, Canada, Mexico and China. The Company has a manufacturing relationship with Alco Electronics Ltd. (“Alco”), a Hong Kong-headquartered, publicly-traded company with large scale manufacturing operations in China. All facilities provide a full suite of integrated manufacturing services including assembly, testing, box build, final product integration, and expanded supply chain capabilities. In addition, the Company operates an international sourcing and procurement office.




The unaudited interim consolidated financial statements of the Company have been prepared in accordance with the accounting principles and methods of application disclosed in the audited consolidated financial statements within the Company’s Form 10-K for the fiscal period ended January 1, 2012, (“Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on March 8, 2012, except as described in Note 2. The accompanying unaudited interim consolidated financial statements include adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation under generally accepted accounting principles in the United States (“U.S. GAAP”). These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the period ended January 1, 2012.




2. Recent accounting pronouncements




a) In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No.2011-04, “Fair Value Measurement” (Topic 820) — Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). The amendments in this ASU change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend for the amendments in this ASU to result in a change in the application of the requirements in Topic 820. Some of the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements. Other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this ASU are to be applied prospectively for interim and annual periods beginning after December 15, 2011. The adoption of ASU 2011-04 did not have an impact on our consolidated financial statements.




b) In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income” (Topic 220) — Presentation of Comprehensive Income (ASU 2011-05), to require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards update no. 2011-05 (ASU 2011-12), which defers the effective date of ASU 2011-05 only with respect to reclassification adjustments out of accumulated other comprehensive income. ASU  2011-05 as amended by ASU 2011-12 is effective for us in our first quarter of fiscal 2012 and has been applied retrospectively. The adoption of ASU 2011-05 as amended by ASU 2011-12 did not have an impact on our consolidated financial statements.




c) In December 2011, the FASB issued ASU No. 2011-11, “Balance Sheet” (Topic 210) – Disclosures about Offsetting Assets and Liabilities (ASU 2011-12).The amendments in this update require an entity that has financial instruments and derivative instruments that are either 1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or 2) subject to an enforceable master netting arrangement or similar agreement, to disclose information about offsetting and related arrangements. The amendments in this ASU will be required for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Required disclosures should be presented retrospectively for all comparative periods. We are currently evaluating the impact of the adoption of ASU 2011-11 on our consolidated financial statements.




7




3. Consolidated financial statement details




The following consolidated financial statement details are presented as of the period ended for the consolidated balance sheets and for the periods ended for each of the consolidated statements of operations and comprehensive income.




Consolidated balance sheets




Accounts receivable – net:




July 1, 2012


January 1, 2012Accounts receivable

$
39,864


$
37,959Allowance for doubtful accounts


(18
)


(55
)Accounts receivable—net

$
39,846


$
37,904




Inventories:




July 1, 2012


January 1, 2012Raw materials

$
38,697


$
37,438Work in process


16,061



9,716Finished goods


4,520



4,047Parts


1,422



1,447Inventories

$
60,700


$
52,648




Property, plant and equipment – net:







July 1, 2012


January 1,2012Cost:Land

$
1,648


$
1,648Buildings


9,878



9,878Machinery and equipment (a)


39,209



35,743Office furniture and equipment


2,478



2,417Computer hardware and software (b)


9,997



9,365Leasehold improvements


3,505



3,27566,715



62,326Less accumulated depreciation:Land


—



—Buildings


(6,051
)


(5,795
)Machinery and equipment (a)


(27,883
)


(26,833
)Office furniture and equipment


(2,366
)


(2,350
)Computer hardware and software (b)


(9,156
)


(9,001
)Leasehold improvements


(3,039
)


(2,992
)(48,495
)


(46,971
)Property, plant and equipment—net

$
18,220


$
15,355







(a) Included within machinery and equipment were assets under capital leases with costs of $6,112 and $5,569 as at July 1, 2012 and January 1, 2012, respectively and associated accumulated depreciation of $1,424 and $1,088 as of July 1, 2012 and January 1, 2012, respectively. The related depreciation expense for the three months ended July 1, 2012 and July 3, 2011 were $176 and $140, respectively. Related depreciation expense for the six months ended July 1, 2012 and July 3, 2011 was $343 and $355, respectively.


(b) Included within computer hardware and software were assets under capital leases with costs of $400 and associated accumulated depreciation of $56 as at July 1, 2012.  There were no computer hardware and software under capital leases as at January 1, 2012.  The related depreciation expense for the three months ended July 1, 2012 and July 3, 2011 was $34 and $21, respectively. Related depreciation for the six months ended July 1, 2012 and July 3, 2011 was $56 and $43, respectively.


(c) Included within leasehold improvements were assets under capital leases with costs of $73 and associated accumulated depreciation of $3 as at July 1, 2012.  There were no leasehold improvements under capital leases as at January 1, 2012.  The related depreciation expense for the three and six months ended July 1, 2012 was $3.




8





Deferred financing costs:





July 1, 2012


January 1,2012Deferred financing costs

$
1,356


$
1,356Accumulated amortization


(645
)


(440
)$
711


$
916




Accrued liabilities:





July 1, 2012


January 1, 2012Customer related

$
1,591


$
1,892Payroll


3,236



3,169Professional services


395



485Vendor related


278



722Interest and financing related


133



127Restructuring (note 9)


575



915Acquisition related


1,179



2,400Other


889



454Accrued liabilities

$
8,276


$
10,164




Consolidated statements of operations and comprehensive income




Interest expense:





Three months ended


Six months endedJuly 1,

2012


July 3,

2011


July 1,

2012


July 3,

2011Long-term debt

$
494


$
317


$
888


$
565Obligations under capital leases


48



51



117



90Interest expense

$
542


$
369


$
1,005


$
655




4. Long-term debt





July 1, 2012


January 1, 2012Revolving

$
23,088


$
12,454Term


4,632



6,79327,720



19,247Less: Current portion of long-term debt


(3,705
)


(4,014
)Long-term debt

$
24,015


$
15,233




On September 22, 2011, the Company signed a Revolving Credit and Security Agreement with PNC Bank, National Association and its Canadian branch (collectively, “PNC”). This revolving credit facility (the “PNC Facility”) replaced the previous revolving loan agreement with Wells Fargo Capital Finance Corporation (“Wells Fargo”) and has a term of three years. The Company continues to have a term debt facility with Export Development Canada (“EDC”, and the “EDC Facility”), and on September 22, 2011 signed an amendment to its agreement with EDC to accommodate the change in revolving credit lender, but is otherwise largely unchanged from the existing agreement.




9




The maximum amount of funds available under the PNC Facility is $45 million. Availability under the revolving credit facility is subject to certain borrowing base conditions based on the eligible inventory and accounts receivable. Advances made under the revolving credit facility will bear interest at the base commercial lending rate of PNC in the respective country, which should approximate prime rate.The EDC Facility bears interest at LIBOR plus 2.5% to 3.5% depending on the achievement of financial performance levels as specified in the amended debt agreement.




The Company incurred costs of $997 in 2011 (2012 – nil) related to the PNC Facility and the amended EDC Facility. These costs were recorded as a non-current deferred charge and are being amortized over the terms of the respective debt agreements.




Remaining principal repayments of the term loan from EDC consist of five quarterly installments of $926 until the maturity date of August 13, 2013.




The PNC Facility and EDC Facility are jointly and severally guaranteed by the Company and secured by the assets and capital stock of each of the Company’s subsidiaries and its future subsidiaries.




The Company is required to use a “lock-box” arrangement, whereby remittances from customers are swept daily to reduce the borrowings under the revolving credit facilities, for which events of default are objectively determined.




At July 1, 2012, included in the revolving debt balance was a Canadian dollar denominated debt balance of $3,693. At January 1, 2012, there was a Canadian dollar denominated debt balance of $1,312.




The Company is in compliance with the financial covenants included in the PNC Facility and the EDC Facility as at July 1, 2012 and management believes that the Company will be in compliance with these covenants for at least the next twelve months. Continued compliance with its covenants, however, is dependent on the Company achieving certain forecasts. Market conditions have been difficult to predict and there is no assurance that the Company will achieve its forecasts. In the event of non-compliance, the Company’s lenders have the right to demand repayment of the amounts outstanding under the lending agreements or pursue other remedies or, if the Company can reach an agreement with its lenders, to amend or waive the financial covenants.




5. Capital stock




Common shares




Authorized share capital:




The authorized share capital of the Company at July 1, 2012 and January 1, 2012 consisted of:




(i) 26,000,000 shares of common stock, par value $0.01 per share: Holders are entitled to one vote per share and the right to share in dividends pro rata subject to any preferential dividend rights of any then outstanding preferred stock.




(ii) 5,000,000 shares of special voting stock, par value $0.01 per share: From time to time the Company may issue special voting stock in one or more series and will fix the terms of that series at the time it is created.




Issued and outstanding:




The issued and outstanding number of common shares included in shareholders’ equity consisted of the following as of July 1, 2012:




Number

of shares



$Common StockExchangeable shares:Balance at beginning of the six month period


554,748


$
5,249Shares retired pursuant to:Conversion to common stock


(554,748
)


(5,249
)Balance at end of the period


—


$
—Common shares:Balance at beginning of the six month period


15,651,026


$
382Shares issued pursuant to:Exercise of stock options


94,799



1Conversion of exchangeable shares


554,748



6Balance at end of the period


16,300,573


$
389Special voting stock:Balance at beginning of the six month period


1


$
—Balance at end of the period


1


$
—Total Common stock


16,300,574


$
389




10




Exchangeable shares:




Exchangeable shares of SMTC Manufacturing Corporation of Canada (“SMTC Canada”), an indirect subsidiary of the Company, could be exchanged on a one-for-one basis for one share of the common stock of the Company. Each exchangeable share of SMTC Canada, as nearly as practicable, was intended to be the economic equivalent of a share of common stock of the Company and holders of the exchangeable shares of SMTC Canada were able to exercise essentially the same voting rights with respect to the Company as they would have if they had exchanged their exchangeable shares of SMTC Canada for common stock of the Company. Upon the earlier of July 27, 2015, or the number of outstanding exchangeable shares falling below 500,000, subject to certain adjustment and acceleration provisions, SMTC Canada had the right to exchange all of the outstanding exchangeable shares by delivering common shares of the Company on a one-for-one basis. During the three month period ended April 1, 2012, the number of outstanding exchangeable shares fell below 500,000. On May 25, 2012, SMTC Canada exercised its aforementioned rights, and converted all outstanding exchangeable shares to common shares of SMTC.





Stock options




For information regarding the Company’s stock option arrangements, see Note 6 of Form 10-K. There were no stock options granted during the three or six month periods ended July 1, 2012. The Company generally issues new shares when options are exercised. A summary of stock option activity for the six month period ended July 1, 2012 is as follows:





Number

of options


Weighted

average

exercise

price


Aggregate

intrinsic

value


Weighted

average

remaining

contractual

term (years)Outstanding at January 1, 2012


1,202,826


$
2.82Options exercised


(94,799
)

$
1.52Options forfeited or cancelled


(10,600
)

$
21.36Outstanding at July 1, 2012


1,097,427


$
2.71


$
737



3.9Exercisable at July 1, 2012


256,595


$
2.29


$
27



2.8




During the three month periods ended July 1, 2012 and July 3, 2011, the Company recorded stock-based compensation expense and a corresponding increase in additional paid-in capital of $101 and $14, respectively. During the six month periods ended July 1, 2012 and July 3, 2011, the Company recorded stock-based compensation expense and a corresponding increase in additional paid-in capital of $202 and $90, respectively. At July 1, 2012, compensation expense of $645 related to non-vested stock options had not been recognized.




Deferred share units




In previous periods, Deferred Share Units were granted to directors and the former Chief Executive Officer of the Company as remuneration. No deferred share units were granted in the three or six months ended July 1, 2012 or July 3, 2011. There were no deferred share units outstanding at either January 1, 2012 or July 1, 2012. Cash payments of $128 were made for 46,688 deferred share units during the six months ended July 3, 2011. There were no cash payments made during the three or six months ended July 1, 2012 or the three months ended July 3, 2011.




Deferred Share Unit compensation recovery for the six months ended July 3, 2011 was $21 reflecting mark-to-market adjustments.   There will be no further Deferred Share Unit compensation recoveries or expenses subsequent to the first quarter of 2011 since there are no deferred share units outstanding.




11




6.        Income taxes





During the three months ended July 1, 2012 and July 3, 2011, respectively, the Company recorded a net income tax expense of $199 and $127, primarily related to minimum taxes and taxes on profits in certain jurisdictions, combined with foreign exchange revaluation. During the six months ended July 1, 2012 and July 3, 2011, respectively, the Company recorded a net income tax expense of $406 and $333, primarily related to minimum taxes and taxes on profits in certain jurisdictions, combined with foreign exchange revaluation.




At January 1, 2012, the Company had total net operating loss (“NOL”) carry forwards of $107,833, which will expire in the years presented below:




2012

$
1,2602014


10,2782015


4,1542018


1,0782019


602020


302021


11,3652022


16,2072023


27,2702025-2031


36,131$
107,833


At July 1, 2012 and January 1, 2012, the Company had gross unrecognized tax benefits of $269 and $274, respectively, which if recognized, would favorably impact the Company’s effective tax rate in future periods. The change during the period relates to foreign exchange revaluation of existing uncertain tax positions. The Company does not expect any of these unrecognized tax benefits to reverse in the next twelve months.




Tax years 2008 to 2011 remain open for review by the tax authorities in Canada. Tax years 2004 and 2008 to 2011 remain open in the United States.




The Company accounts for interest and penalties related to unrecognized tax benefits in income tax expense based on the likelihood of the event and its ability to reasonably estimate such amounts. The Company has approximately $55 and $48 accrued for interest and penalties as of July 1, 2012 and January 1, 2012, respectively. The change is primarily due to the recording of incremental interest on existing uncertain positions for the period and foreign exchange revaluation.




In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Management considers the scheduled reversal of deferred tax liabilities, change of control limitations, projected future taxable income and tax planning strategies in making this assessment. Guidance under ASC 740, “Income Taxes”, states that forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence, such as cumulative losses in recent years in the jurisdictions to which the deferred tax assets relate. At the end of the second quarter of 2003, the Company concluded that given the weakness and uncertainty in the economic environment at that time, it was appropriate to establish a full valuation allowance for the deferred tax assets. Commencing in 2004, it was determined by management that it was more likely than not that the deferred tax assets associated with the Mexican jurisdiction would be realized and no valuation allowance has been recorded against these deferred tax assets since 2004.  In 2010, it was determined by management that it was more likely than not that certain deferred tax assets associated with the U.S. jurisdiction would be realized and no valuation allowance has been recorded against these deferred tax assets. The Canadian jurisdiction continues to have a full valuation allowance recorded against the deferred tax assets.





7.        Earnings per common share




The following table details the weighted average number of common shares outstanding for the purposes of computing basic and diluted earnings per common share for the following periods:




Three months ended


Six months ended(Number of common shares)

July 1,

2012


July 3,

2011


July 1,

2012


July 3,

2011Basic weighted average shares outstanding


16,300,574



15,962,945



16,266,077



16,070,511Dilutive stock options(a) (b)


159,298



—



140,804



—Diluted weighted average shares outstanding


16,459,872



15,962,945



16,406,881



16,070,511




(a) For the three and six months ended July 1, 2012, as a result of net earnings from continuing operations, dilutive options were determined using the treasury stock method, using an average share price of $3.48 and $3.32  per share, respectively. For the three and six months ended July 1, 2012, the calculation did not include 43,600 and 317,100 stock options, respectively, as the effect would have been anti-dilutive.


(b) As a result of the net loss from continuing operations for the three and six months ended July 3, 2011, diluted earnings per share was calculated using the basic weighted average shares outstanding as the effect of potential common shares would have been anti-dilutive.





12




8. Segmented information




General description




The Company derives its revenue from one dominant industry segment, the electronics manufacturing services industry. The Company is operated and managed geographically and has facilities in the United States, Canada, Mexico and China. The Company monitors the performance of its geographic operating segments based on adjusted EBITDA (earnings before restructuring charges, loss on extinguishment of debt, acquisition costs, interest, taxes, depreciation and amortization). Intersegment adjustments reflect intersegment sales that are generally recorded at prices that approximate arm’s-length transactions. In assessing the performance of the operating segments management attributes revenue to the operating segment which ships the product to the customer. In the three and six month periods ended July 3, 2011, the segment measure of profitability previously reported on was adjusted EBITA (earnings before restructuring charges, loss on extinguishment of debt, interest, taxes and amortization). The measure was changed in the third quarter of 2011 to provide a more cash-flow based measure of performance that the chief operating decision makers use in evaluating the business. Information for prior periods has been restated to reflect the updated measure. Information about the operating segments is as follows:




Three months ended


Six months endedJuly 1,

2012


July 3,

2011


July 1,

2012


July 3,

2011Revenues from continuing operationsMexico

$
42,667


$
27,713


$
84,768


$
61,892China


15,854



10,622



27,241



18,956Canada


10,563



9,392



19,055



20,910U.S.


12,236



2,842



25,612



6,836Total

$
81,320


$
50,569


$
156,676


$
135,346Intersegment revenueMexico

$
(1,279
)

$
(301
)

$
(2,248
)

$
(644
)China


(1,160
)


(189
)


(1,915
)


(189
)Canada


(2,058
)


(1,232
)


(2,803
)


(2,546
)U.S.


(1,706
)


(9
)


(2,137
)


(17
)Total

$
(6,203
)

$
(1,731
)

$
(9,103
)

$
(3,396
)Net external revenue from continuing operationsMexico

$
41,388


$
27,412


$
82,520


$
61,248China


14,694



10,433



25,326



18,730Canada


8,505



8,160



16,252



18,364U.S.


10,530



2,833



23,475



6,819Total

$
75,117


$
48,838


$
147,574


$
105,161Adjusted EBITDAMexico

$
2,905


$
2,498


$
6,940


$
5,255China


735



305



1,421



339Canada


(650
)


(607
)


(1,662
)


(1,112
)U.S.


1,321



(259
)


1,920



(281
)Total

$
4,311


$
1,937


$
8,619


$
4,201Interest


542



369



1,005



655Restructuring charges


—



1,743



451



2,107Depreciation


772



692



1,524



1,355Earnings (loss) before income taxes

$
2,997


$
(867
)

$
5,639


$
84





13





Additions to Property, Plant and Equipment




The following table contains additions, including those acquired through capital leases, to property, plant and equipment for the three and six months ended July 1, 2012 and July 3, 2011:





Three months ended


Six months endedJuly 1,

2012


July 3,

2011


July 1,

2012


July 3,

2011Mexico

$
435


$
52


$
1,704


$
547China


1,673



—



1,676



—Canada


90



62



591



1,108U.S.


92



76



418



120Total

$
2,290


$
190


$
4,389


$
1,775




Long-lived assets (a)




July 1,

2012


January 1,

2012Mexico

$
10.739


$
10,170China


2,257



631Canada


3,012



2,686U.S.


2,212



1,868Total

$
18,220


$
15,355





(a) Long-lived assets information is based on the principal location of the asset.  In the three months ended July 1, 2012 long-lived assets of $1,500 were purchased from Alco Electronics Ltd. in China.




Geographic revenues




The following table contains geographic revenues based on the product shipment destination, for the three and six months ended July 1, 2012 and July 3, 2011:




Three months ended


Six months endedJuly 1,

2012


July 3,

2011


July 1,

2012


July 3,

2011U.S.

$
54,989


$
27,522


$
105,201


$
62,698Canada


15,520



16,991



33,007



31,964Europe


4,474



3,004



8,984



7,387Asia


127



1,301



334



3,089Mexico


7



20



48



23Total

$
75,117


$
48,838


$
147,574


$
105,161




Significant customers and concentration of credit risk:




Sales of the Company’s products are concentrated in certain cases among specific customers in the same industry. The Company is subject to concentrations of credit risk in trade receivables. The Company considers concentrations of credit risk in establishing the allowance for doubtful accounts and believes the recorded allowances are adequate.




The Company expects to continue to depend upon a relatively small number of customers for a significant percentage of its revenue. In addition to having a limited number of customers, the Company manufactures a limited number of products for each customer. If the Company loses any of its larger customers or any product line manufactured for one of its larger customers, it could experience a significant reduction in revenue. Also, the insolvency of one or more of its larger customers or the inability of one or more of its larger customers to pay for its orders could decrease revenue. As many costs and operating expenses are relatively fixed, a reduction in net revenue can decrease profit margins and adversely affect the business, financial condition and results of operations.




During the three months ended July 1, 2012, two customers individually comprised 31.8% and 16.4% (July 3, 2011– three customers 16.1%, 15.3% and 10.1%) of total revenue across all geographic segments. During the six months ended July 1, 2012 two customers individually comprised 33.0% and 14.6% (July 3, 2011 – four customers 15.7%, 12.5%, 12.5% and 10.0%) of total revenue from continuing operations across all geographic segments.  As of July 1, 2012, these customers represented 28.6%, and 7.6%, respectively, (January 1, 2012, 22%, 4%, and 11%, respectively) of the Company’s accounts receivable.




14





9. Restructuring charges




During the first quarter of 2012 the Company executed its 2012 Plan to combine the operations of the San Jose and ZF Array Technologies (“ZF Array”) facilities into one facility.  The Company recorded restructuring charges of $451, consisting of severance costs of $196 and facility exit costs of $255. Staff levels were reduced by approximately 16 full-time equivalents (“FTEs”).




The following table details the change in restructuring accrual for the six months ended July 1, 2012, relating to the 2011 Plan:




Severance2011 PlanBalance as at January 1, 2012

$
915Payments


(409
)Balance as at April 1, 2012


506Payments


(186
)Balance as at July 1, 2012

$
320




Remaining accrued amounts relating to the 2011 Plan consist of severance payments of $320 in Canada that are expected to be paid out by the end of fiscal 2012 through a drawdown on the revolving credit facilities.




The following table details the change in restructuring accrual for the six months ended July 1, 2012, relating to the 2012 Plan:




Severance


Facilityexit costs


Total2012 PlanBalance as at January 1, 2012

$
—


$
—


$
—Charges


196



255



451Payments


(126
)


—



(126
)Balance as at April 1, 2012

$
70


$
255


$
325Payments


(70
)


—



(70
)Balance as at July 1, 2012

$
—


$
255


$
255




Remaining accrued amounts relating to the 2012 Plan in the United States that are expected to be paid out by the end of fiscal 2012 through a drawdown on the revolving credit facilities.




10. Contingencies




In the normal course of business, the Company may be subject to litigation and claims from customers, suppliers and former employees. Management believes that adequate provisions have been recorded in the financial statements, as required. Although it is not possible to estimate the extent of potential costs, if any, management believes that ultimate resolution of such contingencies would not have a material adverse effect on the financial position, results of operations and cash flows of the Company.




15




11. Derivative financial instruments




The Company has entered into forward foreign exchange contracts to reduce its exposure to foreign exchange currency rate fluctuations related to forecasted Canadian dollar denominated payroll, rent and utility cash flows for the next eight months, and Mexican peso denominated payroll, rent and utility cash flows for the next eleven months. These contracts were effective as hedges from an economic perspective, but did not meet the requirements for hedge accounting under ASC 815 “Derivatives and Hedging”. Accordingly, changes in the fair value of these contracts were recognized into net income in the consolidated statement of operations and comprehensive income. The Company does not enter into forward foreign exchange contracts for trading or speculative purposes.




The following table presents a summary of the outstanding foreign currency forward contracts as at July 1, 2012:




Currency
Buy/Sell
Foreign Currency Amount

Notional Contract Value in USDCanadian Dollar
Buy
CAD 20,100


$19,653Mexican Peso
Buy
MXN 218,638


$16,550




The unrealized loss recognized in earnings as a  result of revaluing the instruments to fair value on July 1, 2012 was $455 for the quarter, and the unrealized gain for the six month period ended July 1, 2012 was $7, which were included in cost of sales in the statement of operations and comprehensive income. The realized gain on these contracts for the quarter was $49 and for the six month period was $436, and is included as a component of cost of sales, in the consolidated statement of operations and comprehensive income.  Fair value was determined using the market approach with valuation based on market observables (Level 2 quantitative inputs in the hierarchy set forth under ASC 820). The Company did not enter into any derivative financial instruments contracts during the second quarter of 2011.




The following table presents the fair value of the Company’s derivative instruments located on the consolidated balance sheet as at the following dates:




July 1,

2012


January 1,

2012Prepaid Expenses

$
129


$
190Accrued Liabilities


(164
)


(233
)Net unrealized gain on derivative financial instruments

$
(35
)

$
(43
)




12. Acquisitions


Upon the acquisition of ZF Array on August 31, 2011, the Company accrued $2.4 million for contingent consideration. Contingent consideration is based on financial performance of the acquired company’s operations for a 24-month period following the acquisition date, to a maximum of $2.4 million. Based on the results to date and anticipated future performance it is evident that the maximum amount will not be earned; fair value of the contingent consideration liability was reduced during the three months ended July 1, 2012 resulting in recognition of a gain of $650.




16





Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations




Where we say “we”, “us”, “our”, the “Company” or “SMTC”, we mean SMTC Corporation or SMTC Corporation and its subsidiaries, as it may apply. Where we refer to the “industry”, we mean the electronics manufacturing services industry.




You should read this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in combination with the accompanying unaudited interim consolidated financial statements and related notes as well as the audited consolidated financial statements and the accompanying notes to the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) included within the Company’s Annual Report on Form 10-K filed on March 8, 2012. The forward-looking statements in this discussion regarding the electronics manufacturing services industry, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion include numerous risks and uncertainties, some of which are as described in the “Risk Factors That May Affect Future Results” section in the Annual Report on Form 10-K filed on March 8, 2012, as updated by Item 1A in Part II of this quarterly report. Certain statements in this MD&A contain words such as “could”, “expects”, “may”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “envisions”, “seeks” and other similar language and are considered forward looking statements or information under applicable securities laws. These statements are based on our current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which we operate. These statements are subject to important assumptions, risks and uncertainties, which are difficult to predict and the actual outcome may be materially different. Although we believe expectations reflected in such forward-looking statements are reasonable based upon the assumptions in this MD&A, they may prove to be inaccurate and consequently our actual results could differ materially from our expectations set out in this MD&A. We may not update these forward-looking statements after the date of this Form 10-Q, even though our situation may change in the future. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.




This MD&A contains discussion in U.S. dollars unless specifically stated otherwise.





Background




SMTC Corporation is a mid-tier provider of end-to-end electronics manufacturing services, or EMS, including product design and sustaining engineering services, printed circuit board assembly, or PCBA, production, enclosure fabrication, systems integration and comprehensive testing services. SMTC facilities span a broad footprint in the United States, Canada, Mexico, and China, with approximately 1,875 full-time employees. SMTC’s services extend over the entire electronic product life cycle from the development and introduction of new products through to growth, maturity and end-of-life phases. SMTC offers fully integrated contract manufacturing services with a distinctive approach to global original equipment manufacturers, or OEMs, and technology companies primarily within the industrial, computing and networking, communications, and medical market segments.




Developments in 2012




Revenue increased in the second quarter of 2012 by $26.3 million to $75.1 million compared to $48.8 million for the second quarter of 2011 mainly due to an increase in revenue for two of the Company’s long-standing customers, combined with revenue generated from new customers.  This was the first time since 2003 that the Company generated revenue exceeding $70 million per quarter for three consecutive quarters.




For the quarter ended July 1, 2012, the Company recorded net income of $2.8 million compared to a net loss of $1.0 million for the comparative period in the prior year. This was due to an increase in revenue levels and the resulting impact on the ability to cover fixed costs.




Upon the acquisition of ZF Array on August 31, 2011, the Company accrued $2.4 million for contingent consideration. Contingent consideration is based on financial performance of the acquired company’s operations for a 24-month period following the acquisition date, to a maximum of $2.4 million. Based on the results to date and anticipated future performance it is evident that the maximum amount will not be earned; fair value of the contingent consideration liability was reduced during the three months ended July 1, 2012 resulting in recognition of a gain of $0.7 million.




Net cash provided by operating activities during the second quarter of 2012 was $4.9 million mainly driven by net income generated by the Company, an increase in accounts payable and decrease in accounts receivable slightly offset by an increase in inventory, resulting in a reduction of long term debt of $2.4 million from the prior quarter.




17




Results of Operations




The consolidated financial statements of SMTC are prepared in accordance with U.S. GAAP.




Quarter ended July 1, 2012 compared with the quarter ended July 3, 2011:




The following table sets forth summarized operating results in millions of US$ for the periods indicated:




Three months ended

July 1, 2012


Three months ended

July 3, 2011


Change

2012 to 2011$


%


$


%


$


%Revenue

$
75.1



100.0
%

$
48.8



100.0
%

$
26.3



53.9
%Cost of sales


67.8



90.3
%


44.2



90.5
%


23.6



53.4
%Gross profit


7.3



9.7
%


4.6



9.5
%


2.7



58.7
%Selling, general and administrative expenses


4.4



5.9
%


3.4



7.0
%


1.0



29.4
%Contingent consideration


(0.7
)


(0.9
)%


—



0.0
%


(0.7
)


—Restructuring charges


—



0.0
%


1.7



3.5
%


(1.7
)


—Operating earnings


3.6



4.7
%


(0.5
)


(1.0
)%


4.1



820.0
%Interest expense


0.6



0.7
%


0.4



0.8
%


0.2



50.0
%Earnings before income taxes


3.0



4.0
%


(0.9
)


(1.8
)%


3.9



433.3
%Income tax expenseCurrent


0.2



0.3
%


0.1



0.2
%


0.1



100.0
%Deferred


—



0.0
%


—



0.0
%


—



—0.2



0.3
%


0.1



0.4
%


0.1



100.0
%Net earnings

$
2.8



3.7
%

$
(1.0
)


(2.0
)%

$
3.8



380.0
%




Revenue




Revenue increased $26.3 million, or 53.9%, from $48.8 million for the second quarter of 2011 to $75.1 million for the second quarter of 2012 mainly due to an increase in revenue for two of the Company’s long-standing customers, combined with revenue generated from new customers.  New customers have contributed $8.3 million in increased revenue, more than offsetting attrition.




During the second quarter of 2012, revenue from the industrial sector increased to $60.1 million compared with $32.1 million for the same period in 2011, mainly due to the increase from two customers described above and revenue generated from new customers. Revenue from the industrial sector as a percentage of total revenue increased to 80.0% in the first quarter of 2012 compared with 65.7% in the second quarter of 2011.




Revenue from the communications sector increased in the second quarter of 2012 to $4.7 million compared to $3.8 million for the second quarter of 2011. The increase was due to two new customers in 2012 slightly offset by a decrease in one existing customer. However,  due to larger increase in the industrial sector in the second quarter in 2012, as a percentage of total revenue this sector decreased to 6.2% of revenue compared to 7.7% in the second quarter in 2011.




Revenue from the networking and enterprise computing sector decreased to $6.4 million for the second quarter of 2012 compared with $10.1 million in 2011, which represented 8.5% of revenue in the second quarter of 2012, down from 20.6% of revenue in the second quarter of 2011. The decrease was due to two customers with lower demand.




Revenue for the medical sector increased by $1.1 million to $4.0 million in the second quarter of 2012, compared to $2.9 million in the second quarter of 2011 due to the increase in demand from one customer. However, revenue from the medical sector as a percentage of total revenue decreased to 5.4% in the second quarter of 2012 compared with 6.0% in the second quarter of 2011 due to the large increase in the industrial sector in the second quarter of 2012.





During the second quarter of 2012, the Company recorded approximately $1.0 million of sales of raw materials inventory to customers, which carried no margin, compared with $0.9 million in the second quarter of 2011. The Company purchases raw materials based on customer purchase orders. When a customer requires an order to be altered or changed, the customer is generally obligated to purchase the original on-order raw material at cost, to the extent the materials are not consumed within a specified period.




18




Due to changes in market conditions, the life cycle of products, the nature of specific programs and other factors, revenues from a particular customer typically varies from quarter to quarter and year to year. The Company’s ten largest customers represented 89.9% of revenue from continuing operations during the second quarter of 2012, compared with 83.4% in the second quarter of 2011. Revenue from the two largest customers during the second quarter of 2012 was $23.9 million and $12.3 million, representing 31.8% and 16.4 % of total revenue for the second quarter of 2012, respectively. This compares revenue from the three largest customers during the second quarter of 2011 was $7.9 million, $7.5 million, and $4.9 million, representing 16.1%, 15.3%, and 10.1% of total revenue for the second quarter of 2011, respectively. No other customers represented more than 10% of revenue in either period.




During the second quarter of 2012, 55.1% of our revenue was attributable to production from our operations in Mexico, 19.6% in Asia, 14.0% in the US and 11.3% in Canada.    During the second quarter of 2011, 56.1% of our revenue was attributable to production from our operations in Mexico, 21.4% in Asia, 16.7% in Canada and 5.8% in the U.S.




The Company operates in a highly competitive and dynamic marketplace in which current and prospective customers from time to time seek to lower their costs through a competitive bidding process among EMS providers. This process creates an opportunity to increase revenue to the extent we are successful in the bidding process, however, there is also the potential for revenue to decline to the extent we are unsuccessful in this process. Furthermore, even if we are successful, there is potential for our margins to decline. If we lose any of our larger product lines manufactured for any one of our customers, we could experience declines in revenue.




Gross Profit




Gross profit for the second quarter of 2012 increased by $2.7 million to $7.3 million or 9.7% of revenue compared with 9.5% of revenue for the same period in 2011. This was due to an increase of revenue levels and the resulting impact on the ability to cover fixed costs and favorable foreign exchange rates on Canadian dollar and Mexican Peso compared to the same period in 2011.




The Company adjusts for estimated obsolete or excess inventory for the difference between the cost of inventory and estimated realizable value based upon customer forecasts, shrinkage, the aging and future demand of the inventory, past experience with specific customers and the ability to sell back inventory to customers or suppliers. If these estimates change, additional write-downs may be required.




Starting in the third quarter of 2011, the Company entered into forward foreign exchange contracts to reduce its exposure to foreign exchange currency rate fluctuations related to forecasted Canadian dollar and Mexican peso expenditures. These contracts were effective as hedges from an economic perspective, but did not meet the requirements for hedge accounting under ASC Topic 815 “Derivatives and Hedging”. Accordingly, changes in the fair value of these contracts were recognized into net income in the consolidated statement of operations and comprehensive income. . Included in cost of sales for the second quarter of 2012 was an unrealized loss recognized as a result of revaluing the instruments to fair value of $0.5 million, and a realized gain of $0.1 million. There were no derivative instruments in the second quarter of 2011.




Selling, General & Administrative Expenses




Selling, general and administrative expenses increased by $1.0 million during the second quarter of 2012 to $4.4 million, however, as a percentage of sales has decreased to 5.9% from 7.0% in the second quarter of 2011.  The increase was mainly due to increased labor costs as headcount was increased to correspond with the increase in revenue, and the assumption of headcount from ZF Array, as well as an increase in travel expenses.




Contingent consideration




Upon the acquisition of ZF Array on August 31, 2011, the Company accrued $2.4 million for contingent consideration. Contingent consideration is based on financial performance of the acquired company’s operations for a 24-month period following the acquisition date, to a maximum of $2.4 million. Based on the results to date and anticipated future performance it is evident that the maximum amount will not be earned; fair value of the contingent consideration liability was reduced during the three months ended July 1, 2012 resulting in recognition of a gain of  $0.7 million. There were no unusual gains in the second quarter of 2011.




Restructuring Charges




There were no restructuring charges in the second quarter of 2012. During the second quarter of 2011, the Company continued its 2011 Plan to streamline operations in response to reductions in forecasted revenues.  The Company recorded restructuring charges of $1.7 million, consisting of severance costs of $0.4 million at each of the Mexico and Markham facilities, and $0.9 in the Corporate office. The Company reduced staff levels by approximately 120 in Mexico and 70 in Canada.




Interest Expense




Interest expense increased from $0.4 million in the second quarter of 2011 to $0.6 million in the second quarter of 2012. The increase of $0.2 million primarily resulted from higher average debt levels to support the increase in working capital required for the increased revenue level. Interest expense in the second quarter of both 2012 and 2011 included amortization of deferred financing fees of $0.1 million. The weighted average interest rates with respect to the debt were 3.3% and 3.5% for each of the second quarters of 2012 and 2011, respectively.




19





Income Tax Expense




The Company recorded income tax expense of $0.2 million in the second quarter of 2012 compared to $0.1 million for the same period in 2011due to higher minimum tax in the United States in 2012.





In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Management considers the scheduled reversal of deferred tax liabilities, change of control limitations, projected future taxable income and tax planning strategies in making this assessment. Guidance under ASC 740, “Income Taxes” states that forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence, such as cumulative losses in recent years in the jurisdictions to which the deferred tax assets relate. At the end of the second quarter of 2003, the Company concluded that given the weakness and uncertainly in the economic environment at that time, it was appropriate to establish a full valuation allowance for the deferred tax assets. Commencing in 2004, it was determined by management that it was more likely than not that the deferred tax assets associated with the Mexican jurisdiction would be realized and no valuation allowance has been recorded against these deferred tax assets since 2004.  In 2010, it was determined by management that it was more likely than not that certain deferred tax assets associated with the U.S. jurisdiction would be realized and no valuation allowance has been recorded against these deferred tax assets. The same determination was made by management in 2011. The Canadian jurisdiction continues to have a full valuation allowance recorded against the deferred tax assets.





At January 1, 2012, the Company had total net operating loss carry forwards of $107,833, of which $1,260 will expire in 2012, $10,278 will expire in 2014, $4,154 will expire in 2015, $1,078 will expire in 2018, $60 will expire in 2019, $30 will expire in 2020, $11,365 will expire in 2021, $16,207 will expire in 2022, $27,270 will expire in 2023, and the remainder will expire between 2025 and 2031.




Six months ended July 1, 2012 compared with six months ended July 3, 2011:




The following table sets forth summarized operating results in millions of US$ for the periods indicated:




Six months ended

July 1, 2012


Six months ended

July 3, 2011


Change

2012 to 2011$


%


$


%


$


%Revenue

$
147.6



100.0
%

$
105.2



100.0
%

$
42.4



40.3
%Cost of sales


132.7



89.9
%


95.4



90.7
%


37.3



39.1
%Gross profit


14.9



10.1
%


9.8



9.3
%


5.1



52.0
%Selling, general and administrative expenses


8.4



5.7
%


6.9



6.6
%


1.5



21.8
%Contingent consideration


(0.7
)


(0.4
)%


—



—



(0.7
)


—Restructuring charges


0.5



0.3
%


2.1



2.0
%


(1.6
)


(76.2
)%Operating earnings


6.7



4.5
%


0.8



0.8
%


5.9



737.5
%Interest expense


1.1



0.7
%


0.7



0.7
%


0.4



57.1
%Earnings before income taxes


5.6



3.8
%


0.1



0.1
%


5.5



5500.0
%Income tax expenseCurrent


0.4



0.3
%


0.3



0.3
%


0.1



33.3
%Deferred


—



0.0
%


—



0.0
%


—



—0.4



0.3
%


0.3



0.3
%


0.1



33.3
%Net earnings

$
5.2



3.5
%

$
(0.2
)


(0.2
)%

$
5.4



2700.0
%




Revenue




Revenue increased $42.4 million, or 40.3%, from $105.2 million for the first half of 2011 to $147.6 million for the first half of 2012 mainly due to an increase in revenue for two of the Company’s long standing customers, combined with revenue generated from new customers.  New customers have contributed $19.3 million in increased revenue, more than offsetting attrition.




20




During the first half of 2012, revenue from the industrial sector increased to $118.6 million compared with $73.8 million for the same period in 2011, mainly due to the increase from two customers described above and revenue generated from new customers. Revenue from the industrial sector as a percentage of total revenue increased to 80.4% in the first half of 2012 compared with 70.2% in the first half of 2011.




Revenue from the communications sector increased to $11.7 million for the first half of 2012 compared to $7.7 million in 2011, which represented 7.9% of revenue in the first half of 2012, compared with 7.3% of revenue in the first half of 2011. The increase was due to two new customers in 2012 slightly offset by a decrease in one existing customer




Revenue from the networking and enterprise computing sector decreased to $10.1 million for the first half of 2012 compared to $18.7 million in 2011, which represented 6.9% of revenue in the first half of 2012, down from 17.8% of revenue in the first half of 2011. The decrease was due to two customers with lower demand.




Revenue for the medical sector increased by $2.2 million to $7.1 million for the first half of 2012, compared to $4.9 million in the first half of 2011 due to the increase in demand from one customer. Revenue from the medical sector as a percentage of total revenue remained consistent year over year with a slight increase in the first half of 2012 to 4.8% of revenue compared to 4.7% in 2011.





During the first half of 2012, the Company recorded approximately $2.9 million of sales of raw materials inventory to customers, which carried no margin, compared with $2.6 million in the first half of 2011. The Company purchases raw materials based on customer purchase orders. When a customer requires an order to be altered or changed, the customer is generally obligated to purchase the original on-order raw material at cost, to the extent the materials are not consumed within a specified period.




Due to changes in market conditions, the life cycle of products, the nature of specific programs and other factors, revenues from a particular customer typically varies from quarter to quarter and year to year. The Company’s ten largest customers represented 88.4% of revenue from continuing operations during the first half of 2012, compared with 82.2% in the first half of 2011. Revenue from the two largest customers during the first half of 2012 was $48.8 million and $21.5 million, representing 33.0%  and 14.6% of total revenue for the first half of 2012, respectively. Revenue from the four largest customers during the first half of 2011 was $16.5 million, $13.2 million, $13.1 million and $10.5 million, representing 15.7%, 12.5%, 12.5 % and 10.0% of total revenue for the first half of 2011, respectively. No other customers represented more than 10% of revenue in either period.




During the first six months of 2012, 55.9% of our revenue was attributable to production from our operations in Mexico, 17.2% in Asia, 15.9% in the US and 11.0% in Canada.  During the first half of 2011, 58.2% of our revenue was attributable to production from our operations in Mexico, 17.8% in Asia, 17.5% in Canada and 6.5% in the U.S.




The Company operates in a highly competitive and dynamic marketplace in which current and prospective customers from time to time seek to lower their costs through a competitive bidding process among EMS providers. This process creates an opportunity to increase revenue to the extent we are successful in the bidding process, however, there is also the potential for revenue to decline to the extent we are unsuccessful in this process. Furthermore, even if we are successful, there is potential for our margins to decline. If we lose any of our larger product lines manufactured for any one of our customers, we could experience declines in revenue.




Gross Profit




Gross profit for the first half of 2012 increased by $5.1 million to $14.9 million or 10.1% of revenue compared with 9.3% of revenue for the same period in 2011. This was due to an increase of revenue levels and the resulting impact on the ability to cover fixed costs and favorable foreign exchange rates on Canadian dollar and Mexican Peso compared to the same period in 2011.




The Company adjusts for estimated obsolete or excess inventory for the difference between the cost of inventory and estimated realizable value based upon customer forecasts, shrinkage, the aging and future demand of the inventory, past experience with specific customers and the ability to sell back inventory to customers or suppliers. If these estimates change, additional write-downs may be required.




Starting in the third quarter of 2011, the Company entered into forward foreign exchange contracts to reduce its exposure to foreign exchange currency rate fluctuations related to forecasted Canadian dollar and Mexican peso expenditures. These contracts were effective as hedges from an economic perspective, but did not meet the requirements for hedge accounting under ASC Topic 815 “Derivatives and Hedging”. Accordingly, changes in the fair value of these contracts were recognized into net income in the consolidated statement of operations and comprehensive income. Included in cost of sales for the first half of 2012 was an unrealized gain recognized as a result of revaluing the instruments to fair value of nil, and a realized gain of $0.4 million. There were no derivative instruments in the first half of 2011.




Selling, General & Administrative Expenses




Selling, general and administrative expenses increased by $1.5 million during the first half of 2012 to $8.4 million, however, as a percentage of sales has decreased to 5.7% from 6.6% in the first half of 2011.  The increase was mainly due to increased labor costs as headcount was increased to correspond with the increase in revenue, and the assumption of headcount from ZF Array, as well as an increase in travel expenses.




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Contingent consideration




Upon the acquisition of ZF Array on August 31, 2011, the Company accrued $2.4 million for contingent consideration. Contingent consideration is based on financial performance of the acquired company’s operations for a 24-month period following the acquisition date, to a maximum of $2.4 million. Based on the results to date and anticipated future performance it is evident that the maximum amount will not be earned; fair value of the contingent consideration liability was reduced during the three months ended July 1, 2012 resulting in recognition of a gain of  $0.7 million. There were no unusual gains in the first half of 2011.




Restructuring Charges




During the first half of 2012, the Company executed its 2012 Plan to combine the operations of the San Jose and ZF Array Technologies facilities into one facility.  The Company recorded restructuring charges of $451, consisting of severance costs of $196 and facility exit costs of $255. Staff levels were reduced by approximated 16 full-time equivalents.




During the first half of 2011 the Company executed its 2011 Plan to streamline operations in response to reductions in forecasted revenues.  The Company recorded restructuring charges of $2.1 million, consisting of severance costs of $0.6 million at each of the Mexico and Markham facilities and $0.9 at the Corporate office. The Company reduced staff levels by approximately 240 in Mexico and 110 in Markham.




Interest Expense




Interest expense increased from $0.7 million in the first half of 2011 to $1.1 million for the first half of 2012, an increase of $0.4 million primarily resulting from higher average debt levels to support the increase in working capital required for the increased revenue level. Interest expense in the first half of both 2012 and 2011 included amortization of deferred financing fees of $0.1 million. . The weighted average interest rates with respect to the debt remained consistent at 3.3% for each of the first halves of 2012 and 2011.





Income Tax Expense




The Company recorded income tax expense of $0.4 million during the first half of 2012 compared to $0.3 million in the first half of 2011.





In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Management considers the scheduled reversal of deferred tax liabilities, change of control limitations, projected future taxable income and tax planning strategies in making this assessment. Guidance under ASC 740, “Income Taxes” states that forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence, such as cumulative losses in recent years in the jurisdictions to which the deferred tax assets relate. At the end of the second quarter of 2003, the Company concluded that given the weakness and uncertainly in the economic environment at that time, it was appropriate to establish a full valuation allowance for the deferred tax assets. Commencing in 2004, it was determined by management that it was more likely than not that the deferred tax assets associated with the Mexican jurisdiction would be realized and no valuation allowance has been recorded against these deferred tax assets since 2004.  In 2010, it was determined by management that it was more likely than not that certain deferred tax assets associated with the U.S. jurisdiction would be realized and no valuation allowance has been recorded against these deferred tax assets. The same determination was made by management in 2011. The Canadian jurisdiction continues to have a full valuation allowance recorded against the deferred tax assets.





At January 1, 2012, the Company had total net operating loss carry forwards of $107,833, of which $1,260 will expire in 2012, $10,278 will expire in 2014, $4,154 will expire in 2015, $1,078 will expire in 2018, $60 will expire in 2019, $30 will expire in 2020, $11,365 will expire in 2021, $16,207 will expire in 2022, $27,270 will expire in 2023, and the remainder will expire between 2025 and 2031.





Liquidity




Net cash used in operating activities during the six months ended July 1, 2012 was $4.7 million driven by working capital changes slightly offset by the net income generated by the Company. Net working capital decreased by $11.2 million mainly due to increases in inventory and accounts receivables.  Accounts receivable days sales outstanding were 49 and 51 days for the six months ended July 1, 2012 and July 3, 2011, respectively. The decrease was largely due to receiving quicker payment from a few customers.   Inventory turnover, on an annualized basis decreased to 4 times for the first half of 2012 compared to 5 times for the six months ended July 3, 2011 due to increased inventory levels caused by increased back log and strong demand for Q3. Accounts payable days outstanding were 66 days at the end of the first six months of 2012 compared to 52 days for the same period in 2011 as an effort was made to receive more favorable terms from vendors.




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Net cash provided by financing activities during the six months ended July 1, 2012 was $7.9 million compared to $3.5 million in the six months ended July 3, 2011. During the six months ended July 1, 2012, the Company increased revolving debt by $10.6 million, compared to $4.0 million during the same period in 2011. During the six months ended July 1, 2012, the Company generated $0.2 million in proceeds from the issuance of stock from executive option exercises, and repaid capital lease payments of $0.9 million. During the six months ended July 3, 2011, the Company generated $0.3 million in proceeds from the issuance of stock from executive option exercises, and repaid capital lease payments of $0.8 million.




Net cash used in investing activities during the six months ended July 1, 2012 and July 3, 2011 was $3.5 million and $0.3 million, respectively, consisting of additions of property, plant and equipment.




Capital Resources




We believe that cash generated from operations, available cash and amounts available under our PNC and EDC Facilities and additional financing sources such as leasing companies and other lenders will be adequate to meet our debt service requirements, capital expenditures and working capital needs at our current level of operations and organic growth in the future, although no assurance can be given in this regard, particularly with respect to amounts available from lenders. We have agreed to a borrowing base formula under which the amount we are permitted to borrow under the PNC Facility is based on our accounts receivable and inventory. Further, there can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to enable us to service our indebtedness. Our future operating performance and ability to service indebtedness will be subject to future economic conditions and to financial, business and other factors, certain of which are beyond our control. Refer to risk factors below.




During the six months ended July 1, 2012, the Company acquired machinery and equipment with a value of $1.5 million via capital leases.




We anticipate that our cash and cash equivalents, as well as available our revolving credit facility and additional financing sources will be sufficient to fund our anticipated cash requirements for working capital, contractual commitments, and capital expenditures for the next 12 months.





Item 3 Quantitative and Qualitative Disclosures about Market Risk




Interest Rate Risk




Our credit facilities bear interest at floating rates. The weighted average interest rate incurred on debt for the quarter ended July 1, 2012 was 3.3%. At July 1, 2012, the interest rate on our U.S. revolving credit facility is 3.25% based on the U.S. prime rate and our U.S. term debt bore interest at 3.74% based on LIBOR. If base rates increased by 10%, our interest expense would have increased by approximately $0.1 million annually.




Foreign Currency Exchange Risk




Most of our sales and component purchases are denominated in U.S. dollars. Our Canadian, Mexican and Asian payroll, Euro based component purchases and other various expenses are denominated in local currencies. As a result, starting in the third quarter of 2011 the Company entered into forward foreign exchange contracts to reduce its exposure to foreign exchange currency rate fluctuations related to forecasted Canadian dollar and Mexican peso as every $0.01 change in the US dollar results in a change in expenses of approximately $0.3 million. The strengthening of the Canadian dollar and Mexican Peso results in an increase in costs to the organization and may lead to a reduction in reported earnings.




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Item 4 Controls and Procedures




Evaluation of Disclosure Controls and Procedures




As of the end of the period covered by this quarterly report, the Company’s Principal Executive Officer and Principal Financial Officer have conducted an evaluation of the Company’s disclosure controls and procedures. Based on their evaluation, the Company’s Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the applicable Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including the Company’s Principal Executive Officer and the Company’s Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.




Changes in Internal Controls and Procedures




There was no change in the Company’s internal controls over financial reporting or in other factors that has materially affected, or is reasonably likely to materially affect these controls identified in connection with the most recent evaluation of these controls by the Company’s Principal Executive Officer and Principal Financial Officer.





Part II OTHER INFORMATION




Item 1A Risk Factors




Other than with respect to the risk factors below, there have been no material changes from the risk factors disclosed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the period ended January 1, 2012. The two risk factors below were disclosed on the Form 10-K and have been revised to provide updated information as of July 1, 2012.




A majority of our revenue comes from a small number of customers; if we lose any of our larger customers, our revenue could decline significantly.




We operate in a highly competitive and dynamic marketplace in which current and prospective customers often seek to lower their costs through a competitive bidding process among EMS providers. This process creates an opportunity to increase revenue to the extent we are successful in the bidding process, however, there is also the potential for revenue decline to the extent we are unsuccessful in the process. Furthermore, even if we are successful, there is the potential for our margins to decrease.




Our two largest customers represented 33.0% and 14.6% of total revenue for the six months ended July 1, 2012. For the first half of 2012, our top ten largest customers collectively represented 88.4% of our total revenue. We expect to continue to depend upon a relatively small number of customers for a significant percentage of our revenue. In addition to having a limited number of customers, we manufacture a limited number of products for each of our customers. If we lose any of our largest customers or any product line manufactured for one of our largest customers, we could experience a significant reduction in our revenue. Also, the insolvency of one or more of our largest customers or the inability of one or more of our largest customers to pay for its orders could decrease revenue. As many of our costs and operating expenses are relatively fixed, a reduction in net revenue can decrease our profit margins and adversely affect our business, financial condition and results of operations.





Our indebtedness could adversely affect our financial health and severely limit our ability to plan for or respond to changes in our business.




On September 22, 2011, the Company signed a Revolving Credit and Security Agreement with PNC Bank, National Association and its Canadian branch (collectively, “PNC”). This revolving credit facility (the “PNC Facility”) replaced the previous revolving loan agreement with Wells Fargo Capital Finance Corporation (“Wells Fargo”) and has a term of three years. The Company continues to have a term debt facility with Export Development Canada (“EDC”, and the “EDC Facility”), and on September 22, 2011 signed an amendment to its agreement with EDC to accommodate the change in revolving credit lender, but is otherwise largely unchanged from the existing agreement.  The revolving credit facility will bear interest at the base commercial lending rate of PNC in the respective country, which should approximate prime rate. The EDC Facility bears interest at LIBOR plus 2.5% to 3.5% depending on the achievement of financial performance levels as specified in the amended debt agreement. The Company is in compliance with its financial covenants as at July 1, 2012. Management believes that the Company will be in compliance with these covenants for at least the next twelve months. Accordingly, the outstanding balances under the lending agreements continue to be classified as long-term. Continued compliance with its covenants, however, is dependent on the Company achieving certain forecasts. Market conditions have been difficult to predict and there is no assurance that the Company will achieve its forecasts.




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Our debt under the PNC and EDC Facilities could have adverse consequences for our business, including:




•
We will be more vulnerable to adverse general economic conditions.




•
We will be required to dedicate a substantial portion of our cash flow from operations to repayment of debt, limiting the availability of cash for other purposes.




•
We may have difficulty obtaining financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes.




•
We may have limited flexibility in planning for, or reacting to, changes in our business and industry.




•
We could be limited in our borrowing of additional funds and making strategic investments by restrictive covenants and the borrowing base formula in our credit arrangements.




•
We may fail to comply with covenants under which we borrowed our indebtedness, including various financial covenants under our PNC and EDC Facilities. These covenants, applicable to specific four quarter rolling periods, include (i) a minimum consolidated EBITDA target, (ii) a maximum total debt to EBITDA ratio, (iii) maximum capital expenditures and (iv) a minimum fixed charge coverage ratio. Our failure to comply with covenants could result in an event of default. If an event of default occurs and is not cured or waived, it could result in all amounts outstanding, together with accrued interest, becoming immediately due and payable. If we were unable to repay such amounts, our lenders could proceed against any collateral granted to them to secure that indebtedness. There can be no assurance that we will maintain compliance with the covenants under the PNC and EDC Facilities.





There can be no assurance that our leverage and such restrictions will not materially adversely affect our ability to finance our future operations or capital needs or to engage in other business activities. In addition, our ability to pay principal and interest on our indebtedness to meet our financial and restrictive covenants and to satisfy our other debt obligations will depend upon our future operating performance, which will be affected by prevailing economic conditions and financial, business and other factors, certain of which are beyond our control, as well as the availability of revolving credit borrowings under the PNC and EDC Facilities or successor facilities.





Item 6 Exhibits





31.1
Certification of Alex Walker pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 10, 2012.31.2
Certification of Claude Germain pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 10, 2012.31.3
Certification of Alex Walker pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 10, 2012.32.1
Certification of Alex Walker, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 10, 2012.32.2
Certification of Claude Germain, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 10, 2012.32.3
Certification of Alex Walker, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 10, 2012.





SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, SMTC Corporation has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.





SMTC CORPORATIONBy:
/s/ Alex WalkerName:
Alex WalkerTitle:
Co-Chief Executive OfficerBy:
/s/ Claude GermainName:
Claude GermainTitle:
Co-Chief Executive Officer


Date: August 10, 2012




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EXHIBIT INDEX





31.1
Certification of Alex Walker pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 10, 2012.31.2
Certification of Claude Germain pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 10, 2012.31.3
Certification of Alex Walker pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 10, 2012.32.1
Certification of Alex Walker, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 10, 2012.32.2
Certification of Claude Germain, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 10, 2012.32.3
Certification of Alex Walker, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 10, 2012.