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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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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 March 30, 2003

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)



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Indicate by check mark whether SMTC Corporation: (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 is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ̈No x



As of May 6, 2003, SMTC Corporation had 23,196,543 shares of
common stock, par value $0.01 per share, and one share of special voting stock, par value $0.01 per share, outstanding. As of May 6, 2003, SMTC Corporations subsidiary, SMTC Manufacturing Corporation of Canada, had 5,493,236 exchangeable
shares outstanding, each of which is exchangeable into one share of common stock of SMTC Corporation.



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##### Table of Contents



SMTC
Corporation

Form 10-Q



Table of Contents



|        |  |                                                                                                                 |  | Page No.
|------- |  | --------------------------------------------------------------------------------------------------------------- |  | --------
|PART I  |  | Financial Information                                                                                           |  |         
|Item 1. |  | Financial Statements                                                                                            |  | 3       
|        |  | Consolidated Balance Sheets as of December 31, 2002 and March 30, 2003 (unaudited)                              |  | 3       
|        |  | Consolidated Statements of Operations for the three months ended March 30, 2003 and March 31, 2002 (unaudited)  |  | 4       
|        |  | Consolidated Statement of Changes in Shareholders Equity for the three months ended March 30, 2003 (unaudited) |  | 6       
|        |  | Consolidated Statements of Cash Flows for the three ended March 30, 2003 and March 31, 2002 (unaudited)         |  | 7       
|        |  | Notes to Consolidated Financial Statements                                                                      |  | 9       
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                           |  | 20      
|Item 3. |  | Quantitative and Qualitative Disclosures about Market Risk                                                      |  | 36      
|Item 4. |  | Controls and Procedures                                                                                         |  | 37      
|       
|PART II |  | Other Information                                                                                               |  |         
|Item 5. |  | Other Information                                                                                               |  | 38      
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                                |  | 38      
|        |  | Signatures                                                                                                      |  | 39      
|        |  | Certifications                                                                                                  |  | 40      





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SMTC CORPORATION



Consolidated Balance Sheets

(Expressed in thousands of U.S. dollars)



PART I    FINANCIAL INFORMATION



ITEM 1.    FINANCIAL STATEMENTS



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|                                                                                                      |  | March 30, 2003 |          |   | December 31, 2002 |  
|----------------------------------------------------------------------------------------------------- |  | -------------- | -------- | - | ----------------- | -
|                                                                                                      |  | (unaudited)    |          |   |                   |  
|Assets                                                                                                |  |                |          |   |                   |  
|Current assets:                                                                                       |  |                |          |   |                   |  
|Cash                                                                                                  |  | $              | 137      |   |                   | $
|Accounts receivable, net of an allowance for doubtful accounts of $2,416 (December 31, 2002 - $2,097) |  |                | 54,303   |   |                   |  
|Inventories (note 3)                                                                                  |  |                | 38,423   |   |                   |  
|Prepaid expenses                                                                                      |  |                | 2,053    |   |                   |  
|Income taxes recoverable                                                                              |  |                | 176      |   |                   |  
|                                                                                                      |  |                |          |   |                   |  
|                                                                                                      |  |                | 95,092   |   |                   |  
|                                                                                                     
|Capital assets                                                                                        |  |                | 41,178   |   |                   |  
|Other assets                                                                                          |  |                | 12,376   |   |                   |  
|Deferred income taxes                                                                                 |  |                | 34,221   |   |                   |  
|                                                                                                      |  |                |          |   |                   |  
|                                                                                                      |  | $              | 182,867  |   |                   | $
|                                                                                                      |  |                |          |   |                   |  
|Liabilities and Shareholders Equity                                                                  |  |                |          |   |                   |  
|Current liabilities:                                                                                  |  |                |          |   |                   |  
|Accounts payable                                                                                      |  | $              | 53,325   |   |                   | $
|Accrued liabilities                                                                                   |  |                | 30,330   |   |                   |  
|Current portion of long-term debt (note 4)                                                            |  |                | 18,750   |   |                   |  
|Current portion of capital lease obligations                                                          |  |                | 227      |   |                   |  
|                                                                                                      |  |                |          |   |                   |  
|                                                                                                      |  |                | 102,632  |   |                   |  
|                                                                                                     
|Long-term debt (note 4)                                                                               |  |                | 62,119   |   |                   |  
|Capital lease obligations                                                                             |  |                | 123      |   |                   |  
|                                                                                                     
|Shareholders equity:                                                                                 |  |                |          |   |                   |  
|Capital stock                                                                                         |  |                | 66,802   |   |                   |  
|Warrants                                                                                              |  |                | 1,255    |   |                   |  
|Loans receivable                                                                                      |  |                | (5       | ) |                   |  
|Additional paid-in-capital                                                                            |  |                | 163,360  |   |                   |  
|Deficit                                                                                               |  |                | (213,419 | ) |                   |  
|                                                                                                      |  |                |          |   |                   |  
|                                                                                                      |  |                | 17,993   |   |                   |  
|Guarantees (note 11)                                                                                  |  |                |          |   |                   |  
|                                                                                                      |  |                |          |   |                   |  
|                                                                                                      |  | $              | 182,867  |   |                   | $
|                                                                                                      |  |                |          |   |                   |  



See accompanying notes to consolidated financial statements.





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SMTC CORPORATION



Consolidated Statements of Operations

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



(Unaudited)



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|                                                                                                                        |  | Three months ended |       
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------
|                                                                                                                        |  | March 30, 2003     |       
|Revenue                                                                                                                 |  | $                  | 86,000
|Cost of sales                                                                                                           |  |                    | 77,880
|                                                                                                                        |  |                    |       
|Gross profit                                                                                                            |  |                    | 8,120 
|Selling, general and administrative expenses                                                                            |  |                    | 5,328 
|Amortization                                                                                                            |  |                    | 972   
|Restructuring charges (note 8)                                                                                          |  |                    | 239   
|                                                                                                                        |  |                    |       
|Operating income (loss)                                                                                                 |  |                    | 1,581 
|Interest                                                                                                                |  |                    | 1,515 
|                                                                                                                        |  |                    |       
|Earnings (loss) before income taxes, discontinued operations and the cumulative effect
of a change in accounting policy |  |                    | 66    
|Income tax expense (recovery)                                                                                           |  |                    | 34    
|                                                                                                                        |  |                    |       
|Earnings (loss) from continuing operations                                                                              |  |                    | 32    
|Loss from discontinued operations (note 9)                                                                              |  |                    |      
|Cumulative effect of a change in accounting policy (note 10)                                                            |  |                    |      
|                                                                                                                        |  |                    |       
|Net earnings (loss)                                                                                                     |  | $                  | 32    
|                                                                                                                        |  |                    |       



See accompanying notes to consolidated financial statements.







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SMTC CORPORATION



Consolidated Statements of Operations (continued)

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



(Unaudited)



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|                                                                                                         |  | Three months ended |           
|-------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------
|                                                                                                         |  | March 30, 2003     |           
|Earnings (loss) per share:                                                                               |  |                    |           
|Basic earnings (loss) per share from continuing operations                                               |  | $                  | 0.00      
|Loss from discontinued operations per share                                                              |  |                    |          
|Loss from the cumulative effect of a change in accounting policy per
share                               |  |                    |          
|                                                                                                         |  |                    |           
|Basic earnings (loss) per share                                                                          |  | $                  | 0.00      
|                                                                                                         |  |                    |           
|Diluted earnings (loss) per share                                                                        |  | $                  | 0.00      
|                                                                                                         |  |                    |           
|Weighted average number of common shares used in the calculations of earnings (loss) per
share (note 5): |  |                    |           
|Basic                                                                                                    |  |                    | 28,689,779
|Diluted                                                                                                  |  |                    | 29,023,049



See accompanying notes to consolidated financial statements.



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SMTC CORPORATION



Consolidated Statement of Changes in Shareholders Equity

(Expressed in thousands of
U.S. dollars)



Three months
ended March 30, 2003

(Unaudited)



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|                            |  | Capital stock |        | Warrants |   | Additional paid-in capital |  | Loans receivable |         |  | Deficit |    |   | Shareholders equity
|--------------------------- |  | ------------- | ------ | -------- | - | -------------------------- |  | ---------------- | ------- |  | ------- | -- | - | --------------------
|Balance, December 31, 2002  |  | $             | 66,802 |          | $ | 1,255                      |  | $                | 163,360 |  | $       | (5 | ) |                     
|Net earnings for the period |  |               |       |          |   |                           |  |                  |        |  |         |   |   |                     
|                            |  |               |        |          |   |                            |  |                  |         |  |         |    |   |                     
|Balance, March 30, 2003     |  | $             | 66,802 |          | $ | 1,255                      |  | $                | 163,360 |  | $       | (5 | ) |                     
|                            |  |               |        |          |   |                            |  |                  |         |  |         |    |   |                     



See accompanying notes to consolidated financial statements.







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SMTC CORPORATION



Consolidated Statements of Cash Flows

(Expressed in thousands of U.S. dollars)



(Unaudited)



---





|                                                |  | Three months ended |       
|----------------------------------------------- |  | ------------------ | ------
|                                                |  | March 30, 2003     |       
|Cash provided by (used in):                     |  |                    |       
|Operations:                                     |  |                    |       
|Net earnings (loss)                             |  | $                  | 32    
|Items not involving cash:                       |  |                    |       
|Amortization                                    |  |                    | 972   
|Depreciation                                    |  |                    | 2,552 
|Deferred income tax expense (benefit)           |  |                    | 104   
|Impairment of assets                            |  |                    |      
|Write-down of goodwill (note 10)                |  |                    |      
|Change in non-cash operating working capital:   |  |                    |       
|Accounts receivable                             |  |                    | 3,095 
|Inventories                                     |  |                    | (61   
|Prepaid expenses                                |  |                    | 558   
|Income taxes recoverable                        |  |                    | 665   
|Accounts payable                                |  |                    | (2,840
|Accrued liabilities                             |  |                    | (3,484
|                                                |  |                    |       
|                                                |  |                    | 1,593 
|Financing:                                      |  |                    |       
|Increase in long-term debt                      |  |                    | 2,030 
|Decrease in long-term debt                      |  |                    | (3,750
|Principal payments on capital lease obligations |  |                    | (83   
|Debt issuance costs                             |  |                    |      
|                                                |  |                    |       
|                                                |  |                    | (1,803
|Investments:                                    |  |                    |       
|Purchase of capital assets                      |  |                    | (53   
|Other                                           |  |                    | 30    
|                                                |  |                    |       
|                                                |  |                    | (23   
|                                                |  |                    |       
|Increase (decrease) in cash                     |  |                    | (233  
|Cash, beginning of period                       |  |                    | 370   
|                                                |  |                    |       
|Cash, end of period                             |  | $                  | 137   
|                                                |  |                    |       



See accompanying notes to consolidated financial statements.



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SMTC CORPORATION



Consolidated Statements of Cash Flows (continued)

(expressed in thousands of U.S.dollars)



(unaudited)



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|                             |  | Three months ended
|---------------------------- |  | ------------------
|                             |  | March 30, 2003    
|Supplemental disclosures:    |  |                   
|Cash paid during the period: |  |                   
|Income taxes                 |  | $                 
|Interest                     |  |                   



See accompanying notes to consolidated financial statements.



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SMTC CORPORATION



Notes to Consolidated Financial Statements

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



Three months ended March 30, 2003 and March 31, 2002

(Unaudited)

---





|1. |  | Basis of presentation:
|-- |  | ----------------------



The Companys accounting principles are in accordance with accounting principles generally accepted in the United States.



The accompanying unaudited consolidated balance
sheet as at March 30, 2003, the unaudited consolidated statements of operations for the three month periods ended March 30, 2003 and March 31, 2002, the unaudited consolidated statement of changes in shareholders equity for the three month
period ended March 30, 2003, and the unaudited consolidated statements of cash flows for the three month periods ended March 30, 2003 and March 31, 2002 have been prepared on substantially the same basis as the annual consolidated financial
statements, except as described below. Management believes the consolidated financial statements reflect all adjustments, consisting only of normal recurring accruals, which are, in the opinion of management, necessary for a fair presentation of the
Companys financial position, operating results and cash flows for the periods presented. The results of operations for the three month period ended March 30, 2003 are not necessarily indicative of results to be expected for the entire year.
These unaudited interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto for the year ended December 31, 2002.



The unaudited interim consolidated financial statements are
based upon accounting principles consistent with those described in the December 31, 2002 audited consolidated financial statements except as follows:



In August 2001, the FASB issued Statement No. 143, Accounting for Asset Retirement Obligations, which requires that the fair value of an
asset retirement obligation be recorded as a liability, at fair value, in the period in which the Company incurs the obligation. The Statement is effective for fiscal 2003 and there was no material effect as a result of the adoption of this
Statement on January 1, 2003.



In July 2002, the
FASB issued Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities (Statement 146), which nullifies Emerging Issues Task Force (EITF) Issue 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (EITF 94-3). Statement 146 provides for the recognition of a liability for an exit or disposal activity only when a liability is incurred and can be measured at fair value. Under
EITF 94-3, a commitment to an exit or disposal plan was sufficient to record the majority of the costs. Statement 146 is effective for exit or disposal activities initiated after December 31, 2002. The Company adopted this Statement on January 1,
2003 and accordingly, the restructuring charges recorded in the quarter ended March 30, 2003 were made in accordance with the new standard.



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SMTC CORPORATION



Notes to Consolidated Financial Statements (continued)

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



Three months ended March 30, 2003 and March
31, 2002

(Unaudited)

---





|1. |  | Basis of presentation (continued):
|-- |  | ----------------------------------



In November 2002, the FASB issued Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees and Indebtedness of Others (FIN 45), which requires certain disclosures of obligations under guarantees. The disclosure requirements of FIN 45 were effective for the Companys year ended December 31, 2002.
Effective for 2003, FIN 45 also requires the recognition of a liability by a guarantor at the inception of certain guarantees entered into or modified after December 31, 2002, based on the fair value of the guarantee. The Company adopted the
disclosure requirements in its 2002 consolidated financial statements. The Company has not entered into or modified any guarantees after December 31, 2002. See note 11 for disclosure related to guarantees.



|2. |  | Stock-based compensation:
|-- |  | -------------------------



The Company accounts for stock options issued to employees using the intrinsic value method of Accounting Principles Board Opinion No. 25.
Compensation expense is recorded on the date stock options are granted only if the current fair value of the underlying stock exceeds the exercise price. The Company has provided the pro forma disclosures required by Financial Accounting Standards
Board (FASB) Statement No. 123, Accounting for Stock-Based Compensation (Statement 123) as amended by Statement 148.



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SMTC CORPORATION



Notes to Consolidated Financial Statements (continued)

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



Three months ended March 30, 2003 and March
31, 2002

(Unaudited)

---





|2. |  | Stock-based compensation (continued):
|-- |  | -------------------------------------



The table below sets out the pro forma amounts of net earnings (loss) per share that would have resulted if the Company had accounted for
its employee stock plans under the fair value recognition provisions of Statement 123.



|                                               |  | Three months ended |      
|---------------------------------------------- |  | ------------------ | -----
|                                               |  | March 30, 2003     |      
|Net earnings (loss), as reported               |  | $                  | 32   
|Stock-based compensation expense               |  |                    | (349 
|                                               |  |                    |      
|Pro forma loss                                 |  |                    | (317 
|                                               |  |                    |      
|Basic earnings (loss) per share, as reported   |  | $                  | 0.00 
|Stock-based compensation expense               |  |                    | (0.01
|                                               |  |                    |      
|Pro forma basic loss per share                 |  |                    | (0.01
|                                               |  |                    |      
|Diluted earnings (loss) per share, as reported |  | $                  | 0.00 
|Stock-based compensation expense               |  |                    | (0.01
|                                               |  |                    |      
|Pro forma diluted loss per share               |  |                    | (0.01
|                                               |  |                    |      



No
compensation expense has been recorded in the statement of operations for the quarters ended March 30, 2003 and March 31, 2002.



The estimated fair value of options is calculated at the date of grant, is amortized over the vesting period, on a straight-line basis,
and was determined using the Black-Scholes option pricing model with assumptions made as to the risk-free interest rate, dividend yield, expected life and volatility. There were no options granted during the three month periods ended March 30, 2003
and March 31, 2002:



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SMTC CORPORATION



Notes to Consolidated Financial Statements (continued)

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



Three months ended March 30, 2003 and March
31, 2002

(Unaudited)

---





|3. |  | Inventories:
|-- |  | ------------



|                |  | March 30, 2003 |        | December 31, 2002
|--------------- |  | -------------- | ------ | -----------------
|Raw materials   |  | $              | 17,958 |                  
|Work in process |  |                | 8,511  |                  
|Finished goods  |  |                | 11,082 |                  
|Other           |  |                | 872    |                  
|                |  |                |        |                  
|                |  | $              | 38,423 |                  
|                |  |                |        |                  



|4. |  | Long-term debt:
|-- |  | ---------------



During the fourth quarter of 2002, the Company was in violation of certain covenants contained in the credit agreement. The violation was
waived and effective December 31, 2002, the Company and its lending group signed an amendment to the credit agreement covering the period up to June 30, 2004 that provides for $27,500 in term loans and $90,000 in revolving credit loans, swing-line
loans and letters of credit and amends certain financial and other covenants based on the Companys business plan. During the amendment period, the facility bears interest at the U.S. base rate plus 2.5%.



The Company was in compliance with the amended financial
covenants at March 30, 2003. Continued compliance with the amended financial covenants through June 30, 2004 is dependent on the Company achieving the forecasts inherent in its business plan. The Company believes the forecasts are based on
reasonable assumptions and are achievable; however, the forecasts are dependent on a number of factors, some of which are outside the control of the Company. These include, but are not limited to, general economic conditions and specifically the
strength of the electronics industry and the related demand for the products and services by the Companys customers. In the event of non-compliance, the Companys lenders have the ability to demand repayment of the outstanding amounts
under the amended credit facility.



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SMTC CORPORATION



Notes to Consolidated Financial Statements (continued)

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



Three months ended March 30, 2003 and March
31, 2002

(Unaudited)

---





|5. |  | Earnings (loss) per share:
|-- |  | --------------------------



The following table sets forth the calculation of basic and diluted earnings (loss) per share:



|                                                   |  | Three months ended |           
|-------------------------------------------------- |  | ------------------ | ----------
|                                                   |  | March 30, 2003     |           
|Numerator:                                         |  |                    |           
|Net earnings (loss) from continuing operations     |  | $                  | 32        
|Net earnings (loss)                                |  |                    | 32        
|                                                   |  |                    |           
|Denominator:                                       |  |                    |           
|Weighted average sharesbasic                      |  |                    | 28,689,779
|Effect of dilutive securities:                     |  |                    |           
|Employee stock options                             |  |                    | 7,378     
|Warrants                                           |  |                    | 325,892   
|                                                   |  |                    |           
|Weighted-average shares  diluted                  |  |                    | 29,023,049
|                                                   |  |                    |           
|Earnings (loss) per share:                         |  |                    |           
|Basic and diluted, from from continuing operations |  | $                  | 0.00      
|Basic and diluted                                  |  | $                  | 0.00      
|                                                   |  |                    |           



Options
and warrants to purchase common stock were outstanding during the three month period ended March 31, 2002 but were not included in the computation of diluted loss per share because their effect would be anti-dilutive on the loss per share for the
period.



|6. |  | Income taxes:
|-- |  | -------------



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. Based upon consideration of these factors, management believes the recorded valuation allowance related to the loss carryforwards is appropriate.
However, in the event that actual results differ from estimates or management adjusts these estimates in future periods, the Company may need to establish an additional valuation allowance, which could materially impact its financial position and
results of operations.



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SMTC CORPORATION



Notes to Consolidated Financial Statements (continued)

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



Three months ended March 30, 2003 and March
31, 2002

(Unaudited)

---





|7. |  | Segmented information:
|-- |  | ----------------------



The Company derives its revenue from one dominant industry segment, the electronics manufacturing services industry. The Company is
operated and managed geographically and has six facilities in the United States, Canada and Mexico. The Company monitors the performance of its geographic operating segments based on EBITA (earnings before interest, taxes and amortization) before
restructuring charges, discontinued operations and the effect of changes in accounting policies. Discontinued operations in the first quarter of 2002 relates to the Cork, Ireland facility (note 9), which was previously included in the results of the
European segment. Intersegment adjustments reflect intersegment sales that are generally recorded at prices that approximate arms-length transactions. Information about the operating segments is as follows:



|                                                                                                                          |  | Three months ended March 30, 2003 |         | Three months ended March 31, 2002 |  
|------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | ------- | --------------------------------- | -
|                                                                                                                          |  | Total revenue                     |         | Intersegment revenue              |  
|United States                                                                                                             |  | $                                 | 62,219  |                                   | $
|Canada                                                                                                                    |  |                                   | 30,117  |                                   |  
|Europe                                                                                                                    |  |                                   | 1,561   |                                   |  
|Mexico                                                                                                                    |  |                                   | 29,603  |                                   |  
|                                                                                                                          |  |                                   |         |                                   |  
|                                                                                                                          |  | $                                 | 123,500 |                                   | $
|                                                                                                                          |  |                                   |         |                                   |  
|EBITA (before discontinued
operations, restructuring charges and the cumulative effect of a change in accounting policy):
|United States                                                                                                             |  |                                   |         |                                   |  
|Canada                                                                                                                    |  |                                   |         |                                   |  
|Europe                                                                                                                    |  |                                   |         |                                   |  
|Mexico                                                                                                                    |  |                                   |         |                                   |  
|                                                                                                                          |  |                                   |         |                                   |  
|                                                                                                                          |  |                                   |         |                                   |  
|Interest                                                                                                                  |  |                                   |         |                                   |  
|Amortization                                                                                                              |  |                                   |         |                                   |  
|Restructuring charges (note 8)                                                                                            |  |                                   |         |                                   |  
|                                                                                                                          |  |                                   |         |                                   |  
|Earnings (loss) before income taxes, discontinued operations and the cumulative effect
of a change in accounting policy   |  |                                   |         |                                   |  
|                                                                                                                          |  |                                   |         |                                   |  
|Capital expenditures:                                                                                                     |  |                                   |         |                                   |  
|United States                                                                                                             |  |                                   |         |                                   |  
|Canada                                                                                                                    |  |                                   |         |                                   |  
|Europe                                                                                                                    |  |                                   |         |                                   |  
|Mexico                                                                                                                    |  |                                   |         |                                   |  
|                                                                                                                          |  |                                   |         |                                   |  
|                                                                                                                          |  |                                   |         |                                   |  
|                                                                                                                          |  |                                   |         |                                   |  



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SMTC CORPORATION



Notes to Consolidated Financial Statements (continued)

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



Three months ended March 30, 2003 and March
31, 2002

(Unaudited)

---







|7. |  | Segmented information (continued):
|-- |  | ----------------------------------



The following enterprise-wide information is provided. Geographic revenue information reflects the destination of the product shipped.
Long-lived assets information is based on the principal location of the asset.





|                    |  | Three months ended
|------------------- |  | ------------------
|                    |  | March 30, 2003    
|Geographic revenue: |  |                   
|United States       |  | $                 
|Canada              |  |                   
|Europe              |  |                   
|Asia                |  |                   
|Mexico              |  |                   
|                    |  |                   
|                    |  | $                 
|                    |  |                   
|                    |  |                   
|                    |  | March 30, 2003    
|Long-lived assets:  |  |                   
|United States       |  | $                 
|Canada              |  |                   
|Mexico              |  |                   
|                    |  |                   
|                    |  | $                 
|                    |  |                   



The
Company manufactures a limited number of products for each customer. If the Company loses any of its largest customers or any product line manufactured for one of its largest customers, it could experience a significant reduction in revenue. Also,
the insolvency of one or more of its largest customers or the inability of one or more of its largest 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 business, financial condition and results of operations.



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SMTC CORPORATION



Notes to Consolidated Financial Statements (continued)

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



Three months ended March 30, 2003 and March
31, 2002

(Unaudited)

---





|8. |  | Restructuring and other charges:
|-- |  | --------------------------------



2001 plan:



During fiscal year 2001, in response to excess capacity caused by the slowing technology end market, the Company commenced a restructuring
program aimed at reducing its cost structure. The following table details the related amounts included in accrued liabilities as at March 30, 2003 relating to the 2001 plan:



|                                     |  | Accrual at December 31, 2002 |       | Cash payments |   |      | Accrual at March 30, 2003
|------------------------------------ |  | ---------------------------- | ----- | ------------- | - | ---- | -------------------------
|Lease and other contract obligations |  | $                            | 1,423 |               |   | (96  | )                        
|Other facility exit costs            |  |                              | 424   |               |   | (15  | )                        
|                                     |  |                              |       |               |   |      |                          
|                                     |  |                              | 1,847 |               | $ | (111 | )                        
|                                     |  |                              |       |               |   |      |                          



2002
plan:



In response to the continuing industry
economic downturn, the Company took further steps to realign its cost structure and plant capacity and in the third and fourth quarter of 2002 recorded restructuring charges of $37,444 related to the cost of exiting equipment and facility leases,
severance costs, asset impairment charges, inventory exposures and other facility exit costs and other charges of $2,135 primarily related to the costs associated with the disengagement of a customer and the continued downturn.



The Company recorded further charges of $239 related to the
2002 plan during the first quarter of 2003 related to severance costs associated with the closure of the Austin facility and the resizing of other facilities. The severance costs related to 58 plant and operational employees, primarily at the Austin
and Mexico facilities.



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##### Table of Contents

SMTC CORPORATION



Notes to Consolidated Financial Statements (continued)

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



Three months ended March 30, 2003 and March
31, 2002

(Unaudited)

---





|8. |  | Restructuring and other charges (continued):
|-- |  | --------------------------------------------



The following table details the related amounts included in accrued liabilities as at March 30, 2003 related to the 2002 plan:



|                                     |  | Accrual at December 31, 2002 |        | 2003 charges |   | Cash payments |  |   | Accrual at March 30, 2003
|------------------------------------ |  | ---------------------------- | ------ | ------------ | - | ------------- |  | - | -------------------------
|Lease and other contract obligations |  | $                            | 16,830 |              | $ |              |  | $ | (869                     
|Severance                            |  |                              | 989    |              |   | 239           |  |   | (335                     
|Other facility exit costs            |  |                              | 1,567  |              |   |              |  |   | (58                      
|                                     |  |                              |        |              |   |               |  |   |                          
|                                     |  | $                            | 19,386 |              | $ | 239           |  | $ | (1,262                   
|                                     |  |                              |        |              |   |               |  |   |                          



|9. |  | Discontinued Operations:
|-- |  | ------------------------



In February 2002, the main customer of the Cork, Ireland facility was placed into administration as part of a financial restructuring. As
a result, on March 19, 2002, the Company announced that it was closing the Cork, Ireland facility and that it was taking steps to place the subsidiary that operated that facility in voluntary administration. During the first quarter of 2002, the
Company recorded a charge of $9,717 related to the closure of the facility.



The following information relates to the discontinued operations:



|                                  |  | Three months ended
|--------------------------------- |  | ------------------
|                                  |  | March 30, 2003    
|Revenue                           |  | $                 
|                                  |  |                   
|Loss from discontinued operations |  | $                 
|                                  |  |                   



In 2002,
the loss from discontinued operations includes the costs of closing the facility of $9,717. Included in this amount are the write-off of the net assets of $6,717 (comprised of capital assets of $1,129 and net working capital of $5,588) and other
costs associated with exiting the facility of $3,000. Included in the other costs is severance of $1,350 related to the termination of all employees.



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##### Table of Contents

SMTC CORPORATION



Notes to Consolidated Financial Statements (continued)

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



Three months ended March 30, 2003 and March
31, 2002

(Unaudited)

---





|9. |  | Discontinued Operations (continued):
|-- |  | ------------------------------------



The following table details the related amounts included in accrued liabilities as at March 30, 2003



|          |  | Accrual at December 31, 2002 |     | Cash payments |     |   | Accrual at March 30, 2003
|--------- |  | ---------------------------- | --- | ------------- | --- | - | -------------------------
|Severance |  | $                            | 268 |               | (80 | ) |                          
|          |  |                              |     |               |     |   |                          



|10. |  | Goodwill and Intangible Assets:
|--- |  | -------------------------------



In July 2001, the FASB issued Statement No. 141, Business Combinations (Statement 141), and Statement No. 142, Goodwill and
Other Intangible Assets (Statement 142). Statement 141 requires that the purchase method of accounting be used for all business combinations. Statement 141 also specifies criteria intangible assets acquired in a purchase method business
combination must meet to be recognized and reported apart from goodwill. Statement 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in
accordance with the provisions of Statement 142. Statement 142 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment
in accordance with Statement 144. Upon adoption of Statements 141 and 142 in their entirety on January 1, 2002, the Company determined that there were no intangible assets relating to previous acquisitions that need to be reclassified and accounted
for apart from goodwill under the provisions of those Statements.



In connection with the transitional goodwill impairment evaluation, Statement 142 required the Company to perform an assessment of whether there was an indication that goodwill was impaired as of January 1, 2002. To
accomplish this, the Company was required to identify its reporting units and determine the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill to those reporting units as of January 1,
2002. The Company identified its reporting units to be consistent with its business units, as defined in note 14, with the exception of the Boston, Massachusetts facility. This facility is not economically similar to the other U.S. facilities and as
a result, is a separate reporting unit. In connection with the implementation of the new accounting standards, the Company completed the transitional goodwill impairment test, resulting in a goodwill impairment charge of $55,560, which comprises the
goodwill in the Canadian, U.S. and Boston reporting units of $15,482, $26,698 and $13,380,



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SMTC CORPORATION



Notes to Consolidated Financial Statements (continued)

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



Three months ended March 30, 2003 and March
31, 2002

(Unaudited)

---





|10. |  | Goodwill and Intangible Assets (continued):
|--- |  | -------------------------------------------



respectively. The fair value of each reporting unit was determined using a discounted cash flow method. The transitional impairment loss
was recognized as the cumulative effect of a change in accounting principle in the Companys statements of operations as at January 1, 2002.



|11. |  | Guarantees:
|--- |  | -----------



Contingent liabilities in the form of letters of credit and letters of guarantee are provided to certain third parties. These guarantees
cover payments for certain purchases. The total amount of future payments to be made under these guarantees is $450.





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##### Table of Contents



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



SELECTED CONSOLIDATED FINANCIAL DATA



The consolidated financial statements and our selected consolidated financial data have been prepared in accordance with United States GAAP.



Consolidated Statement of Operations Data:

(in millions, except per share amounts)



(Unaudited)



|                                                                                                                        |  | Three months ended |     
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----
|                                                                                                                        |  | March 30, 2003     |     
|Revenue                                                                                                                 |  | $                  | 86.0
|Cost of sales                                                                                                           |  |                    | 77.9
|                                                                                                                        |  |                    |     
|Gross profit                                                                                                            |  |                    | 8.1 
|Selling, general and administrative expenses                                                                            |  |                    | 5.3 
|Amortization                                                                                                            |  |                    | 1.0 
|Restructuring charges (a)                                                                                               |  |                    | 0.2 
|                                                                                                                        |  |                    |     
|Operating income (loss)                                                                                                 |  |                    | 1.6 
|Interest                                                                                                                |  |                    | 1.5 
|                                                                                                                        |  |                    |     
|Earnings (loss) before income taxes, discontinued operations and the cumulative effect
of a change in accounting policy |  |                    | 0.1 
|Income tax expense (recovery)                                                                                           |  |                    | 0.1 
|                                                                                                                        |  |                    |     
|Earnings (loss) from continuing operations                                                                              |  |                    | 0.0 
|Loss from discontinued operations (b)                                                                                   |  |                    |    
|Cumulative effect in a change in accounting policy (c)                                                                  |  |                    |    
|                                                                                                                        |  |                    |     
|Net earnings (loss)                                                                                                     |  | $                  | 0.0 
|                                                                                                                        |  |                    |     
|Net earnings (loss) per common share:                                                                                   |  |                    |     
|Basic from continuing operations                                                                                        |  | $                  | 0.00
|Loss from discontinued operations                                                                                       |  |                    |    
|Cumulative effect of a change in accounting policy                                                                      |  |                    |    
|                                                                                                                        |  |                    |     
|Basic                                                                                                                   |  | $                  | 0.00
|Diluted                                                                                                                 |  | $                  | 0.00
|                                                                                                                        |  |                    |     
|Weighted average number of shares outstanding:                                                                          |  |                    |     
|Basic                                                                                                                   |  |                    | 28.7
|Diluted                                                                                                                 |  |                    | 29.0
|                                                                                                                        |  |                    |     



20



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##### Table of Contents



Consolidated Statement of Operations Data (continued):

(in millions, except per share amounts)



|(a) |  | In response to the continuing industry economic downturn during 2002, the Company took further steps to realign its cost structure and plant capacity and in the
third and fourth quarter of 2002 recorded restructuring charges of $37.4 million related to the costs associated with exiting or re-sizing facilities, and other charges of $2.1 million related to inventory charges resulting from the disengagement of
Dell, coupled with the effects of the continued downturn in the technology sector. The Company recorded further charges related to the 2002 plan during the first quarter of 2003 related to severance costs. Refer to note 8 to our consolidated
financial statements.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) |  | In February, 2002 the main customer of the Cork, Ireland facility was placed into administration as part of a financial restructuring. As a result, on March 19,
2002, the Company announced that it was closing the Cork, Ireland facility and that it was taking steps to place the subsidiary that operated that facility in voluntary administration. Refer to note 9 to our consolidated financial statements.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) |  | During 2002, the Company completed its transitional goodwill impairment test resulting in a goodwill impairment charge of $55.6 million. Prior to January 1, 2002,
goodwill was amortized on a straight-line basis over 10 years. Effective January 1, 2002, the Company discontinued amortization of all existing goodwill as a result of a new accounting standard issued in 2001. Refer to note 10 to our consolidated
financial statements.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Consolidated Balance Sheet Data:

(in millions)



|                                         |  | March 30, 2003 (Unaudited) |       |   | December 31, 2002 |  
|---------------------------------------- |  | -------------------------- | ----- | - | ----------------- | -
|Cash                                     |  | $                          | 0.1   |   |                   | $
|Working capital (deficiency)             |  |                            | (7.5  | ) |                   |  
|Total assets                             |  |                            | 182.9 |   |                   |  
|Total debt, including current maturities |  |                            | 80.9  |   |                   |  
|Shareholders equity                     |  |                            | 18.0  |   |                   |  



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##### Table of Contents



Managements
Discussion and Analysis of Financial Condition and Results of Operations



Overview



We provide
advanced electronics manufacturing services, or EMS, to electronics industry original equipment manufacturers, or OEMs, primarily in the networking, industrial and communications market segments. We currently service our customers through six
manufacturing and technology centers strategically located in key technology corridors in the United States, Canada and the cost-effective location of Mexico. Our full range of value-added supply chain services include product design, procurement,
prototyping, advanced cable and harness interconnect, high-precision enclosures, printed circuit board assembly, test, final system build, comprehensive supply chain management, packaging, global distribution and after sales support.



During fiscal year 2001, in response to excess capacity caused
by the slowing technology end market, we commenced a restructuring program aimed at reducing our cost structure. Actions taken by management to improve capacity utilization included closing our Denver, Colorado assembly facility and our Haverhill,
Massachusetts interconnect facility, re-sizing our Mexico and Ireland facilities and addressing our excess equipment. Accordingly, we recorded restructuring charges of $67.2 million pre-tax (consisting of a write-down of goodwill and other
intangible assets and the costs associated with exiting or re-sizing facilities) and other charges of $27.2 million pre-tax (consisting of accounts receivable, inventory and asset impairment charges).



In response to the continuing industry economic downturn in
2002, the Company took further steps to realign its cost structure and plant capacity. In February, 2002 the main customer of our Cork, Ireland facility was placed into administration as part of a financial restructuring. As a result, on March 19,
2002, we announced that we were closing our Cork, Ireland facility and that we were taking steps to place the subsidiary that operated that facility in voluntary administration. During the first quarter of 2002, we recorded a charge of $9.7 million
related to the closure of the Cork facility, which is included in the loss for discontinued operations. Prior to taking steps to place the subsidiary that operated the Cork facility in voluntary liquidation, we and our lending group executed an
amendment to our credit facility to waive the default that would have been caused by this action and amend the agreement to permit such facility closure. We have also determined to close our interconnect facility in Donegal, Ireland, primarily due
to decreased revenues generated by that facility as a result of customer losses and reduced volume with existing customers. We expect to cease manufacturing at our Donegal site during the second quarter of 2003. Additionally, we have concluded that
operations at our Austin, Texas location have become too expensive to justify continued operation. We ceased manufacturing at our Austin site during the first quarter of 2003. The Company recorded during the third and fourth quarters of 2002
restructuring charges of $37.4 million related to the cost of exiting equipment leases and facility leases, severance costs, asset impairment charges and inventory exposures and other charges of $2.1 million related to inventory charges resulting
from the disengagement of Dell, coupled with the effects of the continued downturn in the technology sector. The Company recorded further charges of $0.2 million related to the 2002 plan in during the first quarter of 2003 related to severance
costs.



During 2002, the Company completed its
transitional goodwill impairment test resulting in a goodwill impairment charge of $55.6 million.



As a result of restructuring actions and market conditions we incurred a significant operating loss during 2001, which resulted in our
non-compliance with certain financial covenants contained in our credit agreement as at September 30, 2001. In February 2002, we and our lending group executed an amendment to our credit facility to waive the September 30, 2001 defaults and to
revise the covenant tests to be consistent with both then-current revenues and the forecast for 2002.



The Company and its lending group agreed in April 2002 to further amend the credit agreement to increase the Companys permitted loan
balances to correspond to its higher working capital needs.



The Company and its lending group further amended the credit agreement effective as of December 31, 2002, which was prior to the date on which the Company was to revert back to the covenants under the original credit agreement, to
revise certain covenants and waive certain defaults under the credit agreement. The revised terms of the credit agreement establish amended financial and other covenants covering the period up to June 30, 2004, based on the Companys December
2002 business plan. (See Liquidity and Capital Resources)



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The Company was in compliance with the amended financial covenants at March 30, 2003.
Continued compliance with the amended financial covenants through June 30, 2004 is dependent on the Company achieving the forecasts inherent in its current business plan. The forecasts are dependent on a number of factors, many of which are outside
the control of the Company. These include, but are not limited to, general economic conditions and specifically the strength of the electronics industry and the related demand for the products and services by the Companys customers. In the
event of non-compliance, the Companys lenders have the ability to demand repayment of the outstanding amounts under the amended credit facility.



Corporate History



SMTC Corporation is the result of the July 1999 combination of the former SMTC Corporation, or Surface Mount, and HTM Holdings, Inc., or
HTM. Surface Mount was established in Toronto, Ontario in 1985. HTM was established in Denver, Colorado in 1990. SMTC was established in Delaware in 1998. After the combination, we purchased Zenith Electronics facility in Chihuahua, Mexico,
which expanded our cost-effective manufacturing capabilities in an important geographic region. In September 1999, we established a manufacturing presence in the Northeastern United States and expanded our value-added services to include high
precision enclosure capabilities by acquiring Boston, Massachusetts based W.F. Wood. In July 2000, we acquired Pensar Corporation, an EMS company specializing in design engineering and headquartered in Appleton, Wisconsin. In November 2000, we
acquired Qualtron Teoranta, a provider of specialized cable and harness interconnect assemblies, based in Donegal, Ireland and with a subsidiary in Haverhill, Massachusetts.



On July 27, 2000, we consummated an initial public offering of 6,625,000 shares of our common stock and
4,375,000 exchangeable shares of our subsidiary SMTC Manufacturing Corporation of Canada, or SMTC Canada. Each exchangeable share of SMTC Canada is exchangeable at the option of the holder at any time into one share of our common stock, subject to
compliance with applicable securities laws. On August 18, 2000, we sold an additional 1,650,000 shares of common stock upon exercise of the underwriters over-allotment option.



Results of Operations



We currently provide turnkey manufacturing services to the majority of our customers. Turnkey manufacturing services typically result in
higher revenue and higher gross profits but lower gross profit margins when compared to consignment services.



Our contractual arrangements with our key customers generally provide a framework for our overall relationship with our customer. Revenue
is recognized upon shipment to the customer as performance has occurred, all customer specified acceptance criteria have been tested and met, and the earnings process is considered complete. Actual production volumes are based on purchase orders for
the delivery of products. These orders typically do not commit to firm production schedules for more than 30 to 90 days in advance. In order to minimize inventory risk, we generally order materials and components only to the extent necessary to
satisfy existing customer forecasts or purchase orders. Fluctuations in material costs are typically passed through to customers. We may agree, upon request from our customers, to temporarily delay shipments, which cause a corresponding delay in our
revenue recognition.



Our fiscal year end is
December 31. The consolidated financial statements of SMTC, are prepared in accordance with United States GAAP.



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##### Table of Contents



The following
table sets forth certain operating data expressed as a percentage of revenue for the periods ended:



(Unaudited)



|                                                                                                                        |  | Three months ended |  
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------ | -
|                                                                                                                        |  | March 30, 2003     |  
|Revenue                                                                                                                 |  | 100.0              | %
|Cost of sales                                                                                                           |  | 90.6               |  
|                                                                                                                        |  |                    |  
|Gross profit                                                                                                            |  | 9.4                |  
|Selling, general and administrative expenses                                                                            |  | 6.2                |  
|Amortization                                                                                                            |  | 1.2                |  
|Restructuring charges                                                                                                   |  | 0.2                |  
|                                                                                                                        |  |                    |  
|Operating income (loss)                                                                                                 |  | 1.8                |  
|Interest                                                                                                                |  | 1.7                |  
|                                                                                                                        |  |                    |  
|Earnings (loss) before income taxes, discontinued operations and the cumulative effect
of a change in accounting policy |  | 0.1                |  
|Income tax expense (recovery)                                                                                           |  | 0.1                |  
|                                                                                                                        |  |                    |  
|Earnings (loss) from continuing operations                                                                              |  | 0.0                |  
|Loss from discontinued operations                                                                                       |  |                   |  
|Cumulative effect of a change in accounting policy                                                                      |  |                   |  
|                                                                                                                        |  |                    |  
|Net earnings (loss)                                                                                                     |  | 0.0                | %
|                                                                                                                        |  |                    |  



Quarter ended March
30, 2003 compared to the quarter ended March 31, 2002



Revenue



Revenue decreased
$52.9 million, or 38.1%, from $138.9 million in the first quarter of 2002 to $86.0 million in the first quarter of 2003 due to the Companys decision to terminate its supply agreement with Dell during 2002 and to a reduction in revenue earned
from IBM, Alcatel and other customers due to the continued economic slowdown. During the second quarter of 2002, the Company informed Dell of its intention to terminate its supply agreement and to end production over the third quarter of 2002. The
Companys decision was taken after a review of the Companys return on capital requirements indicated that the customers programs were not generating sufficient returns and, at the same time, were utilizing a disproportionate amount
of working capital. With the exit of Dell now complete, the Company expects lower revenues in 2003, which is expected to be offset by reduced expenses and reduced working capital requirements.



During the first quarter of 2003, we recorded approximately
$2.4 million of sales of raw materials inventory to customers, which carried no margin, compared to $10.0 million of such sales for the same period in 2002.



Revenue from IBM of $17.5 million and Alcatel of $12.9 million for the first quarter of 2003 was 20.3% and 15.0%, respectively, of total
revenue for the period. Revenue from IBM of $36.4 million and Alcatel of $19.8 million for the first quarter of 2002 was 26.2% and 14.2%, respectively, of total revenue for the period. No other customers represented more than 10% of revenue in
either period.



In the first quarter of 2003,
50.3% of our revenue was generated from operations in the United States, 24.0% from Mexico, 24.4% from Canada and 1.3% from Europe. In the first quarter of 2002, 62.9% of our revenue was generated from operations in the United States, 26.7% from
Mexico, 9.7% from Canada, and 0.7% from Europe. We expect to continue to increase the portion of revenue attributable to our Chihuahua facility, with the transfer of certain production from other facilities. We also expect to terminate manufacturing
in



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##### Table of Contents

Europe during the second quarter of 2003. Additionally, we expect to begin having products manufactured for us in China by the end of the
second quarter of 2003.



Gross Profit



Gross profit increased $1.4 million from $6.7 million, or 4.9%
of revenue, for the first quarter of 2002 to $8.1 million, or 9.4% of revenue, for the first quarter of 2003. The improvement in gross profit is due largely to the change in customer mix coupled with a reduction in fixed manufacturing expenses
achieved through the restructuring efforts initiated during fiscal years 2001 and 2002. The improvement in gross margin is due to the change in customer mix coupled with lower labor costs as a percentage of revenue, due to the continued focus on
expense management.



The Company writes down
estimated obsolete or excess inventory for the difference between the cost of inventory and estimated market 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.



Selling, General & Administrative Expenses



Selling, general and administrative expenses decreased $1.8 million from $7.1 million, or 5.1% of revenue, for the first quarter of 2002
to $5.3 million, or 6.2% of revenue, for the first quarter of 2003. The reduction in selling, general and administrative expenses is due to our continued focus on reducing selling, general and administrative expenses at each site. The increase in
selling, general and administrative expenses as a percentage of revenue is a result of the lower sales base.



Amortization



Amortization of intangible assets of $1.0 million for the first quarter of 2003 represents the amortization of deferred finance costs related to the establishment of our senior credit facility in July 2000 and subsequent
amendments. The costs associated with our amended and restated senior credit facility are being amortized over the remaining term of the debt.



Amortization of intangible assets of $0.4 million for the first quarter of 2002 included the amortization of $0.3 million of deferred
finance costs related to the establishment of our senior credit facility in July 2000 and subsequent amendments, and $0.1 million of deferred equipment lease costs.



Restructuring Charges



During fiscal year 2001, in response to excess capacity caused by the slowing technology end market, the Company commenced a restructuring
program aimed at reducing its cost structure. In response to the continuing industry economic downturn, the Company took further steps to realign its cost structure and plant capacity and in the third and fourth quarter of 2002 recorded
restructuring charges of $37.4 million related to the cost of exiting equipment and facility leases, severance costs, asset impairment charges, inventory exposures and other facility exit costs and other charges of $2.1 million primarily related to
the costs associated with the disengagement of a customer and the continued downturn.



The Company recorded further charges of $0.2 million related to the 2002 plan during the first quarter of 2003 related to severance costs associated with the closure of the Austin facility and the
resizing of various other facilities. The severance costs related to 58 plant and operational employees, primarily at the Austin and Mexico facilities.



The Company expects the majority of the remaining restructuring accruals as at March 30, 2003 of $1.7 million relating to the 2001
restructuring program and $18.4 million relating to the 2002 restructuring program to be paid by the end of fiscal year 2004.



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Interest Expense



Interest expense decreased $0.8 million from
$2.3 million for the first quarter of 2002 to $1.5 million, for the first quarter of 2003. Lower average debt outstanding during the first quarter of 2003 was partially offset by higher interest rates. The weighted average interest rates with
respect to the debt for the first quarter of 2003 and 2002 were 7.6% and 7.2%, respectively.



Income Tax Expense



For the first quarter of 2003, an income tax expense of $0.1 million was recorded on pre-tax earnings of $0.1 million. 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. Based upon consideration of these factors, management believes the recorded valuation allowance related to the loss
carryforwards is appropriate. However, in the event that actual results differ from estimates or management adjusts these estimates in future periods, the Company may need to establish an additional valuation allowance, which could materially impact
its financial position and results of operations. At March 30, 2003, the Company had a deferred tax asset of $34.2 million. The Companys future results of operations could be materially affected if it determines to increase the valuation
allowance related to the deferred tax asset. For the first quarter of 2002 an income tax recovery of $0.6 million was recorded on a pre-tax loss before discontinued operations and the cumulative effect of a change in accounting policy of $3.1
million resulting in an effective tax recovery rate of 19.4%, as losses in certain jurisdictions were not tax effected due to the uncertainty of our ability to utilize such losses.



Discontinued Operations



In February, 2002 the main customer of our Cork, Ireland facility was placed into administration as part of a financial restructuring. As
a result, on March 19, 2002, we announced that we were closing our Cork, Ireland facility and that we were taking steps to place the subsidiary that operated that facility in voluntary administration. During the first quarter of 2002, we recorded a
charge of $9.7 million related to the closure of the facility. The Company placed the subsidiary in voluntary administration by the end of the first quarter.



The following information relates to the discontinued operations:



|                                  |  | Quarter ended 
|--------------------------------- |  | --------------
|(in millions)                     |  | March 30, 2003
|Revenue                           |  | $             
|                                  |  |               
|Loss from discontinued operations |  | $             
|                                  |  |               



In 2002,
the loss from discontinued operations includes the cost of closing the Cork facility of $9.7 million. Within this amount are the write-off of the net assets of $6.7 million (comprised of capital assets of $1.1 million and net working capital of $5.6
million) and other costs associated with exiting the facility of $3.0 million. Included in the other costs is severance of $1.3 million related to the termination of all employees at that site. Costs of $2.7 million were paid out during 2002 and
costs of $0.1 million were paid out during the quarter ended March 30, 2003.



Liquidity and Capital Resources



Our principal sources of liquidity are cash provided from operations and borrowings under our senior credit facility. In the past, we have also relied on our access to the capital markets. Our principal uses of cash have been to meet
debt service requirements and to finance capital expenditures and working capital



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##### Table of Contents

requirements. We anticipate our principal uses of cash in the future will continue to be to meet debt service requirements and to finance
capital expenditures and working capital requirements.



During the second quarter of 2002, the Company informed Dell of its intention to terminate its supply agreement with Dell and to end production over the third quarter of 2002. The Companys decision was taken after a review of
the Companys return on capital requirements indicated that the customers programs were not generating sufficient returns and, at the same time, were utilizing a disproportionate amount of working capital. The Company expects lower
revenues in 2003, which is expected to be offset by reduced expense levels and reduced working capital usage.



Three months ended March 30, 2003 Liquidity:



Net cash provided by operating activities for the first quarter of 2003 was $1.6 million. Cash was generated
largely from net earnings and the collection of accounts receivable, partially offset by a decline in accounts payable and accrued liabilities. Our net cash cycle improved from 52 days for the first quarter of 2002 to 39 days for the first quarter
of 2003. Days inventory improved to 44 days exiting the first quarter of 2003 from 62 days exiting the first quarter of 2002.



Net cash used in financing activities for the first quarter of 2003 was $1.8 million due to the net repayment of long-term debt of $1.7
million, consisting of the repayment of the term component of the credit facility of $3.7 million, offset by an increase to the revolving component of the credit facility of $2.0 million and the repayment of capital leases of $0.1 million.



Net cash used in investing activities for the
first quarter of 2003 was $0.0 million.



Three months ended March 31, 2002 Liquidity:



Net cash provided by operating activities for the first quarter of 2002 was $1.4 million. Lower levels of activity and our continued focus on improving our balance sheet metrics led to reduced working
capital usage.



Net cash used by financing
activities for the quarter ended March 31, 2002 was $10.7 million due to the repayment of long-term debt of $10.3 million, the repayment of capital leases of $0.1 million and the costs associated with the amendment to our credit agreement of $0.3
million.



Net cash used in investing activities
for the quarter ended March 31, 2002 was $1.0 million due to the purchase of capital assets.



Capital Resources



As a result of restructuring actions and market conditions we incurred a significant operating loss during 2001, which resulted in our non-compliance with certain financial covenants contained in our credit agreement as at
September 30, 2001. In February 2002, we and our lending group executed an amendment to our credit facility to waive the September 30, 2001 defaults and to revise the covenant tests to be consistent with both then-current revenues and the forecast
for 2002.



In connection with the February 2002
amendment, the Company agreed to issue to the lenders warrants to purchase common stock of the Company for 1.5% of the total outstanding shares on February 11, 2002 and 0.5% of the total outstanding shares on December 31, 2002. All of these warrants
were cancelled in exchange for warrants issued in connection with the December 31, 2002 amendment, as described below.



The Company paid amendment fees of $1.5 million comprised of $0.7 million, representing 0.5% of the lenders commitments under the
revolving credit facilities and term loans outstanding at February 11, 2002, and other amendment related fees of $0.8 million.



In March 2002, we and our lenders executed an amendment to our credit facility to waive the default that would have been caused by placing
the subsidiary that operated the Cork, Ireland facility in voluntary liquidation. We paid $0.1 million in amendment fees in connection with such amendment.





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The Company
and its lending group agreed in April 2002 to further amend the credit agreement to increase the Companys permitted loan balances to correspond to its higher working capital needs. In connection with such amendment, we paid approximately $0.1
million in amendment fees.



The Company and its
lending group further amended the credit agreement effective December 31, 2002, which was prior to the date on which the Company was to revert back to the covenants under the original credit agreement, to revise certain covenants and waive certain
defaults under the credit agreement. The revised terms of the credit agreement establish amended financial and other covenants covering the period up to June 30, 2004, based on the Companys current business plan. The amended facility provides
for $27.5 million in term loans and $90.0 million in revolving credit loans, swing-line loans and letters of credit.



Continued compliance with the financial covenants is dependent on the Company achieving the forecasts inherent in its December 2002
business plan. The forecasts are dependent on a number of factors, many of which are outside the control of the Company. These include, but are not limited to, general economic conditions and specifically the strength of the electronics industry and
the related demand for products and services by the Companys customers. If the Company does not comply with its financial covenants and such default 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, the lenders could proceed against any collateral granted to them to secure the indebtedness. Substantially all of the Companys assets have been pledged to
the lenders as collateral for the Companys obligations under the senior credit facility.



During the amendment period, the facility bears interest at the U.S. base rate as defined in the credit agreement plus 2.5%. As March 30, 2003 we had borrowed $80.9 million under this facility.



In connection with the December 31, 2002
amendment, the lenders returned to the Company for cancellation the existing warrants they held, and the Company agreed to issue to the lenders warrants to purchase common stock of the Company at an exercise price equal to the fair market value
(defined as average of the last reported sales price of the common stock of the company for twenty consecutive trading days commencing 22 trading days before the date in question) at the date of the grant for (a) 4.0% of the total outstanding shares
on December 31, 2002, (b) 1.0% of the total outstanding shares on December 31, 2002, (c) 0.75% of the total outstanding shares on the date that is 45 days after the end of the Companys first fiscal quarter of 2003, (d) 0.75% of the total
outstanding shares on the date that is 45 days after the end of the Companys second fiscal quarter of 2003, (e) 0.75% of the total outstanding shares on the date that is 45 days after the end of the Companys third fiscal quarter of 2003,
(f) 0.75% of the total outstanding shares on the date that is 90 days after the end of the Companys fourth fiscal quarter of 2003, (g) 1.0% of the total outstanding shares on the date that is 45 days after the end of the Companys first
fiscal quarter of 2004 and (h) 1.0% of the total outstanding shares on the date that is 45 days after the end of the Companys second fiscal quarter of 2004; provided, however that if the Company meets certain EBITDA targets on the dates
identified in (c) through (h) above, it will not issue warrants corresponding to such date. The Company met its EBITDA targets as at March 30, 2003. As such, the warrants referred to in (c) above were not issued. If all amounts outstanding under the
credit agreement are repaid in full on or before December 31, 2003, all warrants referred to in (b) through (e) above and received by the lenders shall be returned to the Company and cancelled. The warrants will not be tradable separate from the
related debt until the later of December 31, 2003 or nine months after the issuance of the warrants being transferred.



In connection with the December 31, 2002 amendment, we paid approximately $1.7 million in amendment fees. The amendment fees and the fair
value of the warrants to be issued in connection with the December 31, 2002 amendment have been accounted for as deferred financing fees included in other assets in the financial statements.



If the Company is able to achieve its December 2002 business
plan, management believes that cash generated from operations, available cash and amounts available under our senior credit facility will be adequate to meet our debt service requirements, capital expenditures and working capital needs at our
current level of operations and organic growth through the next twelve months, although no assurance can be given in this regard, particularly with respect to amounts available under our credit facility, as discussed above. If the Company is unable
to achieve its December 2002 business plan and does not comply with its financial covenants, we would not have sufficient resources to meet our debt service requirements, capital expenditures and working capitals needs unless such default is cured
or waived. Further, there can be no assurance that our



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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 or refinance indebtedness will be subject to future economic conditions and to financial, business and other factors, certain of which are beyond our control.



Recently Issued Accounting Standards



In August 2001, the FASB issued Statement No. 143, Accounting
for Asset Retirement Obligations, which requires that the fair value of an asset retirement obligation be recorded as a liability, at fair value, in the period in which the Company incurs the obligation. The Statement is effective for fiscal 2003
and there was no material effect as a result of the adoption of this Statement on January 1, 2003.



In July 2002, the FASB issued Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities (Statement
146), which nullifies Emerging Issues Task Force (EITF) Issue 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (EITF 94-3). Statement 146 recognizes the liability
for an exit or disposal activity only when a liability is incurred and can be measured at fair value. Under EITF 94-3 a commitment to an exit or disposal plan was sufficient to record the majority of the costs. Statement 146 is effective for exit or
disposal activities initiated after December 31, 2002. The Company adopted this Statement on January 1, 2003 and accordingly, the restructuring charges recorded in the quarter ended March 30, 2003 were made in accordance with the new standard.



In November 2002, the FASB issued Interpretation
No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees and Indebtedness of Others (FIN 45), which requires certain disclosures of obligations under guarantees. The disclosure
requirements of FIN 45 were effective for the Companys year ended December 31, 2002. Effective for 2003, FIN 45 also requires the recognition of a liability by a guarantor at the inception of certain guarantees entered into or modified after
December 31, 2002, based on the fair value of the guarantee. The Company adopted the disclosure requirements in its 2002 consolidated financial statements. The Company has not entered into or modified any guarantees after December 31, 2002. See note
11 for disclosure related to guarantees.



Critical Accounting
Policies



The preparation of financial
statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.



Note 2 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2002 describes
the significant accounting policies and methods used in the preparation of our consolidated financial statements. The following critical accounting policies are impacted significantly by judgments, assumptions and estimates used in the preparation
of financial statements. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.



Allowance for Doubtful Accounts



The Company evaluates the collectibility of accounts
receivable and records an allowance for doubtful accounts, which reduces the accounts receivable to the amount management reasonably believes will be collected. A specific allowance is recorded against customer receivables that are considered to be
impaired based on the Companys knowledge of the financial condition of its customers. In determining the amount of the allowance, the Company considers factors including the length of time the receivables have been outstanding, customer and
industry concentrations, current business environment and historical experience. Unanticipated changes in the liquidity or financial position of our customers may require additional provisions for doubtful accounts.



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Inventory Valuation



Inventories are valued on a first-in,
first-out basis at the lower of cost and replacement cost for raw materials and at the lower of cost and net realizable value for work in progress and finished goods. Inventories include an application of relevant overhead. Our industry is
characterized by rapid technological change, short-term customer commitments and rapid changes in demand. The Company writes down estimated obsolete or excess inventory for the difference between the cost of inventory and estimated market value
based on 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 actual market conditions or our customers
product demands are less favorable than those projected, additional provisions may be required.



Restructuring and Other Charges



In response to excess capacity caused by the slowing technology end market, the Company recorded restructuring and other charges aimed at reducing its cost structure. In connection with exit
activities, the Company recorded charges for inventory write-downs, employee termination costs, lease and other contractual obligations, long-lived asset impairment and other exit-related costs. These charges were incurred pursuant to formal plans
developed by management. The recognition of restructuring and other charges required the Company to make certain judgments and estimates regarding the nature, timing and amount of costs associated with the planned exit activities. The estimates of
future liabilities may change, requiring the recording of additional charges or the reduction of liabilities already recorded. At the end of each reporting period, the Company evaluates the remaining accrued balances to ensure that no excess
accruals are retained and the utilization of the provision are for their intended purposed in accordance with the developed exit plans.



Long-lived Assets



The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset (or asset groupings) to future net cash flows expected to be generated by the asset. If such assets are
considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Effective January 1, 2002, the Company adopted the new accounting standard issued in
2001, which is summarized in note 2(q(ii)), changes in accounting policies, to the December 31, 2002 consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Securities and
Exchange Commission on March 27, 2003. The adoption of this new accounting standard did not affect the Companys financial statements as at the date of adoption.



Income Tax Valuation Allowance



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. Based upon consideration of these factors, management believes the recorded valuation allowance related to the loss
carryforwards is appropriate. However, in the event that actual results differ from estimates or management adjusts these estimates in future periods, the Company may need to establish an additional valuation allowance, which could materially impact
its financial position and results of operations. At March 30, 2003, the Company had a deferred tax asset of $34.2 million. The Companys future results of operations could be materially affected if it determines to increase the valuation
allowance related to the deferred tax asset.



FORWARD-LOOKING
STATEMENTS



A number of the matters and
subject areas discussed in this Form 10-Q are forward-looking in nature. The discussion of such matters and subject areas is qualified by the inherent risks and uncertainties surrounding future expectations generally; these expectations may differ
materially from SMTCs actual future experience involving any one or more of such matters and subject areas. SMTC cautions readers that all statements other than statements of historical facts included in this quarterly Form 10-Q regarding
SMTCs financial position and



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business strategy may constitute forward-looking statements. All of these forward-looking statements are based upon estimates and assumptions
made by SMTCs management, which although believed to be reasonable, are inherently uncertain. Therefore, undue reliance should not be placed on such estimates and statements. No assurance can be given that any of such estimates or statements
will be realized, and it is likely that actual results will differ materially from those contemplated by such forward-looking statements. Factors that may cause such differences include: (1) increased competition; (2) increased costs; (3) the
inability to implement our business plan and maintain covenant compliance under our credit agreement; (4) the loss or retirement of key members of management; (5) increases in SMTCs cost of borrowings or lack of availability of debt or equity
capital on terms considered reasonable by management; (6) adverse state, federal or foreign legislation or regulation or adverse determinations by regulators; (7) changes in general economic conditions in the markets in which SMTC may compete and
fluctuations in demand in the electronics industry; (8) the inability to manage inventory levels efficiently in light of changes in market conditions; and (9) the inability to sustain historical margins as the industry develops. SMTC has attempted
to identify certain of the factors that it currently believes may cause actual future experiences to differ from SMTCs current expectations regarding the relevant matter or subject area. In addition to the items specifically discussed in the
foregoing, SMTCs business and results of operations are subject to the risks and uncertainties described under the heading Factors That May Affect Future Results below. The operations and results of SMTCs business may also be
subject to the effect of other risks and uncertainties. Such risks and uncertainties include, but are not limited to, items described from time to time in SMTCs reports filed with the Securities and Exchange Commission.



FACTORS THAT MAY AFFECT FUTURE RESULTS



RISKS RELATED TO OUR BUSINESS AND INDUSTRY



We are exposed to general economic conditions, which could have a material
adverse impact on our business, operating results and financial condition.



As a result of recent unfavorable economic conditions and reduced capital spending, our sales have declined from 2001 to 2002 and the first quarter of 2003. In particular, sales to OEMs in the
telecommunications and networking industries worldwide were impacted during 2002. If economic conditions worsen or fail to improve, we may experience a material adverse impact on our business, operating results and financial condition.



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



Our two largest customers during the first quarter of 2003 were IBM and Alcatel, which represented approximately 20.3% and 15.0%, respectively, of our total revenue for that period. Our top ten largest
customers (including IBM and Alcatel) collectively represented approximately 85.1% of our total revenue during the first quarter of 2003. During the second quarter of 2002, the Company informed Dell of its intention to terminate its supply agreement
with Dell and to end production over the third quarter of 2002. The Companys decision was taken after a review of the Companys return on capital requirements indicated that the customers programs were not generating sufficient
returns and, at the same time, were utilizing a disproportionate amount of working capital. Nevertheless, 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 industry is very competitive and we may not be successful if we fail to compete effectively.



The electronics manufacturing services (EMS) industry is
highly competitive. We compete against numerous domestic and foreign EMS providers including Celestica Inc., Flextronics International Ltd., Jabil Circuit, Inc., Sanmina-SCI, Inc., Solectron Corporation, Benchmark and Plexus. In addition, we may in
the future encounter competition from other large electronics manufacturers that are selling, or may begin to sell, electronics manufacturing services. Many of our competitors have international operations, and some may have



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substantially greater manufacturing, financial, research and development and marketing resources and lower cost structures than we do. We
also face competition from the manufacturing operations of current and potential customers, which are continually evaluating the merits of manufacturing products internally versus the advantages of using external manufacturers.



We may experience variability in our operating results, which could
negatively impact the price of our shares.



Our annual and quarterly results have fluctuated in the past. The reasons for these fluctuations may similarly affect us in the future. Historically, our calendar fourth quarter revenue has been highest and our calendar first quarter
revenue has been lowest. Prospective investors should not rely on results of operations in any past period to indicate what our results will be for any future period. Our operating results may fluctuate in the future as a result of many factors,
including:



| |  |  | variations in the timing and volume of customer orders relative to our manufacturing capacity;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | variations in the timing of shipments of products to customers;
| | - |  | ---------------------------------------------------------------



| |  |  | introduction and market acceptance of our customers new products;
| | - |  | ------------------------------------------------------------------



| |  |  | changes in demand for our customers existing products;
| | - |  | -------------------------------------------------------



| |  |  | the accuracy of our customers forecasts of future production requirements;
| | - |  | ---------------------------------------------------------------------------



| |  |  | effectiveness in managing our manufacturing processes and inventory levels;
| | - |  | ---------------------------------------------------------------------------



| |  |  | changes in competitive and economic conditions generally or in our customers markets;
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| |  |  | changes in the cost or availability of components or skilled labor; and
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| |  |  | the timing of, and the price we pay for, acquisitions and related integration costs.
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In addition, most of our customers typically do not commit to firm production schedules more than 30 to 90
days in advance. Accordingly, we cannot forecast the level of customer orders with certainty. This makes it difficult to schedule production and maximize utilization of our manufacturing capacity. In the past, we have been required to increase
staffing, purchase materials and incur other expenses to meet the anticipated demand of our customers. Sometimes anticipated orders from certain customers have failed to materialize, and sometimes delivery schedules have been deferred as a result of
changes in a customers business needs. Any material delay, cancellation or reduction of orders from our largest customers could cause our revenue to decline significantly. In addition, as many of our costs and operating expenses are relatively
fixed, a reduction in customer demand can decrease our gross margins and adversely affect our business, financial condition and results of operations. On other occasions, customers have required rapid and unexpected increases in production, which
have placed burdens on our manufacturing capacity.



Any of these factors or a combination of these factors could have a material adverse effect on our business, financial condition and results of operations.



We are dependent upon the electronics industry, which produces technologically advanced products with short life cycles.



Substantially all of our customers are in
the electronics industry, which is characterized by intense competition, short product life-cycles and significant fluctuations in product demand. In addition, the electronics industry is generally subject to rapid technological change and product
obsolescence. If our customers are unable to create products that keep pace with the changing technological environment, their products could become obsolete and the demand for our services could significantly decline. Our success is largely
dependent on the success achieved by our customers in developing and marketing their products.



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Furthermore, this industry is subject to economic cycles and has in the past experienced downturns. A continued recession or a downturn in
the electronics industry would likely have a material adverse effect on our business, financial condition and results of operations.



Shortage or price fluctuation in component parts specified by our customers could delay product shipment and affect our profitability.



A substantial portion of our revenue is
derived from turnkey manufacturing. In turnkey manufacturing, we provide both the materials and the manufacturing services. If we fail to manage our inventory effectively, we may bear the risk of fluctuations in materials costs, scrap
and excess inventory, all of which can have a material adverse effect on our business, financial condition and results of operations. We are required to forecast our future inventory needs based upon the anticipated demands of our customers.
Inaccuracies in making these forecasts or estimates could result in a shortage or an excess of materials. In addition, delays, cancellations or reductions of orders by our customers could result in an excess of materials. A shortage of materials
could lengthen production schedules and increase costs. An excess of materials may increase the costs of maintaining inventory and may increase the risk of inventory obsolescence, both of which may increase expenses and decrease profit margins and
operating income.



Many of the products we
manufacture require one or more components that we order from sole-source suppliers. Supply shortages for a particular component can delay productions of all products using that component or cause cost increases in the services we provide. In
addition, in the past, some of the materials we use, such as memory and logic devices, have been subject to industry-wide shortages. As a result, suppliers have been forced to allocate available quantities among their customers and we have not been
able to obtain all of the materials desired. Our inability to obtain these needed materials could slow production or assembly, delay shipments to our customers, increase costs and reduce operating income. Also, we may bear the risk of periodic
component price increases. Accordingly, some component price increases could increase costs and reduce operating income. Also we rely on a variety of common carriers for materials transportation, and we route materials through various world ports. A
work stoppage, strike or shutdown of a major port or airport could result in manufacturing and shipping delays or expediting charges, which could have a material adverse effect on our business, financial condition and results of operations.



We have experienced significant growth and significant
retrenchment in a short period of time.



Since 1995, we have completed seven acquisitions. Acquisitions may involve numerous risks, including difficulty in integrating operations, technologies, systems, and products and services of acquired companies; diversion of
managements attention and disruption of operations; increased expenses and working capital requirements; entering markets in which we have limited or no prior experience and where competitors in such markets have stronger market positions; and
the potential loss of key employees and customers of acquired companies. In addition, acquisitions may involve financial risks, such as the potential liabilities of the acquired businesses, the dilutive effect of the issuance of additional equity
securities, the incurrence of additional debt, the financial impact of transaction expenses and the amortization of goodwill and other intangible assets involved in any transactions that are accounted for using the purchase method of accounting, and
possible adverse tax and accounting effects.



In
2001 we implemented a restructuring plan that called for significant retrenchment. We closed our Denver and Haverhill facilities and resized operations in Mexico and Ireland in an effort to reduce our cost structure. In February, 2002 the main
customer of our Cork, Ireland facility was placed into administration as part of a financial restructuring. As a result, on March 19, 2002, we announced that we were closing our Cork, Ireland facility and that we were taking steps to place the
subsidiary that operates that facility in voluntary administration. During the third quarter of 2002, the Company took further steps to realign its cost structure and plant capacity. We have also determined to close our interconnect facility in
Donegal, Ireland and our site in Austin, Texas. Manufacturing ceased in Austin, Texas during the first quarter of 2003, and we expect to cease operations at Donegal, Ireland during the second quarter of 2003. Retrenchment has caused, and is expected
to continue to cause, strain on our infrastructure, including our managerial, technical and other resources. We may experience inefficiencies as we integrate operations from closed facilities to currently operating facilities and may experience
delays in meeting the needs of transferred customers. In addition, we are reducing the geographic dispersion of our operations, which may make it harder for us to compete and may cause us to lose



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customers. The loss of customers could have a material adverse effect on our business, financial condition and results of operations.



We have a limited history of owning and
operating our acquired businesses on a consolidated basis. There can be no assurance that we will be able to meet performance expectations or successfully integrate our acquired businesses on a timely basis without disrupting the quality and
reliability of service to our customers or diverting management resources. Our rapid growth and subsequent retrenchment has placed and will continue to place a significant strain on management, on our financial resources, and on our information,
operating and financial systems. If we are unable to manage effectively, it may have a material adverse effect on our business, financial condition and results of operations.



If we are unable to respond to rapidly changing technology and process development, we may not be able to compete
effectively.



The market for our products and
services is characterized by rapidly changing technology and continuing process development. The future success of our business will depend in large part upon our ability to maintain and enhance our technological capabilities, to develop and market
products and services that meet changing customer needs, and to successfully anticipate or respond to technological changes on a cost-effective and timely basis. In addition, the EMS industry could in the future encounter competition from new or
revised technologies that render existing technology less competitive or obsolete or that reduce the demand for our services. There can be no assurance that we will effectively respond to the technological requirements of the changing market. To the
extent we determine that new technologies and equipment are required to remain competitive, the development, acquisition and implementation of such technologies and equipment may require us to make significant capital investments. There can be no
assurance that capital will be available for these purposes in the future or that investments in new technologies will result in commercially viable technological processes.



Our business will suffer if we are unable to attract and retain key personnel and skilled employees.



Our business depends on our ability to continue to recruit,
train and retain skilled employees, particularly executive management, engineering and sales personnel. Recruiting personnel in our industry is highly competitive. In addition, our ability to successfully implement our business plan depends in part
on our ability to retain key management and existing employees. There can be no assurance that we will be able to retain our executive officers and key personnel or attract qualified management in the future. In connection with our restructuring, we
significantly reduced our workforce. If we receive a significant volume of new orders, we may have difficulty recruiting skilled workers back into our workforce to respond to such orders and accordingly may experience delays that could adversely
effect our ability to meet customers delivery schedules.



Risks particular to our international operations could adversely affect our overall results.



Revenue generated outside of the United States and Canada was approximately 8.8% in the first quarter of 2003. International operations
are subject to inherent risks, including:



| |  |  | fluctuations in the value of currencies and high levels of inflation;
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| |  |  | longer payment cycles and greater difficulty in collecting amounts receivable;
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| |  |  | unexpected changes in and the burdens and costs of compliance with a variety of foreign laws;
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| |  |  | political and economic instability;
| | - |  | -----------------------------------



| |  |  | increases in duties and taxation;
| | - |  | ---------------------------------



| |  |  | imposition of restrictions on currency conversion or the transfer of funds;
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| |  |  | trade restrictions; and
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| |  |  | dependence on key customers.
| | - |  | ----------------------------



We are subject to a variety of environmental laws, which expose us to potential financial liability.



Our operations are regulated under a number of federal, state,
provincial, local and foreign environmental and safety laws and regulations, which govern, among other things, the discharge of hazardous materials into the air and water as well as the handling, storage and disposal of such materials. Compliance
with these environmental laws is a major consideration for us because we use metals and other hazardous materials in our manufacturing processes. We may be liable under environmental laws for the cost of cleaning up properties we own or operate if
they are or become contaminated by the release of hazardous materials, regardless of whether we caused such release. In addition we, along with any other person who arranges for the disposal of our wastes, may be liable for costs associated with an
investigation and remediation of sites at which we have arranged for the disposal of hazardous wastes, if such sites become contaminated, even if we fully comply with applicable environmental laws. In the event of a contamination or violation of
environmental laws, we could be held liable for damages including fines, penalties and the costs of remedial actions and could also be subject to revocation of our discharge permits. Any such revocations could require us to cease or limit production
at one or more of our facilities, thereby having a material adverse effect on our operations. Environmental laws could also become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with any
violation, which could have a material adverse effect on our business, financial condition and results of operations.



RISKS RELATED TO OUR CAPITAL STRUCTURE



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



At March 30, 2003, we had $80.9 million of
indebtedness under our senior credit facility. This debt could have adverse consequences for our business, including:



| |  |  | We will be more vulnerable to adverse general economic conditions;
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| |  |  | 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;
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| |  |  | We may have difficulty obtaining financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes;
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| |  |  | We may have limited flexibility in planning for, or reacting to, changes in our business and industry;
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| |  |  | We could be limited by financial and other restrictive covenants in our credit arrangements in our borrowing of additional funds; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We may fail to comply with the covenants under which we borrowed our indebtedness which 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, the lenders could proceed against any collateral granted to them to secure
that indebtedness. Substantially all of the Companys assets have been pledged to the lenders as collateral for the Companys obligations under the senior credit facility. During the fourth quarter of 2002, we were in violation of certain
covenants contained in our credit agreement. Such violation was waived and the credit agreement was amended to provide financial covenants through June 2004 consistent with our December 2002 business plan. However, there can be no assurance that we
will maintain compliance with the covenants under our credit agreement.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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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 our senior credit facility or successor facilities.



The terms of our credit agreement impose significant restrictions on our ability to operate.



The terms of our current credit agreement restrict, among other things, our ability to incur additional indebtedness, complete
acquisitions, pay dividends or make certain other restricted payments, consummate certain asset sales, make capital expenditures, incur cash restructuring costs, enter into certain transactions with affiliates, merge, consolidate or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of our assets. We are also required to maintain specified financial ratios and satisfy certain monthly and quarterly financial condition tests, which further restrict our
ability to operate as we choose. During the fourth quarter of 2002, we were in violation of certain covenants contained in our credit agreement. Such violation was waived and the credit agreement was amended to provide financial covenants through
June 2004 consistent with our December 2002 business plan. As a result of our non-compliance, customers may lose confidence in us and reduce or eliminate their orders with us which may have a material adverse effect on our business, financial
condition and results of operations.



Substantially all of our assets and those of our subsidiaries are pledged as security under our senior credit facility.



Institutional investors and certain members of management have significant influence over our business, and could delay, deter or prevent a change of
control or other business combination.



Certain of our institutional investors have representatives on our board of directors, including investment funds affiliated with Bain Capital, LLC and investment funds affiliated with Celerity Partners. Further, certain members of
our management, who are also stockholders of SMTC, serve on our board. By virtue of such stock ownership and board representation, certain of our institutional investors and certain members of management have a significant influence over all matters
submitted to our stockholders, including the election of our directors, and exercise significant control over our business policies and affairs. Such concentration of voting power could have the effect of delaying, deterring or preventing a change
of control or other business combination that might otherwise be beneficial to our stockholders.



Provisions in our charter documents and state law may make it harder for others to obtain control of us even though some stockholders might consider such a development favorable.



Provisions in our charter, by-laws and certain provisions
under Delaware law may have the effect of delaying or preventing a change of control or changes in our management that stockholders consider favorable or beneficial. If a change of control or change in management is delayed or prevented, the market
price of our shares could suffer.



Item 3: Quantitative and Qualitative Disclosure about Market Risk



Interest Rate Risk



Our senior credit facility bears interest at a floating rate. The weighted average interest rate on our senior credit facility for the quarter ended March 30, 2003 was 7.6%. Our debt of $80.9 million bore interest at 6.8% on
March 30, 2003 based on the U.S. base rate. If the U.S. base rate increased by 10% our interest rate would have risen to 7.1% and our interest expense would have increased by approximately $0.1 million for the first quarter of 2003.



Foreign Currency Exchange Risk.



Most of our sales and purchases are denominated in U.S.
dollars, and as a result we have relatively little exposure to foreign currency exchange risk with respect to sales made.



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Item 4.
Controls and Procedures



| | (a) |  | Evaluation of Disclosure Controls and Procedures. The Companys Chief Executive Officer and Chief Financial Officer have conducted an evaluation of the
Companys disclosure controls and procedures as of a date within 90 days of filing this quarterly report. Based on their evaluation, the Companys Chief Executive Officer and Chief 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 recorded, processed, summarized and reported within
the time periods specified in the applicable Securities and Exchange Commission rules and forms.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | Changes in Internal Controls and Procedures. There were no significant changes in the Companys internal controls or in other factors that could
significantly affect these controls subsequent to the date of the most recent evaluation of these controls by the Companys Chief Executive Officer and Chief Financial Officer.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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PART II
OTHER INFORMATION



Item 5.    Other Information



Accompanying this Quarterly Report on Form 10-Q are the certificates of the Chief Executive Officer and Chief Financial Officer required by Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, copies of which are furnished as exhibits to this report.



Michael Griffiths declined to stand for re-election as a member of SMTCs Board of Directors at the Companys 2003 Annual Meeting of Stockholders. Accordingly, his term as a director serving
the Companys Board and as a member of the Audit Committee expired on May 6, 2003, the date of the Annual Meeting.



The Company ceased manufacturing at the Austin, Texas facility during the first quarter of 2003 and transferred the production to more cost effective
regions. The Company ceased manufacturing at the Donegal, Ireland site during April of 2003 and has entered into alternative arrangements to produce cables and harnesses for its customers.



Item 6.    Exhibits And Reports On Form 8-K



(a) List of Exhibits:



10.1 Lease Agreement dated as of January 1, 2003 between the Estate of Edwin A. Helwig, Barbara G. Helwig and SMTC Corporation.



99.1 Certification of Paul 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 May 14, 2003.



99.2 Certification of Frank Burke, 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 May 14, 2003.



(b) Reports on Form 8-K: None.



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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 CORPORATION



By:

/s/    Paul WalkerName: Paul Walker Title: President and CEO




By:

/s/    Frank BurkeName: Frank Burke Title: Chief Financial Officer


Date: May 14, 2003



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CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Paul Walker, certify that:



1.    I have reviewed this quarterly report on Form 10-Q
of SMTC Corporation;



2.    Based on my
knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;



3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this quarterly report;



4.    The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:



a)        Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this quarterly report is being prepared;



b)        Evaluated the effectiveness of the registrants disclosure controls and procedures
as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



c)        Presented in this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5.    The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of
directors (or persons performing the equivalent function):



a)        All significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors any material weaknesses in internal controls; and



b)        Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrants internal controls; and



6.    The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: May 14, 2003



/s/ Paul Walker



Paul Walker

Chief Executive Officer



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CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Frank Burke, certify that:



1.        I have reviewed this
quarterly report on Form 10-Q of SMTC Corporation;



2.        Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;



3.        Based on my knowledge, the financial statements, and other financial information included in this
quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;



4.        The registrants other
certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



a)        Designed
such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
quarterly report is being prepared;



b)        Evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the
Evaluation Date); and



c)        Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5.        The registrants other
certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):



a)        All
significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any
material weaknesses in internal controls; and



b)        Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and



6.        The registrants other
certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: May 14, 2003



/s/    Frank Burke



Frank Burke

Chief Financial Officer



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EXHIBIT
INDEX



|Exhibit Number |  | Document                                                                                                                                                                                     
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              
|10.1           |  | Lease Agreement dated as of January 1, 2003 between the Estate of Edwin A. Helwig, Barbara G. Helwig and SMTC
Corporation                                                                    
|              
|99.1           |  | Certification of Paul 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 May 14, 2003.
|              
|99.2           |  | Certification of Frank Burke, 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 May 14, 2003.





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