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FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





(Mark One)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal period ended January 4, 2009



| ̈ | 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

(State or other jurisdiction of incorporation or organization)

98-0197680

(IRS
Employer Identification Number)

635 Hood Road, Markham, Ontario, Canada

(Address of Principal Executive Offices)

L3R 4N6

(Zip Code)

Registrants
telephone number, including area code: 905-479-1810

Securities registered pursuant to Section 12(b) of the Act:



|                                       |  |                                            
|-------------------------------------- |  | -------------------------------------------
|Title of each class                    |  | Name of each exchange on which registered  
|Common stock, par value $.01 per share |  | Nasdaq Global Market Toronto Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes   ̈    No  x

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

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

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

The aggregate market value of common stock of the registrant held by non-affiliates of the registrant was approximately $33.5 million on June 29, 2008, including the value of the common stock for which the
exchangeable shares of the registrants subsidiary, SMTC Manufacturing Corporation of Canada, are exchangeable. For purposes of the foregoing sentence, the term affiliate includes each director and executive officer of the
registrant and each holder of more than 10% of the registrants common stock. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The computation of the aggregate market value is based upon
the closing price of the common stock as reported on The Nasdaq National Market on June 29, 2008, the last business day of the registrants most recently completed second quarter.

As of March 31, 2009, SMTC Corporation had 13,900,785 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 March 31, 2009, SMTC Corporations subsidiary, SMTC Manufacturing Corporation of Canada, had 745,548 exchangeable shares outstanding, excluding 7,202,762 exchangeable shares owned by the
Companys wholly-owned subsidiary, SMTC Nova Scotia Company, each of which is exchangeable for one share of common stock of SMTC Corporation.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrants definitive Proxy Statement relating to the
registrants 2008 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A are incorporated by reference in Part III of this Report.









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PART I

FORWARD-LOOKING STATEMENTS

This Annual Report contains forward-looking statements as defined
under the federal securities laws. See Forward-looking statements below. Actual results could vary materially. Factors that could cause actual results to vary materially are described herein and in other documents. Readers should pay
particular attention to the considerations described in the section of this report entitled Risk-Factors that May Affect Future Results. Readers should also carefully review any risk factors described in other documents the Company files
from time to time with the Securities and Exchange Commission.

Where we say we, us, our, the
Company or SMTC, we mean SMTC Corporation or SMTC Corporation and its subsidiaries, as applicable. Where we refer to the industry, we mean the electronics manufacturing services industry. Certain statements in
this Annual Report contain words such as could, expects, may, anticipates, believes, intends, estimates, plans, envisions, seeks
and other similar language and are considered forward looking statements or information under applicable securities laws. These statements are based on our current expectations, estimates, forecasts and projections about the operating environment,
economies and markets in which we operate. These statements are subject to important assumptions, risks and uncertainties, which are difficult to predict and the actual outcome may be materially different. Although we believe expectations reflected
in such forward-looking statements are reasonable based upon the assumptions in this Annual Report, they may prove to be inaccurate and consequently our actual results could differ materially from our expectations set out in this Annual Report.



|Item 1: | Business
|------- | --------

BUSINESS

Overview

SMTC Corporation is a mid-tier provider of
end-to-end electronics manufacturing services, or EMS, including product design and sustaining engineering services, printed circuit board assembly, or PCBA, production, enclosure fabrication, systems integration and comprehensive testing services,
configuration to order and end customer fulfillment. SMTC facilities span a broad footprint in the United States, Canada, Mexico, and China, with approximately 1,000 full-time employees. SMTCs services extend over the entire electronic product
life cycle from the development and introduction of new products through to growth, maturity and end-of-life phases. SMTC offers fully integrated contract manufacturing services to global original equipment manufacturers, or OEMs, and technology
companies primarily within the industrial, networking and computing, and communications market segments.

SMTC has customer relationships
with industry leading OEMs. We developed these relationships by capitalizing on the continuing trend of OEMs to outsource non-core manufacturing services, to consolidate their supply base and to form long-term strategic partnerships with selected
high quality EMS providers. We work closely with and are highly responsive to our customers throughout the design, manufacturing and distribution process, providing value-added services. We seek to grow our business through the addition of new, high
quality customers and the expansion of our activity with existing customers.

We believe that fundamental to our key benefits is our
strategic approach in working with customers premised upon gaining insight into their business and bringing innovative solutions to enhancing our customers competitiveness and profitability. SMTC lowers total cost of ownership; improves
product quality and reliability; accelerates new products to market; improves service and end customer delivery; reduces working capital requirements and capital expenditures that results in improvement of our customers overall margins and end
customer satisfaction.



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Our Markham, Ontario (Toronto) site serves as the Companys primary technical center of excellence,
with particular emphasis on assisting current and new customers to develop, prototype and bring new products to full production. This site also continues to manufacture lower volume, higher complexity printed circuit board assemblies.

Our Chihuahua, Mexico facility serves as SMTCs largest assembly operation, offering customers high quality services in a highly efficient, cost
effective site. In 2008, we expanded our operations in Chihuahua, Mexico to offer low cost Enclosure Systems manufacturing capabilities previously performed in our Boston, Massachusetts operation. Boston has specialized in high precision metal
fabrication and system integration activities. As a result of the challenging economy and the resulting reducing revenue, this facility will be closed at the end of the second quarter of 2009. Our San Jose, California operations specialize in
printed circuit board assemblies, system integration and configuration and other related activities.

For the past eight years the Company
has had an evolving manufacturing relationship with Alco Electronics Ltd. (Alco), a Hong Kong-headquartered, publicly-traded company with large scale manufacturing operations in China. SMTC, through its subsidiary SMTC Asia Ltd. and Alco have a
dedicated manufacturing facility in Chang An, China. Capitalizing on the strengths of both companies, this site provides SMTC current and prospective customers with highly efficient, low cost Asia-based manufacturing solutions. The new facility
provides a full suite of integrated manufacturing services including assembly, testing, box build, final product integration, and expanded supply chain capabilities through an international sourcing and procurement office.

Industry Background

The EMS sector is the outsourced
portion of the worldwide electronics assembly industry. There is currently considerable outsourcing of manufacturing by OEMs in response to rapidly changing markets, technologies and accelerating product life cycles as well as the need to lower
total costs and convert typical fixed costs into a variable cost model.

Historically, OEMs were vertically integrated manufacturers that
invested significantly in manufacturing assets and facilities around the world to manufacture, service and distribute their products. EMS originated as primarily labor intensive functions were outsourced by OEMs to obtain additional capacity during
periods of high demand. Early EMS providers were essentially subcontractors, providing production capacity on a transactional basis. However, with significant advances in manufacturing process technology, EMS providers developed additional
capabilities and were able to improve quality and dramatically reduce OEMs costs. Furthermore, as the capabilities of EMS companies expanded, an increasing number of OEMs adopted and relied upon EMS outsourcing strategies. Over time, OEMs
engaged EMS providers to perform a broader array of manufacturing services, including design and development activities. In recent years, EMS providers have further expanded their range of services to include advanced manufacturing, configuration,
packaging and distribution and overall supply chain management. In addition, many OEMs are reducing the number of vendors from which outsourced services are purchased, and are partnering with EMS suppliers, specializing in manufacturing and offering
expertise.

By outsourcing manufacturing, OEMs take advantage of the technology and manufacturing expertise of EMS companies and focus on
their core business, while leveraging the manufacturing efficiency and capital investment of EMS providers. OEMs use EMS providers to enhance their competitive position by:



| |  |  | Lowering Product Costs.    EMS providers are better able to reduce total product costs due to electronic manufacturing expertise and
higher utilization of manufacturing capacity spread over a wider range of product types. Due to their scale of operations as well as established and ongoing relationships with suppliers, EMS providers are able to demonstrate aptitude to achieve
better pricing and better inventory management.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Reducing Time-to-Market.    Electronics products are experiencing shorter product life cycles, requiring OEMs to continually reduce the
time required to bring new products to market. OEMs can significantly
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | improve product development cycles and enhance time-to-market by benefiting from the expertise and infrastructure of EMS providers. This expertise includes
capabilities relating to design, quick-turn prototype development and rapid ramp-up of new products to high volume production, with the critical support of worldwide supply chain management.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Improving Supply Chain Management.    OEMs that manufacture internally are faced with greater complexities in planning, sourcing,
procurement and inventory management due to frequent design changes, short product life cycles and product demand fluctuations. OEMs can address these complexities by outsourcing to EMS providers that possess sophisticated supply chain management
capabilities and can leverage significant component procurement advantages to lower product costs.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Accessing Advanced Manufacturing Capabilities and Process Technologies.    Electronics products and electronics manufacturing technology
have become increasingly sophisticated and complex, making it difficult for many OEMs to maintain the necessary technological expertise and focus required to efficiently manufacture products internally. By working closely with EMS providers, OEMs
gain access to high quality manufacturing expertise and capabilities in the areas of advanced process, interconnect and test technologies.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Improving Access to Global Markets.    OEMs are generally increasing their international activities in an effort to expand sales through
access to foreign markets. EMS companies with worldwide capabilities are able to offer such OEMs global manufacturing solutions enabling them to meet local content requirements and to distribute products efficiently around the world at lower costs.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Reducing Capital Investments.    OEMs are able to reduce their capital investments in inventory, facilities and equipment by outsourcing
their manufacturing to EMS providers and allocating their resources towards their core business activities.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Shift from a Fixed to Variable Cost Model.    Through outsourcing, OEMs are able to shed substantial fixed costs of manufacturing and
take advantage of EMS providers efficient and highly utilized facilities, resulting in a highly variable and efficient cost structure.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SMTC Capabilities and Performance

SMTCs electronic manufacturing services span the entire electronic product life
cycle from the development and introduction of new products through the growth, maturity, and end-of-life phases. We believe that SMTC manufacturing services have the capabilities and innovation to reduce our customers product costs and
time-to-market to improve competitiveness. We continuously work with our customers to identify, prioritize and implement opportunities for cost reduction.

SMTC offers two vertically integrated manufacturing streams: PCBA Products and Larger-scale Systems. For each of these streams, SMTC provides a broad range of end-to-end manufacturing services, from assembly, test,
integration and box-build through to system level test, configure-to-order, and end-customer order fulfillment. These core services are complemented with enclosure and precision metal fabrication, cable assembly, interconnect and engineering design
services. SMTCs two manufacturing streams are vertically integrated to better control quality, lead times and inventory risk and to avoid the margin stacking when these services are provided by loosely connected entities. Customers
benefit from lower costs, better quality, and shorter lead times.

Our vertically integrated manufacturing services include:

PCBA Assembly Services.    We provide advanced product assembly and system level integration and test services combined with
advanced manufacturing equipment and processes. Our flexible environment allows SMTC to support medium to high mix and volume manufacturing requirements as well as deliver a final product directly to the end customer.



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System-Level Integration, Box-Build and Test.    Our system and subsystem
assembly services involve combining a wide range of subassemblies, including PCBAs, cables and harnesses, battery boxes and connector blocks, power supplies, backplanes and thermal controls. Our test expertise encompasses the full array of
technologies present in todays system-level products, including high-speed digital, radio frequency (RF), precision analog, power, thermal and optical. We provide complete electrical and mechanical testing for cables, harnesses, PCBAs,
subassemblies and systems to meet our customers requirements and specifications. Our in-house expertise enables us to provide custom test development services to our customers and to implement their product-specific tests.

Enclosures and Precision Metal Fabrication.    SMTC uses premium grade sheet steel, stainless steel, and aluminum ensuring
high quality, which we can offer at a low cost due to our buying power. Technologically advanced equipment and processes enable SMTC to produce medium to complex product enclosures and metal parts while still achieving a low overall product cost.
Our soft tooling approach minimizes upfront costs and provides flexibility to respond quickly to engineering changes.

Custom
Interconnect.    We are experienced in the design, development and manufacturing of interconnect assemblies such as optical and electrical cable and harness assemblies offering customers advanced expertise and low cost
options.

Engineering Services.We provide services across the entire product life cycle including product
design, prototyping, qualification testing, value and sustaining engineering through product end of life.

Global Procurement and Supply
Chain Network.    As an extension of our offering of vertically integrated manufacturing services, SMTCs Global Procurement Group plays a fundamental role in our managing a portfolio of assets and relationships in the
most efficient manner. Our Global Procurement expertise includes outsourcing based on market conditions and demand management criteria established with the customer; building flexibility into the supply chain network; designing a supply chain
specific to individual customer needs; and having the ability to proactively plan. SMTCs supply chain management team is responsible for all aspects of the Companys supply network. This team works together with its customers to establish
customized inventory, logistics and distribution services to ensure that any unique delivery requirements are met. Through the use of various management tools, this team focuses on driving improved inventory turns, lowers excess and obsolete
inventory risk and reduces overall costs to SMTC customers.

Management Methods and Tools.    SMTC has a
web-based system through which it can communicate, collaborate and plan throughout the entire supply chain in real-time with its customers and suppliers. This system accelerates the timeliness and effectiveness of decision making and the efficiency
and flexibility with which SMTC can respond to customers experiencing unexpected market fluctuations. SMTC employs technologically advanced quality assurance systems, manufacturing process planning and continuous improvement methodologies.

SMTC Footprint

SMTC has five
manufacturing/technology centers worldwide, approximately 550,000 square feet of capacity, and more than 40 manufacturing and assembly lines, including a manufacturing relationship with Alco Electronics in China. These facilities are strategically
located across a broad footprint in the United States, Canada, Mexico, and China, offering regional centers for new product introductions and low volume product production as well as low cost centers for higher volume production. All SMTC facilities
adhere to the Copy Exact methodology. That means every SMTC facility employs the same manufacturing equipment and software systems and follows the same standardized processes. Copy Exact allows for a seamless and
timely transition of production between facilities helping customers reach their cost and volume targets faster. SMTC assigns a dedicated manufacturing unit to each customer. Certain equipment is customer specific including computer controlled
inventory carousels, high-speed SMT placement systems, customer specific x-ray, ICT or functional test, assembly and packing solutions.



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SMTC Key Benefits to Customers

Three overarching themes form the core of SMTCs differentiation and unique customer value proposition: Trusted, Proven, and Professional.

Operational Counterpart:We take the time to understand our customers business objectives, end markets, performance
expectations, competitive advantage, positioning and strategyto drive better value. We get involved with our customers at both a strategic and operational level. Inevitably, we become an extension of their business, helping our customers grow,
improve competitiveness, margins, and gain market share.

The SMTC Customer Experience:We believe that SMTC
combines strong performance with a partnership approach that delivers tangible, bottom line benefits through committing expertise and resources towards customer goals. It is one of many reasons why most SMTC customers have been with us for more than
8 years, and some more than 16 years.

Our People:    SMTCs customer-based teams are tied to the
customer at a strategic, operational and organizational level. Our people create an environment that celebrates collaboration and teamwork. We foster a participatory workplace that enables people, at every level of the organization, to get involved
in making decisions that put the customer first.

Executive Mindshare:    SMTC fully engages with its customers
on many levelsfrom operational and executive mindshare, to custom-tailored solutions to its strategic partnership approach. Senior management is accessible to and involved with customers. Our customers receive the attention they need from
highly experienced professional management.

Strategic Fit:Fit matters.Winning OEMs look for winning
manufacturing partners. SMTC mitigates the risk of outsourcing and consistently delivers results and value. Nine of our top ten customers are leaders in their respective markets.

Global Footprint:SMTC offers the best strategic and operational footprint with five manufacturing / technology centers
worldwide, approximately 550,000 square feet of capacity, and more than 40 manufacturing and assembly lines. Our facilities are strategically located across a broad footprint in the United States, Canada, Mexico, and China.

Superior Value:    SMTC continuously works collaboratively with customers to identify, prioritize and implement opportunities
for cost reduction. Working collaboratively helps ensure superior service, operations excellence and continuous cost improvement.

Customized Solutions:SMTC is proactivewe provide innovative manufacturing solutions responsive to the dynamics of the customers marketplace.

SMTCs Strategy

Our objective is to create
increasing long term value to our stockholders through continuing growth in sales, profitability and cash generation. A cornerstone to SMTCs strategy is our customer-centric focus throughout the organization. Our key strategies include:

Provide Outstanding Customer Service and Performance    Customer acquisition and loyalty comes from our ongoing
commitment to understanding our customers business performance requirements and our expertise in meeting or exceeding these requirements and enhancing their competitive edge. SMTCs customer focus extends to our unique offering of
dedicated resources, a detailed understanding of our customers challenges and how we can support our customers in meeting their goals. Our dedicated teams approach is used throughout SMTC facilities and comprises of members from all functional
areas working together to better understand the



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unique needs of the customer, their challenges and future plans. Our strong customer partnership approach includes involvement from both operational and
SMTCs senior executive team demonstrating our commitment to understanding each customers goals, challenges, strategies, operations and products to provide a better overall solution.

Focus on Well Defined Customer Markets    SMTC focuses on specific customer sectors that align well with the Companys
capabilities. These sectors primarily include industrial, networking and computing, and communications industries. Customers with unique medium to high mix and volume production requirements with a need for a high level of responsiveness to changing
market demands are particularly well suited for SMTCs capabilities. SMTC continues to leverage its experience and established relationships in its existing market segments.

Provide Advanced Technological CapabilitiesWe remain committed to enhancing our capabilities and value-added services to
become an integral part of our customers operations. Through our investment in assembly technologies and in design, engineering and test capabilities, we are able to provide our customers with a variety of advanced design and manufacturing
solutions.

Provide Comprehensive Service Offerings    SMTCs broad array of electronic manufacturing
services spans the entire electronic product life cycle from introduction and development of new products to the support of products to growth and maturity phases. We perform advanced printed circuit board assembly and test and complement these
capabilities with precision enclosure fabrication, system integration, product configuration, and build-to-order services. As products mature, we provide comprehensive value engineering services to reduce the cost of the products we produce without
compromising quality or function. As products near their end of life, SMTC sustaining engineering, warranty repair, and supply chain management systems ensure continued availability and support of hard to source components while mitigating the risks
associated with declining inventories. We believe that our breadth of services provides greater control over quality, delivery and costs and enables us to offer our customers a complete, end-to-end solution that is time and cost effective.

Maintain a Competitive, Scalable Cost Structure.    We maintain a competitive cost structure that not only
delivers highly competitive pricing to customers but also is both variable and scalable as market conditions dictate. We strive to improve profitability through tight cost containment measures, performance excellence, leveraging fixed costs and
increased capacity utilization. We have made key investments in manufacturing capacity and will continue to do so as we continue to grow.

Technology,
Processes and Development

The SMTC engineering services team delivers a range of design, engineering and manufacturing solutions. We
have electronic engineering expertise in many markets, including power, instrumentation, wired, wireless and optical telecommunications, industrial and consumer markets. We maintain manufacturing equipment and tools to the highest calibration
standards possible. We follow a comprehensive preventative maintenance program. Customers rely on our full range of design servicesfrom software and firmware development, to electronic design and PCB layout. We partner with our customers to
deliver innovative manufacturing solutions aligned with their business objectives. We offer everything from full-service, turnkey product development and manufacturing to on-site engineering support.

Our test expertise encompasses the full array of technologies present in todays system-level products, including high-speed digital, RF, precision
analog, power, thermal, and optical. We provide complete electrical and mechanical testing for cables, harnesses, PCBAs, subassemblies and systems to meet our customers requirements and specifications. Our in-house expertise enables us to
provide custom test development services to our customers and to implement their product-specific tests.

SMTCs box build experience
spans the past 10 years with all manufacturing sites supporting current customers in this level of outsourcing. Our integration and box build assembly services involve combining a



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wide range of subassemblies, including PCBAs, cables and harnesses, external housing (plastic and metal), monitors, battery boxes and connector blocks, power
supplies, fan trays, backplanes and thermal controls. Integrated units are packaged, together with manuals, software, and peripherals. Order fulfillment and configuration to order is handled throughout the integration service, specific to the needs
of the customer.

SMTCs order fulfillment and distribution operations help our customers reduce material storage, lower handling
costs and achieve higher inventory turns. We can implement a responsive, efficient and cost-effective configure-to-order and order fulfillment solution. We align our processes with the customers operations, selling and distribution objectives
to eliminate redundancies and associated costs.

Our design services team optimizes product design for maximum performance, higher yields,
and faster time-to-market., with the objective to assist our customers become more profitable and more competitive. SMTC provides access to an extensive range of design, value engineering and sustaining engineering services in addition to key
process and test engineering capabilities. We support the customer in bringing products to market, enhancing and cost reducing current products and extending life cycle. Early in the product development cycle, SMTCs design services assist
customers in selecting the best architecture for their product based on unit and development cost targets, product functionality and time to market goals. SMTC helps customers develop detailed design specifications and test plans to ensure that
their products are both designed and fully tested to their requirements prior to going into volume manufacturing.

We believe that SMTC
applies best-in-class quality programs, processes and metrics to achieve exceptional quality standards. We endeavor to fully understand the quality requirements for every customer and we continuously review and improve our quality performance to
exceed customer expectations. All SMTC sites use Computer Integrated Manufacturing (CIM), a common quality management platform. The CIM System tracks quality assurance processes in real-time and reports on all steps in the manufacturing process. We
use a customer-centric, team-based approach to quality assurance. Dedicated professionals work with our customers to determine key quality requirements, and where applicable, they ensure suppliers adhere to those standards as well. All SMTC
sites are registered to the ISO-9001 quality management system standard, while the Markham and San Jose sites are also registered to the 150-13485 quality management system standard. The corporate headquarters is also registered as a TL9000
facility. SMTC builds PCB assemblies according to IPC guidelines. We also work closely with standards organizations such as UL and CSA, in compliance with customer requirements.

Marketing and Sales

SMTC has a direct sales channel model with territorial assignments based on
geographical coverage of our target markets in North America. Our geographical coverage is enhanced through select manufacturers representative companies. Our marketing and sales team works collectively to gain insight on potential
customers business, market positioning and business challenges and focuses on a solutions-based approach to enhancing profitability, market positioning and business performance for that customer. Our customer-centric focus continues through to
the execution phase of our relationships with a dedicated team-based manufacturing approach throughout all SMTC facilities.

Global
Procurement & Supply Chain Management

SMTC delivers supply chain capabilities and solutions that support the total product
lifecycle. Our teams work closely with customers supply-base partners to integrate the entire supply chain. Our extended supply chain model recognizes the need for collaboration between OEM customers, SMTC and supply partners to ensure overall
supply chain optimization, from product design processes, manufacturing, sourcing, order management and fulfillment to transportation and logistics. The end result is greater control over a complex, extended supply chain to help SMTC customers
realize flexibility, cost savings, process improvements, and competitive advantages.



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In lean manufacturing environments, success is defined by how fast and how effectively manufacturers can
respond to evolving customer demands and new global supply chain conditions. SMTC leverages supply chain tools and systems to respond rapidly and effectively to changing real-world conditions. Our customers rely on SMTCs core processes and
capabilities to drive the success of their supply chains. Each supply chain solution we deliver is tailored to address each customers unique requirements.

SMTC employs Agile Product Lifecycle Management (Agile) solutions software to help OEMs accelerate revenue, reduce costs, improve quality, ensure compliance, and drive innovation throughout the product
lifecycle. Agile provides comprehensive support for product lifecycle business processes, platform and integration requirements. Agile enables a single enterprise view of the product and part records across the entire system, helping customers
accelerate new product introduction time, reduce direct material costs and ensure regulatory compliance.

The demand management process is
a core process at SMTC which drives short and long term planning and execution activities. Effective demand management optimizes materials availability, supply base performance and overall liability management. At SMTC we recognize the need to
deploy people, process and technology, as well as extensive customer communication and visibility, to ensure effective demand management execution. This allows for real time analysis, feedback and implementation of changes in customer and end-market
demand. Rapid communication to suppliers of changes in requirements, and a truly responsive end-to-end supply chain.

SMTC also employs
Kinaxis RapidResponse,an integrated Response Management tool that allows supply chain professionals to access real-time information and enable collaboration across extended supply networks. The tool allows SMTC to perform
real-time demand scenario simulation, review supply constraints, perform rapid MRP, and communicate changes in requirements to suppliersall on the same day. With RapidResponse, SMTC teams achieve high levels of supply
chain agility, with immediate response to changes in demand, supply, capacity and daily operations. The platform enables real-time supply chain visibility and on-line collaboration anywhere in the world. SMTC gains the insight needed to quickly and
effectively respond to a wide variety of supply chain challenges.

Visibility solutions are customized to support a range of requirements,
including inventory visibility, MPS simulation, clear-to-build (CTB), available-to-promise (ATP), end-market demand steering, and service parts management. Single instance of Kinaxis provides a single view of inventory across all SMTC plants and
hubs as well as a view of materials supply. Custom reports can be set up to automatically email within SMTC and to SMTC customers on regular intervals. Inventory and supply base liabilities dashboard has proven to be a valuable tool for both SMTC
and our customers. Visibility solutions include intercompany processes and multi-node supply chains.

SMTC Suppliers

RapidResponse works hand-in-hand with E-plenishment, SMTCs electronic business-to-business process that provides real-time and
daily information exchange and transactions with suppliers. Through E-plenishment, SMTC has an ongoing view into supplier on hand inventories and is able to more effectively plan factory capacities and provide customer delivery commitments. The
tools allow SMTC to support the ATP (Available to Promise) process of our OEM customers, and increase the reliability of their commitments to the end customers.

With our web-based collaborative planning systems, our customers needs are integrated with our suppliers in a more efficient and cost effective manner than is achievable through traditional electronic data
interchange. In fiscal 2008, we purchased approximately $195 million in materials. We believe this volume of procurement enhances our ability to obtain better pricing, influence component packaging and design and obtain supply of components in
constrained markets.

We generally order materials and components under our agreements with customers only to the extent necessary to
satisfy existing customer orders or forecasts. We have implemented specific inventory management



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strategies with certain suppliers such as supplier owned inventory and other SMTC supply chain velocity and flexibility programs. Fluctuations in material
costs typically are passed through to customers. We may agree, upon request from our customers, to temporarily delay shipments, which causes a corresponding delay in our revenue recognition. Ultimately, however, our customers generally are
responsible for all goods manufactured on their behalf.

During fiscal 2008, there was one supplier that represented greater than 14% of
our total purchases for the year. We believe that there is a sufficient availability of raw materials and supplies to serve our needs.

SMTC Customers

SMTC is a distinctive mid-tier EMS provider, supporting customers in industrial, networking and computing, communications, consumer and
medical markets.

Revenue in fiscal 2008 was attributed to the following industry sectors: 72% from industrial, 16% from networking and
computing and 12% from communications. We have focused on developing relationships with a large number of industrial customers to achieve a level of diversification and to reduce exposure to the volatility of certain electronics sectors.

Industrial product expertise includes:



| |  |  | Semiconductor manufacturing and test equipment
| | - |  | ----------------------------------------------



| |  |  | Electrical distribution, industrial controls
| | - |  | --------------------------------------------



| |  |  | Point of sale (POS) terminals
| | - |  | -----------------------------



| |  |  | Currency recognition devices
| | - |  | ----------------------------



| |  |  | Residential and commercial security systems
| | - |  | -------------------------------------------



| |  |  | GPS navigation and positioning systems
| | - |  | --------------------------------------



| |  |  | Components and sub-systems for rapid prototyping equipment
| | - |  | ----------------------------------------------------------



| |  |  | RF modules for satellite -based tracking systems
| | - |  | ------------------------------------------------



| |  |  | Protocol analyzers
| | - |  | ------------------



| |  |  | Power supplies for high precision instruments
| | - |  | ---------------------------------------------

Networking and Computing product expertise includes:



| |  |  | Professional audio and video processing and distribution systems
| | - |  | ----------------------------------------------------------------



| |  |  | Handheld internet access devices
| | - |  | --------------------------------



| |  |  | High-end storage devices
| | - |  | ------------------------



| |  |  | Office printers, networked production and industrial printing systems
| | - |  | ---------------------------------------------------------------------



| |  |  | Mid-range servers and computing systems
| | - |  | ---------------------------------------



| |  |  | Electronic display systems
| | - |  | --------------------------



| |  |  | Financial terminals with biometric authentication
| | - |  | -------------------------------------------------

Communications product expertise includes:



| |  |  | VoIP infrastructure, accessing, IVR systems
| | - |  | -------------------------------------------



| |  |  | Carrier class switching and routing systems
| | - |  | -------------------------------------------



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| |  |  | Broadcast communication equipment
| | - |  | ---------------------------------



| |  |  | Broadband accessing, ADSL and wireless gateway, modem
| | - |  | -----------------------------------------------------



| |  |  | Video and audio signal processing and distribution systems
| | - |  | ----------------------------------------------------------



| |  |  | Network traffic management devices
| | - |  | ----------------------------------



| |  |  | Network application delivery and optimization
| | - |  | ---------------------------------------------

Consumer product expertise includes:



| |  |  | High end audio systems
| | - |  | ----------------------



| |  |  | Home security systems
| | - |  | ---------------------



| |  |  | Recreational gear
| | - |  | -----------------

SMTC recently
achieved ISO 13485 certification at its Markham and San Jose Facilities. ISO 13485 is an internationally recognized quality management system and standard for the manufacture of medical devices. The standard is governed by the International
Organization for Standardization (ISO). All SMTC sites are registered to the ISO 9001 quality management system standard. The ISO 13485 certification may open up new opportunities in the medical device industry for SMTC. The certification validates
SMTCs expertise and capabilities that provide the safe design, manufacturing, testing, servicing and installation of products for the medical industry and builds on more than 20 years experience working in partnership with OEMs in the
industrial, computing and networks, and communications markets.

Our Competition

The EMS industry is composed of numerous companies that provide a range of manufacturing services for OEMs, from printed circuit board assembly, to
design, prototyping, final system assembly, configuration, order fulfillment, repair and aftermarket services. The EMS market consists of contract manufacturers, or CMs, and original design manufacturers, or ODMs. CMs manufacture products that have
been designed by the OEM; ODMs also design their own products, primarily commodities, and in many instances are in direct competition with the OEMs. SMTC participates in the CM sector.

CM providers fall within one of four tiers:

Large/Tier 1: Global operations with manufacturing facilities in North America, Europe and Asia, and low-cost manufacturing sites in Asia, Mexico and Eastern Europe. Large CMs annual revenues normally are greater than $1.5 billion.

Mid-size/Tier 2: Usually focused in one region such as North America, or Europe or Asia, with facilities in that region supported by
additional facilities in low-cost regions. Mid-sized CM may have annual revenues ranging from $200 million up to $1.5 billion.

Regional
/Tier 3: Usually focused in a sub-region, northeast USA for instance, typically with no low-cost facilities. Regional companies normally generate revenues ranging from $20 million to $200 million annually.

Small/Tier 4: Usually single facility operations, with annual revenues less than $20 million.

SMTC competes against large contract manufacturers such as Celestica Inc., Flextronics International Ltd., Jabil Circuit, Inc., Sanmina-SCI, Inc.,
Benchmark Electronics Inc., and Plexus Corp., as well as numerous smaller EMS providers. Certain competitors have greater manufacturing, financial, research and development and marketing resources than SMTC.



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Governmental Regulation

Our operations are subject to certain federal, state, provincial and local regulatory requirements primarily relating to environmental compliance and site cleanups, waste management and health and safety matters. In
particular, we are subject to regulations pertaining to health and safety in the workplace and the use, storage, discharge and disposal of hazardous chemicals used in the manufacturing process.

Our commitment is to conduct our business in such a way that protects and preserves the environment, health and safety of our employees, our customers
and the communities where we all live and operate.

In 2006, the electronics industry became subject to the European Unions
Restrictions of Hazardous Substances, or RoHS, and Waste Electrical and Electronic Equipment, or WEEE, directives. Beginning January 1, 2007 the State of California put into effect a similar measure under the Electronic Waste Recycling Act of
2003 which requires the California Department of Toxic Substances Control to adopt regulations to prohibit the sale of electronic devices if they are prohibited from sale in the European Union because they contain certain heavy metals. Parallel
initiatives are being proposed in other jurisdictions, including several other states in the United States and in the Peoples Republic of China. RoHS prohibits the use of lead, mercury and certain other specified substances in electronics
products and WEEE requires industry OEMs to assume responsibility for the collection, recycling and management of waste electronic products and components. SMTCs sites are fully capable of producing RoHS compliant products as directed by
our customers. In the case of WEEE, the compliance responsibility rests primarily with OEMs rather than with EMS companies. However, OEMs may turn to EMS companies for assistance in meeting their WEEE obligations.

To date, the costs of compliance and environmental remediation have not been material. Nevertheless, additional or modified requirements may be imposed
in the future. If such additional or modified requirements are imposed on us, or if conditions requiring remediation are found to exist, we may be required to incur additional expenditures.

Our Structure and Our History

The SMTC family of
companies includes the following companies, with their jurisdictions of incorporation or organization in parentheses:

SMTC Corporation
(Delaware)

HTM Holdings, Inc. (Delaware)

940862 Ontario Inc. (Ontario, Canada)

Qualtron, Inc. (Massachusetts)

Radio Componentes de Mexico, S.A. de S.V. (Mexico)

SMTC Asia Ltd. (Hong Kong)

SMTC de Chihuahua S.A. de C.V. (Mexico)

SMTC Ireland Company (Ireland)

SMTC
Manufacturing Corporation of California (California)

SMTC Manufacturing Corporation of Canada (Ontario, Canada)

SMTC Manufacturing Corporation of Colorado (Delaware)

SMTC Manufacturing Corporation of Massachusetts (Massachusetts)

SMTC Manufacturing Corporation of North Carolina (North Carolina)

SMTC Manufacturing Corporation of Texas (Texas)

SMTC Manufacturing Corporation of Wisconsin (Wisconsin)

SMTC Mex Holdings, Inc. (Delaware)

SMTC Nova Scotia Company (Nova Scotia, Canada)

SMTC R&D Teoranta (Ireland)

SMTC Teoranta (Ireland)



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Our companys present corporate structure resulted from the July 1999 combination of predecessor
companies Surface Mount and HTM in a transaction accounted for under the purchase method of accounting as the acquisition of Surface Mount by HTM. Subsequent to the combination, all of Surface Mounts operating subsidiaries, other than SMTC
Canada, SMTC Manufacturing Corporation of Ireland Limited, SMTC Teoranta, SMTC R&D Teoranta and Qualtron, Inc., have become subsidiaries of HTM.

Backlog

Although we obtain firm purchase orders from our customers, our customers typically do not make firm orders for
delivery of products more than 30 to 90 days in advance. We do not believe that the backlog of expected product sales covered only by firm purchase orders is a meaningful measure of future sales since additional orders may be added, or orders
rescheduled or canceled.

Employees

As
of January 4, 2009, we employed approximately 1,000 full time employees. In addition, we employ varying levels of temporary employees as our production demands. Given the variable nature of our project flow and the quick response time required
by our customers, it is critical that we be able to quickly adjust our production levels to maximize efficiency. To achieve this, our strategy has been to employ a skilled temporary labor force, as required. We use outside contractors to qualify our
temporary employees on a site-by-site basis. Our production level temporary employees are compensated by the hour. We believe we are team-oriented, dynamic and results-oriented with an emphasis on customer service and quality at all levels. We
believe this environment is a critical factor for us to be able to fully utilize the intellectual capital of our employees. From time to time we relocate our management level employees as needed to fill open positions at our sites. Because of our
training programs, to date we have not experienced difficulty in adequately staffing skilled employees.

As of January 4, 2009, our
only unionized employees were at our Mexico facility. We have never experienced a work stoppage or strike and believe we have sound employee relations.



|Item 1A: | Risk Factors
|-------- | ------------

FORWARD-LOOKING STATEMENTS

A number of the matters and subject areas discussed in this Form 10-K 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. SMTC cautions readers that all statements other than statements of historical facts included in this annual report on Form 10-K regarding SMTCs
financial position and 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 possible 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 agreements; (4) the loss or retirement of key members of management; (5) increases in SMTCs cost of borrowings or lack of availability of additional 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



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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

The financial markets have recently experienced significant turmoil.

If we attempt to obtain future
financing or renegotiate our current financing, the credit market turmoil could negatively impact our ability to obtain such financing. In addition, the credit market turmoil could negatively impact certain of our customers, certain of their
customers, and our suppliers. These impacts could lead to a decrease in demand for our products, as well as our customers products, or a decrease in supply of our inputs, which could result in a negative effect on our results of operations or
they could result in customers having insufficient financing to support their business.

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

As a result of unfavorable economic conditions, reduced
capital spending and changes in our customers manufacturing requirements, our sales declined during fiscal years 2002 to 2005 and in 2008 and going forward into 2009. In particular, sales to OEMs in the telecommunications and enterprise
computing and networking industries worldwide were impacted. If general economic conditions deteriorate we may experience an adverse impact on our business, operating results and financial condition, since end customer demand for our customers
products could be adversely affected. Due to the uncertainty surrounding the financial crisis, and the Companys ability to predict the effect such conditions will have on its customers, the Company cannot predict the scope or magnitude of the
negative effect that such an ongoing economic slowdown will have on it.

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

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

Three of our largest customers were Harris, MEI and Ingenico, representing 18.8%, 18.5% and 14.0% of total revenue for the quarter ended January 4,
2009, respectively. For the fourth quarter of 2008, our top ten largest customers (which includes Ingenico, MEI and Harris) collectively represented 85.7% of our total revenue. We expect to continue to depend upon a relatively small number of
customers for a significant percentage of our revenue. In addition to having a limited number of customers, we manufacture a limited number of products for each of our customers. If we lose any of our largest customers or any product line
manufactured for one of our largest customers, we could experience a significant reduction in our revenue. Also, the insolvency of one or more of our largest customers or the inability of one or more of our largest customers to pay for its orders
could decrease revenue. As many of our costs and operating expenses are relatively fixed, a reduction in net revenue can decrease our profit margins and adversely affect our business, financial condition and results of operations.



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

On August 7, 2008, we entered into an amended financing agreement with Wachovia Capital Finance
Corporation (Wachovia) and Export Development Canada (EDC) to refinance the Companys short and long term debt (collectively, the Wachovia EDC facilities). Under the amendment, Wachovia improved certain
borrowing base conditions based on eligible inventory and accounts receivable of the Company to allow increased borrowing capacity, increased the revolving facility from $40 million to $45 million, and provided a term debt of $0.8 million. Also
under this amendment, EDC replaced Garrison as the main term debt lender. The proceeds from the EDC term debt of $13 million, together with the increased borrowing capacity, were used to repay the entire Garrison loan. The interest on the LIBOR
based term debt to EDC has been reduced from LIBOR plus 4% to LIBOR plus 3.5%, decreasing at various leverage rates. Covenants were changed and restrictions on certain investments and expenditures. Our debt under the Wachovia EDC Facilities could
have adverse consequences for our business, including:



| |  |  | We will be more vulnerable to adverse general economic conditions.
| | - |  | ------------------------------------------------------------------



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



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



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



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



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



| |  |  | Our Wachovia EDC Facilities contains subjective acceleration clauses. There can be no assurance that the lender will not exercise their rights to accelerate
repayment under the terms of the agreement.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We could be limited in our borrowing of additional funds by the change in ownership of Wachovia or could otherwise be adversely affected by such change in
ownership.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

We are exposed to fluctuations in currencies, particularly the weakening
of the US dollar.

Most of our sales and component purchases are denominated in U.S. dollars. Our Canadian and Mexican payroll, Euro
based component purchases and other various expenses are denominated in local currencies. As a result, we have limited exposure to foreign currency exchange risk for modest changes in exchange rates.



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However, for more significant changes in exchange rates, the Company is subject to much greater variations. Every $0.01 change in the US dollar results in a
change in expenses of approximately $0.2 million. The strengthening of the Canadian dollar results in an increase in costs to the organization and may lead to a reduction in reported earnings.

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., Benchmark Electronics Inc. and Plexus Corp. 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 larger international operations than us, and some have substantially greater manufacturing, financial, research and development and marketing resources and lower
cost structures than us. 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 impact our business in the future.
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, inventory levels and costs;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | changes in competitive and economic conditions generally or in our customers markets;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | willingness of suppliers to supply the Company on normal credit terms; and
| | - |  | --------------------------------------------------------------------------



| |  |  | changes in the cost or availability of components or skilled labor.
| | - |  | -------------------------------------------------------------------

In addition, most of our customers typically do not commit to firm production schedules more than 30 to 90 days in advance. Accordingly, it is difficult for us to forecast the level of customer orders with certainty.
As a result, we may not be able to schedule production to 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 at times delivery schedules have been deferred as a result of changes in a customers needs. Any material delay, cancellation or reduction of orders
from our larger customers could cause our revenue to decline. 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 and adversely affected costs.

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



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

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

Consolidation in the electronics industry may adversely affect our business by increasing customer buying power or
increasing competition.

Consolidation in the electronics industry among our competitors and or our customers as companies merge to take
advantage of the global credit challenges or to achieve other synergies may result in increasing or strengthening very large electronics companies offering products in multiple sectors of the electronics industry. The significant buying and market
power of these companies may increase competitive pressures on us. In addition, if any of our large customers is acquired or merged with another provider of similar services, we may lose that customer business. Consolidation may also result in
excess manufacturing capacity among EMS companies driving down gross profit margins.

Shortages or price fluctuations of 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 an adverse impact on our business, financial condition and results of operations. We are required to forecast our future inventory requirements 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 production 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 allocate available quantities among their customers, and we have not been able to obtain all of the materials required. Our inability to obtain these 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, which could 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 an adverse impact on our business, financial
condition and results of operations.



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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 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.

If our components and or products are defective, demand for
our services may decline and we may be exposed to product liability and product warranty liability.

Defects in the products we
manufacture, whether caused by a design, engineering, manufacturing or component failure or deficiencies in our manufacturing processes, could result in product or component failures, which may damage our business reputation, and expose us to
product liability or product warranty claims.

Although, generally liability for these claims in our contracts rest with our customers, our
customers may not, or may not have the resources to, satisfy claims for costs or liabilities arising from a defective product or component for which they have assumed responsibility.

If our product or component is found to cause any personal injury or property damage or is otherwise found to be defective, we could incur significant
expenditures to resolve the claim. In addition, product liability and product recall insurance coverage are expensive and may not be available with respect to all of our services offerings on acceptable terms, in sufficient amounts, or at all. A
successful product liability or product warranty claim in excess of our insurance coverage or any material claim for which insurance coverage is denied, limited or is not available could have a material adverse effect on our business and its
results.

We may encounter significant delays or defaults in payments owed to us by customers for products we have manufactured or components that are
unique to particular customers.

We structure our agreements with customers to mitigate our risks related to obsolete or unsold
inventory. However, enforcement of these contracts may result in material expense and delay in payment for inventory. If any of our significant customers become unable or unwilling to purchase such inventory, our business may be materially harmed.

We are subject to the risk of increased taxes.

We base our tax position upon the anticipated nature and conduct of our business and upon our understanding of the tax laws of the various countries in which we have assets or conduct activities. Our tax position, however, is subject to
review and possible challenge by taxing authorities and to possible changes in law. We cannot determine in advance the extent to which some jurisdictions may assess additional tax or interest and penalties on such additional taxes.

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



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competitive. Our ability to successfully implement our business plan depends in part on our ability to attract and retain management and existing employees.
There can be no assurance that we will be able to attract and retain 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 affect our ability to meet customers delivery
schedules.

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

Our international manufacturing operations are subject to inherent risks, including:



| |  |  | fluctuations in the value of currencies and high levels of inflation;
| | - |  | ---------------------------------------------------------------------



| |  |  | longer payment cycles and greater difficulty in collecting amounts receivable;
| | - |  | ------------------------------------------------------------------------------



| |  |  | unexpected changes in and the burdens and costs of compliance with a variety of foreign laws;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | political and economic instability;
| | - |  | -----------------------------------



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



| |  |  | imposition of restrictions on currency conversion or the transfer of funds;
| | - |  | ---------------------------------------------------------------------------



| |  |  | trade restrictions; and
| | - |  | -----------------------



| |  |  | 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 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 an 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 an adverse effect on our
business, financial condition and results of operations.

Our customers may cancel their orders, change production quantities or locations, or delay
production, and the inherent difficulties involved in responding to these demands could harm our business.

Our industry must provide
increasingly rapid product turnaround for its customers. We generally do not obtain firm, long-term purchase commitments from our customers and we continue to experience reduced lead-times in customer orders. Customers may cancel their orders,
change production quantities, delay production or change their sourcing strategy for a number of reasons. Such changes, delays and cancellations may lead to our production and possession of excess or obsolete inventory which we may not be able to
sell to the customer or a third party. The success of our customers products in the market affects our business. Cancellations, reductions, delays or changes in sourcing strategy by a significant customer or by a group of customers could
negatively impact our operating results by reducing the number of products that we sell, delaying the payment to us for inventory that we purchased and reducing the use of our manufacturing facilities which have associated fixed costs not dependent
on our level of revenue.



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In addition, we make significant decisions, including determining the levels of business that we will
seek and accept, production schedules, component procurement commitments, personnel needs and other resource requirements, based on our estimate of customer requirements. The short-term nature of our customers commitments and the possibility
of rapid changes in demand for their products reduce our ability to accurately estimate the future requirements of those customers.

On
occasion, customers may require rapid increases in production, which can stress our resources and reduce operating margins. In addition, because many of our costs and operating expenses are relatively fixed, a reduction in customer demand can harm
our gross profits and operating results.

Intellectual property infringement claims against our customers or us could harm our business.

Our design and manufacturing services offerings involve the creation and use of intellectual property rights, which subject us to the risk of claims of
intellectual property infringement form third parties, as well as claims arising from the allocation of intellectual property rights among us and our customers. In addition, our customers may require that we indemnify them against the risk of
intellectual property infringement. If any claims are brought against us or our customers for such infringement, whether or not these have merit, we could be required to expend significant resources in defense of such claims. In the event of such an
infringement claim, we may be required to spend a significant amount of money to develop non-infringing alternatives or obtain licenses. We may not be successful in developing such alternatives or obtaining such licenses on reasonable terms or at
all.

If OEMS stop or reduce their manufacturing and supply chain outsourcing, our business could suffer.

Future growth in our revenues depends on new outsourcing opportunities in which we assume additional manufacturing and supply chain management
responsibilities from OEMs. Current and prospective customers continuously evaluate our capabilities against other providers and the merits of manufacturing products themselves. To the extent that outsourcing opportunities are not available, either
because OEMs decide to perform these functions internally or because they use other providers of these services, our future growth would be limited.

We
are involved in various legal proceedings.

In the past, we have been notified of claims relating to various matters including
intellectual property rights, contractual matters or other issues arising in the ordinary course of business. In the event of such a claim, we may be required to spend a significant amount of money to defend or otherwise address the claim. Any
litigation, even where a claim is without merit, could result in substantial costs and diversion of resources. Accordingly, the resolution or adjudication of such disputes, even those encountered in the ordinary course of business, could have a
material adverse effect on our business, consolidated financial conditions and results of operations. See Note 14 to the consolidated financial statements included within this Annual Report on Form 10-K.

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.

On
August 3, 2007, we entered into a new credit agreement with Wachovia and Monroe Capital LLC to refinance the Companys short and long term debt. Under these banking arrangements, Wachovia had provided a $40 million revolving credit
facility and Monroe had provided $21.5 million in term debt. During 2008, Garrison Capital purchased the term debt from Monroe. During the third quarter of 2008, the Company entered into a second amended and restated loan agreement in the US and
Canada with Wachovia and EDC dated August 7, 2008, and maturing on August 12, 2012. Under the amendment, Wachovia amended certain borrowing base conditions based on eligible inventory and accounts receivable of the Company to allow
increased borrowing



20



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##### Table of Contents

capacity and increased the revolving credit facility from $40 million to $45 million. Wachovia also provided a $0.8 million term loan, bearing interest based
on the U.S. Prime rate. Also under this amendment, EDC replaced Garrison as the primary term debt lender. The proceeds from the EDC term debt of $13 million, together with the increased borrowing capacity, were used to repay the entire remaining
Garrison loan. The EDC term debt bears interest at LIBOR plus 3.5%, decreasing at various leverage rates. Financial covenants were changed and restrictions on certain investments and expenditures have been removed. Our debt under the credit
facilities could have adverse consequences for our business, including:



| |  |  | We are required to dedicate a portion of our cash flow from operations to repayment of debt, limiting the availability of cash for other purposes.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



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



| |  |  | We are limited by restrictive covenants and the borrowing base formula in our credit arrangements in our borrowing of additional funds.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The failure to comply with covenants under which we borrowed our indebtedness including the financial covenant under our credit facilities, which requires us to
meet consolidated EBITDA, leverage and fixed coverage charge targets on a rolling 12 month basis and leverage targets on a monthly basis, may result in an event of default. If an event of default occurs and is not cured or waived, it could result in
all amounts outstanding, together with accrued interest, becoming immediately due and payable. If we were unable to repay such amounts, our lenders could proceed against any collateral granted to them to secure that indebtedness. There can be no
assurance that we will maintain compliance with the covenants under our credit facilities.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our credit facilities contain certain subjective acceleration clauses. There can be no assurance that the lenders will not exercise their rights to accelerate
repayment under the terms of the agreement.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

We face significant restrictions on our ability to
operate under the terms of our credit facilities.

The terms of our credit facilities generally restrict, among other things, our
ability to incur additional indebtedness, complete acquisitions, make certain investments, pay dividends or make certain other restricted payments, consummate certain asset sales, make capital expenditures, enter into certain transactions with
affiliates, merge, consolidate or sell, assign, transfer, lease, convey or otherwise dispose of our assets (other than in the ordinary course of business). We are also required to maintain specified EBITDA levels under the credit facilities. The
revolver portion of the credit facilities also has a borrowing base formula that limits our ability to borrow based on the characteristics of our accounts receivable and inventory. Substantially all of our assets and those of our subsidiaries are
pledged as security under our credit facilities.

If we are not able to comply with these covenants and requirements, customers may lose
confidence in us and reduce or eliminate their orders with us, which may have an adverse impact on our business, financial condition and results of operations.

Provisions in our charter documents and state law may make it difficult 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



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##### Table of Contents

beneficial. If a change of control or change in management is delayed or prevented, the market price of our shares could suffer.

Shares of authorized but unissued common stock may be issued from time to time by our Board of Directors without further stockholder action unless such
action is required by Delaware law, our charter, or the rules of the Nasdaq Stock Market. Additional authorized but unissued shares of common stock might be used in the context of a defense against or response to possible or threatened hostile
takeovers. It is not possible to predict in advance whether the issuance of additional shares will have a dilutive effect on earnings per share as it depends on the specific events associated with a particular transaction.

There may be adverse consequences resulting from future governmental tax audits of the Companys tax returns.

The Company has taken various tax positions in determining its tax liabilities and the related expense. It is possible that future tax audits or changes
in tax regulation may require the Company to change its prior period tax returns and also to incur additional costs. This may negatively affect future period results.

Certain differences may exist between the trading market of our common stock and the trading market for the exchangeable shares of SMTC Canada

Although the exchangeable shares of SMTC Canada are intended to be functionally and economically equivalent to shares of our common stock, there can be no
assurance that the market price of the exchangeable shares will be identical, or even similar, to the market price of our common stock.



|Item 1B: | Unresolved Staff Comments.
|-------- | --------------------------

None.



|Item 2: | Properties
|------- | ----------

Facilities

We conduct our operations within approximately 550,000 square feet of building space. We believe our facilities are currently adequate for our operating
needs and provide capacity for future volume growth. Our principal service at all locations is assembly of electronic components, with the exception of the Boston facility where we manufacture precision enclosures. Our operating facilities are as
follows:



|                      |  |                       |  |             
|--------------------- |  | --------------------- |  | ------------
|Location              |  | Approx.Square Footage |  | Leased/Owned
|Markham, Ontario      |  | 100,000               |  | Leased      
|San Jose, California  |  | 75,000                |  | Leased      
|Boston, Massachusetts |  | 150,000               |  | Leased      
|Chihuahua, Mexico     |  | 225,000               |  | Owned       

In addition, SMTC has a third party agreement with Alco Electronics Ltd. in Chang An, China
providing access to a 40,000 square foot facility designed around SMTCs copy-exact model. On March 6, 2009 the Company announced that the Boston facility will be closed. It is expected that the closure will be completed during the second
quarter of fiscal 2009.

All of our principal facilities are ISO certified to ISO 9001 or ISO 9002 standards. ISO 9001 and ISO 9002 are
commonly recognized standards in the EMS industry that are published by the International Organization for Standardization and relate to quality management systems. ISO 9001 contains requirements for quality assurance in design, development,
production, installation and servicing. ISO 9002 contains requirements for quality assurance in production, installation and servicing.



22



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##### Table of Contents

The principal executive office of SMTC and SMTC Canada is located at 635 Hood Road, Markham, Ontario,
Canada, L3R 4N6.



|Item 3: | Legal Proceedings
|------- | -----------------

We are a party to various legal
actions arising in the ordinary course of our business. We believe that the resolution of these legal actions will not have an adverse effect on our financial position or results of operations.

In 2007, a lawsuit was commenced against SMTC Corporation and certain of its subsidiaries in the United States Bankruptcy Court for the Western District
of Texas Austin Division by Ronald E. Ingalls, Chapter 7 Trustee, who claims that SMTC Manufacturing Corporation of Texas made fraudulent transfers of assets to certain subsidiaries of the Company despite having had reasonable cause to believe that
it was insolvent. We believe that the allegations in these claims are without merit and we intend to defend against them vigorously. However, there can be no assurance that the outcome of the litigation will be favorable to us or will not have an
adverse impact on our financial position or liquidity.



|Item 4: | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

None.



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##### Table of Contents

PART II



|Item 5: | Market for Registrants Common Equity and Related Stockholder Matters
|------- | ---------------------------------------------------------------------

Market Information

Our common stock trades on The NASDAQ Stock Market under the symbol SMTX. The following
table shows the high and low sales price for our common stock as reported by The NASDAQ Stock Market for each quarter in the years ended January 4, 2009 and December 31, 2007.



|               |  |                    |      |      |   |      |  |     |      |  |   |     
|-------------- |  | ------------------ | ---- | ---- | - | ---- |  | --- | ---- |  | - | ----
|               |  | Common Stock Price
|               |  | 2008               |      | 2007
|               |  | High               |      | Low  |   | High |  | Low
|First Quarter  |  | $                  | 2.38 |      | $ | 1.16 |  | $   | 3.14 |  | $ | 2.39
|Second Quarter |  |                    | 2.64 |      |   | 1.68 |  |     | 5.84 |  |   | 2.90
|Third Quarter  |  |                    | 2.25 |      |   | 1.15 |  |     | 7.99 |  |   | 2.20
|Fourth Quarter |  |                    | 1.15 |      |   | 0.50 |  |     | 2.41 |  |   | 1.48

Stock performance graph

The following graph sets forth the Companys total cumulative stockholder return as compared to the Nasdaq Composite Index, a peer group chosen by the Company for fiscal 2008 (the New Peer Group). The
New Peer Group is comprised of the following companies: Benchmark Electronics, Inc., Celestica Inc., CTS Corp., Flextronics International Ltd., Jabil Circuit, Inc., Key Tronic Corp., Plexus Corp., Sanmina-Sci Corporation, Sigmatron International
Inc., and SMTC Corporation. Cumulative stockholder return for the peer group used in the Companys fiscal 2007 10-K (the Old Peer Group) is presented for comparative purposes. The Old Peer Group was comprised of the following
companies: Benchmark Electronics, Inc., Celestica Inc., Flextronics International Ltd., Jabil Circuit, Inc., Plexus Corp., Sanmina-Sci Corporation, and SMTC Corporation.

The total stockholder return assumes $100 invested on December 31, 2003 in Common Stock of the Company, the Nasdaq Composite Index and the Peer Group of companies that, like the Company, (i) are publicly
traded, and (ii) are mid-to-large tier providers of advanced electronics manufacturing services. Total return assumes reinvestment of dividends. Historical stock price performance is not necessarily indicative of future price performance.

LOGO



24



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##### Table of Contents

Holders

As of March 31, 2009, there were approximately 200 holders of record of the Companys common stock.

As of
March 31, 2009, the Companys capital stock consisted of 26,000,000 authorized shares of common stock, par value $.01 per share, of which, as of such date, 13,900,784 shares were issued and outstanding, and 5,000,000 authorized shares of
special voting stock, par value $.01 per share, of which, as of such date, one share was issued and outstanding. As of March 31, 2009, SMTC Corporations subsidiary, SMTC Manufacturing Corporation of Canada, had 745,548 exchangeable shares
outstanding, excluding 7,202,762 exchangeable shares owned by the Companys wholly-owned subsidiary, SMTC Nova Scotia Company, each of which is exchangeable for one share of common stock of SMTC Corporation.

Dividends

The Company has never declared a cash
dividend on its common stock. The Board of Directors of the Company has no present intention to authorize the payment of dividends on common stock in the foreseeable future. It is the present policy of the Company to retain earnings, if any, to
provide for growth and working capital needs. Further, the Companys credit facilities restrict the Company from paying dividends.



|Item 6: | Selected Financial Data
|------- | -----------------------

The data set forth below
should be read in conjunction with our Managements Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes thereto appearing elsewhere in this Annual
Report.

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



25



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##### Table of Contents

Consolidated Statement of Operations Data:

(in millions, except per share amounts)



|                                                                |  |                  |       |   |                  |   |       |                  |  |   |                  |   |  |                |       |   |  |   |       |  
|--------------------------------------------------------------- |  | ---------------- | ----- | - | ---------------- | - | ----- | ---------------- |  | - | ---------------- | - |  | -------------- | ----- | - |  | - | ----- | -
|                                                                |  | Years Ended      |      
|                                                                |  | December 31,2004 |       |   | December 31,2005 |   |       | December 31,2006 |  |   | December 31,2007 |   |  | January 4,2009 |      
|Revenue                                                         |  | $                | 244.6 |   |                  | $ | 228.8 |                  |  | $ | 262.8            |   |  | $              | 256.4 |   |  | $ | 242.6 |  
|Cost of sales                                                   |  |                  | 222.8 |   |                  |   | 211.6 |                  |  |   | 236.4            |   |  |                | 234.3 |   |  |   | 225.0 |  
|                                                                |  |                  |       |   |                  |   |       |                  |  |   |                  |   |  |                |       |   |  |   |       |  
|Gross profit                                                    |  |                  | 21.8  |   |                  |   | 17.2  |                  |  |   | 26.4             |   |  |                | 22.1  |   |  |   | 17.6  |  
|Selling, general and administrative expenses                    |  |                  | 16.3  |   |                  |   | 13.2  |                  |  |   | 15.2             |   |  |                | 14.5  |   |  |   | 14.5  |  
|Amortization                                                    |  |                  | 2.3   |   |                  |   |      |                  |  |   |                 |   |  |                |      |   |  |   |      |  
|Restructuring (a)                                               |  |                  |       |   |                  |   |       |                  |  |   |                  |   |  |                |       |   |  |   |       |  
|Restructuring (recoveries) charges                              |  |                  | (1.6  | ) |                  |   | 0.1   |                  |  |   | (1.4             | ) |  |                | 0.2   |   |  |   | 5.6   |  
|Gain on sale of assets                                          |  |                  |      |   |                  |   |      |                  |  |   | (1.2             | ) |  |                |      |   |  |   |      |  
|Loss on extinguishment of debt                                  |  |                  |      |   |                  |   |      |                  |  |   |                 |   |  |                | 0.4   |   |  |   | 0.6   |  
|Other expenses (recoveries) (c)                                 |  |                  |      |   |                  |   |      |                  |  |   | 0.8              |   |  |                |      |   |  |   | (0.2  | )
|                                                                |  |                  |       |   |                  |   |       |                  |  |   |                  |   |  |                |       |   |  |   |       |  
|Operating earnings (loss)                                       |  |                  | 4.8   |   |                  |   | 3.9   |                  |  |   | 13.0             |   |  |                | 7.0   |   |  |   | (2.9  | )
|Interest expense                                                |  |                  | 4.5   |   |                  |   | 4.6   |                  |  |   | 5.4              |   |  |                | 5.6   |   |  |   | 2.9   |  
|                                                                |  |                  |       |   |                  |   |       |                  |  |   |                  |   |  |                |       |   |  |   |       |  
|Earnings (loss) before income taxes and discontinued operations |  |                  | 0.3   |   |                  |   | (0.7  | )                |  |   | 7.6              |   |  |                | 1.4   |   |  |   | (5.8  | )
|Income tax expense (recovery)                                   |  |                  | 0.5   |   |                  |   | (0.6  | )                |  |   | (2.0             | ) |  |                | (1.3  | ) |  |   | 0.1   |  
|                                                                |  |                  |       |   |                  |   |       |                  |  |   |                  |   |  |                |       |   |  |   |       |  
|Earnings (loss) from continuing operations                      |  |                  | (0.2  | ) |                  |   | (0.1  | )                |  |   | 9.6              |   |  |                | 2.7   |   |  |   | (5.9  | )
|Earnings from discontinued operations                           |  |                  | 0.8   |   |                  |   |      |                  |  |   | 0.9              |   |  |                |      |   |  |   |      |  
|                                                                |  |                  |       |   |                  |   |       |                  |  |   |                  |   |  |                |       |   |  |   |       |  
|Net earnings (loss), also being comprehensive income (loss)     |  | $                | 0.6   |   |                  | $ | (0.1  | )                |  | $ | 10.5             |   |  | $              | 2.7   |   |  | $ | (5.9  | )
|                                                                |  |                  |       |   |                  |   |       |                  |  |   |                  |   |  |                |       |   |  |   |       |  
|Basic earnings (loss) per share (b)                             |  |                  |       |   |                  |   |       |                  |  |   |                  |   |  |                |       |   |  |   |       |  
|Basic earnings (loss) per share from continuing operations      |  | $                | (0.02 | ) |                  | $ | (0.01 | )                |  | $ | 0.65             |   |  | $              | 0.18  |   |  | $ | (0.40 | )
|Basic earnings per share from discontinued operations           |  |                  | 0.08  |   |                  |   |      |                  |  |   | 0.06             |   |  |                |      |   |  |   |      |  
|                                                                |  |                  |       |   |                  |   |       |                  |  |   |                  |   |  |                |       |   |  |   |       |  
|Basic earnings (loss) per common share                          |  | $                | 0.06  |   |                  | $ | (0.01 | )                |  | $ | 0.71             |   |  | $              | 0.18  |   |  | $ | (0.40 | )
|Diluted earnings (loss) per common share                        |  | $                | 0.06  |   |                  | $ | (0.01 | )                |  | $ | 0.70             |   |  | $              | 0.18  |   |  | $ | (0.40 | )
|                                                                |  |                  |       |   |                  |   |       |                  |  |   |                  |   |  |                |       |   |  |   |       |  
|Weighted average number of shares outstanding (b)               |  |                  |       |   |                  |   |       |                  |  |   |                  |   |  |                |       |   |  |   |       |  
|Basic                                                           |  |                  | 10.9  |   |                  |   | 14.6  |                  |  |   | 14.6             |   |  |                | 14.6  |   |  |   | 14.6  |  
|Diluted                                                         |  |                  | 10.9  |   |                  |   | 14.7  |                  |  |   | 14.9             |   |  |                | 15.0  |   |  |   | 14.6  |  
|                                                                |  |                  |       |   |                  |   |       |                  |  |   |                  |   |  |                |       |   |  |   |       |  



|(a) | 2004 Net recoveries:
|--- | --------------------



| | During | 2004, the Company announced further changes to its manufacturing operations as it continued to execute its transformation plan (the 2004 Plan) and recorded restructuring
charges related to severance costs of $1.6 million. The Company also recorded adjustments to previously recorded restructuring charges aimed at reducing its cost structure and plant capacity (the 2001 Plan and the 2002 Plan,
respectively), of $3.8 million, an additional severance charge of $0.4 million related to the 2002 Plan, and net other charges incurred during 2004 of $0.3 million.
| | ------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2005 Charges:

During 2005, the Company
recorded net restructuring charges of $0.1 million consisting of: severance charges of $0.2 million; a reversal of previously recorded lease and other contract obligations of $0.2 million; a reversal of previously recorded severance charges of $0.5
million and other charges of $0.1 million, all related to the 2002 Plan; and severance charges of $0.5 million related to the 2004 Plan.



26



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##### Table of Contents

2006 Net recoveries:

During 2006, the Company recorded net restructuring recoveries of $1.4 million consisting of a $1.8 million recovery resulting from a change in previously estimated amounts to be paid under the 2002 Plan and
additional charges of $0.4 million under a plan initiated in 2006 related to the restructuring of management roles. The Company also recorded, a $1.2 million gain on sale of an asset previously written down under the 2002 Plan.

2007 Charges:

During 2007, the Company
recorded net restructuring charges of $0.2 million consisting of severance charges related to the 2007 Plan.

Fiscal 2008 Charges:

During the period ended January 4, 2009, the Company recorded restructuring charges consisting of a asset impairment charges of $4.9
million and severance of $0.9 million relating to the 2008 Plan, partially offset by proceeds of liquidation pertaining to assets written off under the 2002 Plan, of $0.2 million.



|(b) | On October 4, 2004, the Company completed a reverse stock split of its issued and outstanding common and exchangeable shares whereby every five shares of common stock were
exchanged for one share of common stock and every five exchangeable shares were exchanged for one exchangeable share, resulting in 7,775,181 common shares outstanding and 6,866,152 exchangeable shares outstanding at that date. All share information
related to shares outstanding has been retroactively adjusted to reflect the reverse stock split.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | Beginning in 2005 and through the first three quarters of 2006, the Company incurred advisory fees related to a strategic initiative the Company did not pursue.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

In Fiscal 2008, the company recorded an unrealized gain on derivative instruments of $0.2 million.

Consolidated Balance Sheet Data and Other Financial Data:

(in
millions)



|                                         |  |                            |      |   |                  |   |      |                  |  |   |                  |   |  |                |       |   |  |   |      |  
|---------------------------------------- |  | -------------------------- | ---- | - | ---------------- | - | ---- | ---------------- |  | - | ---------------- | - |  | -------------- | ----- | - |  | - | ---- | -
|                                         |  | At and for the Years Ended |     
|                                         |  | December 31,2004           |      |   | December 31,2005 |   |      | December 31,2006 |  |   | December 31,2007 |   |  | January 4,2009 |      
|Cash                                     |  | $                          |     |   |                  | $ |     |                  |  | $ |                 |   |  | $              | 0.2   |   |  | $ | 2.6  |  
|Working capital                          |  |                            | 11.6 |   |                  |   | 9.6  |                  |  |   | 17.4             |   |  |                | 21.8  |   |  |   | 20.0 |  
|Total assets                             |  |                            | 92.7 |   |                  |   | 90.0 |                  |  |   | 115.9            |   |  |                | 94.8  |   |  |   | 87.3 |  
|Total debt, including current maturities |  |                            | 33.9 |   |                  |   | 28.5 |                  |  |   | 41.0             |   |  |                | 21.0  |   |  |   | 18.7 |  
|Shareholders equity                     |  |                            | 14.1 |   |                  |   | 14.0 |                  |  |   | 23.9             |   |  |                | 26.8  |   |  |   | 21.3 |  
|Capital expenditures                     |  |                            | 0.3  |   |                  |   | 2.5  |                  |  |   | 4.4              |   |  |                | 2.5   |   |  |   | 2.8  |  
|Cash flows from operating activities     |  |                            | 5.6  |   |                  |   | 9.5  |                  |  |   | (9.5             | ) |  |                | 24.7  |   |  |   | 7.1  |  
|Cash flows from financing activities     |  |                            | (5.4 | ) |                  |   | (8.0 | )                |  |   | 10.5             |   |  |                | (22.6 | ) |  |   | (3.6 | )
|Cash flows from investing activities     |  |                            | (0.4 | ) |                  |   | (1.5 | )                |  |   | (1.0             | ) |  |                | (1.9  | ) |  |   | (1.1 | )



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Quarterly Results

The following tables set forth our unaudited historical quarterly results for the eight quarters ended January 4, 2009. This information has been prepared on the same basis as our annual consolidated financial
statements and it includes all adjustments necessary for a fair presentation of the financial results of such periods. This information should be read in conjunction with our annual consolidated financial statements for the years ended
December 31, 2007 and January 4, 2009. The operating results for any previous quarter are not necessarily indicative of results for any future periods.

(in millions, except per share amounts)



|                                                               |  |                |      |             |   |             |  |   |             |   |             |   |              |  |   |             |  |            |       |   |  |   |      |  |   |       |  
|-------------------------------------------------------------- |  | -------------- | ---- | ----------- | - | ----------- |  | - | ----------- | - | ----------- | - | ------------ |  | - | ----------- |  | ---------- | ----- | - |  | - | ---- |  | - | ----- | -
|                                                               |  | Quarters Ended |     
|                                                               |  | Apr 1,2007     |      | July 1,2007 |   | Sep 30,2007 |  |   | Dec 31,2007 |   | Mar 30,2008 |   | June 29,2008 |  |   | Sep 28,2008 |  | Jan 4,2009 |      
|Revenue                                                        |  | $              | 69.5 |             | $ | 66.1        |  | $ | 54.0        |   |             | $ | 66.8         |  | $ | 55.1        |  | $          | 66.3  |   |  | $ | 60.1 |  | $ | 61.1  |  
|Gross profit                                                   |  |                | 6.5  |             |   | 5.8         |  |   | 3.4         |   |             |   | 6.4          |  |   | 4.4         |  |            | 4.5   |   |  |   | 4.8  |  |   | 4.0   |  
|Earnings (loss) from continuing operations                     |  |                | 2.8  |             |   | 0.1         |  |   | (1.2        | ) |             |   | 1.0          |  |   | 0.4         |  |            | (6.3  | ) |  |   | 0.1  |  |   | (0.1  | )
|Earnings (loss) per share from continuing operations  basic   |  | $              | 0.19 |             | $ | 0.01        |  | $ | (0.08       | ) |             | $ | 0.07         |  | $ | 0.03        |  | $          | (0.43 | ) |  | $ | 0.01 |  | $ | (0.01 | )
|Earnings (loss) per share from continuing operations  diluted |  | $              | 0.19 |             | $ | 0.01        |  | $ | (0.08       | ) |             | $ | 0.06         |  | $ | 0.03        |  | $          | (0.43 | ) |  | $ | 0.01 |  | $ | (0.01 | )
|Weighted average number of shares outstanding  basic          |  |                | 14.6 |             |   | 14.6        |  |   | 14.6        |   |             |   | 14.6         |  |   | 14.6        |  |            | 14.6  |   |  |   | 14.6 |  |   | 14.6  |  
|Weighted average number of shares outstanding  diluted        |  |                | 14.9 |             |   | 15.0        |  |   | 14.6        |   |             |   | 14.7         |  |   | 14.7        |  |            | 14.6  |   |  |   | 14.7 |  |   | 14.6  |  



|Item 7: | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

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

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

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



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Overview

SMTC Corporation is a mid-tier provider of end-to-end electronics manufacturing services, or EMS, including product design and sustaining engineering services, printed circuit board assembly, or PCBA, production, enclosure fabrication,
systems integration and comprehensive testing services. SMTC facilities span a broad footprint in the United States, Canada, Mexico, and China, with approximately 1,000 full-time employees. SMTCs services extend over the entire electronic
product life cycle from the development and introduction of new products through to growth, maturity and end-of-life phases. SMTC offers fully integrated contract manufacturing services with a distinctive approach to global original equipment
manufacturers, or OEMs, and technology companies primarily within the industrial, computing and networking, and communications, consumer and medical market segments.

Developments in the period ended January 4, 2009

For the fiscal period, SMTC had revenue of
$242.6 million, approximately 5% lower than 2007, and earnings before tax of $264 thousand excluding one-time items (which comprise of restructuring charges of $5.6 million, a loss on extinguishment of debt of $0.6 million, and other recoveries of
$0.2 million) in the face of a challenging economic environment. Earnings were largely affected by the performance of our Enclosures business located in Boston, Massachusetts that we recently announced will be closed by the end of the second quarter
of 2009 with production moved to other facilities including our recently expanded Enclosures operation in Mexico. Our Enclosures business was negatively impacted by the challenging economy and the resulting impact on our customers end markets,
primarily in the semi-conductor capital sector, as well as a customer disengagement that was the result of being acquired and production in sourced.

Cash generation and debt reduction, key goals for the Company, were strong with the Company generating $7.1 million in cash from operations and reducing net long-term debt by $4.7 million. Net debt at $16.1 million is
the lowest debt level for the Company in the past 10 years. Debt has been reduced by $24.9 million in the past two years. During the year, the Company refinanced its debt with long-standing lender, Wachovia Capital, and a new term lender, Export
Development Canada. In 2008, the Company successfully strengthened its footprint with a manufacturing partnership with its long-standing partner Alco Electronics Ltd. in China with the establishment of a new dedicated manufacturing facility in Chang
An, China.

Subsequent to January 4, 2009, the Company received a waiver from its lenders with respect to what would have otherwise
been a covenant violation at the time of filing of the Companys fiscal 2008 financial statements in April 2009. In addition, the Company and its lenders have amended the lending agreements to revise the EBITDA and leverage covenants and
eliminate the fixed charge coverage ratio for the next five quarters including the fiscal period beginning January 5, 2009 and for the first quarter of the 2010 fiscal period. The interest rate has also been increased by 200 basis points. The
revised covenants reflect the decline in revenues expected as a result of the current challenging business environment. Management believes that the Company will be in compliance with these covenants for the foreseeable future. Accordingly, the
outstanding balances under the lending agreements continue to be classified as long-term. Continued compliance with its covenants, however, is dependent on the Company achieving certain forecasts. While management is confident in its plans, market
conditions have been difficult to predict and there is no assurance that the Company will achieve its forecasts.

Results of Operations

Continuing Operations

Our
contractual arrangements with our key customers generally provide a framework for our overall relationship with our customers. Revenue from the sale of products is recognized when goods are shipped to customers and title has passed to the customer,
persuasive evidence of an arrangement exists, performance has occurred, all customer-specified test criteria have been met and the earnings process is complete. Actual production volumes are based on purchase orders for the delivery of products.
Typically, these orders do not



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commit to firm production schedules for more than 30 to 90 days in advance. To minimize inventory risk, generally we order materials and components only to
the extent necessary to satisfy existing customer forecasts or purchase orders. Fluctuations in material costs typically are passed through to customers. We may agree, upon request from our customers, to temporarily delay shipments, which causes a
corresponding delay in our revenue recognition. The Company also derives revenue from engineering and design services. Service revenue is recognized as services are performed.

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

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



|                                                               |  |                  |    |  |                  |    |  |                |   
|-------------------------------------------------------------- |  | ---------------- | -- |  | ---------------- | -- |  | -------------- | --
|                                                               |  | December 31,2006 |    |  | December 31,2007 |    |  | January 4,2009 |   
|Revenue                                                        |  | 100.0            | %  |  | 100.0            | %  |  | 100.0          | % 
|Cost of sales                                                  |  | 89.9             | %  |  | 91.4             | %  |  | 92.7           | % 
|                                                               |  |                  |    |  |                  |    |  |                |   
|Gross profit                                                   |  | 10.1             | %  |  | 8.6              | %  |  | 7.3            | % 
|Selling, general and administrative expenses                   |  | 5.8              | %  |  | 5.7              | %  |  | 6.0            | % 
|Restructuring charges (recoveries)                             |  | (0.5             | )% |  | 0.1              | %  |  | 2.3            | % 
|Gain on sale of assets                                         |  | (0.5             | )% |  |                 |    |  |               |   
|Loss on extinguishment of debt                                 |  |                 |    |  | 0.1              | %  |  | 0.3            | % 
|Other expenses (recoveries)                                    |  | 0.3              | %  |  |                 |    |  | (0.1           | )%
|                                                               |  |                  |    |  |                  |    |  |                |   
|Operating earnings (loss)                                      |  | 5.0              | %  |  | 2.7              | %  |  | (1.2           | )%
|Interest expense                                               |  | 2.1              | %  |  | 2.2              | %  |  | 1.2            | % 
|                                                               |  |                  |    |  |                  |    |  |                |   
|Earnings (loss) from continuing operations before income taxes |  | 2.9              | %  |  | 0.5              | %  |  | (2.4           | )%
|Income tax (recovery) expense                                  |  |                  |    |  |                  |    |  |                |   
|Current                                                        |  | (0.8             | )% |  | (0.5             | )% |  | 0.0            | % 
|Deferred                                                       |  |                 |    |  |                 |    |  |               |   
|                                                               |  |                  |    |  |                  |    |  |                |   
|                                                               |  | (0.8             | )% |  | (0.5             | )% |  | (0.0           | )%
|                                                               |  |                  |    |  |                  |    |  |                |   
|Net earnings from continuing operations                        |  | 3.7              | %  |  | 1.0              | %  |  | (2.4           | )%
|                                                               |  |                  |    |  |                  |    |  |                |   

Fiscal period ended January 4, 2009 compared to the year ended December 31, 2007

Revenue

Revenue decreased $13.8
million, or 5.4%, from $256.4 million for the year ended December 31, 2007 to $242.6 million for the period ended January 4, 2009 (fiscal 2008). The decrease in revenue was primarily due to a reduction in customer demand in our
Boston, Massachusetts based Enclosures division, largely end market based. The Boston facility will be closing at the end of the second quarter of 2009. While not as significant, revenue was also negatively impacted by several small customer
disengagements largely in 2007 and two longstanding customers experiencing end market softness related to the construction industry and product lifecycle changes. Somewhat offsetting these reductions, new customers introduced in the past several
quarters generated an increase of over $10 million in revenue for fiscal 2008 and three of our larger customers generated year over year increases. The increases experienced with these larger customers was due to a mix of improved end market
penetration, end market growth and an increase in our share of business, somewhat offset by reductions in pricing as production for certain of these customers moved to lower cost regions.

During fiscal 2008, revenue from the industrial sector represented 72.1% of revenue compared to 68.1% of revenue in 2007. All segments were negatively
impacted by the reduction in revenues from the Enclosures division. The increase in the percentage of revenue generated from the industrial sector in fiscal 2008 compared to 2007 is due to the growth in revenue from three of our larger customers,
somewhat offset by a customer negatively impacted by the downturn in the semi conductor capital equipment sector. The percentage of sales



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attributable to the networking and enterprise computing sector was 16.1% during fiscal 2008, largely unchanged compared to 16.8% during 2007 however a
reduction in absolute dollars was experienced as the segment was impacted by the reduction of revenue in the Enclosures division and our customer experiencing product lifecycle changes, somewhat offset by new customer revenue. The percentage of
sales attributable to the communications sector decreased to 11.9% during fiscal 2008 from 15.1% during 2007 due to various reductions including customers in our Enclosures division, our customer experiencing end market challenges relating to the
construction segment and 2007 disengagements, somewhat offset by new customer revenue.

During fiscal 2008, we recorded approximately $5.0
million of sales of raw materials inventory to customers, which carried no margin, compared to $3.0 million in 2007. The Company purchases raw materials based on customer purchase orders. To the extent a customer requires an order to be altered or
changed the customer is generally obligated to purchase the original on-order raw material at cost.

Due to changes in market conditions,
the life cycle of products, the nature of specific programs and other factors, revenues from a particular customer typically vary from year to year. The Companys ten largest customers represented 82.8% of revenue during fiscal 2008, compared
to 81.2% in 2007. Revenue from our three largest customers during fiscal 2008 was $48.2 million from Ingenico, $45.4 million from Harris and $40.7 million from MEI, Inc. (MEI), representing 19.9%, 18.7% and 16.8%, respectively, of total
revenue for fiscal 2008. This compares with revenue of $48.8 million from Ingenico, $39.1 million from Harris and $36.4 million from MEI, representing 19.0%, 15.2% and 14.2%, respectively, of total revenue for 2007. No other customers represented
more than 10% of revenue in either year.

During 2008, 35.1% of our revenue was attributable to our operations in Mexico, 27.9% in Canada,
21.8% in the US and 15.2% in Asia. During 2007, 42.5% of our revenue was attributable to our operations in Mexico, 33.9% in the US and 23.6% in Canada. The decrease in Mexico and increase in Asia was a result of production transferring to our lower
cost new Asian operation.

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

Gross Profit

Gross profit decreased from $22.1 million, or 8.6% of revenue, for 2007 to $17.6 million, or 7.3% of revenue, for fiscal 2008. This decrease in gross
profit is largely due to losses incurred in our Enclosures division, and, to a lesser degree, higher factory overhead, higher parts sales with no margin and the impact on margins of production transferred to Asia, all somewhat offset by improved
direct labour efficiency over 2007, including improved foreign exchange.

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

Selling, General & Administrative
Expenses

Selling, general and administrative expenses remained essentially unchanged decreasing by $0.1 million during fiscal 2008 to
$14.5 million from $14.6 million in 2007, but increased as a percentage of revenue to 6.0% for fiscal 2008 from 5.7% of revenue for 2007; the result of the reduction in revenue.



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The Company determines the allowance for doubtful accounts for estimated credit losses based on the
length of time the accounts receivables have been outstanding, customer and industry concentrations, the current business environment and historical experience.

Restructuring and Other Charges

During fiscal 2008, the Company implemented restructuring activities
as a result of the transfer of production from the Chihuahua facility to the Companys China facility and the reduced revenue in the Boston facility. Termination payments of $0.9 million were recorded as restructuring charges and were paid
during the year. The Company also recorded a non-cash asset impairment charge of $4.9 million primarily relating to leasehold improvements at the Boston facility. In addition, the Company recorded a restructuring recovery of $0.2 million consisting
of a dividend from the liquidation of the Companys Donegal, Ireland facility, which was initiated under the Companys restructuring plan of 2002.

During 2007, the Company put into place changes related primarily to manufacturing operations in Mexico. Termination payments of $0.2 million were recorded as restructuring charges and were paid during the year.

Loss on extinguishment of debt

Upon the early repayment of the Companys pre-existing term debt with Garrison during the third quarter of 2008, the Company recorded a non-cash charge of $0.6 million for the remaining unamortized deferred financing assets related to
this extinguished debt.

Upon the early repayment of the Companys pre-existing senior term and subordinated debt during the third
quarter of 2007, the Company recorded a non-cash charge to remove the remaining unamortized deferred financing assets related to these extinguished debts, net of a recovery from the remaining unamortized balance of cancelled warrants, of $0.3
million. The Company also paid $0.1 million in early repayment fees and costs.

Other Income

During the period ended January 4, 2009, the Company entered into forward foreign exchange contracts to reduce our exposure to foreign exchange
currency rate changes related to forecast Canadian dollar denominated payroll, rent and utility cash flows in the first quarter of fiscal 2009. These contracts were effective as hedges from an economic perspective, but were not designated as hedges
for accounting purposes. Accordingly, changes in the fair value of these contracts were recognized in the consolidated statement of operations and comprehensive income. The Company does not enter into forward foreign exchange contracts for trading
or speculative purposes.

As of January 4, 2009, forward foreign exchange contracts with an aggregate exercise value of $3.6 million
were outstanding, and are to be settled between January 9, 2009 and April 3, 2009 at a forward rate of USD $1.00 = CAD $1.268. The unrealized gain recognized into earnings as a result of revaluing the instruments to fair value on
January 4, 2009 was $0.2 million which was included in other expense (recovery) in the statement of operations and comprehensive income and accounts receivable on the balance sheet. Fair value was determined using the market approach by
reference to quoted prices in active markets for identical assets.

Interest Expense

Interest expense decreased by $2.7 million in fiscal 2008 from $5.6 million to $2.9 million. Included in interest expense is amortization of deferred
financing fees of $0.4 million in fiscal 2008, which decreased by $0.9 million from 2007 as a result of the write off of financing fees related to the previous senior term and subordinated term debt incurred upon debt restructuring during fiscal
2007. Interest expense in 2007 was also offset by a reduction in interest expense of $0.2 million for amortization of the value of the cancelled warrants.



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Interest expense directly related to debt, excluding the amortization of deferred financing fees and the
reduction in interest expense relating to the amortization of the value of cancelled warrants, decreased by $2.0 million, from $4.5 million for 2007, to $2.5 million for 2008 due to lower average debt balances outstanding and lower interest rates in
fiscal 2008 as compared to 2007 due to the general decrease in applicable interest rates and reduced rates at the time of the August 2008 refinancing. The weighted average interest rates with respect to the debt were 9.9% and 6.7%, for the year
ended December 31, 2007 and the period ended January 4, 2009 respectively.

Income Tax Expense

The net tax expense for 2008 of $0.1 million related to minimum taxes in certain jurisdictions, compared with a net income tax recovery of $1.3 million in
2007, resulting primarily from the release of previously recorded tax reserves.

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. FASB Statement No. 109, Accounting for Income Taxes, states that
forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence, such as cumulative losses in recent years in the jurisdictions to which the deferred tax assets relate. At the end of the second quarter of
2003, the Company concluded that given the weakness and uncertainly in the economic environment at that time, it was appropriate to establish a full valuation allowance for the deferred tax assets. Commencing in 2004, it was determined by management
that it was more likely than not that the deferred tax assets associated with the Mexican jurisdiction would be realized and no valuation allowance has been recorded against these deferred tax assets since 2004. The U.S. and Canadian jurisdictions
continue to have a full valuation allowance recorded against the deferred tax assets in those jurisdictions.

At January 4, 2009, the
Company had total net operating loss carry forwards of $88.2 million, of which $2.0 million will expire in 2010, $1.3 million will expire in 2012, $8.4 million will expire in 2014, $3.4 million will expire in 2015, $1.1 million will expire in 2018,
$0.1 million will expire in 2019, $42.0 million will expire in 2021, and the remainder will expire between 2023 and 2028.

During fiscal
2008, the Company reviewed if its tax position related to the Recapitalization Transaction would result in an ownership change for purposes of Section 382 of the Internal Revenue Code (Section 382), which imposes a limitation on a
corporations use of net operating loss carry forwards following an ownership change. The Company has concluded that the recapitalization transactions did not result in an ownership change, nor has there been an ownership since that
time and as such the use of the net operating loss carry-forwards has not been limited.

Year ended December 31, 2007 compared to the year ended
December 31, 2006

Revenue

Revenue decreased $6.4 million, or 2.4%, from $262.8 million for the year ended December 31, 2006 to $256.4 million for the year ended December 31, 2007. The decrease in revenue was largely due to the
expected reduction in revenue from EMC Corporation (EMC2) as one of their products moved to end of life, a slowing in end markets of some customers with demand linked to the construction and semiconductor businesses and typical
product life cycle patterns with other long standing customers. These declines were almost entirely offset by growth in revenue from Harris Broadcast Infrastructure and Digital Media (a subsidiary of Harris Corporation) (Harris),
Ingenico S.A. (Ingenico) and $12 million in revenue from some of our newer customers. The growth in Harris and Ingenico revenues is primarily the result of success in their respective end markets, in addition to the impact of the ramping
up of Harris in 2006, a new customer added in the later part of 2005.



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During 2007, revenue from the industrial sector represented 68.1% of revenue compared to 64.1% of revenue
in 2006. The increase in the percentage of revenue generated from the industrial sector in 2007 compared to 2006 is due to the growth in revenue from Harris and Ingenico. The percentage of sales attributable to the networking and enterprise
computing sector was 16.8% during 2007 compared to 16.9% during 2006 resulting from the expected decline in revenue from EMC2 and another customer with typical product life cycle oscillations, offset by the increase in revenue from other
enterprise computing and networking sector customers during 2007. The percentage of sales attributable to the communications sector decreased to 15.1% during 2007 from 18.9% during 2006 due to various reductions including end market economic
slowdowns experienced by a customer.

During 2007, we recorded approximately $3.0 million of sales of raw materials inventory to customers,
which carried no margin, compared to $7.7 million in 2006. The Company purchases raw materials based on customer purchase orders. To the extent a customer requires an order to be altered or changed the customer is generally obligated to purchase the
original on-order raw material at cost.

Due to changes in market conditions, the life cycle of products, the nature of specific programs
and other factors, revenues from a particular customer typically vary from year to year. The Companys ten largest customers represented 81.2% of revenue during 2007, compared to 83.6% in 2006. Revenue from our three largest customers during
2007 was $48.8 million from Ingenico, $39.1 million from Harris and $36.4 million from MEI, Inc. (MEI), representing 19.0%, 15.2% and 14.2%, respectively, of total revenue for 2007. This compares with revenue of $43.4 million from
Ingenico, $35.9 million from MEI and $29.4 million from Harris, representing 16.5%, 13.7% and 11.2%, respectively, of total revenue for 2006. No other customers represented more than 10% of revenue in either year.

During 2007, 42.5% of our revenue was attributable to our operations in Mexico, 33.9% in the US
and 23.6% in Canada. During 2006, 41.6% of our revenue was attributable to our operations in Mexico, 39.1% in the US and 19.3% in Canada. The increase in Canada was the result of increased revenue from Harris, and the reduction in the US was the
result of slowdowns in the construction and semi-conductor industries and EMC2s reduced demand.

Gross Profit

Gross profit decreased
from $26.4 million, or 10.1% of revenue, for 2006 to $22.1 million, or 8.6% of revenue, for 2007. This decrease in gross profit is largely due to decreased sales and higher labor costs, largely the result of the weakening of the US dollar.

Selling, General & Administrative Expenses

Selling, general and administrative expenses decreased by $0.6 million during 2007 to $14.6 million from $15.2 million in 2006, and declined as a percentage of revenue to 5.7% for 2007 from 5.8% of revenue for 2006.
The decrease in selling, general and administrative expenses largely reflects reductions in variable performance based compensation costs which offset the higher cost of labor due to the strengthening of the Canadian dollar.

Restructuring and Other Charges

During 2007, the Company put into place changes related primarily to manufacturing operations in Mexico (the 2007 Plan). Termination payments of $0.2 million were recorded as restructuring charges under the 2007 Plan and were
paid during the year.

During 2006, we restructured our management to control operating costs (the 2006 Plan). The net recovery
for 2006 included a recovery of $1.8 million related to the reduction of a liability recorded as part of the 2002 Plan, and severance charges of $0.4 million related to the 2006 Plan. In addition, we recorded a gain on the sale of an asset
previously written down of $1.2 million.



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Loss on extinguishment of debt

Upon the early repayment of the Companys senior term and subordinated debt during the third quarter of 2007, the Company recorded a non-cash charge
to remove the remaining unamortized deferred financing assets related to these extinguished debts, net of a recovery from the remaining unamortized balance of cancelled warrants, of $0.3 million. The Company also paid $0.1 million in early repayment
fees and costs.

Other Expense

During 2006, the Company incurred advisory fees of $0.8 million related to a strategic initiative that the Company did not pursue.

Interest Expense

Interest expense increased from $5.4 million in 2006, by $0.2 million to $5.6 million for 2007. Included
in interest expense is amortization of deferred financing fees of $1.3 million in 2007, which increased by $0.2 million from 2006 as a result of the amortization of additional financing fees incurred upon debt restructuring in 2006 and 2007.
Interest expense was offset by a reduction in interest expense of $0.3 million and $0.2 million respectively for amortization of the value of the cancelled warrants. Interest expense in 2006 also included $0.3 million in interest income related to a
$2.7 million tax refund received in 2006.

Interest expense directly related to debt, excluding the amortization of deferred financing fees
and the reduction in interest expense relating to the amortization of the value of cancelled warrants, decreased by $0.1 million, from $4.6 million for 2006, to $4.5 million for 2007 due to higher average debt balances outstanding during 2006, and
higher interest rates in 2006 as compared to 2007 due to the general decrease in applicable interest rates. The weighted average interest rates with respect to the debt were 10.1% and 9.9%, for the years ended December 31, 2006 and
December 31, 2007 respectively.

Income Tax Expense

The net tax recovery for 2007 of $1.3 million includes a current tax recovery of $1.4 million and a charge to deferred taxes of $0.1 million. The current
tax recovery in 2007 was primarily the result of the release of previously recorded income tax reserves. The net tax recovery of $2.0 million for 2006 includes a current tax recovery of $2.2 million from the release of previously recorded income tax
reserves and the receipt of a previously unrecorded tax refund offset by current year alternative minimum tax expense.

Effective
January 1, 2007, the Company adopted FIN 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement no. 109, Accounting for Income Taxes (FIN 48). The adoption of FIN 48 did not have a material impact on the
Companys consolidated financial statements.

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. FASB Statement No. 109, Accounting for Income Taxes, states that forming a conclusion that a
valuation allowance is not needed is difficult when there is negative evidence, such as cumulative losses in recent years in the jurisdictions to which the deferred tax assets relate. As a result of the quarterly reviews undertaken at the end of the
second quarter of 2003, the Company concluded that given the weakness and uncertainty in the economic environment at that time, it was appropriate to establish a full valuation allowance for the deferred tax assets arising from its operations in the
jurisdictions to which the deferred tax assets relate. In 2004 and 2005, it was determined by management that it was more likely than not that the deferred tax assets associated with the Mexican jurisdiction would be realized in the amount of $0.1
million and $0.6 million, respectively. The U.S. and Canadian jurisdictions continued to have a full valuation allowance established for the deferred tax asset.



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At December 31, 2007, the Company had total net operating loss carry-forwards of approximately $84.9
million, of which $2.5 million will expire in 2010, $1.3 million will expire in 2012, $10.3 million will expire in 2014, $4.2 million will expire in 2015, $1.1 million will expire in 2018, $0.1 million will expire in 2019, $40.8 million will expire
in 2021, and the remainder will expire between 2022 and 2027.

During 2007, the Company reviewed if its tax position related to the
Recapitalization Transaction would result in an ownership change for purposes of Section 382 of the Internal Revenue Code (Section 382), which imposes a limitation on a corporations use of net operating loss (NOL)
carry forwards following an ownership change. The Company has concluded that the recapitalization transactions did not result in an ownership change, nor has there been an ownership since that time and as such the use of the NOL
carry-forwards has not been limited.

Retained Earnings

In December 2006, the Company adopted Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements (SAB 108) which clarified the way that a company should evaluate identified unadjusted errors for materiality. SAB 108 required that the effect of misstatements that were not
corrected at the end of the prior year be considered in quantifying misstatements in the current year financial statements. Two techniques were identified as being used by companies in practice to accumulate and quantify misstatementsthe
rollover approach and the iron curtain approach. The rollover approach, which is the approach we used, quantifies a misstatement based on the amount of the error originating in the current year income statement. Thus, this
approach ignores the effects of correcting the portion of the current year balance sheet misstatement that originated in prior years. The iron curtain approach quantifies a misstatement based on the effects of correcting the misstatement existing in
the balance sheet at the end of the current year, irrespective of the misstatements year(s) of origination.

Using the rollover
approach resulted in an accumulation of misstatements to our balance sheets that were deemed immaterial to our financial statements because the amounts that originated in each year were quantitatively and qualitatively immaterial. We elected, as
allowed under SAB 108, to reflect the effect of initially applying this guidance by adjusting the carrying amount of the respective accounts as of the beginning of 2006 and recording an offsetting adjustment to the opening balance of our retained
earnings in 2006. We recorded a cumulative adjustment to increase our deficit for the adoption of SAB 108 by $0.7 million. Included in this cumulative adjustment is a $0.5 million decrease in property, plant and equipment relating to amortization of
leasehold improvements in the years 2000 to 2005. The remaining amount includes increases in accrued liabilities and inventory of $0.3 million and $0.1 million, respectively, and decreases in accounts receivable, long-term debt, other assets and
capital stock of $0.1 million, $0.2 million, $0.1 million and $0.1 million, respectively.

Discontinued Operations

In the third quarter of 2006, income from discontinued operations included additional proceeds from the liquidation of the Cork, Ireland facility in the
amount of $0.9 million.

Related Party Transactions

Private equity funds advised by Bain Capital, LLC or its affiliates (Bain Capital) acquired approximately 50% of the capital stock of MEI during the second quarter of 2006. Blair Hendrix, a director of the
Company until May 2007, was also an Operating Partner of Bain Capital, and Bain Capital may be deemed to control MEI. All transactions between the Company and MEI in 2006 and 2007 were in the normal course of operations.

Liquidity and Capital Resources

Our principal
sources of liquidity are cash provided from operations and borrowings under the Wachovia EDC Facilities. We have also previously relied on our access to the capital markets. Our principal uses of cash



36



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have been to meet debt service requirements, pay down debt, invest in capital expenditures and to finance working capital requirements. We anticipate our
principal uses of cash in the future will remain unchanged.

The following table outlines the summary level cash flow changes for:



|                                             |  |                            |      |   |                            |   |       |                             |  |   |      |  
|-------------------------------------------- |  | -------------------------- | ---- | - | -------------------------- | - | ----- | --------------------------- |  | - | ---- | -
|                                             |  | Year endedDecember 31,2006 |      |   | Year endedDecember 31,2007 |   |       | Period endedJanuary 4, 2009 | 
|Cash provided by (used in):                  |  |                            |      |   |                            |   |       |                             |  |   |      |  
|Operating activities                         |  | $                          | (9.5 | ) |                            | $ | 24.7  |                             |  | $ | 7.1  |  
|Financing activities                         |  |                            | 10.5 |   |                            |   | (22.6 | )                           |  |   | (3.6 | )
|Investing activities                         |  |                            | (1.0 | ) |                            |   | (1.9  | )                           |  |   | (1.1 | )
|                                             |  |                            |      |   |                            |   |       |                             |  |   |      |  
|Increase in cash and cash equivalents        |  |                            |     |   |                            |   | 0.2   |                             |  |   | 2.4  |  
|                                             |  |                            |      |   |                            |   |       |                             |  |   |      |  
|Cash and cash equivalents, beginning of year |  |                            |     |   |                            |   |      |                             |  |   | 0.2  |  
|                                             |  |                            |      |   |                            |   |       |                             |  |   |      |  
|Cash, end of the year                        |  | $                          |     |   |                            | $ | 0.2   |                             |  | $ | 2.6  |  
|                                             |  |                            |      |   |                            |   |       |                             |  |   |      |  

Fiscal 2008 Liquidity:

Net cash generated by operating activities for fiscal 2008 was $7.1 million. The source of cash was the result of decreased working capital requirements
of $3.8 million and cash provided by operating activities before non cash working capital of $3.4 million broken down primarily as follows: an increase in cash related to non-cash depreciation of $3.3 million, an increase in cash related to non-cash
asset impairment of $4.9 million, an increase in cash related to a non-cash loss on extinguishment of debt of $0.6 million, an increase in cash related to non-cash interest of $0.4 million and a net loss of $5.9 million. Cash provided by working
capital of $3.8 million primarily consisted of a decrease in accounts receivable of $10.2 million, offset by an increase in inventories and prepaid expenses of $5.9 million and $0.3 million, respectively. Accounts receivable days sales outstanding
were 46 days for the fourth quarter of 2008 compared to 53 days for the same period in 2007 reflecting improved collection experience. Inventory turnover on an annualized basis was 5.8 times for 2008 and 7.8 times for 2007.Inventory had
increased $5.9 million in the year, largely as a result of the ramp of new customer business in the fourth quarter of fiscal 2008. Accounts payable days outstanding were 64 days for the fourth quarter of 2008 compared to 56 days for the same period
in 2007. During 2008 the Company paid $0.9 million in connection with restructuring charges, compared to $0.5 million in 2007.

Net cash
used in financing activities during fiscal 2008 was $3.6 million, consisting of borrowings of $13.8 million under new term debt, net repayment of debt and credit facilities of $16.1 million, repayment of capital leases of $0.9 million and $0.4
million in financing fees incurred in refinancing the Companys credit facilities. Under the Wachovia EDC Facilities entered into during 2008, the Company has secured a revolving credit facility of up to $45.0 million and $13.8 million in term
loans. The revolving portion of the Wachovia EDC Facilities has a borrowing formula that bases our ability to borrow on the characteristics of our accounts receivable and inventory.

Net cash used in investing activities for fiscal 2008 of $1.3 million consisted of purchases of equipment, partially offset by $0.3 million provided from
proceeds in a sales-leaseback of equipment.

2007 Liquidity:

Net cash generated by operating activities for 2007 was $24.7 million. The source of cash was the result of decreased working capital requirements of
$15.2 million, an increase in cash related to non-cash depreciation of $5.0 million and net earnings of $2.7 million. The net source of working capital of $15.2 million consisted of a decrease in accounts receivable, inventories and prepaid expenses
of $6.5 million, $12.0 million, and $0.3 million, respectively, offset by a decrease in accounts payable and accrued liabilities of $2.2 million and income



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taxes payable of $1.4 million. Accounts receivable days sales outstanding were 53 days for the fourth quarter of 2007 compared to 55 days for the same period
in 2006 reflecting improved collection experience. Inventory turnover on an annualized basis was 7.8 times for 2007 and 6.1 times for 2006.Inventory was reduced $12 million in the year as a result of an investment in new supply chain
leadership and staff, improved processes and systems, and increased focus throughout the Company. Accounts payable days outstanding were 56 days for the fourth quarter of 2007 compared to 57 days for the same period in 2006. During both 2007 and
2006, the Company paid $0.5 million in connection with restructuring charges.

Net cash used in financing activities during 2007 was $22.6
million, consisting of borrowings of $21.5 million under new term debt, net repayment of debt and credit facilities of $42.1 million, repayment of capital leases of $0.7 million and $1.4 million in financing fees incurred in refinancing the
Companys credit facilities. Under the Wachovia Monroe Facilities entered into during 2007, the Company has secured a revolving credit facility of up to $40.0 million and $21.5 million in term loans. The revolving portion of the Wachovia Monroe
Facilities has a borrowing formula that bases our ability to borrow on the characteristics of our accounts receivable and inventory.

Net
cash used in investing activities for 2007 of $1.9 million consisted of purchases of equipment.

Capital Resources

To improve financial flexibility and reduce interest rates, the Company entered into a second amended financing agreement with Wachovia and Export
Development Canada (EDC) on August 7, 2008. Under the amendment, Wachovia improved certain borrowing base conditions based on eligible inventory and accounts receivable of the Company to allow increased borrowing capacity and
increased the facility from $40 million to $45 million. Wachovia also provided a $0.8 million term loan, bearing interest based on the U.S. Prime rate. Also under this amendment, EDC replaces Garrison as the primary term debt lender. The proceeds
from the EDC term debt of $13 million, together with the increased borrowing capacity, were used to repay the entire Garrison loan. The interest on the LIBOR based term debt assigned to EDC has been reduced from LIBOR plus 4% to LIBOR plus 3.5%,
decreasing at various leverage rates. Financial covenants were changed as were restrictions on certain investments and expenditures.

We
believe that cash generated from operations, available cash and amounts available under our Wachovia EDC Facilities 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 from lenders and the uncertainty created by the current economic situation, current
credit markets and the change in ownership of our lead bank, Wachovia. We have agreed to a borrowing base formula under which the amount we are permitted to borrow under the Wachovia EDC Facilities is based on our accounts receivable and inventory.
Further, there can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to enable us to service our indebtedness. Our future operating performance and ability to service
indebtedness will be subject to future economic conditions and to financial, business and other factors, certain of which are beyond our control.

During fiscal 2008, equipment of $1.5 million was acquired via capital leases.

As at January 4, 2009, contractual repayments
due within each of the next five years and thereafter are as follows:



|                            |  |      |     |      |   |      |  |      |     |      |   |            |  |       |     |  |   |     |  |   |     
|--------------------------- |  | ---- | --- | ---- | - | ---- |  | ---- | --- | ---- | - | ---------- |  | ----- | --- |  | - | --- |  | - | ----
|(in US$ millions)           |  | 2009 |     | 2010 |   | 2011 |  | 2012 |     | 2013 |   | Thereafter |  | Total
|Long term debt              |  | $    | 2.7 |      | $ | 5.0  |  | $    | 3.6 |      | $ | 7.4        |  | $     |    |  | $ |    |  | $ | 18.7
|Capital lease obligations   |  |      | 1.3 |      |   | 0.9  |  |      | 0.7 |      |   | 0.1        |  |       |    |  |   |    |  |   | 3.0 
|Operating lease obligations |  |      | 2.1 |      |   | 2.2  |  |      | 2.1 |      |   | 1.8        |  |       | 1.2 |  |   | 0.9 |  |   | 10.3
|                            |  |      |     |      |   |      |  |      |     |      |   |            |  |       |     |  |   |     |  |   |     
|Total                       |  | $    | 6.1 |      | $ | 8.1  |  | $    | 6.4 |      | $ | 9.3        |  | $     | 1.2 |  | $ | 0.9 |  | $ | 32.0
|                            |  |      |     |      |   |      |  |      |     |      |   |            |  |       |     |  |   |     |  |   |     



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In the normal course of business, we may be subject to litigation and claims from customers, suppliers
and former employees. We believe that adequate provisions have been recorded in the accounts, where required. Although it is not possible to estimate the extent of potential costs, if any, management believes that ultimate resolution of such
contingencies would not have an adverse effect on our financial position, results of operations or cash flows.

Subsequent to
January 4, 2009, the Company received a waiver from its lenders with respect to what would have otherwise been a covenant violation at the time of filing of the Companys fiscal 2008 financial statements in April 2009. In addition, the
Company and its lenders have amended the lending agreements to revise the EBITDA and leverage covenants and eliminate the fixed charge coverage ratio for the next five quarters including the fiscal period beginning January 5, 2009 and for the
first quarter of the 2010 fiscal period. The interest rate has also been increased by 200 basis points. The revised covenants reflect the decline in revenues expected as a result of the current challenging business environment. Management believes
that the Company will be in compliance with these covenants for the foreseeable future. Accordingly, the outstanding balances under the lending agreements continue to be classified as long-term. Continued compliance with its covenants, however, is
dependent on the Company achieving certain forecasts. While management is confident in its plans, market conditions have been difficult to predict and there is no assurance that the Company will achieve its forecasts.

Accounting changes and recent accounting pronouncements

Please refer to Note 2 of the accompanying consolidated financial statements.

Critical Accounting Estimates

The preparation of financial statements requires us 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 describes the significant accounting policies and methods used in the preparation of our consolidated
financial statements. The following critical accounting policies are affected 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

We evaluate the collectability of accounts receivable and record an allowance for doubtful accounts, which reduces the
accounts receivable to the amount we reasonably believe will be collected. A specific allowance is recorded against customer accounts receivable that are considered to be impaired based on our knowledge of the financial condition of our customers.
In determining the amount of the allowance, we consider factors, including the length of time the accounts receivable have been outstanding, customer and industry concentrations, the current business environment and historical experience.

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



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Restructuring and Other Charges

In response to excess capacity, we have recorded restructuring and other charges aimed at reducing our cost structure. In connection with exit activities,
we have 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 us 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, we evaluate 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

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable in accordance with FASB Statement No. 144, Accounting for Impairment or Disposal of Long-Lived Assets (Statement 144). Under Statement 144 assets must be classified as either held-for-use or
available-for-sale. An impairment loss is recognized when the carrying amount of an asset that is held and used exceeds the projected undiscounted future net cash flows expected from its use and disposal, and is measured as the amount by which the
carrying amount of the asset exceeds its fair value, which is measured by discounted cash flows when quoted market prices are not available. For assets available-for-sale, an impairment loss is recognized when the carrying amount exceeds fair value
less costs to sell.

Income Tax Valuation Allowance

In assessing the realization of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. FASB Statement No. 109,
Accounting for Income Taxes, states that forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence, such as cumulative losses in recent years in the jurisdictions to which the deferred tax assets
relate. Based upon consideration of these factors, management believes the recorded valuation allowance related to all of its deferred tax assets arising in Canada and the United States is appropriate.



|Item 7A: | Quantitative and Qualitative Disclosures about Market Risk
|-------- | ----------------------------------------------------------

Interest Rate Risk

Our credit facilities bear interest at floating rates. The weighted average interest rate incurred on
debt for the period ended January 4, 2009 was 6.7%. At January 4, 2009 the interest rate on our U.S. revolving credit facility is 3.25% based on the U.S. prime rate, our term debt bore interest at 7.5% based on LIBOR and our Canadian term
debt bore interest at 3.5% based on LIBOR. If base rates increased by 10%, our interest expense would have increased by approximately $0.1 million annually.

Foreign Currency Exchange Risk

Most of our sales and component purchases are denominated in U.S. dollars. Our Canadian and
Mexican payroll, Euro based component purchases and other various expenses are denominated in local currencies. As a result, we have limited exposure to foreign currency exchange risk for modest changes in exchange rates. However, for more
significant changes in exchange rates, the Company is subject to much greater variations. Every $0.01 change in the US dollar results in a change in expenses of approximately $0.2 million. The strengthening of the Canadian dollar results in an
increase in costs to the organization and may lead to a reduction in reported earnings.



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##### Table of Contents

|Item 8: | Financial Statements and Supplementary Data
|------- | -------------------------------------------

The
information called for by this item is indexed on page F-1 of this Report and is contained on pages F-2 through F-36.



|Item 9: | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------

None.



|Item 9A: | Controls and Procedures
|-------- | -----------------------

Evaluation of
Disclosure Controls and Procedures.

The Companys management, with the participation of the Companys Chief Executive Officer
and Principal Financial Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the Companys Chief Executive Officer and Principal Financial Officer have concluded that the Companys disclosure
controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within
the time periods specified in the applicable Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Companys management, including the Companys Chief Executive Officer and the Companys
Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Managements Report on
Internal Control over Financial Reporting

The Companys internal control over financial reporting is a process designed by, or
under the supervision of, the Chief Executive Officer and Principal Financial Officer, or persons performing similar functions, and effected by the Companys board of directors, management and other personnel to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Companys internal control over financial reporting includes
those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only
in accordance with authorizations of management and directors and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.

The Companys management is responsible for establishing and maintaining adequate internal control
over financial reporting, as defined in the Exchange Act Rule 13a-15(f). The Companys management conducted an assessment of the Companys internal control over financial reporting based on the framework established by the Committee of
Sponsoring Organizations of the Treadway Commission in Internal ControlIntegrated Framework(COSO). Based on this assessment, the Companys management has concluded that, as of January 4, 2009, the Companys internal
control over financial reporting is effective and no material weaknesses were identified.



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This annual report on Form 10-K does not include an attestation report by the Companys registered
public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only managements report in this annual report.

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 Principal Financial Officer.



|Item 9B: | Other Information
|-------- | -----------------

None



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##### Table of Contents

PART III



|Item 10: | Directors, Executive Officers and Corporate governance
|-------- | ------------------------------------------------------

The information required by this Item is included under the captions The Proposal: Election of Directors, Directors and Executive Officers, Additional InformationSection 16(a) Beneficial Ownership
Reporting Compliance, and Compensation Discussion and Analysis in the proxy statement for use in connection with the Companys 2009 Annual Meeting of Stockholders (the Proxy Statement) and is incorporated herein by reference.

The Company has adopted a Code of Conduct applicable to all employees, including the principal executive officer, principal financial
officer, and principal accounting officer. The Code of Conduct is available on the Companys website at http://www.smtc.com/investor/corpgov/corpgov.htm and in print to any stockholder who requests it. The Company intends to post on its website
any amendments to, or waivers from, its Code of Conduct.



|Item 11: | Executive Compensation
|-------- | ----------------------

The information required by
this Item is included under the captions Executive Compensation and Related Information and Compensation Discussion and Analysis in the Proxy Statement and is incorporated herein by reference.



|Item 12: | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

Information required by this Item concerning security ownership of certain beneficial owners and management is included under the caption Securities
Ownership of Certain Beneficial Owners and Management in the Proxy Statement and is incorporated herein by reference.

The Company
maintains the Amended and Restated SMTC (HTM) 1998 Equity Incentive Plan (the 1998 Plan), which was approved by the Board of Directors and the stockholders of the Company as of September 30, 1999 and which amended and restated the
plan as initially adopted by the Board of Directors and the stockholders of the Company as of July 30, 1999. The Company also maintains the SMTC Corporation/SMTC Manufacturing Corporation of Canada 2000 Equity Incentive Plan (the 2000
Plan), which was adopted by the Board of Directors and the stockholders of the Company in July of 2000. The Board of Directors and the stockholders of the Company approved an amendment to the 2000 Plan in April 2004 and May 2004, respectively
and a second amendment to the 2000 Plan in March 2007 and May 2007, respectively (the Amended 2000 Plan).

The following table
gives information about awards under the 1998 Plan and the Amended 2000 Plan and warrants granted to certain of our lenders during fiscal year 2004, as of January 4, 2009:



|                                                        |  |                                                                                      |     |  |                                                                           |      |                                                                                                                                |        |       
|------------------------------------------------------- |  | ------------------------------------------------------------------------------------ | --- |  | ------------------------------------------------------------------------- | ---- | ------------------------------------------------------------------------------------------------------------------------------ | ------ | ------
|Plan Category                                           |  | Number of shares to beissued upon exercise ofoutstanding options,warrants and rights |     |  | Weighted average exerciseprice of
outstandingoptions, warrants and rights |      | Number of shares remainingavailable for future issuanceunder equity compensationplans (excluding
sharesreflected in column (a) |       
|                                                        |  | (a)                                                                                  |     |  | (b)                                                                       |      | (c)                                                                                                                            |       
|Equity compensation plans approved by shareholders:     |  | 1,742,893                                                                            |     |  | $                                                                         | 1.97 |                                                                                                                                | 57,107 | (1)(2)
|Equity compensation plans not approved by shareholders: |  | 1,116,695                                                                            | (3) |  | $                                                                         | 6.90 |                                                                                                                                |       |       
|Total                                                   |  | 2,859,588                                                                            |     |  | $                                                                         | 3.89 |                                                                                                                                | 57,107 |       



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Notes:

|(1) | Pursuant to the terms of the Amended 2000 Plan, the number of shares of Stock that may be issued under Awards granted under the Amended 2000 Plan (including Stock that may be issued
on the exchange of Exchangeable Shares issuable under Awards) shall not exceed (A) 1,800,000 plus (B) as of the first day of each fiscal year (commencing with the fiscal year beginning in 2008) of the Company during the life of the Plan,
an additional number of shares determined by the Board but not to exceed 1% of the total number of shares of Stock actually outstanding on such date. Notwithstanding the preceding sentence, no more than 1,700,000 shares of Stock may be delivered in
satisfaction of any ISOs awarded under the Amended 2000 Plan.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The number of Exchangeable Shares that may be issued under Awards granted under the Amended 2000 Plan shall not exceed 750,000.
|--- | -------------------------------------------------------------------------------------------------------------------------------

|(3) | Represents warrants to purchase common stock of the Company issued to certain of the Companys lenders on June 1, 2004, as described more fully below.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------

Issuance of Warrants to Certain of the Companys Lenders

In connection with the recapitalization undertaken by the Company in 2004, the Company entered into a debt and warrant exchange agreement with its
Pre-existing Lenders on June 1, 2004. Under the terms of that agreement, the Company issued to its Pre-existing Lenders shares of common stock and 11,166,947 warrants (each warrant being exercisable for one-tenth of one share of the
Companys common stock) in exchange for $10 million of debt the Company owed to the Pre-existing Lenders. The exercise price at which shares of common stock are purchasable upon the exercise of warrants is $6.90 per share. The warrants expired
on March 4, 2009.



|Item 13: | Certain Relationships and Related Transactions and Director Independence
|-------- | ------------------------------------------------------------------------

The information required by this Item is included under the captions Director Independence and Related Party Transactions in the Proxy Statement and is incorporated herein by reference.



|Item 14: | Principal Accountant Fees and Services
|-------- | --------------------------------------

The
information required by this Item concerning principal accountant fees and services is included in the Proxy Statement under the caption Independent Auditors and is incorporated herein by reference.



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PART IV



|Item 15: | Exhibits, Financial Statement Schedules, and Reports on Form 10-K
|-------- | -----------------------------------------------------------------

(a) (1)Financial Statements.

The financial statements filed as part of this
Report are listed and indexed at page F-1.

(a) (2)Financial Statement Schedule.

The following financial statement schedule is filed as part of this report. All other financial statement schedules have been omitted because they are
not applicable or are not required or the information required to be set forth therein is included in the Companys consolidated financial statements set forth in this Annual Report on Form 10-K and the notes thereto.

SMTC CORPORATION

SCHEDULE
IIVALUATION AND QUALIFYING ACCOUNTS

(Expressed in thousands of U.S. dollars)



|                                 |  |                  |   |  |                  |   |  |                |  
|-------------------------------- |  | ---------------- | - |  | ---------------- | - |  | -------------- | -
|Reserves for Accounts Receivable |  | Years ended      |  
|                                 |  | December 31,2006 |   |  | December 31,2007 |   |  | January 4,2009 |  
|Balance, beginning of year       |  | (1,193           | ) |  | (1,015           | ) |  | (713           | )
|Recovery (charge) to expense     |  | (100             | ) |  | 49               |   |  | 239            |  
|Written off                      |  | 278              |   |  | 253              |   |  | 31             |  
|                                 |  |                  |   |  |                  |   |  |                |  
|Balance, end of year             |  | (1,015           | ) |  | (713             | ) |  | (505           | )
|                                 |  |                  |   |  |                  |   |  |                |  

(a) (3)Exhibits.

Listed below are all exhibits filed as part of this Report. Certain exhibits are incorporated herein by reference to (i) the Companys
Registration Statement on Form S-1 originally filed on March 24, 2000 (File No. 333-33208), and (ii) documents previously filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended,
and the Securities Exchange Act of 1934, as amended.



|          |  |                                                                                                                                                                
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit # |  | Description                                                                                                                                                    
|2.1.1     |  | Reorganization and Merger Agreement dated as of July 26, 1999. (4)                                                                                             
|          | 
|2.1.2     |  | Amendment to Reorganization and Merger Agreement, dated as of July 27, 2000. (9)                                                                               
|          | 
|2.2       |  | Stock Purchase Agreement dated as of May 23, 2000 (Pensar Corporation). (3)                                                                                    
|          | 
|2.3       |  | Stock Purchase Agreement dated as of November 22, 2000 (Qualtron Teoranta and Qualtron, Inc.). (8)                                                             
|          | 
|3.1.1     |  | Amended and Restated Certificate of Incorporation (as amended by Certificate of Amendment on May 21, 2004 and Certificate of Correction on June 18, 2004). (12)
|          | 
|3.1.2     |  | Amendment to Amended and Restated Certificate of Incorporation dated September 30, 2004. (25)                                                                  
|          | 
|3.1.3     |  | Third Amended and Restated Certificate of Incorporation dated August 29, 2008 (29).                                                                            
|          | 
|3.2       |  | Amended and Restated By-Laws. (7)                                                                                                                              
|          | 
|3.3       |  | Certificate of Designation. (7)                                                                                                                                
|          | 
|4.1.1     |  | Stockholders Agreement dated as of July 27, 2000. (6)                                                                                                          



45



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##### Table of Contents

|          |  |                                                                                                                                                                                                                                                                                                                                                    
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit # |  | Description                                                                                                                                                                                                                                                                                                                                        
|4.1.2     |  | Amended and Restated Stockholders Agreement dated as of November 22, 2000. (9)                                                                                                                                                                                                                                                                     
|          | 
|4.2       |  | Form of certificate representing shares of common stock. (3)                                                                                                                                                                                                                                                                                       
|          | 
|4.3       |  | Exchangeable Share Provisions attaching to the exchangeable shares of SMTC Manufacturing Corporation of Canada. (7)                                                                                                                                                                                                                                
|          | 
|4.4       |  | Exchangeable Share Support Agreement dated as of July 27, 2000 among SMTC, SMTC Manufacturing Corporation of Canada and SMTC Nova Scotia Company. (7)                                                                                                                                                                                              
|          | 
|4.5       |  | Voting & Exchange Trust Agreement dated as of July 27, 2000 among SMTC, SMTC Manufacturing Corporation of Canada, CIBC Mellon Trust Company and SMTC Nova Scotia Company.
(7)                                                                                                                                                                      
|          | 
|10.1.1    |  | Canadian Loan Agreement dated as of June 1, 2004 by and between Congress Financial Corporation (Canada) and SMTC Manufacturing Corporation of Canada. (12)                                                                                                                                                                                         
|          | 
|10.1.2    |  | First Amending Agreement dated as of March 10, 2005 by and between Congress Financial Corporation (Canada) and SMTC Manufacturing Corporation of Canada. (superseded in its entirety by Exhibit
10.1.3) (17)                                                                                                                                       
|          | 
|10.1.3    |  | First Amending Agreement dated as of March 31, 2005 by and between Congress Financial Corporation (Canada) and SMTC Manufacturing Corporation of Canada. (18)                                                                                                                                                                                      
|          | 
|10.2.1    |  | US Loan Agreement dated as of June 1, 2004 by and among Congress Financial Corporation (Central), SMTC Manufacturing Corporation of California, SMTC Manufacturing Corporation of Wisconsin,
SMTC Manufacturing Corporation of Massachusetts and SMTC Mex Holdings, Inc. (12)                                                                      
|          | 
|10.2.2    |  | First Amending Agreement dated as of March 10, 2005 by and among Congress Financial Corporation (Central), SMTC Manufacturing Corporation of California, SMTC Manufacturing Corporation of
Wisconsin, SMTC Manufacturing Corporation of Massachusetts and SMTC Mex Holdings, Inc. (superseded in its entirety by Exhibit 10.4.3) (17)              
|          | 
|10.2.3    |  | First Amending Agreement dated as of March 31, 2005 by and among Congress Financial Corporation (Central), SMTC Manufacturing Corporation of California, SMTC Manufacturing Corporation of
Wisconsin, SMTC Manufacturing Corporation of Massachusetts and SMTC Mex Holdings, Inc. (18)                                                             
|          | 
|10.2.4    |  | Second Amending Agreement dated as of August 17, 2005 by and among Congress Financial Corporation (Central), SMTC Manufacturing Corporation of California, SMTC Manufacturing Corporation of
Wisconsin, SMTC Manufacturing Corporation of Massachusetts and SMTC Mex Holdings, Inc. (20)                                                           
|          | 
|10.2.5    |  | Second Amending Agreement dated as of August 17, 2005 by and between Congress Financial Corporation (Canada) and SMTC Manufacturing Corporation of Canada. (20)                                                                                                                                                                                    
|          | 
|10.2.6    |  | Third Amending Agreement dated as of June 12, 2006 by and among Wachovia Capital Finance Corporation (as successor to Congress Financial Corporation (Central)), SMTC Manufacturing Corporation
of California, SMTC Manufacturing Corporation of Wisconsin, SMTC Manufacturing Corporation of Massachusetts and SMTC Mex Holdings, Inc. (22)       
|          | 
|10.2.7    |  | Third Amending Agreement dated as of June 12, 2006 by and between Wachovia Capital Finance Corporation (Canada) (as successor to Congress Financial Corporation (Canada)) and SMTC
Manufacturing Corporation of Canada. (22)                                                                                                                       
|          | 
|10.2.8    |  | Letter Agreement effective as of August 2, 2006 by and among Wachovia Capital Finance Corporation (Central) (as successor to Congress Financial Corporation (Central)), SMTC Manufacturing
Corporation of California, SMTC Manufacturing Corporation of Wisconsin, SMTC Manufacturing Corporation of Massachusetts and SMTC Mex Holdings, Inc. (23)



46



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##### Table of Contents

|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                          
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit # |  | Description                                                                                                                                                                                                                                                                                                                                                                                                              
|10.2.9    |  | Letter Agreement effective as of August 2, 2006 by and between Wachovia Capital Finance Corporation (Canada) (as successor to Congress Financial Corporation (Canada)) and SMTC Manufacturing
Corporation of Canada. (23)                                                                                                                                                                                                
|          | 
|10.2.10   |  | Fourth Amending Agreement dated as of September 20, 2006 by and among Wachovia Capital Finance Corporation (Central) (as successor to Congress Financial Corporation (Central)), SMTC
Manufacturing Corporation of California, SMTC Manufacturing Corporation of Wisconsin, SMTC Manufacturing Corporation of Massachusetts and SMTC Mex Holdings, Inc. (24)                                                             
|          | 
|10.2.11   |  | Fourth Amending Agreement dated as of September 20, 2006 by and between Wachovia Capital Finance Corporation (Canada) (as successor to Congress Financial Corporation (Canada)) and SMTC
Manufacturing Corporation of Canada. (24)                                                                                                                                                                                       
|          | 
|10.3      |  | Form of Subscription Agreement for Special Warrants (Non-U.S. Purchaser). (11)                                                                                                                                                                                                                                                                                                                                           
|          | 
|10.4      |  | Form of Subscription Agreement for Special Warrants (U.S. Purchaser). (11)                                                                                                                                                                                                                                                                                                                                               
|          | 
|10.5      |  | Special Warrant Indenture and Escrow Agreement dated as of March 3, 2004 between SMTC Manufacturing Corporation of Canada and CIBC Mellon Trust Company. (11)                                                                                                                                                                                                                                                            
|          | 
|10.6      |  | Share Purchase Warrant Indenture dated as of March 3, 2004 between SMTC Manufacturing Corporation of Canada and CIBC Mellon Trust Company. (11)                                                                                                                                                                                                                                                                          
|          | 
|10.8      |  | Real Property Lease dated as of September 15, 1998 between Warden-McPherson Developments Ltd. And The Surface Mount Technology Centre Inc. (5)                                                                                                                                                                                                                                                                           
|          | 
|10.9      |  | Lease Agreement dated as of August 11, 2000 between SMTC Manufacturing Corporation of Massachusetts and Lincoln-Franklin LLC. (7)                                                                                                                                                                                                                                                                                        
|          | 
|10.10     |  | First Amendment to Lease and Extension Agreement effective as of October 1, 2004 between Teachers Insurance and Annuity Association of America and SMTC Manufacturing Corporation of
Massachusetts. (19)                                                                                                                                                                                                                 
|          | 
|10.11     |  | Employment Agreement dated as of February 7, 2005 between John Caldwell and SMTC Manufacturing Corporation of Canada. (25)*                                                                                                                                                                                                                                                                                              
|          | 
|10.12     |  | Warrant Agreement dated as of June 1, 2004 between the Company and Mellon Investor Services LLC. (12)                                                                                                                                                                                                                                                                                                                    
|          | 
|10.13     |  | Amended and Restated SMTC (HTM) 1998 Equity Incentive Plan. (1)                                                                                                                                                                                                                                                                                                                                                          
|          | 
|10.14     |  | Amended SMTC Corporation/SMTC Manufacturing Corporation of Canada 2000 Equity Incentive Plan. (12)                                                                                                                                                                                                                                                                                                                       
|          | 
|10.15     |  | Guarantee by SMTC Manufacturing Corporation of California dated June 1, 2004. (12)                                                                                                                                                                                                                                                                                                                                       
|          | 
|10.16     |  | Guarantee by SMTC Manufacturing Corporation of Massachusetts dated June 1, 2004. (12)                                                                                                                                                                                                                                                                                                                                    
|          | 
|10.17     |  | Guarantee by SMTC Mex Holdings, Inc. dated June 1, 2004. (12)                                                                                                                                                                                                                                                                                                                                                            
|          | 
|10.18     |  | Guarantee by SMTC Manufacturing Corporation of Wisconsin dated June 1, 2004. (12)                                                                                                                                                                                                                                                                                                                                        
|          | 
|10.19     |  | Guarantee by SMTC Corporation, HTM Holdings, Inc., SMTC Manufacturing Corporation of Texas and SMTC Manufacturing Corporation of North Carolina dated June 1, 2004. (12)                                                                                                                                                                                                                                                 
|          | 
|10.20     |  | Guarantee by SMTC Corporation, SMTC Manufacturing Corporation of California, SMTC Manufacturing Corporation of Massachusetts, HTM Holdings, Inc., SMTC Manufacturing Corporation of Texas, SMTC
Manufacturing Corporation of North Carolina, SMTC Manufacturing Corporation of Wisconsin, SMTC Mex Holdings, Inc., SMTC de Chihuahua, S.A. de C.V. and Radio Componentes de Mexico, S.A. de C.V. dated June 1, 2004. (12)



47



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##### Table of Contents

|          |  |                                                                                                                                                                                                                                                                                                                                                                              
|--------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit # |  | Description                                                                                                                                                                                                                                                                                                                                                                  
|10.21     |  | General Security Agreement by SMTC Manufacturing Corporation of California, SMTC Manufacturing Corporation of Massachusetts, SMTC Manufacturing Corporation of Wisconsin and SMTC Mex Holdings,
Inc. dated June 1, 2004. (12)                                                                                                                                                
|          | 
|10.22     |  | General Security Agreement by SMTC Corporation, HTM Holdings, Inc., SMTC Manufacturing Corporation of Texas and SMTC Manufacturing Corporation of North Carolina dated June 1, 2004. (12)                                                                                                                                                                                    
|          | 
|10.23     |  | General Security Agreement by SMTC Manufacturing Corporation of Canada dated June 1, 2004. (12)                                                                                                                                                                                                                                                                              
|          | 
|10.24     |  | Guarantee by 940862 Ontario Inc. and SMTC Nova Scotia Company dated June 1, 2004. (12)                                                                                                                                                                                                                                                                                       
|          | 
|10.25     |  | General Security Agreement by 940862 Ontario Inc. and SMTC Nova Scotia Company dated June 1, 2004. (12)                                                                                                                                                                                                                                                                      
|          | 
|10.26     |  | Employment Letter dated as of June 24, 2004 between Jane Todd and SMTC Corporation. (13)*                                                                                                                                                                                                                                                                                    
|          | 
|10.27     |  | Exchange Agent Agreement dated as of October 1, 2004 by and between SMTC Corporation and Mellon Investor Services LLC. (14)                                                                                                                                                                                                                                                  
|          | 
|10.28     |  | Letter of Understanding dated as of November 16, 2004 by and between Congress Financial Corporation (Canada) and SMTC Corporation. (14)                                                                                                                                                                                                                                      
|          | 
|10.29     |  | Waiver and Consent dated December 13, 2004 by and among Congress Financial Corporation (Canada), Congress Financial Corporation (Central), SMTC Corporation, SMTC Manufacturing Corporation of
California, SMTC Manufacturing Corporation of Canada, SMTC Manufacturing Corporation of Massachusetts, SMTC Manufacturing Corporation of Wisconsin and SMTC Mex Holdings. (15)
|          | 
|10.30     |  | Deferred Share Units Agreement dated as of February 7, 2005 between John Caldwell and SMTC Manufacturing Corporation of Canada. (16)*                                                                                                                                                                                                                                        
|          | 
|10.31     |  | Bonus Plan dated as of February 7, 2005 provided by SMTC Manufacturing Corporation of Canada to John Caldwell. (16)*                                                                                                                                                                                                                                                         
|          | 
|10.32     |  | Summary of Board Compensation. (25)                                                                                                                                                                                                                                                                                                                                          
|          | 
|10.33     |  | Option Grant Certificate issued by SMTC Corporation to John Caldwell, dated October 6, 2004. (25)*                                                                                                                                                                                                                                                                           
|          | 
|10.34     |  | Employment Summary Sheet dated as of April 12, 2005 for Patrick Dunne. (25)*                                                                                                                                                                                                                                                                                                 
|          | 
|10.35     |  | Employment Summary Sheet dated as of April 12, 2005 for Steven G. Hoffrogge. (25)*                                                                                                                                                                                                                                                                                           
|          | 
|10.36     |  | Employment Summary Sheet dated as of December 14, 2005 for Don Simpson. (21) *                                                                                                                                                                                                                                                                                               
|          | 
|10.37     |  | Employment Agreement dated as of May 16, 2007 between John Caldwell and SMTC Manufacturing Corporation of Canada. (26)*                                                                                                                                                                                                                                                      
|          | 
|10.38     |  | Deferred Share Unit Agreement dated as of May 16, 2007 between John Caldwell and SMTC Manufacturing Corporation of Canada. (26)*                                                                                                                                                                                                                                             
|          | 
|10.39     |  | Amended and Restated U.S. Loan Agreement dated August 3, 2007 by and between Wachovia Capital Finance Corporation (as successor to Congress Financial Corporation (Canada)), SMTC Manufacturing
Corporation of California, SMTC Manufacturing Corporation of Massachusetts and SMTC Mex Holdings, Inc. (26)                                                                  
|          | 
|10.40     |  | Amended and Restated Canadian Loan Agreement dated August 3, 2007 by and between Wachovia Capital Finance Corporation (as successor to Congress Financial Corporation (Canada)) and SMTC
Manufacturing Corporation of Canada. (26)                                                                                                                                           



48



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##### Table of Contents

|          |  |                                                                                                                                                                                                                                                                                                 
|--------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit # |  | Description                                                                                                                                                                                                                                                                                     
|10.41     |  | Amended and Restated Guarantee by SMTC Manufacturing Corporation of Canada dated August 10, 2007. (27)                                                                                                                                                                                          
|          | 
|10.42     |  | Amended and Restated Guarantee by SMTC Manufacturing Corporation of California dated August 10, 2007. (26)                                                                                                                                                                                      
|          | 
|10.43     |  | Amended and Restated Guarantee by SMTC Manufacturing Corporation of Massachusetts dated August 10, 2007. (26)                                                                                                                                                                                   
|          | 
|10.44     |  | Amended and Restated Guarantee by SMTC Mex Holdings, Inc. dated August 10, 2007. (26)                                                                                                                                                                                                           
|          | 
|10.45     |  | Amended and Restated General Security Agreement by SMTC Manufacturing Corporation of California, SMTC Manufacturing Corporation of Massachusetts and SMTC Mex Holdings, Inc. dated August 3,
2007. (26)                                                                                         
|          | 
|10.46     |  | Amended and Restated Guarantee by SMTC Corporation, HTM Holdings, Inc. and SMTC Holdings, LLC dated August 10, 2007. (26)                                                                                                                                                                       
|          | 
|10.47     |  | Amended and Restated General Security Agreement by SMTC Corporation, HTM Holdings, Inc. and SMTC Group Holdings, LLC dated August 10, 2007. (26)                                                                                                                                                
|          | 
|10.48     |  | Amended and Restated General Security Agreement by SMTC Manufacturing Corporation of Canada dated August 10, 2007. (26)                                                                                                                                                                         
|          | 
|10.49     |  | Amended and Restated General Security Agreement by SMTC Nova Scotia Company dated August 10, 2007. (26)                                                                                                                                                                                         
|          | 
|10.50     |  | Amended and Restated Guarantee by SMTC Nova Scotia Company dated August 10, 2007. (26)                                                                                                                                                                                                          
|          | 
|10.51     |  | Second Amended and Restated U.S. Loan Agreement, dated August 7, 2008, by and between Wachovia Capital Finance Corporation (Central), Export Development Canada, SMTC Manufacturing Corporation
of California, SMTC Manufacturing Corporation of Massachusetts, and SMTC Mex Holdings, Inc. (28)
|          | 
|10.52     |  | Second Amended and Restated Canadian Loan Agreement, dated August 7, 2008, by and between Wachovia Capital Finance Corporation (Canada), and SMTC Manufacturing Corporation of Canada. (28)                                                                                                     
|          | 
|10.53     |  | Amending Agreement dated August 7, 2008. (28)                                                                                                                                                                                                                                                   
|          | 
|10.54     |  | Letter of waiver and amendment dated April 2, 2009 between Wachovia Capital Finance Corporation (Central), Export Development Canada, SMTC Manufacturing Corporation of California, SMTC
Manufacturing Corporation of Massachusetts and SMTC Mex Holdings, Inc.                                 
|          | 
|10.55     |  | Letter of waiver and amendment dated April 2, 2009 between Wachovia Capital Finance Corporation (Canada) and SMTC Manufacturing Corporation of Canada.                                                                                                                                          
|          | 
|21.1      |  | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                 
|          | 
|23.1      |  | Consent of KPMG LLP, Independent Auditors.                                                                                                                                                                                                                                                      
|          | 
|31.1      |  | Certification of John Caldwell pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 6, 2009.                                                                                                                                                                                  
|          | 
|31.2      |  | Certification of Jane Todd pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 6, 2009.                                                                                                                                                                                      
|          | 
|32.1      |  | Certification of John Caldwell, 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 April 6,
2009.                                                                                                
|          | 
|32.2      |  | Certification of Jane Todd, 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 April 6, 2009.                                                                                                    



49



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##### Table of Contents



|(1) | Filed as an Exhibit to the Companys Registration Statement on Form S-1 filed on March 24, 2000 (File No. 333-33208) and incorporated by reference herein.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Filed as an Exhibit to Amendment No. 2 to the Companys Registration Statement on Form S-1 filed on June 19, 2000 (File No. 333-33208) and incorporated by
reference herein.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Filed as an Exhibit to Amendment No. 3 to the Companys Registration Statement on Form S-1 filed on July 10, 2000 (File No. 333-33208) and incorporated by
reference herein.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Filed as an Exhibit to Amendment No. 4 to the Companys Registration Statement on Form S-1 filed on July 18, 2000 (File No. 333-33208) and incorporated by
reference herein.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Filed as an Exhibit to the Companys Registration Statement on Form S-8 filed on August 22, 2000 (File No. 333-44250) and incorporated by reference herein.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Filed as an Exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended October 1, 2000 filed on November 15, 2000 (File No. 0-31051) and
incorporated by reference herein.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Filed as an Exhibit to the Companys Current Report on Form 8-K filed on December 7, 2000 (File No. 0-31051) and incorporated by reference herein.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Filed as an Exhibit to the Companys Annual Report on Form 10-K for the year ended December 31, 2000 filed on April 2, 2001 (File No. 0-31051) and incorporated by
reference herein.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Filed as an Exhibit to the Companys Annual Report on Form 10-K for the year ended December 31, 2003 filed on March 30, 2004 (File No. 0-31051) and incorporated by
reference herein.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Filed as an Exhibit to Amendment No. 1 to the Companys Registration Statement on Form S-1 filed on June 25, 2004 (File No. 333-115400) and incorporated by
reference herein.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Filed as an Exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended July 4, 2004 filed on August 18, 2004 (File No. 0-31051) and incorporated by
reference herein.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Filed as an Exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended October 3, 2004 filed on November 17, 2004 (File No. 0-31051) and
incorporated by reference herein.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(15) | Filed as an Exhibit to the Companys Current Report on Form 8-K filed on December 16, 2004 (File No. 0-31051) and incorporated by reference herein.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|(16) | Filed as an Exhibit to the Companys Current Report on Form 8-K filed on February 11, 2005 (File No. 0-31051) and incorporated by reference herein.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|(17) | Filed as an Exhibit to the Companys Current Report on Form 8-K filed on March 16, 2005 (File No. 0-31051) and incorporated by reference herein.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------

|(18) | Filed as an Exhibit to the Companys Current Report on Form 8-K filed on April 6, 2005 (File No. 0-31051) and incorporated by reference herein.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------

|(19) | Filed as an Exhibit to the Companys Quarterly Report on Form 10-Q for the period ended April 3, 2005 filed on May 18, 2005 (File No. 0-31051) and incorporated by
reference herein.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(20) | Filed as an Exhibit to the Companys Quarterly Report on Form 10-Q for the period ended July 3, 2005 filed on August 17, 2005 (File No. 0-31051) and incorporated by
reference herein.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(21) | Filed as an Exhibit to the Companys Current Report on Form 8-K filed on April 13, 2006 (File No. 0-31051) and incorporated by reference herein.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------

|(22) | Filed as an Exhibit to the Companys Current Report on Form 8-K filed on June 16, 2006 (File No. 0-31051) and incorporated by reference herein.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------

|(23) | Filed as an Exhibit to the Companys Current Report on Form 8-K filed on August 8, 2006 (File No. 0-31051) and incorporated by reference herein.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------

|(24) | Filed as an Exhibit to the Companys Current Report on Form 8-K filed on September 26, 2006 (File No. 0-31051) and incorporated by reference herein.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|(25) | Filed as an Exhibit to the Companys Annual Report on Form 10-K for the year ended December 31, 2004 filed on April 15, 2005 (File No. 0-31051) and incorporated by
reference herein.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(26) | Filed as an Exhibit to the Companys Quarterly Report on Form 10-Q for the period ended April 1, 2007 filed on May 16, 2007 (File No. 0-31051) and incorporated by
reference herein.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(27) | Filed as an Exhibit to the Companys Quarterly Report on Form 10-Q for the period ended September 30, 2007 filed on November 14, 2007 (File No. 0-31051) and
incorporated by reference herein.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



50



---

##### Table of Contents

|(28) | Filed as an Exhibit to the Companys Quarterly Report on Form 10-Q for the period ended June 29, 2008 filed on August 13, 2008 (File No. 0-31051) and incorporated by
reference herein.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(29) | Filed as an Exhibit to the Companys Quarterly Report on Form 10-Q for the period ended September 28, 2008 filed on November 12, 2008 (File No. 0-31051) and
incorporated by reference herein.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* | Management contract or compensatory plan
|- | ----------------------------------------



51



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.



SMTC CORPORATIONBy:

/s/    JOHN
CALDWELLJohn Caldwell President and Chief Executive Officer


Date: April 6, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.



|                                     |  |                                                                               |  |              
|------------------------------------ |  | ----------------------------------------------------------------------------- |  | -------------
|Signature                            |  | Title                                                                         |  | Date         
|                                     |  |                                                                              
|/S/    JOHN
CALDWELL John Caldwell   |  | President, Chief Executive Officer and Director (Principal Executive Officer) |  | April 6, 2009
|                                     |  |                                                                              
|/S/    JANE
TODD Jane Todd           |  | Chief Financial Officer (Principal Financial and Accounting Officer)          |  | April 6, 2009
|                                     |  |                                                                              
|/S/    THOMAS
COWAN Thomas Cowan     |  | Director                                                                      |  | April 6, 2009
|                                     |  |                                                                              
|/S/    JOHN
MARINUCCI John Marinucci |  | Director                                                                      |  | April 6, 2009
|                                     |  |                                                                              
|/S/    WAYNE
MCLEOD Wayne McLeod     |  | Director                                                                      |  | April 6, 2009
|                                     |  |                                                                              
|/S/    ALEX
WALKER Alex Walker       |  | Director                                                                      |  | April 6, 2009



52



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##### Table of Contents

EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Document                                                                                                                                                                                                                                                       
|              | 
|10.54         |  | Letter of waiver and amendment dated April 2, 2009 between Wachovia Capital Finance Corporation (Central), Export Development Canada, SMTC Manufacturing Corporation of California, SMTC
Manufacturing Corporation of Massachusetts and SMTC Mex Holdings, Inc.
|              | 
|10.55         |  | Letter of waiver and amendment dated April 2, 2009 between Wachovia Capital Finance Corporation (Canada) and SMTC Manufacturing Corporation of Canada.                                                                                                         
|              | 
|21.1          |  | Subsidiaries of the Registrant.                                                                                                                                                                                                                                
|              | 
|23.1          |  | Consent of KPMG LLP, Independent Auditors.                                                                                                                                                                                                                     
|              | 
|31.1          |  | Certification of John Caldwell pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 6, 2009.                                                                                                                                                 
|              | 
|31.2          |  | Certification of Jane Todd pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 6, 2009.                                                                                                                                                     
|              | 
|32.1          |  | Certification of John Caldwell, 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 April 6,
2009.                                                               
|              | 
|32.2          |  | Certification of Jane Todd, 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 April 6, 2009.                                                                   



53



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##### Table of Contents

SMTC CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                                                                                          |  |    
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---
|Report of Independent Registered Public Accounting Firm                                                                                                                   |  | F-2
|Consolidated Balance Sheets as of December 31, 2007 and January 4, 2009                                                                                                   |  | F-3
|Consolidated Statements of Operations and Comprehensive Income for the years ended December 
31, 2006 and 2007 and for the period from January 1, 2008 to January 4, 2009 |  | F-4
|Consolidated Statements of Changes in Shareholders Equity for the years ended December 
31, 2006 and 2007 and for the period from January 1, 2008 to January 4, 2009     |  | F-5
|Consolidated Statements of Cash Flows for the years ended December 
31, 2006 and 2007 and for the period from January 1, 2008 to January 4, 2009                          |  | F-6
|Notes to the Consolidated Financial Statements                                                                                                                            |  | F-7



F-1



---

##### Table of Contents

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of SMTC Corporation

We have audited the accompanying consolidated balance sheets of SMTC Corporation (the Company) (and subsidiaries) as of December 31, 2007 and January 4, 2009, and the related consolidated
statements of operations and comprehensive income, changes in shareholders equity and cash flows for the years ended December 31, 2006 and 2007 and the period from January 1, 2008 to January 4, 2009. These consolidated financial
statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of SMTC Corporation and its subsidiaries as of December 31, 2007 and January 4, 2009 and the results of their operations and their cash flows for the years ended December 31, 2006 and 2007 and the period from
January 1, 2008 to January 4, 2009 in conformity with United States generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

Chartered Accountants, Licensed Public Accountants

Toronto, Canada

April 6, 2009



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##### Table of Contents

SMTC CORPORATION

Consolidated Balance Sheets

(Expressed in thousands of U.S. dollars)



|                                                      |  |                  |          |   |                |   |          |  
|----------------------------------------------------- |  | ---------------- | -------- | - | -------------- | - | -------- | -
|                                                      |  | December 31,2007 |          |   | January 4,2009 |  
|Assets                                                |  |                  |          |   |                |   |          |  
|Current assets:                                       |  |                  |          |   |                |   |          |  
|Cash                                                  |  | $                | 182      |   |                | $ | 2,623    |  
|Accounts receivablenet (note 3)                      |  |                  | 38,658   |   |                |   | 28,648   |  
|Inventories (note 3)                                  |  |                  | 30,879   |   |                |   | 36,823   |  
|Prepaid expenses                                      |  |                  | 940      |   |                |   | 1,203    |  
|                                                      |  |                  |          |   |                |   |          |  
|                                                      |  |                  | 70,659   |   |                |   | 69,297   |  
|Property, plant and equipmentnet (note 3)            |  |                  | 22,295   |   |                |   | 16,743   |  
|Deferred financing costs (note 3)                     |  |                  | 1,410    |   |                |   | 786      |  
|Deferred income taxes (note 10)                       |  |                  | 483      |   |                |   | 479      |  
|                                                      |  |                  |          |   |                |   |          |  
|                                                      |  | $                | 94,847   |   |                | $ | 87,305   |  
|                                                      |  |                  |          |   |                |   |          |  
|Liabilities and Shareholders Equity                  |  |                  |          |   |                |   |          |  
|Current liabilities:                                  |  |                  |          |   |                |   |          |  
|Accounts payable                                      |  | $                | 37,172   |   |                | $ | 37,209   |  
|Accrued liabilities (note 3)                          |  |                  | 7,272    |   |                |   | 6,909    |  
|Income taxes payable                                  |  |                  | 604      |   |                |   | 504      |  
|Current portion of long-term debt (note 4)            |  |                  | 3,071    |   |                |   | 2,738    |  
|Current portion of capital lease obligations (note 4) |  |                  | 736      |   |                |   | 1,101    |  
|                                                      |  |                  |          |   |                |   |          |  
|                                                      |  |                  | 48,855   |   |                |   | 48,461   |  
|Long-term debt (note 4)                               |  |                  | 17,913   |   |                |   | 15,943   |  
|Capital lease obligations (note 4)                    |  |                  | 1,244    |   |                |   | 1,587    |  
|Commitments and contingencies (note 14)               |  |                  |          |   |                |   |          |  
|Subsequent events (note 16)                           |  |                  |          |   |                |   |          |  
|                                                      |  |                 
|Shareholders equity:                                 |  |                  |          |   |                |   |          |  
|Capital stock (note 5)                                |  |                  | 7,854    |   |                |   | 7,456    |  
|Warrants (note 5)                                     |  |                  | 10,372   |   |                |   | 10,372   |  
|Additional paid-in capital                            |  |                  | 248,883  |   |                |   | 249,655  |  
|Deficit                                               |  |                  | (240,274 | ) |                |   | (246,169 | )
|                                                      |  |                  |          |   |                |   |          |  
|                                                      |  |                  | 26,835   |   |                |   | 21,314   |  
|                                                      |  |                  |          |   |                |   |          |  
|                                                      |  | $                | 94,847   |   |                | $ | 87,305   |  
|                                                      |  |                  |          |   |                |   |          |  

See accompanying notes to consolidated financial statements.



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##### Table of Contents

SMTC CORPORATION

Consolidated Statements of Operations and Comprehensive Income

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



|                                                               |  |                            |            |   |                            |   |            |                                             |  |   |            |  
|-------------------------------------------------------------- |  | -------------------------- | ---------- | - | -------------------------- | - | ---------- | ------------------------------------------- |  | - | ---------- | -
|                                                               |  | Year endedDecember 31,2006 |            |   | Year endedDecember 31,2007 |   |            | Period fromJanuary 1, 2008to January 4,2009 | 
|Revenue                                                        |  | $                          | 262,782    |   |                            | $ | 256,408    |                                             |  | $ | 242,634    |  
|Cost of sales                                                  |  |                            | 236,351    |   |                            |   | 234,316    |                                             |  |   | 224,964    |  
|                                                               |  |                            |            |   |                            |   |            |                                             |  |   |            |  
|Gross profit                                                   |  |                            | 26,431     |   |                            |   | 22,092     |                                             |  |   | 17,670     |  
|Selling, general and administrative expenses                   |  |                            | 15,162     |   |                            |   | 14,564     |                                             |  |   | 14,487     |  
|Restructuring charges (recoveries) (note 7)                    |  |                            | (1,350     | ) |                            |   | 242        |                                             |  |   | 5,614      |  
|Gain on sale of assets (note 7)                                |  |                            | (1,228     | ) |                            |   | (24        | )                                           |  |   |           |  
|Loss on extinguishment of debt (note 8)                        |  |                            |           |   |                            |   | 371        |                                             |  |   | 613        |  
|Other expenses (recoveries) (note 9)                           |  |                            | 826        |   |                            |   |           |                                             |  |   | (185       | )
|                                                               |  |                            |            |   |                            |   |            |                                             |  |   |            |  
|Operating earnings (loss)                                      |  |                            | 13,021     |   |                            |   | 6,939      |                                             |  |   | (2,859     | )
|Interest expense (note 3)                                      |  |                            | 5,395      |   |                            |   | 5,584      |                                             |  |   | 2,919      |  
|                                                               |  |                            |            |   |                            |   |            |                                             |  |   |            |  
|Earnings (loss) from continuing operations before income taxes |  |                            | 7,626      |   |                            |   | 1,355      |                                             |  |   | (5,778     | )
|Income tax (recovery) expense (note 10)                        |  |                            |            |   |                            |   |            |                                             |  |   |            |  
|Current                                                        |  |                            | (2,023     | ) |                            |   | (1,391     | )                                           |  |   | 113        |  
|Deferred                                                       |  |                            | 62         |   |                            |   | 74         |                                             |  |   | 4          |  
|                                                               |  |                            |            |   |                            |   |            |                                             |  |   |            |  
|                                                               |  |                            | (1,961     | ) |                            |   | (1,317     | )                                           |  |   | 117        |  
|                                                               |  |                            |            |   |                            |   |            |                                             |  |   |            |  
|Net earnings (loss) from continuing operations                 |  |                            | 9,587      |   |                            |   | 2,672      |                                             |  |   | (5,895     | )
|Net earnings from discontinued operations (note 11)            |  |                            | 874        |   |                            |   |           |                                             |  |   |           |  
|                                                               |  |                            |            |   |                            |   |            |                                             |  |   |            |  
|Net earnings (loss), also being comprehensive income (loss)    |  | $                          | 10,461     |   |                            | $ | 2,672      |                                             |  | $ | (5,895     | )
|                                                               |  |                            |            |   |                            |   |            |                                             |  |   |            |  
|Basic earnings (loss) per share (note 12)                      |  |                            |            |   |                            |   |            |                                             |  |   |            |  
|continuing operations                                         |  | $                          | 0.65       |   |                            | $ | 0.18       |                                             |  | $ | (0.40      | )
|discontinued operations                                       |  | $                          | 0.06       |   |                            | $ |           |                                             |  | $ |           |  
|                                                               |  |                            |            |   |                            |   |            |                                             |  |   |            |  
|Basic earnings (loss) per share                                |  | $                          | 0.71       |   |                            | $ | 0.18       |                                             |  | $ | (0.40      | )
|                                                               |  |                            |           
|Diluted earnings (loss) per share                              |  |                            |            |   |                            |   |            |                                             |  |   |            |  
|continuing operations                                         |  | $                          | 0.64       |   |                            | $ | 0.18       |                                             |  | $ | (0.40      | )
|discontinued operations                                       |  | $                          | 0.06       |   |                            | $ |           |                                             |  | $ |           |  
|                                                               |  |                            |            |   |                            |   |            |                                             |  |   |            |  
|Diluted earnings (loss) per share                              |  | $                          | 0.70       |   |                            | $ | 0.18       |                                             |  | $ | (0.40      | )
|Weighted average number of shares outstanding                  |  |                            |            |   |                            |   |            |                                             |  |   |            |  
|Basic                                                          |  |                            | 14,646,333 |   |                            |   | 14,646,333 |                                             |  |   | 14,646,333 |  
|Diluted                                                        |  |                            | 14,906,280 |   |                            |   | 14,959,978 |                                             |  |   | 14,646,333 |  

See accompanying notes to consolidated financial statements.



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##### Table of Contents

SMTC CORPORATION

Consolidated Statements of Changes in Shareholders Equity

(Expressed in
thousands of U.S. dollars)



|                                                       |  |              |        |   |          |   |                          |  |         |         |  |                          |          |   |  |   |        |  
|------------------------------------------------------ |  | ------------ | ------ | - | -------- | - | ------------------------ |  | ------- | ------- |  | ------------------------ | -------- | - |  | - | ------ | -
|                                                       |  | Capitalstock |        |   | Warrants |   | Additionalpaid-incapital |  | Deficit |         |  | TotalShareholdersequity |         
|Balance, January 1, 2006                               |  |              | 16,900 |   |          |   | 10,372                   |  |         | 239,375 |  |                          | (253,407 | ) |  |   | 13,240 |  
|                                                       |  |              |        |   |          |   |                          |  |         |         |  |                          |          |   |  |   |        |  
|Conversion of shares from exchangeable to common stock |  |              | (4,934 | ) |          |   |                         |  |         | 4,934   |  |                          |         |   |  |   |       |  
|Stock-based compensation                               |  |              |       |   |          |   |                         |  |         | 187     |  |                          |         |   |  |   | 187    |  
|Exercise of options                                    |  |              | 3      |   |          |   |                         |  |         |        |  |                          |         |   |  |   | 3      |  
|Net income for the period                              |  |              |       |   |          |   |                         |  |         |        |  |                          | 10,461   |   |  |   | 10,461 |  
|                                                       |  |              |        |   |          |   |                          |  |         |         |  |                          |          |   |  |   |        |  
|Balance, December 31, 2006                             |  | $            | 11,969 |   |          | $ | 10,372                   |  | $       | 244,496 |  | $                        | (242,946 | ) |  | $ | 23,891 |  
|                                                       |  |              |        |   |          |   |                          |  |         |         |  |                          |          |   |  |   |        |  
|Conversion of shares from exchangeable to common stock |  |              | (4,115 | ) |          |   |                         |  |         | 4,115   |  |                          |         |   |  |   |       |  
|Stock-based compensation                               |  |              |       |   |          |   |                         |  |         | 272     |  |                          |         |   |  |   | 272    |  
|Net income for the period                              |  |              |       |   |          |   |                         |  |         |        |  |                          | 2,672    |   |  |   | 2,672  |  
|                                                       |  |              |        |   |          |   |                          |  |         |         |  |                          |          |   |  |   |        |  
|Balance, December 31, 2007                             |  | $            | 7,854  |   |          | $ | 10,372                   |  | $       | 248,883 |  | $                        | (240,274 | ) |  | $ | 26,835 |  
|                                                       |  |              |        |   |          |   |                          |  |         |         |  |                          |          |   |  |   |        |  
|Conversion of shares from exchangeable to common stock |  |              | (398   | ) |          |   |                         |  |         | 398     |  |                          |         |   |  |   |       |  
|Stock-based compensation                               |  |              |       |   |          |   |                         |  |         | 374     |  |                          |         |   |  |   | 374    |  
|Net loss for the period                                |  |              |       |   |          |   |                         |  |         |        |  |                          | (5,895   | ) |  |   | (5,895 | )
|                                                       |  |              |        |   |          |   |                          |  |         |         |  |                          |          |   |  |   |        |  
|                                                       |  |              |        |   |         
|Balance, January 4, 2009                               |  | $            | 7,456  |   |          | $ | 10,372                   |  | $       | 249,655 |  | $                        | (246,169 | ) |  | $ | 21,314 |  
|                                                       |  |              |        |   |          |   |                          |  |         |         |  |                          |          |   |  |   |        |  

See accompanying notes to consolidated financial statements.



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##### Table of Contents

SMTC CORPORATION

Consolidated Statements of Cash Flows

(Expressed in thousands of U.S.
dollars)



|                                                     |  |                            |         |   |                            |   |         |                                              |  |   |         |  
|---------------------------------------------------- |  | -------------------------- | ------- | - | -------------------------- | - | ------- | -------------------------------------------- |  | - | ------- | -
|                                                     |  | Year endedDecember 31,2006 |         |   | Year endedDecember 31,2007 |   |         | Period fromJanuary 1, 2008 toJanuary 4, 2009 | 
|Cash provided by (used in):                          |  |                            |         |   |                            |   |         |                                              |  |   |         |  
|                                                     |  |                            |        
|Operations:                                          |  |                            |         |   |                            |   |         |                                              |  |   |         |  
|Net earnings (loss)                                  |  | $                          | 10,461  |   |                            | $ | 2,672   |                                              |  | $ | (5,895  | )
|Items not involving cash:                            |  |                            |         |   |                            |   |         |                                              |  |   |         |  
|Depreciation                                         |  |                            | 4,688   |   |                            |   | 4,970   |                                              |  |   | 3,302   |  
|Impairment of property, plant and equipment          |  |                            |        |   |                            |   |        |                                              |  |   | 4,921   |  
|Gain on disposition of property, plant and equipment |  |                            | (1,228  | ) |                            |   | (24     | )                                            |  |   |        |  
|Unrealized gain on derivative instrument             |  |                            |        |   |                            |   |        |                                              |  |   | (185    | )
|Deferred income taxes                                |  |                            | 62      |   |                            |   | 74      |                                              |  |   | 4       |  
|Non-cash interest                                    |  |                            | 1,949   |   |                            |   | 1,593   |                                              |  |   | 352     |  
|Stock-based compensation (note 6)                    |  |                            | 187     |   |                            |   | (26     | )                                            |  |   | 133     |  
|Loss on extinguishment of debt                       |  |                            |        |   |                            |   | 269     |                                              |  |   | 613     |  
|Discontinued operations                              |  |                            | (874    | ) |                            |   |        |                                              |  |   |        |  
|Other                                                |  |                            | 46      |   |                            |   |        |                                              |  |   | 100     |  
|Change in non-cash operating working capital:        |  |                            |         |   |                            |   |         |                                              |  |   |         |  
|Accounts receivable                                  |  |                            | (18,373 | ) |                            |   | 6,502   |                                              |  |   | 10,195  |  
|Inventories                                          |  |                            | (9,595  | ) |                            |   | 11,972  |                                              |  |   | (5,944  | )
|Prepaid expenses                                     |  |                            | 418     |   |                            |   | 340     |                                              |  |   | (263    | )
|Income taxes recoverable/payable                     |  |                            | 776     |   |                            |   | (1,375  | )                                            |  |   | (100    | )
|Accounts payable                                     |  |                            | 5,791   |   |                            |   | 442     |                                              |  |   | 37      |  
|Accrued liabilities                                  |  |                            | (3,847  | ) |                            |   | (2,683  | )                                            |  |   | (162    | )
|                                                     |  |                            |         |   |                            |   |         |                                              |  |   |         |  
|                                                     |  |                            | (9,539  | ) |                            |   | 24,726  |                                              |  |   | 7,108   |  
|                                                     |  |                            |        
|Financing:                                           |  |                            |         |   |                            |   |         |                                              |  |   |         |  
|Increase in long-term debt                           |  |                            | 16,639  |   |                            |   | 21,500  |                                              |  |   | 13,800  |  
|Repayment of long-term debt                          |  |                            | (4,732  | ) |                            |   | (42,106 | )                                            |  |   | (16,103 | )
|Principal payment of capital lease obligations       |  |                            | (1,686  | ) |                            |   | (653    | )                                            |  |   | (908    | )
|Net proceeds from issuance of shares                 |  |                            | 3       |   |                            |   |        |                                              |  |   |        |  
|Proceeds from discontinued operations                |  |                            | 874     |   |                            |   |        |                                              |  |   |        |  
|Debt issuance and deferred financing costs           |  |                            | (606    | ) |                            |   | (1,409  | )                                            |  |   | (395    | )
|                                                     |  |                            |         |   |                            |   |         |                                              |  |   |         |  
|                                                     |  |                            | 10,492  |   |                            |   | (22,668 | )                                            |  |   | (3,606  | )
|                                                     |  |                            |        
|Investment:                                          |  |                            |         |   |                            |   |         |                                              |  |   |         |  
|Purchase of property, plant and equipment            |  |                            | (2,181  | ) |                            |   | (1,914  | )                                            |  |   | (1,329  | )
|Proceeds from sale of property, plant and equipment  |  |                            | 1,228   |   |                            |   | 38      |                                              |  |   | 268     |  
|                                                     |  |                            |         |   |                            |   |         |                                              |  |   |         |  
|                                                     |  |                            | (953    | ) |                            |   | (1,876  | )                                            |  |   | (1,061  | )
|                                                     |  |                            |         |   |                            |   |         |                                              |  |   |         |  
|Increase in cash and cash equivalents                |  |                            |        |   |                            |   | 182     |                                              |  |   | 2,441   |  
|Cash and cash equivalents, beginning of year         |  |                            |        |   |                            |   |        |                                              |  |   | 182     |  
|                                                     |  |                            |         |   |                            |   |         |                                              |  |   |         |  
|Cash, end of the year                                |  | $                          |        |   |                            | $ | 182     |                                              |  | $ | 2,623   |  
|                                                     |  |                            |         |   |                            |   |         |                                              |  |   |         |  

See accompanying notes to consolidated financial statements.



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##### Table of Contents

SMTC CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|1. | Nature of the business
|-- | ----------------------

SMTC
Corporation (the Company) is a worldwide provider of advanced electronics manufacturing services to original equipment manufacturers. The Company services its customers through manufacturing and technology centers located in the United
States, Canada, Mexico and China. For the past eight years the Company has had an evolving manufacturing relationship with Alco Electronics Ltd. (Alco), a Hong Kong-headquartered, publicly-traded company with large scale manufacturing operations in
China. Currently, the Company is operating under an existing manufacturing agreement with Alco, having established a new dedicated manufacturing facility in Chang An, China. Capitalizing on the strengths of both companies, this site provides SMTC
current and prospective customers with highly efficient, low cost Asia-based manufacturing solutions. The new facility provides a full suite of integrated manufacturing services including assembly, testing, box build, final product integration, and
expanded supply chain capabilities through an international sourcing and procurement office.

The financial year end of the
current reporting period has been changed to January 4, 2009. The financial year of the Company was changed from a calendar year ending December 31 to a 52 week fiscal period ending on a Sunday. Accordingly, the current consolidated
statement of operations and comprehensive income, the consolidated statement of changes in shareholders equity, and consolidated statement of cash flows are reported for the period from January 1, 2008 to January 4, 2009
(period ended January 4, 2009). The next financial year end will be January 3, 2010. Comparative information has not been restated for this change.



|2. | Significant accounting policies
|-- | -------------------------------



| | (i) | Basis of presentation
| | --- | ---------------------

As a result
of difficult economic conditions in the North American economy, the Company is expected to experience a significant decline in revenues that absent restructuring initiatives would result in a decline in profitability. In response to these difficult
economic conditions, the Company has developed and is implementing a new plan that includes an updated revenue forecast and various cost reduction and operational reorganization initiatives. While management is confident in its plan, market
conditions are difficult to predict and there is no assurance that the Company will achieve its plan results.

In connection
with its lending agreements, the Company and its lenders have amended these agreements to revise covenant requirements for fiscal 2009 and the first quarter of fiscal 2010, and provided certain waivers with respect to the fourth quarter of 2008.
Management believes that the Company will remain in compliance with its amended lending agreements for the foreseeable future. Accordingly, the outstanding balances under the lending agreements continue to be classified as long-term. Continued
compliance with its covenants, however, is dependent on the Company achieving certain results.

The Companys
accounting principles are in accordance with accounting principles generally accepted in the United States (US GAAP). These consolidated financial statements are denominated in United States (US) dollars. Some comparative
figures have been reclassified to conform to the financial statement presentation adopted in the current period.



| | (ii) | Principles of consolidation
| | ---- | ---------------------------

The
financial statements of entities which are controlled by the Company through voting equity interests, referred to as subsidiaries, are consolidated. Variable Interest Entities (VIEs) (which include, but are not limited to, special
purpose entities, trusts, partnerships, certain joint ventures and



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|2. | Significant accounting policies  (Continued)
|-- | --------------------------------------------



other legal structures), as defined by the Financial Accounting Standards Board (FASB) in FASB Interpretation No. (FIN) 46 (Revised
2003), Consolidation of Variable Interest Entitiesan Interpretation of Accounting Research Bulletin No. 51, are entities in which equity investors generally do not have the characteristics of a controlling financial
interest or there is not sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. VIEs are consolidated by the Company when it is determined that it will, as the primary beneficiary,
absorb the majority of the VIEs expected losses and/or expected residual returns. The Company has no interests in VIEs in any of the years presented. Inter-company accounts and transactions are eliminated upon consolidation.



| | (iii) | Use of estimates
| | ----- | ----------------

The preparation
of financial statements 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 year. Significant estimates include, but are not limited to, allowance for doubtful accounts, inventory valuation, deferred tax asset valuation allowance, restructuring accruals, determination of useful
lives of property, plant and equipment, impairment of long-lived assets and legal contingencies. These estimates and assumptions are based on managements best estimates and judgment. Management evaluates its estimates and assumptions on an
ongoing basis using historical experience and other factors, including the current economic environment. Actual results may differ from those estimates.



| | (iv) | Revenue recognition
| | ---- | -------------------

Revenue is
derived primarily from the sale of electronics equipment that has been built to customer specifications. Revenue from the sale of products is recognized when goods are shipped to customers since title has passed to the customer, persuasive evidence
of an arrangement exists, performance has occurred, all customer-specified test criteria have been met and collectability is reasonably assured. The Company has no significant obligations after product shipment other than its standard manufacturing
warranty. The Company records a provision for future warranty costs based on managements best estimate of probable claims under its product warranties. The provision is based on the terms of the warranty which vary by customer and product, and
historical experience. The Company regularly evaluates this provision.

In addition, the Company has contractual
arrangements with the majority of its customers that provide for customers purchasing unused inventory that the Company has purchased to fulfill that customers forecasted manufacturing demand. Revenue from the sale of excess inventory to the
customer is recognized when title passes to the customer. The Company also derives revenue from engineering and design services. Service revenue is recognized as services are performed.

For arrangements where the customer agrees to purchase products but the Company retains possession until the customer requests shipment
(bill and hold arrangements), revenue is not recognized until delivery to the customer has occurred and all other revenue recognition criteria have been met.

Sales taxes collected from customers and remitted to governmental authorities are presented on a net basis.



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|2. | Significant accounting policies  (Continued)
|-- | --------------------------------------------



| | (v) | Cash and cash equivalents
| | --- | -------------------------

Cash and
cash equivalents consist of cash on hand, balances with banks and short-term investments. All highly liquid investments with original maturities of three months or less are classified as cash and cash equivalents. The fair value of cash and cash
equivalents approximates the amounts shown in the financial statements.

The Company elects to use a lock-box
arrangement, whereby remittances from customers are swept daily to reduce the borrowings under the revolving credit facilities.



| | (vi) | Allowance for doubtful accounts
| | ---- | -------------------------------

The allowance for doubtful accounts reflects managements best estimate of probable losses inherent in the accounts receivable balance. Management determines the allowance based on factors including the length of time the receivables
have been outstanding, customer and industry concentrations, the current business environment and historical experience.



| | (vii) | Inventories
| | ----- | -----------

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

Commencing January 1, 2007, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 151
Inventory Costs, an amendment of ARB No. 43, Chapter 4, (SFAS 151). The Company recognizes as current period charges abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage)
costs. In addition, fixed production overheads are allocated to inventory based on normal capacity of production facilities. The adoption of SFAS 151 did not have a material impact on the consolidated financial statements.



| | (viii) | Property, Plant and equipment
| | ------ | -----------------------------

Plant and equipment are stated at cost less accumulated depreciation. Depreciation is generally calculated on a straight-line basis over the expected useful lives as follows:



|                                             |  |                                                        
|-------------------------------------------- |  | -------------------------------------------------------
|Buildings                                    |  | 5 - 20 years                                           
|Machinery and equipmentfabrication business |  | 15 years                                               
|Machinery and equipmentall other            |  | 7 years                                                
|Office furniture and equipment               |  | 7 years                                                
|Computer hardware and software               |  | 3 years                                                
|Leasehold improvements                       |  | Over shorter of the lease termand estimated useful life

Land is stated at cost.



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|2. | Significant accounting policies  (Continued)
|-- | --------------------------------------------



| | (ix) | Deferred financing costs
| | ---- | ------------------------

Long-term
debt financing related costs are deferred and amortized over the term of the related debt and the related amortization is included within interest expense. Deferred financing costs relating to term debt are amortized using the effective interest
method while deferred financing costs relating to revolving credit facilities are amortized on a straight-line basis over the term of the facility.



| | (x) | Income taxes
| | --- | ------------

The Company accounts
for income taxes using the asset and liability method. This approach recognizes the amount of taxes payable or refundable for the current year as well as deferred tax assets and liabilities for the future tax consequence of events recognized in the
financial statements and tax returns. The effect of changes in tax rates is recognized in the year in which the rate change occurs.

In establishing the appropriate valuation allowances for deferred tax assets, the Company assesses its ability to realize its deferred tax assets based on available evidence, both positive and negative, to determine whether it is more
likely than not that the deferred tax assets or a portion thereof will be realized.

Beginning January 1, 2007, the
Company adopted FIN 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, Accounting for Income Taxes (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in an enterprises financial statements in accordance with FASB Statement No. 109, (Accounting for Income Taxes) (SFAS 109). This interpretation prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition and was applicable to the Company beginning January 1, 2007.

FIN 48
requires the Company to determine if it is more likely than not that the tax position will be sustained based on the technical merits of the position and for those tax positions that meet the more likely than not threshold, the Company would
recognize the largest amount of tax benefit that is greater than fifty percent likely of being realized when ultimately settled with the tax authorities. The adoption of FIN 48 did not have a material impact on the Companys consolidated
financial statements.

On May 2, 2007, the FASB issued FASB Staff Position (FSP) FIN48-1, Definition
of Settlement in FASB Interpretation 48 (FSP FIN 48-1). FSP FIN 48-1 amends FIN 48 to provide guidance on how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously
unrecognized tax benefits. The Company applied the provision of FSP FIN 48-1 effective January 1, 2007. The adoption of FSP FIN 48-1 did not have a material impact on the Companys results of operations and financial condition.



| | (xi) | Earnings (loss) per common share
| | ---- | --------------------------------

Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is calculated using the weighted average number of common shares plus the
dilutive potential common shares outstanding during the year. Anti-dilutive potential common shares are excluded. The treasury stock method is used to compute the potential dilutive effect of stock options and warrants issued.



F-10



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|2. | Significant accounting policies  (Continued)
|-- | --------------------------------------------



| | (xii) | Translation of foreign currencies
| | ----- | ---------------------------------

The functional currency of all foreign subsidiaries is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the year-end rates of exchange. Non-monetary assets and
liabilities denominated in foreign currencies are translated at historical rates and revenue and expenses are translated at average exchange rates prevailing during the month of the transaction. Exchange gains or losses are reflected in the
consolidated statements of operations.



| | (xiii) | Financial Instruments
| | ------ | ---------------------

The Company
accounts for derivative financial instruments in accordance with applicable guidance. In accordance with these standards, all derivative instruments are recorded on the balance sheet at their respective fair values. Generally, if a derivative
instrument is designated as a cash flow hedge, the change in the fair value of the derivative is recorded in other comprehensive income to the extent the derivative is effective, and recognized in the statement of operations when the hedged item
affects earnings. If a derivative instrument is designated as a fair value hedge, the change in fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in the statement of operations and comprehensive
income in the current period. Changes in fair value of derivatives that are not designated as hedges are recorded in the statement of operations and comprehensive income.

The carrying amounts of cash, accounts receivable, accounts payable and accrued liabilities approximate fair values due to the short-term
nature of these instruments. The fair values of long-term debt and capital lease obligations, including the current portion, bear rates currently available to the Company for debt with similar terms and maturities and, therefore, approximate
carrying values.



| | (xiv) | Stock-based compensation
| | ----- | ------------------------

The
Company applies SFAS No. 123R (revised 2004) Share Based Payment, (SFAS 123R) using a fair value based method for all outstanding awards. The fair value at grant date of stock options is estimated using the Black-Scholes
option-pricing model. Compensation expense is recognized over the stock option vesting period. SFAS 123R also requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ
from those estimates.



| | (xv) | Fair Value Measurements
| | ---- | -----------------------

Commencing
January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 establishes a framework for measuring and establishing a hierarchy that categorizes and prioritizes the sources to be
used in estimating fair values. SFAS 157 also expands financial statement disclosures about fair value measurements. In accordance with SFAS 157, the Company determines fair value as an exit price, representing the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between market participants. SFAS 157 establishes a hierarchical structure to prioritize the inputs to valuation techniques used to measure fair value into three tiers:



| |  | Level 1Quoted prices in active markets for identical assets or liabilities
| |  | ---------------------------------------------------------------------------



| |  | Level 2Observable inputs other than quoted prices in active markets for identical assets and liabilities
| |  | ---------------------------------------------------------------------------------------------------------



| |  | Level 3No observable pricing inputs in the market (e.g., discounted cash flows)
| |  | --------------------------------------------------------------------------------



F-11



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|2. | Significant accounting policies  (Continued)
|-- | --------------------------------------------



Financial assets and financial liabilities are classified in their entirety based on
the lowest level of input that is significant to the fair value measurements. The assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being
measured and their placement within the fair value hierarchy.



| | (xvi) | Impairment of long-lived assets
| | ----- | -------------------------------

The Company tests long-lived assets or asset groups held and used for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but
are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; the accumulation of costs significantly in excess of the amount originally expected for the acquisition
or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not
be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and the sum of the undiscounted cash flows expected to result from the use and the eventual disposal
of the asset. If the carrying value of the asset is not recoverable, the impairment loss is measured as the amount by which the carrying amount exceeds fair value. For assets classified as available for sale, an impairment loss is recognized when
the carrying amount exceeds the fair value less costs to sell.



| | (xvii) | Restructuring costs
| | ------ | -------------------

The Company
accounts for restructuring costs related to an exit or disposal activity when a liability is incurred and can be measured at fair value.



| | (xviii) | Asset retirement obligations
| | ------- | ----------------------------

The
Company recognizes the fair value of liabilities for asset retirement obligations when the Company incurs the obligation. There was no asset retirement obligation recorded for the year ended December 31, 2007 and the period ended
January 4, 2009.



| | (xix) | Guarantees
| | ----- | ----------

The Company accounts
for guarantees, including the recognition of a liability at the inception of certain guarantees, based on the fair value of the guarantee. The Company did not enter into any guarantees in the year ended December 31, 2007, and the period ended
January 4, 2009.



| | (xx) | Comprehensive income (loss):
| | ---- | ----------------------------

Comprehensive income includes all changes in equity (net assets) during a period from non-owner sources. During each of the years ended December 31, 2006 and 2007 and the period ended January 4, 2009, comprehensive income (loss)
was equal to net earnings (loss).



| | (xxi) | Accounting Changes
| | ----- | ------------------



| | (a) | Share Based Payment:
| | --- | --------------------

In December 2007, the SEC issued
Staff Accounting Bulletin No. 110, Share-Based Payment (SAB 110). SAB 110 allows public companies, which do not have historically sufficient experience to provide a reasonable estimate of the expected term of plain
vanilla share options,



F-12



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|2. | Significant accounting policies  (Continued)
|-- | --------------------------------------------



to continue to use the simplified method to determine an expected term for share option grants after December 31, 2007. SAB 110 became
effective January 1, 2008. The Company uses the simplified method to estimate the expected term for share option grants as it does not have enough historical experience to provide a reasonable estimate and the adoption of SAB 110
allowed the Company to continue to use the simplified method.



| | (b) | Sources of Accounting Principles:
| | --- | ---------------------------------

Effective
November 15, 2008, the Company adopted SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162).SFAS 162 identifies the sources of accounting principles and the framework for
selecting the principles to be used in the preparation of financial statements that are presented in conformity with generally accepted accounting principles in the United States (the GAAP hierarchy). The FASB concluded that the GAAP hierarchy
should reside in the accounting literature established by the FASB and issued SFAS 162 to achieve that result. The adoption of SFAS 162 did not have a material effect on the Companys consolidated financial statements.



| | (xxii) | Recent accounting pronouncements
| | ------ | --------------------------------



| | (a) | Financial Instruments:
| | --- | ----------------------

In June 2008, the FASB
ratified EITF No. 07-5, Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entitys Own Stock (EITF 07-5). EITF 07-5 provides that an entity should use a two-step approach to evaluate
whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instruments contingent exercise and settlement provisions. EITF 07-5 is effective for financial statements issued
for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of the adoption of EITF 07-5 on its consolidated financial statements.



| | (b) | Share Based Payments:
| | --- | ---------------------

In June 2008, the FASB issued
FSP EITF Issue No. 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (EITF 03-6-1). EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. EITF 03-6-1 affects entities that accrue
dividends on share-based payment awards during the awards service period when the dividends do not need to be returned if the employees forfeit the award. EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008.
The Company is currently assessing the impact of the adoption of EITF 03-6-1 on its consolidated financial statements.



| | (c) | Business Combinations:
| | --- | ----------------------

In December 2007, the FASB issued
SFAS No. 141 (revised 2007), Business Combinations (SFAS 141R). SFAS 141R establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree at the acquisition date fair value. SFAS 141R significantly changes the accounting for business combinations in a number of
areas including the treatment of contingent consideration, pre-acquisition contingencies, transaction costs, in-process research and development and restructuring costs. In addition, under SFAS 141R, changes in an acquired entitys
deferred tax assets and uncertain tax



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|2. | Significant accounting policies  (Continued)
|-- | --------------------------------------------



positions after the measurement period will impact income tax expense. SFAS 141R provides guidance regarding what information to disclose to enable
users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141R is effective for fiscal years beginning after December 15, 2008 with early application prohibited. The Company will adopt
SFAS 141R beginning on January 5, 2009.



| | (d) | Noncontrolling Interests:
| | --- | -------------------------

In December 2007, the FASB
issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (SFAS 160). SFAS 160 changes the accounting and reporting for minority interests, which will
be recharacterized as noncontrolling interests and classified as a component of equity. This new consolidation method significantly changes the accounting for transactions with minority interest holders. SFAS 160 is effective for fiscal years
beginning after December 15, 2008 with early application prohibited. The Company will adopt SFAS 160 beginning on January 5, 2009 and is currently assessing the impact of the adoption of SFAS 160.



| | (e) | Derivative Instruments and Hedging Activities:
| | --- | ----------------------------------------------

In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 requires additional disclosures about how derivative
and hedging activities affect an entitys financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company
will adopt SFAS 161 beginning on January 5, 2009 and is currently assessing the impact of the adoption of SFAS 161.

(xxiii) Change
in accounting estimate

In the course of acquiring machinery and equipment for the fabrication business at the beginning
of the second quarter of 2008, the Company conducted a review of the estimated useful life of machinery and equipment used in that business. Based on those findings, the estimated useful life of that class of assets was increased from 7 years to 15
years. This change in estimate was applied to all existing and new assets of this class on a prospective basis from March 31, 2008. This change in estimate for the period ended January 4, 2009 resulted in an increase to net income of $20
and no change to earnings per share.



|3. | Consolidated financial statement details
|-- | ----------------------------------------

The following consolidated financial statement details are presented as of the period end dates indicated for the consolidated balance sheets and for each of the periods indicated for the consolidated statements of operations and
comprehensive income and consolidated statements of cash flows.

Consolidated balance sheets

Accounts receivablenet:



|                                |  |                  |        |   |                |   |        |  
|------------------------------- |  | ---------------- | ------ | - | -------------- | - | ------ | -
|                                |  | December 31,2007 |        |   | January 4,2009 |  
|Accounts receivable             |  | $                | 39,371 |   |                | $ | 29,153 |  
|Allowance for doubtful accounts |  |                  | (713   | ) |                |   | (505   | )
|                                |  |                  |        |   |                |   |        |  
|Accounts receivablenet         |  | $                | 38,658 |   |                | $ | 28,648 |  
|                                |  |                  |        |   |                |   |        |  



F-14



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|3. | Consolidated financial statement details  (Continued)
|-- | -----------------------------------------------------



Inventories:



|                |  |                  |        |                |   |       
|--------------- |  | ---------------- | ------ | -------------- | - | ------
|                |  | December 31,2007 |        | January 4,2009
|Raw materials   |  | $                | 22,576 |                | $ | 26,355
|Work in process |  |                  | 5,459  |                |   | 7,664 
|Finished goods  |  |                  | 2,151  |                |   | 2,072 
|Other           |  |                  | 693    |                |   | 732   
|                |  |                  |        |                |   |       
|Inventories     |  | $                | 30,879 |                | $ | 36,823
|                |  |                  |        |                |   |       

Property, plant and equipmentnet:



|                                   |  |                  |         |   |                |   |         |  
|---------------------------------- |  | ---------------- | ------- | - | -------------- | - | ------- | -
|                                   |  | December 31,2007 |         |   | January 4,2009 |  
|Cost:                              |  |                  |         |   |                |   |         |  
|Land                               |  | $                | 1,648   |   |                | $ | 1,648   |  
|Buildings                          |  |                  | 9,677   |   |                |   | 9,777   |  
|Machinery and equipment (a)        |  |                  | 30,377  |   |                |   | 31,802  |  
|Office furniture and equipment     |  |                  | 4,376   |   |                |   | 4,404   |  
|Computer hardware and software (b) |  |                  | 9,015   |   |                |   | 9,325   |  
|Leasehold improvements             |  |                  | 13,675  |   |                |   | 9,031   |  
|                                   |  |                  |         |   |                |   |         |  
|                                   |  |                  | 68,768  |   |                |   | 65,987  |  
|                                   |  |                  |         |   |                |   |         |  
|Less accumulated depreciation:     |  |                  |         |   |                |   |         |  
|Land                               |  |                  |        |   |                |   |        |  
|Buildings                          |  |                  | (3,775  | ) |                |   | (4,275  | )
|Machinery and equipment (a)        |  |                  | (21,531 | ) |                |   | (23,217 | )
|Office furniture and equipment     |  |                  | (4,238  | ) |                |   | (4,292  | )
|Computer hardware and software (b) |  |                  | (8,407  | ) |                |   | (8,699  | )
|Leasehold improvements             |  |                  | (8,522  | ) |                |   | (8,761  | )
|                                   |  |                  |         |   |                |   |         |  
|                                   |  |                  | (46,473 | ) |                |   | (49,244 | )
|                                   |  |                  |         |   |                |   |         |  
|Property, plant and equipmentnet  |  | $                | 22,295  |   |                | $ | 16,743  |  
|                                   |  |                  |         |   |                |   |         |  



|(a) | Included within machinery and equipment were assets under capital leases with costs of $6,375 and $7,622, and associated accumulated depreciation of $2,056 and $3,017 as of
December 31, 2007 and January 4, 2009, respectively. The related depreciation expense for the years ended December 31, 2006, December 31, 2007 and the period ended January 4, 2009 were $593, $864 and $956, respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Included within computer hardware and software were assets under capital leases with costs of $268, and associated accumulated depreciation of $49, as of January 4, 2009. The
related depreciation expense for the period ended January 4, 2009 was $49. There were no computer hardware and software asset under capital lease at December 31, 2007 and no related depreciation expense for the years ended
December 31, 2006 and 2007.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|3. | Consolidated financial statement details  (Continued)
|-- | -----------------------------------------------------



Deferred financing costs:



|                         |  |                  |        |   |                |   |        |  
|------------------------ |  | ---------------- | ------ | - | -------------- | - | ------ | -
|                         |  | December 31,2007 |        |   | January 4,2009 |  
|Deferred financing costs |  | $                | 3,403  |   |                | $ | 2,526  |  
|Accumulated amortization |  |                  | (1,993 | ) |                |   | (1,740 | )
|                         |  |                  |        |   |                |   |        |  
|                         |  | $                | 1,410  |   |                | $ | 786    |  
|                         |  |                  |        |   |                |   |        |  

Accrued liabilities:



|                               |  |                  |       |                |   |      
|------------------------------ |  | ---------------- | ----- | -------------- | - | -----
|                               |  | December 31,2007 |       | January 4,2009
|Customer related               |  | $                | 1,077 |                | $ | 1,626
|Interest and financing related |  |                  | 345   |                |   | 68   
|Payroll                        |  |                  | 2,605 |                |   | 2,250
|Professional services          |  |                  | 1,260 |                |   | 660  
|Restructuring                  |  |                  | 70    |                |   |     
|Vendor related                 |  |                  | 277   |                |   | 673  
|Miscellaneous taxes            |  |                  | 210   |                |   | 149  
|Other                          |  |                  | 1,428 |                |   | 1,483
|                               |  |                  |       |                |   |      
|Accrued liabilities            |  | $                | 7,272 |                | $ | 6,909
|                               |  |                  |       |                |   |      

Consolidated statements of operations and comprehensive income

Interest expense:



|                                 |  |                            |       |   |                            |   |                            |  |   |       |  
|-------------------------------- |  | -------------------------- | ----- | - | -------------------------- | - | -------------------------- |  | - | ----- | -
|                                 |  | Year endedDecember 31,2006 |       |   | Year endedDecember 31,2007 |   | Period endedJanuary 4,2009 | 
|Long-term debt                   |  | $                          | 5,433 |   |                            | $ | 5,343                      |  | $ | 2,742 |  
|Obligations under capital leases |  |                            | 146   |   |                            |   | 198                        |  |   | 207   |  
|Other                            |  |                            | (184  | ) |                            |   | 43                         |  |   | (30   | )
|                                 |  |                            |       |   |                            |   |                            |  |   |       |  
|Interest expense                 |  | $                          | 5,395 |   |                            | $ | 5,584                      |  | $ | 2,919 |  
|                                 |  |                            |       |   |                            |   |                            |  |   |       |  

Consolidated statements of cash flows



|                                                             |  |                            |        |   |                            |   |                            |  |   |      
|------------------------------------------------------------ |  | -------------------------- | ------ | - | -------------------------- | - | -------------------------- |  | - | -----
|                                                             |  | Year endedDecember 31,2006 |        |   | Year endedDecember 31,2007 |   | Period endedJanuary 4,2009
|Cash interest paid                                           |  | $                          | 3,196  |   |                            | $ | 4,101                      |  | $ | 2,635
|Cash taxes (received) paidnet                               |  | $                          | (2,799 | ) |                            | $ | 61                         |  | $ | 173  
|Property, plant and equipment acquired through capital lease |  | $                          | 2,216  |   |                            | $ | 561                        |  | $ | 1,516
|                                                             |  |                            |        |   |                            |   |                            |  |   |      



F-16



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|4. | Long-term debt and capital leases
|-- | ---------------------------------

Long-term
debt

The following table shows the components of long-term debt as at:



|                                        |  |                  |        |   |                |   |        |  
|--------------------------------------- |  | ---------------- | ------ | - | -------------- | - | ------ | -
|                                        |  | December 31,2007 |        |   | January 4,2009 |  
|Revolving                               |  | $                | 252    |   |                | $ | 6,331  |  
|Term                                    |  |                  | 20,732 |   |                |   | 12,350 |  
|                                        |  |                  |        |   |                |   |        |  
|                                        |  |                  | 20,984 |   |                |   | 18,681 |  
|Less: Current portion of long-term debt |  |                  | (3,071 | ) |                |   | (2,738 | )
|                                        |  |                  |        |   |                |   |        |  
|Long-term debt                          |  | $                | 17,913 |   |                | $ | 15,943 |  
|                                        |  |                  |        |   |                |   |        |  

On August 3, 2007, the Company and its subsidiaries entered into new five year
agreements, expiring August 4, 2012 with Wachovia Capital Finance Corporation (Wachovia), the Companys existing senior lender, and Monroe Capital Management Advisors LLC (Monroe), in both Canada and the United
States (collectively, the Wachovia Monroe Facilities). The Wachovia Monroe Facilities provided for a $40,000 revolving credit facility and a $21,500 term loan. The proceeds of the loans were used to repay existing debt and provided for
working capital needs. The availability under the revolving credit facilities was subject to certain borrowing base conditions based on the eligible inventory and accounts receivable of the Company. The revolving credit facilities bore interest at
the U.S. Prime rate. The term loan bore interest at LIBOR plus 4% with the rate declining at predetermined levels based on the Companys overall leverage. The Wachovia Monroe Facilities replaced all previous credit facilities, including the
senior revolving credit facilities and term debt provided by Wachovia, and subordinated term debt held by a syndicate of lenders.

The Wachovia Monroe Facilities were jointly and severally guaranteed by the Company and secured by the assets and capital stock of each of the Companys subsidiaries and its future subsidiaries.

The Company incurred costs of $1,409 related to the completion of the Wachovia Monroe Facilities in 2007. These costs were recorded as a
non-current deferred charge to be amortized as additional interest expense over the term of the credit facility. A portion of these costs were included in the loss on extinguishment of the Wachovia Monroe term debt (note 8).

During the second quarter of 2008, the Company was informed that Monroe had assigned all of its rights, title and interest in the term
debt to a fund held by Garrison Investment Group LLC (Garrison).

During the third quarter of 2008, the Company
entered into a second amended and restated loan agreement in the US and Canada with Wachovia and Export Development Canada (EDC) dated August 7, 2008 (the Wachovia EDC Facilities), and maturing on August 12, 2012.
Under the amendment, Wachovia amended certain borrowing base conditions based on eligible inventory and accounts receivable of the Company to allow increased borrowing capacity and increased the revolving credit facility from $40,000 to $45,000.
Wachovia also provided an $800 term loan, bearing interest based on the U.S. Prime rate. Also under this amendment, EDC replaces Garrison as the primary term debt lender. The proceeds from the EDC term debt of $13,000, together with the increased
borrowing capacity, were used to repay the entire remaining Garrison loan. The EDC term debt bears interest at LIBOR plus 3.5%, decreasing at various leverage rates. Financial covenants were changed and restrictions on certain investments and
expenditures have been removed.

The Company incurred costs of $395 related to the completion of the Wachovia EDC Facilities
in 2008. These costs were recorded as a non-current deferred charge and are being amortized as additional interest expense over the term of the credit facility.



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|4. | Long-term debt and capital leases  (Continued)
|-- | ----------------------------------------------



At January 4, 2009 and December 31, 2007, there were Canadian dollar
denominated cash balances of $2,891 and $1,362 respectively, which were classified as offsets to debt balances as they were used to reduce the outstanding revolving credit facilities.

The Wachovia EDC Facilities are jointly and severally guaranteed by the Company and secured by the assets and capital stock of each of the
Companys subsidiaries and its future subsidiaries.

The term loan to EDC is repayable in quarterly installments
ranging from $325 to $1,463, with the remaining amounts outstanding due at maturity, as specified in the repayment schedule of the loan agreement. The term loan to Wachovia is repayable in quarterly installments of $75, with the remaining amounts
outstanding due at maturity.

Financial covenants:

Subsequent to January 4, 2009, the Company received a waiver from its lenders with respect to what would have otherwise been a
covenant violation at the time of filing of the Companys fiscal 2008 financial statements in April 2009. In addition, the Company and its lenders have amended the lending agreements to revise the EBITDA and leverage covenants and eliminate the
fixed charge coverage ratio for the next five quarters including the fiscal period beginning January 5, 2009 and for the first quarter of the 2010 fiscal period. The interest rate has also been increased by 200 basis points. The revised
covenants reflect the decline in revenues expected as a result of the current challenging business environment. Management believes that the Company will be in compliance with these covenants for the foreseeable future. Accordingly, the outstanding
balances under the lending agreements continue to be classified as long-term. Continued compliance with its covenants, however, is dependent on the Company achieving certain forecasts. While management is confident in its plans, market conditions
have been difficult to predict and there is no assurance that the Company will achieve its forecasts.

Obligations under capital leases

Minimum lease payments for capital leases due within each of the next five years consist of the following



|                                              |  |   |       |  
|--------------------------------------------- |  | - | ----- | -
|2009                                          |  | $ | 1,303 |  
|2010                                          |  |   | 931   |  
|2011                                          |  |   | 645   |  
|2012                                          |  |   | 120   |  
|2013                                          |  |   | 19    |  
|                                              |  |   |       |  
|Total minimum lease payments                  |  |   | 3,018 |  
|Amount representing interest of 7.6% to 11.7% |  |   | (330  | )
|                                              |  |   |       |  
|Present value of lease payments               |  |   | 2,688 |  
|Current portion of capital leases             |  |   | 1,101 |  
|                                              |  |   |       |  
|Long term capital lease obligations           |  | $ | 1,587 |  
|                                              |  |   |       |  



F-18



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|4. | Long-term debt and capital leases  (Continued)
|-- | ----------------------------------------------



Debt principal repayments

At January 4, 2009, principal repayments due within each of the next five years on long-term debt are as follows:



|      |  |   |       
|----- |  | - | ------
|2009  |  | $ | 2,738 
|2010  |  |   | 5,012 
|2011  |  |   | 3,550 
|2012  |  |   | 7,381 
|2013  |  |   |      
|      |  |   |       
|Total |  | $ | 18,681
|      |  |   |       



|5. | Capital stock
|-- | -------------

Common shares

Authorized share capital:

The authorized share capital of the Company at December 31, 2007 and January 4, 2009 consisted of:



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



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



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|5. | Capital stock  (Continued)
|-- | --------------------------



Issued and outstanding:

The outstanding number of common shares included in shareholders equity consisted of the following as at the following dates:



|                                   |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|---------------------------------- |  | ----------------- | - |  | ----------------- | ------ | - | --------------- | ---------- | - | - | - | ------ | --------------- |  | ---------- | - |  | - | ------ | -
|                                   |  | December 31, 2006 |   |  | December 31, 2007 |        |   | January 4, 2009 |           
|                                   |  | Numberof shares   |   |  | $                 |        |   | Numberof shares |            |   | $ |   |        | Numberof shares |  |            | $ | 
|Common Stock                       |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Exchangeable shares:               |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Balance at beginning of the period |  | 1,748,875         |   |  | $                 | 16,547 |   |                 | 1,226,956  |   |   | $ | 11,608 |                 |  | 791,533    |   |  | $ | 7,489  |  
|Shares issued pursuant to:         |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Conversion to common stock         |  | (521,919          | ) |  |                   | (4,939 | ) |                 | (435,423   | ) |   |   | (4,119 | )               |  | (42,085    | ) |  |   | (398   | )
|                                   |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Balance at end of the period       |  | 1,226,956         |   |  | $                 | 11,608 |   |                 | 791,533    |   |   | $ | 7,489  |                 |  | 749,448    |   |  | $ | 7,091  |  
|                                   |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Common shares                      |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Balance at beginning of the period |  | 12,892,457        |   |  | $                 | 439    |   |                 | 13,419,376 |   |   | $ | 361    |                 |  | 13,854,799 |   |  | $ | 365    |  
|Adoption of SAB 108                |  |                  |   |  |                   | (86    | ) |                 |           |   |   |   |       |                 |  |           |   |  |   |       |  
|Shares issued pursuant to:         |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Conversion of exchangeable shares  |  | 521,919           |   |  |                   | 5      |   |                 | 435,423    |   |   |   | 4      |                 |  | 42,085     |   |  |   |       |  
|Options exercised                  |  | 5,000             |   |  |                   | 3      |   |                 |           |   |   |   |       |                 |  |           |   |  |   |       |  
|                                   |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Balance at end of the period       |  | 13,419,376        |   |  | $                 | 361    |   |                 | 13,854,799 |   |   | $ | 365    |                 |  | 13,896,884 |   |  | $ | 365    |  
|                                   |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Special voting stock               |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Balance at beginning of the period |  | 1                 |   |  | $                 |       |   |                 | 1          |   |   | $ |       |                 |  | 1          |   |  | $ |       |  
|                                   |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Balance at end of the period       |  | 1                 |   |  | $                 |       |   |                 | 1          |   |   | $ |       |                 |  | 1          |   |  | $ |       |  
|                                   |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Total Common stock                 |  |                   |   |  | $                 | 11,969 |   |                 |            |   |   | $ | 7,854  |                 |  |            |   |  | $ | 7,456  |  
|                                   |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Warrants                           |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Common share warrants              |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Balance at beginning of the period |  | 11,166,947        |   |  | $                 | 2,755  |   |                 | 11,166,947 |   |   | $ | 2,755  |                 |  | 11,166,947 |   |  | $ | 2,755  |  
|                                   |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Balance at end of the period       |  | 11,166,947        |   |  | $                 | 2,755  |   |                 | 11,166,947 |   |   | $ | 2,755  |                 |  | 11,166,947 |   |  | $ | 2,755  |  
|                                   |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Exchangeable share warrants        |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Balance at beginning of the period |  | 16,675,000        |   |  | $                 | 7,617  |   |                 | 16,675,000 |   |   | $ | 7,617  |                 |  | 16,675,000 |   |  | $ | 7,617  |  
|                                   |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Balance at end of the period       |  | 16,675,000        |   |  | $                 | 7,617  |   |                 | 16,675,000 |   |   | $ | 7,617  |                 |  | 16,675,000 |   |  | $ | 7,617  |  
|                                   |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  
|Total Warrants                     |  |                   |   |  | $                 | 10,372 |   |                 |            |   |   | $ | 10,372 |                 |  |            |   |  | $ | 10,372 |  
|                                   |  |                   |   |  |                   |        |   |                 |            |   |   |   |        |                 |  |            |   |  |   |        |  

Capital transactions from January 1, 2006 to January 4, 2009:

Private placement of Special Warrants:

On March 3, 2004, the Company completed a private placement, fully underwritten by a syndicate of Canadian investment dealers, of 33,350,000 Special Warrants (each Special Warrant and collectively,
the Special Warrants) of SMTC Manufacturing Corporation of Canada (SMTC Canada), an indirect subsidiary of the Company. Each Special Warrant was issued at a price of CDN $1.20 per Special Warrant,



F-20



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|5. | Capital stock  (Continued)
|-- | --------------------------



resulting in aggregate proceeds of CDN $40,020. The proceeds, net of underwriters commissions and certain other expenses, were placed into escrow on
March 3, 2004, pending receipt of shareholder approval.

Subject to the satisfaction of applicable legal requirements,
each Special Warrant was exercisable for one unit, consisting of one-fifth of an exchangeable share of SMTC Canada, and one-half of a warrant to purchase one-fifth of an exchangeable share of SMTC Canada. Each whole warrant (a Purchase
Warrant) was exercisable for one-fifth of an exchangeable share of SMTC Canada at an exercise price of CDN $9.25 per share. The Special Warrants were exercised into units on June 2, 2004. The Purchase Warrants expired on March 3,
2009.

Subject to the satisfaction of applicable legal requirements, each exchangeable share of SMTC Canada can be exchanged
on a one-for-one basis for one share of the common stock of the Company. Each exchangeable share of SMTC Canada, as nearly as practicable, is intended to be the economic equivalent of a share of common stock of the Company and holders of the
exchangeable shares of SMTC Canada are able to exercise essentially the same voting rights with respect to the Company as they would have if they had exchanged their exchangeable shares of SMTC Canada for common stock of the Company. On or after
July 27, 2015, subject to certain adjustment and acceleration provisions, SMTC Canada will redeem all of the outstanding exchangeable shares by delivering common shares of the Company on a one-for-one basis.

The gross proceeds of CDN $40,020 ($29,372 based on the exchange rate at June 1, 2004) were allocated between the exchangeable shares
and Purchase Warrants using the relative fair value method. The gross proceeds were allocated between the exchangeable shares and warrants in the amounts of $20,962 and $8,410, respectively. The Company incurred total costs related to the private
placement of $2,772, resulting in net proceeds of $26,600. These costs were offset against the exchangeable shares and warrants in proportion to their relative fair values, resulting in net proceeds allocated to these instruments of $18,983 and
$7,617, respectively.

Conversion of outstanding debt:

On June 1, 2004, the Companys pre-existing lenders exchanged $10,000 of outstanding debt and all warrants previously issued or
required to be issued for 2,233,389 shares of common stock and 11,166,947 warrants (the Conversion Warrants). Each warrant was exercisable for one-tenth of one share of common stock of the Company at an exercise price of $6.90 per share
of common stock. The Conversion Warrants expired on March 4, 2009.

The fair value of the consideration paid upon
conversion of $10,000 of outstanding debt was allocated between the common stock and Conversion Warrants using the relative fair value method. The fair value of the consideration paid was allocated between the common stock and Conversion Warrants in
the amounts of $7,137 and $2,863, respectively. The Company incurred total costs of $379 related to the conversion. These costs were offset against the common stock and Conversion Warrants in proportion to their relative fair values, resulting in
net proceeds allocated to these instruments of $6,866 and $2,755, respectively. The excess of the amount allocated to the common stock over the par value of $6,754 was recorded as additional paid-in capital.

Exchangeable shares:

During the years ended December 31, 2006 and 2007 and the period ended January 4, 2009, exchangeable shares of 521,919, 435,423 and 42,085 with a carrying value of $4,929, $4,119 and $398 respectively, were exchanged for common
stock, with a par value of $5, $4 and nil, respectively, with the difference recorded as additional paid-in capital.



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|6. | Stock based compensation
|-- | ------------------------

Stock options

1998 SMTC Plan:

In July 1999, the Company replaced a previous option plan adopted in 1998 with an equivalent stock option plan (the 1998 SMTC Plan), for which two classes of options were authorized to purchase non-voting
shares. In July 2000, pursuant to an initial public offering, the options outstanding under the previous option plan were converted to options to purchase common stock of the Company. The options generally vest over a four-year period and expire
after 10 years from the original grant date of the 1998 SMTC Plan options.

2000 Equity Incentive Plan:

In July 2000, the Company approved a new stock option plan, the SMTC/SMTC Manufacturing Corporation of Canada 2000 Equity Incentive Plan
(the 2000 Equity Incentive Plan), pursuant to which a variety of stock-based incentive awards may be granted. The plan permits the issuance of up to 1,727,052 shares plus an additional number of shares determined by the Board of
Directors but not to exceed 1% of the total number of shares outstanding per year. Options granted before the fourth quarter of 2007 generally vest over a four-year period and expire 10 years from their respective date of grant, while options
granted thereafter vest over a three-year period and expire 5 years from their respective date of grant. The Company generally issues new shares when options are exercised. A summary of stock option activity for the years ended December 31,
2006 and 2007 and the period ended January 4, 2009 is as follows:



|                                                     |  |                    |   |  |                              |       |                         |   |                                                 |  |    
|---------------------------------------------------- |  | ------------------ | - |  | ---------------------------- | ----- | ----------------------- | - | ----------------------------------------------- |  | ---
|                                                     |  | Outstandingoptions |   |  | Weightedaverageexerciseprice |       | Aggregateintrinsicvalue |   | Weightedaverageremainingcontractualterm (years)
|Outstanding balance at December 31, 2005             |  | 696,839            |   |  | $                            | 3.50  |                         |   |                                                 |  |    
|Options granted under the 2000 Equity Incentive Plan |  | 290,000            |   |  | $                            | 2.50  |                         |   |                                                 |  |    
|Options exercised                                    |  | (5,000             | ) |  | $                            | 1.17  |                         |   |                                                 |  |    
|Options forfeited                                    |  | (39,715            | ) |  | $                            | 13.15 |                         |   |                                                 |  |    
|                                                     |  |                    |   |  |                              |       |                         |   |                                                 |  |    
|Outstanding balance at December 31, 2006             |  | 942,124            |   |  | $                            | 2.80  |                         |   |                                                 |  |    
|Options granted under the 2000 Equity Incentive Plan |  | 440,000            |   |  | $                            | 1.77  |                         |   |                                                 |  |    
|Options forfeited                                    |  | (8,570             | ) |  | $                            | 27.02 |                         |   |                                                 |  |    
|                                                     |  |                    |   |  |                              |       |                         |   |                                                 |  |    
|Outstanding balance at December 31, 2007             |  | 1,373,554          |   |  | $                            | 2.32  |                         |   |                                                 |  |    
|                                                     |  |                    |   |  |                              |       |                         |   |                                                 |  |    
|Options granted under the 2000 Equity Incentive Plan |  | 370,000            |   |  | $                            | 0.70  |                         |   |                                                 |  |    
|Options forfeited                                    |  | (661               | ) |  | $                            | 5.36  |                         |   |                                                 |  |    
|                                                     |  |                    |   |  |                              |       |                         |   |                                                 |  |    
|Outstanding balance at January 4, 2009               |  | 1,742,893          |   |  | $                            | 1.97  |                         | $ | 3,438                                           |  | 5.5
|                                                     |  |                    |   |  |                              |       |                         |   |                                                 |  |    
|Exercisable balance at January 4, 2009               |  | 900,391            |   |  | $                            | 2.58  |                         | $ | 2,321                                           |  | 5.9
|                                                     |  |                    |   |  |                              |       |                         |   |                                                 |  |    



F-22



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|6. | Stock based compensation  (Continued)
|-- | -------------------------------------



The estimated fair value of options is determined using the Black-Scholes option
pricing model and is amortized over the expected life on a straight line basis. The Company has elected to use the simplified method for estimating the expected life which is equal to the midpoint between the vesting period and the contractual term.
The simplified method is used as the Company does not have sufficient historical exercise data and the terms of share option grants have changed. The following weighted average assumptions were used in calculating the estimated fair value of options
used to compute stock-based compensation expenses:



|                                                            |  |                            |       |   |                            |   |      |                            |  |   |      |  
|----------------------------------------------------------- |  | -------------------------- | ----- | - | -------------------------- | - | ---- | -------------------------- |  | - | ---- | -
|                                                            |  | Year endedDecember 31,2006 |       |   | Year endedDecember 31,2007 |   |      | Period endedJanuary 4,2009 | 
|Black-Scholes weighted-average assumptions                  |  |                            |       |   |                            |   |      |                            |  |   |      |  
|Expected dividend yield                                     |  |                            | 0.0   | % |                            |   | 0.0  | %                          |  |   | 0.0  | %
|Expected volatility                                         |  |                            | 103.2 | % |                            |   | 95.4 | %                          |  |   | 95.4 | %
|Risk-free interest rate                                     |  |                            | 4.68  | % |                            |   | 3.62 | %                          |  |   | 2.51 | %
|Expected option life in years                               |  |                            | 4.0   |   |                            |   | 3.1  |                            |  |   | 4.0  |  
|                                                            |  |                            |      
|Weighted-average stock option fair value per option granted |  | $                          | 1.81  |   |                            | $ | 1.77 |                            |  | $ | 0.51 |  

During the years ended December 31, 2006 and 2007 and the period ended
January 4, 2009, the Company recorded stock-based compensation expense and a corresponding increase in contributed surplus of $187, $272 and $374, respectively.

During the years ended December 31, 2006 and 2007 and for the period ended January 4, 2009, 170,976, 194,165 and 333,333 options
vested, respectively. As at January 4, 2009, compensation expense of $441 related to non-vested stock options has not been recognized. This cost is expected to be recognized over a weighted average period of 1.9 years.

The following table presents information about stock options outstanding as of January 4, 2009:



|                           |  |                    |  |                              |       |                    |         |                              |   |      
|-------------------------- |  | ------------------ |  | ---------------------------- | ----- | ------------------ | ------- | ---------------------------- | - | -----
|Exercise price             |  | Outstandingoptions |  | Weightedaverageexerciseprice |       | Exercisableoptions |         | Weightedaverageexerciseprice
|1998 SMTC Plan             |  |                    |  |                              |       |                    |         |                              |   |      
|                           |  | 5,693              |  | $                            | 5.36  |                    | 5,693   |                              | $ | 5.36 
|2000 Equity Incentive Plan |  |                    |  |                              |       |                    |         |                              |   |      
|                           |  | 370,000            |  | $                            | 0.70  |                    | 0       |                              | $ | 0.70 
|                           |  | 340,000            |  | $                            | 1.17  |                    | 257,500 |                              | $ | 1.17 
|                           |  | 200,000            |  | $                            | 1.55  |                    | 200,000 |                              | $ | 1.55 
|                           |  | 400,000            |  | $                            | 1.64  |                    | 133,335 |                              | $ | 1.64 
|                           |  | 290,000            |  | $                            | 2.50  |                    | 193,330 |                              | $ | 2.50 
|                           |  | 30,000             |  | $                            | 2.75  |                    | 30,000  |                              | $ | 2.75 
|                           |  | 40,000             |  | $                            | 3.11  |                    | 13,333  |                              | $ | 3.11 
|                           |  | 8,000              |  | $                            | 3.75  |                    | 8,000   |                              | $ | 3.75 
|                           |  | 35,000             |  | $                            | 4.00  |                    | 35,000  |                              | $ | 4.00 
|                           |  | 7,120              |  | $                            | 15.00 |                    | 7,120   |                              | $ | 15.00
|                           |  | 7,120              |  | $                            | 25.00 |                    | 7,120   |                              | $ | 25.00
|                           |  | 9,960              |  | $                            | 40.00 |                    | 9,960   |                              | $ | 40.00
|                           |  |                    |  |                              |       |                    |         |                              |   |      
|                           |  | 1,737,200          |  | $                            | 1.97  |                    | 894,698 |                              | $ | 2.58 
|                           |  |                    |  |                              |       |                    |         |                              |   |      



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|6. | Stock based compensation  (Continued)
|-- | -------------------------------------



Deferred Share Units

Deferred Share Units are granted to directors and certain officers of the Company as remuneration in lieu of cash. During the years ended
December 31, 2006 and 2007, and for the period ended January 4, 2009, 49,475, 180,259 and 36,809 deferred share units were granted, respectively.

At December 31, 2006 and 2007, and January 4, 2009, 192,620, 345,545 and 382,354 deferred share units were outstanding, respectively.

Deferred Share Unit compensation expense for the year ended December 31, 2006 was $257. Deferred Share Unit compensation recovery for
the year ended December 31, 2007 and for the period ended January 4, 2009 was $298 and $241, respectively.

There
is no unrecognized compensation related to deferred share units since these awards vest immediately when granted.



|7. | Restructuring and other charges
|-- | -------------------------------

During 2001 and 2002, the Company announced restructuring programs aimed at reducing its cost structure and plant capacity (the 2001 Plan and the 2002 Plan, respectively) and recorded restructuring and other charges
consisting of: a write-down of goodwill and other intangible assets; the costs of exiting equipment and facility leases; severance costs; asset impairment charges; inventory exposures and other facility exit costs. During the third quarter of 2004,
the Company announced further changes to its manufacturing operations as it continued to execute its transformation plan (the 2004 Plan). This plan sought to provide greater focus on new customer and new product introduction and
technical activities, to improve capacity utilization and to align its cost structure to expected revenue. During the third quarter of 2006 the Company began a restructuring program at the management level to better manage operating costs by
reducing certain management roles (the 2006 Plan). During the third quarter of 2007, the Company put into place further changes primarily to manufacturing operations in Mexico (the 2007 Plan). In 2008 the Company implemented
restructuring activities as a result of the movement of production to the Companys China facility and the reduced volumes in the Boston facility (the 2008 Plan). The following table summarizes components of restructuring charges
and recoveries for the periods noted:



|                                                                     |  |                            |        |   |                            |   |                           |  |   |       |  
|-------------------------------------------------------------------- |  | -------------------------- | ------ | - | -------------------------- | - | ------------------------- |  | - | ----- | -
|                                                                     |  | Year endedDecember 31,2006 |        |   | Year endedDecember 31,2007 |   | PeriodendedJanuary 4,2009 | 
|Asset impairment                                                     |  | $                          |       |   |                            | $ |                          |  | $ | 4,921 |  
|Severance                                                            |  |                            | 470    |   |                            |   | 242                       |  |   | 918   |  
|Proceeds from liquidation                                            |  |                            |       |   |                            |   |                          |  |   | (225  | )
|Reversal of previously recorded lease and other contract obligations |  |                            | (1,820 | ) |                            |   |                          |  |   |      |  
|Proceeds from sale of land                                           |  |                            | (1,228 | ) |                            |   |                          |  |   |      |  
|                                                                     |  |                            |        |   |                            |   |                           |  |   |       |  
|Restructuring and other charges (recoveries)                         |  |                            | (2,578 | ) |                            |   | 242                       |  |   | 5,614 |  
|                                                                     |  |                            |        |   |                            |   |                           |  |   |       |  

2006 charges (recoveries):

During 2006, the Company began restructuring at the management level to better manage operating costs by eliminating certain senior
management roles and recorded severance charges of $470 relating to an employee in the United States and 2 employees in Canada. Also during 2006, the Company changed the estimate of future



F-24



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|7. | Restructuring and other charges  (Continued)
|-- | --------------------------------------------



lease payments under the 2002 Plan as result of new circumstances and recorded an adjustment which reduced the accrual by $1,820 and recognized a gain on
sale of assets previously written down of $1,228.

2007 charges:

During 2007, the Company recorded net restructuring charges of $242 consisting of severance charges, primarily relating to manufacturing
operations in Mexico.

2008 charges (recoveries):

During the first quarter of 2008 the Company recorded a restructuring recovery of $225 consisting of a dividend from liquidation proceeds
of the Companys Donegal, Ireland facility, which related to restructuring activities under the 2002 Plan.

In the
second quarter of 2008, the Company recorded a restructuring charge of $5,748, consisting of a $518 severance charge at our Chihuahua facility, a $159 severance charge at our Boston facility, a $150 severance charge at the corporate level, and a
$4,921 asset impairment charge. The Company reduced 276 full time staff and approximately 100 temporary staff, mainly in Mexico and Boston. The asset impairment charge was largely related to a write off of leasehold improvements acquired in 2000 at
the Companys Boston facility and the fair values were calculated using discounted cash flows under the income approach.

In the fourth quarter of 2008, the Company recorded additional restructuring charges of $91, consisting of a severance charge of $41 at the Boston facility and a severance charge of $50 at the Mexico facility.



F-25



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|7. | Restructuring and other charges  (Continued)
|-- | --------------------------------------------



The following table details original charges, additional charges and adjustments, and
the related amounts included in accrued liabilities relating to the 2002 Plan:



|                                         |  |                                             |        |   |                                       |   |        |           |  |   |                 |   |  |                   |        |   |                         |   |      |       |  |   |       |   |  |   |         |  
|---------------------------------------- |  | ------------------------------------------- | ------ | - | ------------------------------------- | - | ------ | --------- |  | - | --------------- | - |  | ----------------- | ------ | - | ----------------------- | - | ---- | ----- |  | - | ----- | - |  | - | ------- | -
|                                         |  | Inventorywritedownsincluded inCost of sales |        |   | Leases andothercontractualobligations |   |        | Severance |  |   | Assetimpairment |   |  | Sale ofassets (a) |        |   | Otherfacilityexit costs |   |      | Total | 
|2002 Plan                                |  |                                             |        |   |                                       |   |        |           |  |   |                 |   |  |                   |        |   |                         |   |      |       |  |   |       |   |  |   |         |  
|2002 charges                             |  | $                                           | 6,536  |   |                                       | $ | 18,656 |           |  | $ | 2,844           |   |  | $                 | 7,689  |   |                         | $ |     |       |  | $ | 1,568 |   |  | $ | 37,293  |  
|Non-cash charges                         |  |                                             | (6,536 | ) |                                       |   |       |           |  |   |                |   |  |                   | (7,726 | ) |                         |   |     |       |  |   |      |   |  |   | (14,262 | )
|2002 and 2003 cash payments              |  |                                             |       |   |                                       |   | (8,113 | )         |  |   | (4,703          | ) |  |                   |       |   |                         |   | 293  |       |  |   | (630  | ) |  |   | (13,153 | )
|2003 Reversals                           |  |                                             |       |   |                                       |   | (4,123 | )         |  |   |                |   |  |                   |       |   |                         |   |     |       |  |   | (701  | ) |  |   | (4,824  | )
|2003 Charges                             |  |                                             |       |   |                                       |   | 326    |           |  |   | 2,418           |   |  |                   | 37     |   |                         |   | (293 | )     |  |   | 96    |   |  |   | 2,584   |  
|                                         |  |                                             |        |   |                                       |   |        |           |  |   |                 |   |  |                   |        |   |                         |   |      |       |  |   |       |   |  |   |         |  
|Balance as at December 31, 2003          |  | $                                           |       |   |                                       | $ | 6,746  |           |  | $ | 559             |   |  | $                 |       |   |                         | $ |     |       |  | $ | 333   |   |  | $ | 7,638   |  
|                                         |  |                                             |        |   |                                       |   |        |           |  |   |                 |   |  |                   |        |   |                         |   |      |       |  |   |       |   |  |   |         |  
|Charges                                  |  |                                             |       |   |                                       |   |       |           |  |   | 400             |   |  |                   |       |   |                         |   |     |       |  |   |      |   |  |   | 400     |  
|Reversals                                |  |                                             |       |   |                                       |   | (256   | )         |  |   |                |   |  |                   |       |   |                         |   |     |       |  |   |      |   |  |   | (256    | )
|Payments                                 |  |                                             |       |   |                                       |   | (4,100 | )         |  |   | (103            | ) |  |                   |        |   |                         |   |      |       |  |   | (300  | ) |  |   | (4,503  | )
|                                         |  |                                             |        |   |                                       |   |        |           |  |   |                 |   |  |                   |        |   |                         |   |      |       |  |   |       |   |  |   |         |  
|Balance as at December 31, 2004          |  | $                                           |       |   |                                       | $ | 2,390  |           |  | $ | 856             |   |  | $                 |       |   |                         | $ |     |       |  | $ | 33    |   |  | $ | 3,279   |  
|                                         |  |                                             |        |   |                                       |   |        |           |  |   |                 |   |  |                   |        |   |                         |   |      |       |  |   |       |   |  |   |         |  
|Charges                                  |  |                                             |       |   |                                       |   |       |           |  |   | 156             |   |  |                   |       |   |                         |   | (12  | )     |  |   | 93    |   |  | $ | 237     |  
|Reversals                                |  |                                             |       |   |                                       |   | (237   | )         |  |   | (456            | ) |  |                   |       |   |                         |   |     |       |  |   |      |   |  |   | (693    | )
|Receipts (payments)                      |  |                                             |       |   |                                       |   | (299   | )         |  |   | (556            | ) |  |                   |        |   |                         |   | 12   |       |  |   | (96   | ) |  |   | (939    | )
|                                         |  |                                             |        |   |                                       |   |        |           |  |   |                 |   |  |                   |        |   |                         |   |      |       |  |   |       |   |  |   |         |  
|Balance as at December 31, 2005          |  | $                                           |       |   |                                       | $ | 1,854  |           |  | $ |                |   |  | $                 |       |   |                         | $ |     |       |  | $ | 30    |   |  | $ | 1,884   |  
|                                         |  |                                             |        |   |                                       |   |        |           |  |   |                 |   |  |                   |        |   |                         |   |      |       |  |   |       |   |  |   |         |  
|Reversals                                |  |                                             |       |   |                                       |   | (1,820 | )         |  |   |                |   |  |                   |       |   |                         |   |     |       |  |   |      |   |  | $ | (1,820  | )
|Payments                                 |  |                                             |       |   |                                       |   | (34    | )         |  |   |                |   |  |                   |        |   |                         |   |     |       |  |   | (30   | ) |  |   | (64     | )
|                                         |  |                                             |        |   |                                       |   |        |           |  |   |                 |   |  |                   |        |   |                         |   |      |       |  |   |       |   |  |   |         |  
|Balance as at December 31, 2006 and 2007 |  | $                                           |       |   |                                       | $ |       |           |  | $ |                |   |  | $                 |       |   |                         | $ |     |       |  | $ |      |   |  | $ |        |  
|                                         |  |                                             |        |   |                                       |   |        |           |  |   |                 |   |  |                   |        |   |                         |   |      |       |  |   |       |   |  |   |         |  
|Reversals                                |  |                                             |       |   |                                       |   |       |           |  |   |                |   |  |                   |       |   |                         |   | (225 | )     |  |   |      |   |  |   |        |  
|Receipts                                 |  |                                             |       |   |                                       |   |       |           |  |   |                |   |  |                   |       |   |                         |   | 225  |       |  |   |      |   |  |   |        |  
|                                         |  |                                             |        |   |                                       |   |        |           |  |   |                 |   |  |                   |        |   |                         |   |      |       |  |   |       |   |  |   |         |  
|Balance as at January 4, 2009            |  | $                                           |       |   |                                       | $ |       |           |  | $ |                |   |  | $                 |       |   |                         | $ |     |       |  | $ |      |   |  | $ |        |  
|                                         |  |                                             |        |   |                                       |   |        |           |  |   |                 |   |  |                   |        |   |                         |   |      |       |  |   |       |   |  |   |         |  



|(a) | The receipt from sale of assets relates to cash received from the proceeds on sale of a previously written down asset.
|--- | ----------------------------------------------------------------------------------------------------------------------

The following table details original charges, additional charges and adjustments, and the related amounts included in accrued liabilities, relating to the
2004 Plan:



|                                                             |  |                                       |     |   |           |   |       |       |  |   |       |  
|------------------------------------------------------------ |  | ------------------------------------- | --- | - | --------- | - | ----- | ----- |  | - | ----- | -
|                                                             |  | Leases andothercontractualobligations |     |   | Severance |   |       | Total | 
|2004 Plan                                                    |  |                                       |     |   |           |   |       |       |  |   |       |  
|Charges                                                      |  | $                                     |    |   |           | $ | 1,458 |       |  | $ | 1,458 |  
|Payments                                                     |  |                                       |    |   |           |   | (722  | )     |  |   | (722  | )
|                                                             |  |                                       |     |   |           |   |       |       |  |   |       |  
|Balance as at December 31, 2004                              |  | $                                     |    |   |           | $ | 736   |       |  | $ | 736   |  
|                                                             |  |                                       |     |   |           |   |       |       |  |   |       |  
|Charges                                                      |  |                                       | 14  |   |           |   | 529   |       |  |   | 543   |  
|Payments                                                     |  |                                       | (14 | ) |           |   | (977  | )     |  |   | (991  | )
|                                                             |  |                                       |     |   |           |   |       |       |  |   |       |  
|Balance as at December 31, 2005                              |  | $                                     |    |   |           | $ | 288   |       |  | $ | 288   |  
|                                                             |  |                                       |     |   |           |   |       |       |  |   |       |  
|Payments                                                     |  |                                       |    |   |           |   | (288  | )     |  |   | (288  | )
|                                                             |  |                                       |     |   |           |   |       |       |  |   |       |  
|Balance as at December 31, 2006 and 2007 and January 4, 2009 |  | $                                     |    |   |           | $ |      |       |  | $ |      |  
|                                                             |  |                                       |     |   |           |   |       |       |  |   |       |  



F-26



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|7. | Restructuring and other charges  (Continued)
|-- | --------------------------------------------



The following table details original charges and the related amounts included in
accrued liabilities relating to the 2006 Plan:



|                                |  |           |      |  
|------------------------------- |  | --------- | ---- | -
|                                |  | Severance |     
|2006 Plan                       |  |           |      |  
|Charges                         |  | $         | 470  |  
|Payments                        |  |           | (117 | )
|                                |  |           |      |  
|Balance as at December 31, 2006 |  | $         | 353  |  
|                                |  |           |      |  
|Payments                        |  |           | (283 | )
|                                |  |           |      |  
|Balance as at December 31, 2007 |  | $         | 70   |  
|Payments                        |  |           | (70  | )
|                                |  |           |      |  
|Balance as at January 4, 2009   |  | $         |     |  
|                                |  |           |      |  

The following table details original charges and the related amounts included in
accrued liabilities relating to the 2007 Plan:



|                                                    |  |           |      |  
|--------------------------------------------------- |  | --------- | ---- | -
|                                                    |  | Severance |     
|2007 Plan                                           |  |           |      |  
|Charges                                             |  | $         | 242  |  
|Payments                                            |  |           | (242 | )
|                                                    |  |           |      |  
|Balance as at December 31, 2007 and January 4, 2009 |  | $         |     |  
|                                                    |  |           |      |  

The following table details original charges, payments and adjustments and the
related amounts included in accrued liabilities relating to the 2008 Plan:



|                              |  |                  |        |   |           |   |      |       |  |   |        |  
|----------------------------- |  | ---------------- | ------ | - | --------- | - | ---- | ----- |  | - | ------ | -
|                              |  | Asset impairment |        |   | Severance |   |      | Total | 
|2008 Plan                     |  |                  |        |   |           |   |      |       |  |   |        |  
|2008 charges                  |  | $                | 4,921  |   |           | $ | 918  |       |  | $ | 5,839  |  
|Non-cash charges              |  |                  | (4,921 | ) |           |   |     |       |  |   | (4,921 | )
|Cash payments                 |  |                  |       |   |           |   | (918 | )     |  |   | (918   | )
|                              |  |                  |        |   |           |   |      |       |  |   |        |  
|Balance as at January 4, 2009 |  | $                |       |   |           | $ |     |       |  | $ |       |  
|                              |  |                  |        |   |           |   |      |       |  |   |        |  



|8. | Loss on extinguishment of debt
|-- | ------------------------------

Upon the early repayment of the Companys pre-existing senior term and subordinated term debts during the third quarter of 2007, the Company recorded a non-cash charge to expense the remaining unamortized deferred financing costs
related to these extinguished debt instruments, net of a recovery from the remaining unamortized balance of cancelled warrants, of $269. The Company also incurred $102 in early repayment fees and costs.

Upon the refinancing of the Companys existing term debt with Garrison during the third quarter of 2008, the Company recorded a
non-cash charge to expense the remaining unamortized deferred financing costs related to the extinguished term debt of $613.



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|9. | Other expenses
|-- | --------------

Beginning in 2005
and through the first three quarters of 2006, the Company incurred expenses in considering a strategic initiative. The Company decided not to complete the initiative, resulting in a charge to earnings of $826 in the third quarter of 2006.

In the period ended January 4, 2009 other expenses included an unrealized gain on derivative instruments of $185 (note
15).



|10. | Income taxes
|--- | ------------

The Company recorded
the following income tax expense (recovery) for the periods noted:



|                              |  |                            |        |   |                            |   |        |                            |  |   |    
|----------------------------- |  | -------------------------- | ------ | - | -------------------------- | - | ------ | -------------------------- |  | - | ---
|                              |  | Year endedDecember 31,2006 |        |   | Year endedDecember 31,2007 |   |        | Period endedJanuary 4,2009
|Current:                      |  |                            |        |   |                            |   |        |                            |  |   |    
|Federal                       |  | $                          | (1,249 | ) |                            | $ | (1,466 | )                          |  | $ | 31 
|Foreign                       |  |                            | (774   | ) |                            |   | 75     |                            |  |   | 82 
|                              |  |                            |        |   |                            |   |        |                            |  |   |    
|                              |  |                            | (2,023 | ) |                            |   | (1,391 | )                          |  |   | 113
|Deferred:                     |  |                            |        |   |                            |   |        |                            |  |   |    
|Federal                       |  |                            |       |   |                            |   |       |                            |  |   |   
|Foreign                       |  |                            | 62     |   |                            |   | 74     |                            |  |   | 4  
|                              |  |                            |        |   |                            |   |        |                            |  |   |    
|                              |  |                            | 62     |   |                            |   | 74     |                            |  |   | 4  
|                              |  |                            |        |   |                            |   |        |                            |  |   |    
|Income tax expense (recovery) |  | $                          | (1,961 | ) |                            | $ | (1,317 | )                          |  | $ | 117
|                              |  |                            |        |   |                            |   |        |                            |  |   |    

The overall income tax expense (recovery) as recorded in the consolidated
statements of operations varied from the tax expense (recovery) calculated using U.S. federal and state income tax rates as follows for the periods noted:



|                                                                        |  |                            |        |   |                            |   |        |                           |  |   |        |  
|----------------------------------------------------------------------- |  | -------------------------- | ------ | - | -------------------------- | - | ------ | ------------------------- |  | - | ------ | -
|                                                                        |  | Year endedDecember 31,2006 |        |   | Year endedDecember 31,2007 |   |        | PeriodendedJanuary 4,2009 | 
|Federal tax (recovery)                                                  |  | $                          | 2,669  |   |                            | $ | 474    |                           |  | $ | (2,022 | )
|State income tax expense (recovery), net of federal tax benefit         |  |                            | 229    |   |                            |   | 69     |                           |  |   | (222   | )
|Change in enacted rates                                                 |  |                            | 93     |   |                            |   | 1,087  |                           |  |   | (411   | )
|Income of international subsidiaries taxed at different rates           |  |                            | (601   | ) |                            |   | (649   | )                         |  |   | (1,089 | )
|Change in valuation allowance                                           |  |                            | (4,154 | ) |                            |   | (451   | )                         |  |   | 2,444  |  
|Additional (release of) tax exposures, net of alternative minimum taxes |  |                            |       |   |                            |   | (1,424 | )                         |  |   | 65     |  
|Permanent and other differences                                         |  |                            | (197   | ) |                            |   | (423   | )                         |  |   | 1,352  |  
|                                                                        |  |                            |        |   |                            |   |        |                           |  |   |        |  
|Income tax expense (recovery)                                           |  | $                          | (1,961 | ) |                            | $ | (1,317 | )                         |  | $ | 117    |  
|                                                                        |  |                            |        |   |                            |   |        |                           |  |   |        |  



F-28



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|10. | Income taxes  (Continued)
|--- | -------------------------



Earnings (loss) before income taxes and discontinued operations consisted of the
following for the periods noted:



|         |  |                            |       |                            |   |       |                            |  |   |        |  
|-------- |  | -------------------------- | ----- | -------------------------- | - | ----- | -------------------------- |  | - | ------ | -
|         |  | Year endedDecember 31,2006 |       | Year endedDecember 31,2007 |   |       | Period endedJanuary 4,2009 | 
|U.S.     |  | $                          | 5,166 |                            | $ | (128  | )                          |  | $ | (8,978 | )
|Non U.S. |  |                            | 2,460 |                            |   | 1,483 |                            |  |   | 3,200  |  
|         |  |                            |       |                            |   |       |                            |  |   |        |  
|         |  | $                          | 7,626 |                            | $ | 1,355 |                            |  | $ | (5,778 | )
|         |  |                            |       |                            |   |       |                            |  |   |        |  

Deferred income taxes reflect the net tax effects of temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Companys deferred tax liabilities and assets are comprised of the following at:



|                                               |  |                  |         |   |                |   |         |  
|---------------------------------------------- |  | ---------------- | ------- | - | -------------- | - | ------- | -
|                                               |  | December 31,2007 |         |   | January 4,2009 |  
|Deferred income tax assets:                    |  |                  |         |   |                |   |         |  
|Net operating loss carryforwards               |  | $                | 31,278  |   |                | $ | 32,987  |  
|Capital loss carryforwards                     |  |                  | 2,613   |   |                |   | 2,199   |  
|AMT credit carryforwards                       |  |                  | 1,402   |   |                |   | 1,414   |  
|Property, plant and equipment and other assets |  |                  | 11,137  |   |                |   | 13,073  |  
|Reserves, allowances and accruals              |  |                  | 1,521   |   |                |   | 718     |  
|                                               |  |                  |         |   |                |   |         |  
|                                               |  |                  | 47,951  |   |                |   | 50,391  |  
|Valuation allowance                            |  |                  | (47,468 | ) |                |   | (49,912 | )
|                                               |  |                  |         |   |                |   |         |  
|Net deferred income tax assets                 |  | $                | 483     |   |                | $ | 479     |  
|                                               |  |                  |         |   |                |   |         |  

At January 4, 2009, the Company had total net operating loss (NOL)
carry forwards of $88,189, of which $1,984 will expire in 2010, $1,260 will expire in 2012, $8,359 will expire in 2014, $3,379 will expire in 2015, $1,078 will expire in 2018, $60 will expire in 2019, $30 will expire in 2020, $42,029 will expire in
2021, and the remainder will expire between 2023 and 2028.

At January 4, 2009 and December 31, 2007, the Company
had gross unrecognized tax benefits of $270 and $332, respectively, which if recognized, would favorably impact the Companys effective tax rate in future periods. The change during the period relates to foreign exchange revaluation of existing
uncertain tax positions. The Company does not expect any of these unrecognized tax benefits to reverse in the next twelve months.

Tax years 2001 to 2008 remain open for review by the tax authorities in Canada. Tax years 2003 to 2008 remain open in the United States. In addition, 2001 contains an NOL that could potentially be carried forward and therefore remains open
to the extent of the NOL.

The Company accounts for interest and penalties related to unrecognized tax benefits in income
tax expense based on the likelihood of the event and its ability to reasonably estimate such amounts. The Company has approximately $140 and $137 accrued for interest and penalties as of January 4, 2009 and December 31, 2007, respectively.
The increase is primarily due to foreign exchange revaluation and the recording of incremental interest on existing uncertain positions for the period offset by foreign exchange revaluation.



F-29



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|10. | Income taxes  (Continued)
|--- | -------------------------



The following is a tabular reconciliation of the Companys beginning and ending
amount of unrecognized tax benefits:



|                                             |  |   |     |  
|-------------------------------------------- |  | - | --- | -
|Balance as at January 1, 2008                |  | $ | 332 |  
|                                             |  |   |     |  
|Increase related to prior year tax positions |  |   |    |  
|Decrease related to prior year tax positions |  |   |    |  
|Foreign exchange                             |  |   | (62 | )
|                                             |  |   |     |  
|Balance as at January 4, 2009                |  | $ | 270 |  
|                                             |  |   |     |  

Deferred income taxes have not been provided on $10,225 of undistributed earnings
of foreign subsidiaries. These earnings have been indefinitely reinvested and the Company currently does not plan to initiate any action that would precipitate payment of income taxes thereon. The amount of unrealized deferred tax liabilities
related to these earnings is $4,090.

Whether or not the recapitalization transactions described in note 4 Long-term
debt and Capital leases result in an ownership change for purposes of Section 382 of the Internal Revenue Code (Section 382), which imposes a limitation on a corporations use of NOL carry forwards following an
ownership change, depends upon whether the exchangeable shares of SMTC Canada are treated as shares of the Company under U.S. tax principles. The Company has concluded that the recapitalization transactions did not result in an ownership
change and as such the use of the NOL carry forwards has not been limited.

Taxes related to discontinued operations were
offset by the recognition of tax loss carry forwards.

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. SFAS 109 states that forming a conclusion that a valuation allowance is not
needed is difficult when there is negative evidence, such as cumulative losses in recent years in the jurisdictions to which the deferred tax assets relate. As a result of a review undertaken in the second quarter of 2003, the Company concluded that
given the weakness and uncertainty in the economic environment at that time, it was appropriate to establish a full valuation allowance for the deferred tax assets arising from its operations in the jurisdictions to which the deferred tax assets
relate. In 2008, it was determined by management that it was more likely than not that the deferred tax assets associated with the Mexican jurisdiction would be realized in the amount of $479. The U.S. and Canadian jurisdictions continued to have a
full valuation allowance established for the deferred tax asset. In addition, the Company expects to continue to provide a full valuation allowance for the assets relating to the U.S and Canadian jurisdictions until it can demonstrate a sustained
level of profitability that establishes its ability to utilize the assets in the jurisdictions to which the assets relate.



|11. | Discontinued operations
|--- | -----------------------

In
connection with the Companys 2002 restructuring plan described in further detail in Note 7, the Company decided to exit and dispose of the Cork, Ireland operations, and recorded a charge of $9,717 related to the closure of the facility in the
year ended December 31, 2002. During the year ended December 31, 2006, additional proceeds from liquidation of $874 were received and recorded as net earnings from discontinued operations. The recovery in 2006 is anticipated to be the
final recovery.



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|12. | Earnings (loss) per common share
|--- | --------------------------------

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



|                                            |  |                            |  |                            |  |                           
|------------------------------------------- |  | -------------------------- |  | -------------------------- |  | --------------------------
|(Number of common shares)                   |  | Year endedDecember 31,2006 |  | Year endedDecember 31,2007 |  | Period endedJanuary 4,2009
|Basic weighted average shares outstanding   |  | 14,646,333                 |  | 14,646,333                 |  | 14,646,333                
|Dilutive stock options (a) (b)              |  | 259,947                    |  | 313,645                    |  |                          
|                                            |  |                            |  |                            |  |                           
|Diluted weighted average shares outstanding |  | 14,906,280                 |  | 14,959,978                 |  | 14,646,333                
|                                            |  |                            |  |                            |  |                           



|(a) | As a result of the net loss from continuing operations for the period ended January 4, 2009, diluted earnings per share was calculated using the basic weighted average shares
outstanding as the effect of potential common shares would have been anti-dilutive.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Dilutive stock options were determined by using the treasury stock method. For the years ended December 31, 2006 and 2007, the average share prices used were $3.17 and $3.09
per share, respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During the years ended December 31, 2006 and 2007 and the period ended
January 4, 2009, the calculations of diluted weighted average shares outstanding did not include 682,177, 1,009,202 and 1,742,893 options respectively, nor did they include 16,675,000 warrants, each warrant exercisable for one-fifth of an
exchangeable share of SMTC Canada and 11,166,947 warrants, each warrant exercisable for one-tenth of one share of common stock of the Company, as the effect would have been anti-dilutive.



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|13. | Segmented information
|--- | ---------------------

General description

The Company derives its revenue from one dominant industry segment, the electronics manufacturing services industry. The
Company is operated and managed geographically and has facilities in the United States, Canada and Mexico and Asia. Operations in Asia became a material segment during the fiscal period ended January 4, 2009 with the establishment of the new
facility in China. The Company monitors the performance of its geographic operating segments based on EBITA (earnings before interest, taxes and amortization) before restructuring charges (recoveries), gain on sale of assets, loss on extinguishment
of debt and other expenses. Intersegment adjustments reflect intersegment sales that are generally recorded at prices that approximate arms-length transactions. In assessing the performance of the operating segments management attributes
revenue to the operating segment which ships the product to the customer. Information about the operating segments is as follows:



|                     |  |                            |         |   |                            |   |         |                            |  |   |         |  
|-------------------- |  | -------------------------- | ------- | - | -------------------------- | - | ------- | -------------------------- |  | - | ------- | -
|                     |  | Year endedDecember 31,2006 |         |   | Year endedDecember 31,2007 |   |         | Period endedJanuary 4,2009 | 
|Revenues             |  |                            |         |   |                            |   |         |                            |  |   |         |  
|Mexico               |  | $                          | 117,680 |   |                            | $ | 113,813 |                            |  | $ | 91,573  |  
|Canada               |  |                            | 57,890  |   |                            |   | 64,245  |                            |  |   | 72,644  |  
|US                   |  |                            | 102,875 |   |                            |   | 87,043  |                            |  |   | 53,834  |  
|Asia                 |  |                            |        |   |                            |   |        |                            |  |   | 36,844  |  
|                     |  |                            |         |   |                            |   |         |                            |  |   |         |  
|Total                |  | $                          | 278,445 |   |                            | $ | 265,101 |                            |  | $ | 254,895 |  
|                     |  |                            |         |   |                            |   |         |                            |  |   |         |  
|Intersegment revenue |  |                            |         |   |                            |   |         |                            |  |   |         |  
|Mexico               |  | $                          | (8,306  | ) |                            | $ | (4,902  | )                          |  | $ | (6,349  | )
|Canada               |  |                            | (7,212  | ) |                            |   | (3,615  | )                          |  |   | (4,897  | )
|US                   |  |                            | (145    | ) |                            |   | (176    | )                          |  |   | (1,015  | )
|                     |  |                            |         |   |                            |   |         |                            |  |   |         |  
|Total                |  | $                          | (15,663 | ) |                            | $ | (8,693  | )                          |  | $ | (12,261 | )
|                     |  |                            |         |   |                            |   |         |                            |  |   |         |  
|Net external revenue |  |                            |         |   |                            |   |         |                            |  |   |         |  
|Mexico               |  | $                          | 109,374 |   |                            | $ | 108,911 |                            |  | $ | 85,224  |  
|Canada               |  |                            | 50,678  |   |                            |   | 60,630  |                            |  |   | 67,747  |  
|US                   |  |                            | 102,730 |   |                            |   | 86,867  |                            |  |   | 52,819  |  
|Asia                 |  |                            |        |   |                            |   |        |                            |  |   | 36,844  |  
|                     |  |                            |         |   |                            |   |         |                            |  |   |         |  
|Total                |  | $                          | 262,782 |   |                            | $ | 256,408 |                            |  | $ | 242,634 |  
|                     |  |                            |         |   |                            |   |         |                            |  |   |         |  
|EBITA                |  |                            |         |   |                            |   |         |                            |  |   |         |  
|Mexico               |  | $                          | 3,821   |   |                            | $ | 2,629   |                            |  | $ | 2,707   |  
|Canada               |  |                            | (1,768  | ) |                            |   | (52     | )                          |  |   | 538     |  
|US                   |  |                            | 9,216   |   |                            |   | 4,951   |                            |  |   | (1,078  | )
|Asia                 |  |                            |        |   |                            |   |        |                            |  |   | 1,016   |  
|                     |  |                            |         |   |                            |   |         |                            |  |   |         |  
|Total                |  | $                          | 11,269  |   |                            | $ | 7,528   |                            |  | $ | 3,183   |  
|                     |  |                            |         |   |                            |   |         |                            |  |   |         |  



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|13. | Segmented information  (Continued)
|--- | ----------------------------------



A reconciliation of EBITA to earnings (loss) from continuous operations before income
taxes is as follows:



|                                                               |  |   |        |   |  |   |       |   |  |   |        |  
|-------------------------------------------------------------- |  | - | ------ | - |  | - | ----- | - |  | - | ------ | -
|EBITA                                                          |  | $ | 11,269 |   |  | $ | 7,528 |   |  | $ | 3,183  |  
|Interest                                                       |  |   | 5,395  |   |  |   | 5,584 |   |  |   | 2,919  |  
|Restructuring charges (recoveries)                             |  |   | (1,350 | ) |  |   | 242   |   |  |   | 5,614  |  
|Gain on sale of assets                                         |  |   | (1,228 | ) |  |   | (24   | ) |  |   |       |  
|Loss on extinguishment of debt                                 |  |   |       |   |  |   | 371   |   |  |   | 613    |  
|Other expenses (recoveries)                                    |  |   | 826    |   |  |   |      |   |  |   | (185   | )
|                                                               |  |   |        |   |  |   |       |   |  |   |        |  
|Earnings (loss) from continuing operations before income taxes |  | $ | 7,626  |   |  | $ | 1,355 |   |  | $ | (5,778 | )
|                                                               |  |   |        |   |  |   |       |   |  |   |        |  

Capital expenditures:

The following table contains capital expenditures for:



|       |  |                            |       |                            |   |                            |  |   |      
|------ |  | -------------------------- | ----- | -------------------------- | - | -------------------------- |  | - | -----
|       |  | Year endedDecember 31,2006 |       | Year endedDecember 31,2007 |   | Period endedJanuary 4,2009
|Mexico |  | $                          | 2,425 |                            | $ | 1,139                      |  | $ | 905  
|Canada |  |                            | 1,466 |                            |   | 1,077                      |  |   | 623  
|US     |  |                            | 506   |                            |   | 259                        |  |   | 1,249
|Asia   |  |                            |      |                            |   |                           |  |   | 68   
|       |  |                            |       |                            |   |                            |  |   |      
|Total  |  | $                          | 4,397 |                            | $ | 2,475                      |  | $ | 2,845
|       |  |                            |       |                            |   |                            |  |   |      

Assets:



|                      |  |                  |        |                |   |       
|--------------------- |  | ---------------- | ------ | -------------- | - | ------
|                      |  | December 31,2007 |        | January 4,2009
|Long-lived assets (a) |  |                  |        |                |   |       
|Mexico                |  | $                | 13,634 |                | $ | 12,460
|Canada                |  |                  | 2,770  |                |   | 2,491 
|US                    |  |                  | 5,891  |                |   | 1,747 
|Asia                  |  |                  |       |                |   | 45    
|                      |  |                  |        |                |   |       
|Total                 |  | $                | 22,295 |                | $ | 16,743
|                      |  |                  |        |                |   |       
|Total assets          |  |                  |        |                |   |       
|Mexico                |  | $                | 49,423 |                | $ | 41,227
|Canada                |  |                  | 20,338 |                |   | 29,433
|US                    |  |                  | 25,086 |                |   | 9,433 
|Asia                  |  |                  |       |                |   | 7,212 
|                      |  |                  |        |                |   |       
|Total                 |  | $                | 94,847 |                | $ | 87,305
|                      |  |                  |        |                |   |       



|(a) | Long-lived assets information is based on the principal location of the asset.
|--- | ------------------------------------------------------------------------------



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|13. | Segmented information  (Continued)
|--- | ----------------------------------



Geographic revenues:

The following table contains geographic revenues based on the product shipment destination:



|       |  |                            |         |                            |   |                            |  |   |        
|------ |  | -------------------------- | ------- | -------------------------- | - | -------------------------- |  | - | -------
|       |  | Year endedDecember 31,2006 |         | Year endedDecember 31,2007 |   | Period endedJanuary 4,2009
|US     |  | $                          | 188,338 |                            | $ | 126,788                    |  | $ | 105,853
|Canada |  |                            | 32,160  |                            |   | 89,592                     |  |   | 87,521 
|Europe |  |                            | 7,298   |                            |   | 5,830                      |  |   | 13,111 
|Asia   |  |                            | 1,890   |                            |   | 2,657                      |  |   | 28,507 
|Mexico |  |                            | 33,096  |                            |   | 31,541                     |  |   | 7,642  
|       |  |                            |         |                            |   |                            |  |   |        
|Total  |  | $                          | 262,782 |                            | $ | 256,408                    |  | $ | 242,634
|       |  |                            |         |                            |   |                            |  |   |        

Significant customers and concentration of credit risk

Sales of the Companys products are concentrated among specific customers in the same industry. The Company generally does not
require collateral. The Company is subject to concentrations of credit risk in trade receivables. The Company considers concentrations of credit risk in establishing the allowance for doubtful accounts and believes the recorded allowances are
adequate.

The Company expects to continue to depend upon a relatively small number of customers for a significant
percentage of its revenue. In addition to having a limited number of customers, the Company manufactures a limited number of products for each customer. If the Company loses any of its 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 future 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.

During the year ended December 31, 2006, three customers individually comprised 17%, 14% and 11% of total revenue across all
geographic segments. At December 31, 2006, these customers represented 17%, 2% and 17% of the Companys accounts receivable.

During the year ended December 31, 2007, three customers individually comprised 19%, 15% and 14% of total revenue across all geographic segments. At December 31, 2007 these customers represented 29%, 9% and
12% of the Companys accounts receivable.

During the period ended January 4, 2009, three customers individually
comprised 20%, 19% and 17% of total revenue across all geographic segments. At January 4, 2009, these customers represented 17%, 4% and 4% of the Companys accounts receivable.



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|14. | Commitments and contingencies
|--- | -----------------------------

Operating leases

The Company leases manufacturing equipment and office space under various non-cancellable operating leases. Minimum
future payments under non-cancellable operating lease agreements are as follows:



|           |  |   |       
|---------- |  | - | ------
|2009       |  | $ | 2,132 
|2010       |  |   | 2,154 
|2011       |  |   | 2,101 
|2012       |  |   | 1,786 
|2013       |  |   | 1,224 
|Thereafter |  |   | 918   
|           |  |   |       
|Total      |  | $ | 10,315
|           |  |   |       

Operating lease expense for the years ended December 31, 2006 and 2007 and the
period ended January 4, 2009 was $2,192, $1,988 and $2,080, respectively.

Certain of the Companys facility
leases include renewal options and normal escalation clauses. Renewal options are included in the lease term if reasonably assured. Escalation clauses are accounted for on a straight-line basis over the lease term. The Company has posted a letter of
credit in the amount of $450 in favour of a facility landlord.

Purchase Obligations

Purchase obligations not recorded on the balance sheet as at January 4, 2009 consist of insurance installments of $148 to be paid
during calendar year 2009. As at December 31, 2007, purchase obligations not recorded on the balance sheet consist of insurance installments of $227 to be paid during calendar year 2008.

Contingencies

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

In 2007, a lawsuit was commenced against SMTC Corporation and certain of its subsidiaries in the United States
Bankruptcy Court for the Western District of Texas Austin Division by Ronald E. Ingalls, Chapter 7 Trustee, who claims that SMTC Manufacturing Corporation of Texas made fraudulent transfers of assets to certain subsidiaries of the Company despite
having had reasonable cause to believe that it was insolvent. Management believes that the allegations in these claims are without merit and intends to defend against them vigorously. However, there can be no assurance that the outcome of the
litigation will be favorable to the Company or will not have a material adverse impact on the Companys financial position or liquidity.



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##### Table of Contents

SMTC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Expressed in thousands of US.
dollars, except numbers of shares and per share amounts)



|15. | Derivative Financial Instruments
|--- | --------------------------------

During the period ended January 4, 2009 the Company entered into forward foreign exchange contracts to reduce its exposure to foreign exchange currency rate changes related to forecasted Canadian dollar denominated payroll, rent and
utility cash flows in the first quarter of fiscal 2009. These contracts were effective as hedges from an economic perspective, but were not designated as hedges for accounting purposes under SFAS 133. Accordingly, changes in the fair value of these
contracts were recognized in the consolidated statement of operations and comprehensive income. The Company does not enter into forward foreign exchange contracts for trading or speculative purposes.

As of January 4, 2009, forward foreign exchange contracts with an aggregate exercise value of $3,598 were outstanding, and are to be
settled between January 9, 2009 and April 3, 2009 at a forward rate of USD $1.00 = CAD $1.268. The unrealized gain recognized in earnings as a result of revaluing the instruments to fair value on January 4, 2009 was $185 which
was included in other expense (recovery) in the statement of operations and comprehensive income and accounts receivable on the balance sheet. Fair value was determined using the market approach with quoted prices in active markets for identical
assets.

There were no derivative instruments outstanding at December 31, 2007.



|16. | Subsequent Events
|--- | -----------------

On March 6,
2009 the Company announced that the Boston facility will be closed. Restructuring charges associated with the closure, including severance and contract termination costs will be recorded in fiscal 2009.



F-36