UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE TRANSITION PERIOD FROM TO |
COMMISSION FILE NUMBER
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |
(I.R.S. EMPLOYER IDENTIFICATION NO.) |
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an “emerging growth company”. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
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Non-accelerated filer ☐ |
Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 5, 2020, SMTC Corporation had
SMTC CORPORATION
Table of Contents
2
Part I FINANCIAL INFORMATION
Item 1 Financial Statements
Interim Consolidated Balance Sheets:
(Expressed in thousands of U.S. dollars)
(Unaudited)
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September 27, 2020 |
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December 29, 2019 |
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Assets |
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Current assets: |
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Cash |
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$ |
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$ |
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Accounts receivable — net (note 3) |
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Unbilled contract assets (note 3) |
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Inventories (note 3) |
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Prepaid expenses and other assets |
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Derivative assets (note 9) |
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— |
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Income taxes receivable |
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— |
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Total current assets |
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Property, plant and equipment — net (note 3) |
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Operating lease right of use assets — net |
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Goodwill (note 3) |
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Intangible assets — net (note 3) |
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Deferred income taxes — net |
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Deferred financing costs — net |
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Total assets |
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$ |
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$ |
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Liabilities and Shareholders’ Equity |
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Current liabilities: |
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Revolving credit facility (note 4) |
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$ |
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$ |
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Accounts payable |
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Accrued liabilities (note 3) |
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Warrant liability (note 4) |
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Restructuring liability (note 10) |
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Income taxes payable |
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Current portion of long-term debt (note 4) |
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Current portion of operating lease obligations |
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Current portion of finance lease obligations |
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Total current liabilities |
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Long-term debt (note 4) |
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Operating lease obligations |
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Finance lease obligations |
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Total liabilities |
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Shareholders’ equity: |
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Capital stock (note 5) |
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Additional paid-in capital |
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Deficit |
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Total liabilities and shareholders’ equity |
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$ |
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$ |
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Commitments (note 11)
See accompanying notes to interim consolidated financial statements.
3
Interim Consolidated Statements of Operations and Comprehensive Income (loss)
(Expressed in thousands of U.S. dollars, except number of shares and per share amounts)
(Unaudited)
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Three months ended |
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Nine months ended |
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September 27, 2020 |
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September 29, 2019 |
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September 27, 2020 |
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September 29, 2019 |
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Revenue (note 3) |
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$ |
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$ |
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$ |
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$ |
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Cost of sales (note 9) |
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Gross profit |
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Selling, general and administrative expenses |
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Change in fair value of contingent consideration |
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— |
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— |
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— |
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Restructuring charges (notes 3 and 10) |
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Operating income |
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Fair value measurement loss (gain) on warrant liability (note 4) |
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Interest expense (note 3) |
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Net income(loss) before income taxes |
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Income tax expense (recovery) (note 6): |
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Current |
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Deferred |
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Net income (loss) and comprehensive income (loss) |
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( |
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Net income (loss) per share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average number of shares outstanding (note 7): |
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Basic |
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Diluted |
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See accompanying notes to interim consolidated financial statements.
4
Interim Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in thousands of U.S. dollars)
Three months ended September 27, 2020
(Unaudited)
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Common Shares |
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Capital stock |
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Additional paid-in capital |
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Deficit |
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Total Shareholders’ equity |
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Balance, June 28, 2020 |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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Balance, September 27, 2020 |
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Three months ended September 29, 2019
(Unaudited)
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Common Shares |
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Capital stock |
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Additional paid-in capital |
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Deficit |
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Total Shareholders’ equity |
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Balance, June 30, 2019 |
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$ |
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$ |
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$ |
( |
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$ |
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RSU vested and stock options exercised |
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— |
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Treasury stock |
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— |
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( |
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— |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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Balance, September 29, 2019 |
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$ |
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$ |
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$ |
( |
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$ |
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See accompanying notes to interim consolidated financial statements.
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Nine months ended September 27, 2020 |
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Common Shares |
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Capital stock |
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Additional paid-in capital |
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Deficit |
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Total Shareholders’ equity |
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Balance, December 29, 2019 |
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$ |
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$ |
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$ |
( |
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$ |
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RSU vested and stock options exercised |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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Balance, September 27, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
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Nine months ended September 29, 2019 |
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Common Shares |
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Capital stock |
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Additional paid-in capital |
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Deficit |
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Total Shareholders’ equity |
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Balance, December 30, 2018 |
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$ |
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$ |
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$ |
( |
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$ |
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RSU vested and stock options exercised |
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— |
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Treasury stock |
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— |
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( |
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— |
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Issuance of common shares from rights offering |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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Balance, September 29, 2019 |
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$ |
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$ |
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$ |
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$ |
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5
Interim Consolidated Statements of Cash Flows
(Expressed in thousands of U.S. dollars)
(Unaudited)
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Nine months ended |
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September 27, 2020 |
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September 29, 2019 |
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Cash provided by (used in): |
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Operations: |
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Net income (loss) |
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$ |
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$ |
( |
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Items not involving cash: |
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Depreciation of property, plant and equipment |
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Amortization of intangible assets |
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Unrealized foreign exchange gain on unsettled forward exchange contracts |
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( |
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— |
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Write down of property, plant and equipment |
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— |
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Deferred income taxes expense (recovery) |
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( |
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Amortization of deferred financing fees and debt insurance costs |
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Stock-based compensation |
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Change in fair value of warrant liability |
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Change in fair value of contingent consideration |
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— |
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( |
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Change in non-cash operating working capital: |
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Accounts receivable |
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( |
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Unbilled contract assets |
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( |
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( |
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Inventories |
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( |
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Prepaid expenses and other assets |
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( |
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Income taxes receivable/payable |
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( |
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( |
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Accounts payable |
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( |
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Accrued liabilities |
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( |
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Restructuring liability |
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( |
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Net change in operating lease right of use asset and liability |
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Financing: |
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Repayments (borrowing) of revolving credit facility |
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( |
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Repayment of long-term debt |
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( |
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( |
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Deferred financing fees |
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( |
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( |
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Principal repayments of finance lease obligations |
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( |
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( |
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Proceeds from issuance of common stock through exercise of stock options |
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— |
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Proceeds from issuance of common stock through rights offerings |
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— |
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( |
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( |
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Investing: |
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Purchase of property, plant and equipment |
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( |
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( |
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( |
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( |
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Decrease in cash |
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( |
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( |
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Cash, beginning of period |
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Cash, end of the period |
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$ |
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$ |
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Supplemental Information |
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Cash interest paid |
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$ |
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$ |
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Increase in operating right of use assets |
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$ |
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$ |
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Property, plant and equipment acquired through capital lease |
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$ |
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$ |
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Property, plant and equipment acquired that was unpaid in cash and included in accounts payable and accrued liabilities |
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$ |
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$ |
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See accompanying notes to interim consolidated financial statements.
6
Unaudited Notes to Interim Consolidated Financial Statements
(in thousands)
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1. |
Business and Basis of Presentation |
Background
SMTC Corporation (the “Company,” “we,” “our,” or “SMTC”) is a provider of end-to-end electronics manufacturing services (“EMS”), including product design and engineering services, printed circuit board assembly (“PCBA”), production, enclosure, cable assembly, precision metal fabrication, systems integration and comprehensive testing services, configuration to order (“CTO”), build to order (“BTO”) and direct order fulfillment (“DOF”). SMTC has more than
Basis of Presentation
The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with the accounting principles and methods of application disclosed in the audited consolidated financial statements within the Company’s Form 10-K for the fiscal period ended December 29, 2019, (“Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2020. The accompanying unaudited interim consolidated financial statements include adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair statement of the consolidated financial statements under generally accepted accounting principles in the United States (“U.S. GAAP”). These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements contained in the Company’s Form 10-K. The consolidated balance sheet at December 29, 2019 was derived from the audited annual consolidated financial statements, but does not contain all of the footnote disclosures from the annual consolidated financial statements.
The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Due to the COVID-19 pandemic, the global economy and financial markets have been disrupted and there continues to be significant uncertainty about the length and severity of the consequences caused by the pandemic. Consequently, actual results could differ materially from these estimates and be significantly affected by the severity and duration of the pandemic, the extent of actions to contain or treat COVID-19, how quickly and to what extent normal economic and operating activity can resume, and the severity and duration of the global economic downturn that results from the pandemic.
Unless otherwise specified or the context requires otherwise, all statements in these notes to the interim consolidated financial statements regarding financial figures are expressed in thousands of U.S. dollars.
As at September 27, 2020, the additional funds available to borrow under our PNC Facility (as described and defined in note 4 below) after deducting the current borrowing base conditions and subject to debt covenants, should the Company require additional funding during the COVID-19 pandemic, was $
Transition of China Manufacturing
During the fourth quarter of 2019, we ceased manufacturing in China and began to relocate the equipment used at our Dongguan manufacturing facility to our other North American sites. During the first quarter of 2020, we completed final shipments for customers serviced at our Chinese manufacturing facility and the relocation of that equipment. Customer concerns about uncertainties relating to the prolonged impact of tariffs and macro-economic factors caused a number of our customers to begin to re-evaluate demand for some of their products and reconsider where they outsource their manufacturing. These factors ultimately resulted in the decision to close the manufacturing facility. The closure of the Dongguan facility was substantially completed as at September 27, 2020 with final deregistration steps expected to be completed during the fourth quarter of 2020.
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Accounting Pronouncements |
Recent Accounting Pronouncements Adopted
In August 2018, the FASB published ASU 2018-13: Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendment includes the removal, modification and addition of disclosure requirements under Topic 820. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The impact of the adoption of the standard expands the disclosure of certain assets and liabilities recorded at fair value.
In March 2020, the FASB published ASU 2020-04: Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this update are elective and provide optional guidance for a limited period of
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time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this Update are effective for all entities as of March 12, 2020, through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in this Update must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. The impact of the adoption of the standard is not material to the Company, as alternative reference rates are available under the agreements governing the financial instruments.
Recent Accounting Pronouncements Not Yet Adopted
In May 2016, the FASB published ASU 2016-13: Financial Instruments – Credit losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The main objective of Topic 326 is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this update replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In April 2019, the FASB published ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments – Credit Losses, which made certain amendments and corrections to the original codification. In May 2019, the FASB published ASU 2019-05 Financial Instruments – Credit losses (Topic 326) which made transitional relief available, specifically allowing the option to elect a fair value option for financial instruments measured at amortized cost. In November 2019, the FASB published ASU 2019-11 Codification Improvements to Topic 326, Financial Instruments – Credit losses, which made certain amendments and corrections to the original codification. In November 2019, the FASB published ASU 2019-10 Financial Instruments – Credit losses (Topic 326), which made certain amendments to the effective dates of the new standard. The amendment is effective for the Company for years beginning after December 15, 2022 including interim periods with those years. On March 9, 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-03 Codification Improvements to Financial Instruments. The Company is currently evaluating the impact of this accounting standard, but it is expected that the new standard may result in additional credit losses being recorded.
In January 2017, the FASB published ASU 2017-04: Intangibles – Goodwill and Other (Topic 350): Topic 350 seeks to simplify goodwill impairment testing requirements for public entities. Under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The FASB also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company is currently evaluating the impact of this accounting standard. However, it is expected that this may reduce the complexity of evaluating goodwill for impairment.
In December 2019, the FASB published ASU 2019-12: Income Taxes (Topic 740): Simplifying the Accounting for income taxes. The purpose of this codification is to simplify the accounting for income taxes, which addresses a number of topics including but not limited to the removal of certain exceptions currently included in the standard related to intraperiod allocation when there are losses, in addition to calculation of income taxes when current year-to-date losses exceed anticipated loss for the year. The amendment also simplifies accounting for certain franchise taxes and disclosure of the effect of enacted change in tax laws or rates. Topic 740 is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The impact of the adoption of the standard has not yet been determined and is being evaluated.
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Interim Consolidated financial statement details |
The following consolidated financial statement details are presented as of the period ended for the consolidated balance sheets and for the periods ended for each of the consolidated statements of operations and comprehensive income (loss).
Consolidated Balance Sheets
Accounts receivable – net:
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September 27, 2020 |
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December 29, 2019 |
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Trade accounts receivable |
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$ |
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$ |
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