Quarterly report pursuant to Section 13 or 15(d)

Note 5 - Capital Stock

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Note 5 - Capital Stock
 9 Months Ended
Sep. 30, 2012
Stockholders' Equity Note Disclosure [Text Block]
5.        Capital stock

Common shares

Authorized share capital:

The authorized share capital of the Company at September 30, 2012 and January 1, 2012 consisted of:

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

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

Issued and outstanding:

The issued and outstanding number of common shares included in shareholders’ equity consisted of the following as of September 30, 2012:

   
Number
of shares
    $  
Common Stock
             
Exchangeable shares:
             
Balance at beginning of the nine month period
    554,748     $ 5,249  
Shares retired pursuant to:
               
Conversion to common stock
    (554,748 )     (5,249 )
Balance at end of the period
    —     $ —  
Common shares:
               
Balance at beginning of the nine month period
    15,651,026     $ 382  
Shares issued pursuant to:
               
Exercise of stock options
    128,132       1  
Conversion of exchangeable shares
    554,748       6  
Balance at end of the period
    16,333,906     $ 389  
Special voting stock:
               
Balance at beginning of the nine month period
    1     $ —  
Balance at end of the period
    1     $ —  
Total Common stock
    16,333,907     $ 389  

Exchangeable shares:

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

Stock options

For information regarding the Company’s stock option arrangements, see Note 6 of Form 10-K. During the three and nine month periods ended September 30, 2012, 350,000 options were granted to employees. The Company generally issues new shares when options are exercised. A summary of stock option activity for the nine month period ended September 30, 2012 is as follows:

   
Number
of options
   
Weighted
average
exercise
price
   
Aggregate
intrinsic
value
   
Weighted
average
remaining
contractual
term (years)
 
Outstanding at January 1, 2012
    1,202,826     $ 2.82              
Options granted
    350,000     $ 3.11              
Options exercised
    (128,132 )   $ 1.35              
Options forfeited or cancelled
    (13,600 )   $ 22.83              
Outstanding at September 30, 2012
    1,411,094     $ 2.80     $ 509       4.0  
Exercisable at September 30, 2012
    220,262     $ 2.15     $ 25       2.8  

The estimated fair value of options is determined using the Black-Scholes option pricing model and is amortized over the vesting period 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 computation of expected volatility is based on the Company’s historical volatility from its traded common stock over the expected term of the option grants. The interest rate for periods within the expected term of the award is based on the U.S. Treasury yield curve in effect at the time of grant.  The following weighted average assumptions were used in calculating the estimated fair value of options used to compute stock-based compensation expenses:

   
Period ended
September 30,
2012
 
Black-Scholes weighted-average assumptions
     
Expected dividend yield
    0.0 %
Expected volatility
    83.0 %
Risk-free interest rate
    0.5 %
Expected option life in years
    4.0  
         
Weighted-average stock option fair value per option granted
  $ 1.86  

During the three month periods ended September 30, 2012 and October 2, 2011, the Company recorded stock-based compensation expense and a corresponding increase in additional paid-in capital of $55 and $27, respectively. During the nine  month periods ended September 30, 2012 and October 2, 2011, the Company recorded stock-based compensation expense and a corresponding increase in additional paid-in capital of $257 and $117, respectively. At September 30, 2012, compensation expense of $1,240 related to non-vested stock options had not been recognized.

Deferred share units

In previous periods, Deferred Share Units were granted to directors and the former Chief Executive Officer of the Company as remuneration. No deferred share units were granted in the three or nine months ended September 30, 2012 or October 2, 2011. There were no deferred share units outstanding at either January 1, 2012 or September 30, 2012. Cash payments of $128 were made for 46,688 deferred share units during the nine months ended October 2, 2011. There were no cash payments made during the three or nine months ended September 30, 2012 or the three months ended October 2, 2011.

Deferred Share Unit compensation recovery for the nine months ended October 2, 2011 was $21 reflecting mark-to-market adjustments.   There will be no further Deferred Share Unit compensation recoveries or expenses subsequent to the first quarter of 2011 since there are no deferred share units outstanding.