FORM 40-F


 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 40-F

 

 

 

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934.

 

x ANNUAL REPORT PURSUANT TO SECTION 13(a) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: March 31, 2012

Commission File Number: 001-34798

 

 

SMART TECHNOLOGIES INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Alberta, Canada   3577   Not applicable

(Province or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

3636 Research Road N.W.

Calgary, Alberta Canada T2L 1Y1

(403) 245-0333

(Address and telephone number of Registrant’s principal executive offices)

SMART Technologies Corporation

1655 North Fort Myer Dr., Suite 1120

Arlington, VA 22209

(866) 766-6927

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

 

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class

 

Name of each exchange on which registered

Class A Subordinate Voting Shares

Class B Shares

 

NASDAQ Global Select Market

Not Listed

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

 

 

For Annual Reports indicate by check mark the information filed with this Form:

 

x Annual information form   x Audited annual financial statements

 

 

 


Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

There were 41,981,110 Class A Subordinate Voting Shares, 79,464,195 Class B Shares and no Preferred Shares outstanding as of March 31, 2012.

Indicate by check mark whether the Registrant filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, please indicate the filing number assigned to the Registrant in connection with such Rule.

Yes   ¨     No   x

Indicate by check mark whether the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Exchange Act 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 filing requirements for the past 90 days.

Yes   x     No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes   x     No   ¨


ANNUAL INFORMATION FORM; MANAGEMENT’S DISCUSSION AND ANALYSIS AND AUDITED

ANNUAL FINANCIAL STATEMENTS

The Registrant’s Annual Information Form for the year ended March 31, 2012 is attached hereto as Exhibit 99.1 (the “ Annual Information Form ”), and is incorporated by reference herein. The Registrant’s Management’s Discussion and Analysis for the fiscal year ended March 31, 2012, is attached hereto as Exhibit 99.2 (the “ MD&A ”) and is incorporated by reference herein. The Registrant’s audited annual financial statements for the fiscal year ended March 31, 2012, together with the auditors reports thereon, are attached hereto as Exhibit 99.3 (the “ Financial Statements ”), and are incorporated by reference herein.

CERTIFICATIONS AND DISCLOSURE REGARDING CONTROLS AND PROCEDURES

Certifications . See Exhibits 99.4, 99.5, 99.6, 99.7 and 99.8 to this Annual Report on Form 40-F.

Disclosure Controls and Procedures . The required disclosure is included in the section entitled “Disclosure Controls and Procedures and Internal Controls – Disclosure Controls and Procedures” contained in the MD&A.

Management’s Annual Report on Internal Control Over Financial Reporting and Attestation Report of the Registered Public Accounting Firm . The required disclosure is included in the section entitled “Disclosure Controls and Procedures & Internal Controls – Management’s Report on Internal Control Over Financial Reporting” contained in the MD&A. The attestation report of KPMG LLP (“KPMG”) is included in KPMG’s report, dated May 17, 2012, to the shareholders of the Registrant, which is included in the Financial Statements.

Changes in Internal Control Over Financial Reporting . During the fiscal year ended March 31, 2012, there were no changes in the Registrant’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

NOTICES PURSUANT TO REGULATION BTR

None.

IDENTIFICATION OF THE AUDIT COMMITTEE

The Registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the audit committee are: Michael J. Mueller, Robert C. Hagerty and David B. Sutcliffe.

AUDIT COMMITTEE FINANCIAL EXPERT

The board of directors of the Registrant has determined that Michael J. Mueller, a member of the Registrant’s audit committee, qualifies as an audit committee financial expert for purposes of paragraph (8) of General Instruction B to Form 40-F. The board of directors has further determined that each of Michael J. Mueller, Robert C. Hagerty and David B. Sutcliffe is independent, as that term is defined by NASDAQ’s corporate governance standards applicable to the Registrant. The Commission has indicated that the designation of Michael J. Mueller as an


audit committee financial expert does not make him an “expert” for any purpose, impose any duties, obligations or liabilities on him that are greater than those imposed on members of the audit committee and the board of directors who do not carry this designation or affect the duties, obligations or liabilities of any other member of the audit committee or the board of directors.

CODE OF ETHICS

The registrant has adopted a Code of Conduct applicable to all directors and employees of the registrant. The Chief Executive Officer of the registrant (“CEO”) and all senior financial officers, including the Chief Financial Officer and principal accounting officer of the registrant, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Conduct, the registrant has adopted a code of ethics applicable to the CEO and senior financial officers. The full text of the Code of Conduct and the Code of Ethics is available on our website at www.smarttech.com .

ADDITIONAL DISCLOSURE

Certain disclosure regarding the corporate governance practices of the Registrant, including disclosure of principal accountant fees and services and pre-approval policies and procedures, is included in the Annual Information Form. Disclosure regarding the Registrant’s contractual obligations and off-balance sheet arrangements is included in the MD&A.

SUMMARY OF SIGNIFICANT DIFFERENCES FROM NASDAQ CORPORATE GOVERNANCE STANDARDS

A summary of the significant ways in which our corporate governance practices differ from those required to be followed by U.S. domestic issuers under NASDAQ’s corporate governance standards is available on the Registrant’s website at www.smarttech.com .


UNDERTAKING

Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.


SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: June 22, 2012     SMART TECHNOLOGIES INC.
    By:   /s/ G.A. (Drew) Fitch
      Name: G.A. (Drew) Fitch
      Title: Vice President, Finance and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit

  

Description

99.1    Annual Information Form for the year ended March 31, 2012.
99.2    Management’s Discussion and Analysis.
99.3    Consolidated Financial Statements of SMART Technologies Inc., including the Auditors’ Reports.
99.4    Consent of Independent Registered Public Accounting Firm.
99.5    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
99.6    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
99.7    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
99.8    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
101    Interactive Data File
Table of Contents

Exhibit 99.1

SMART Technologies Inc.

ANNUAL INFORMATION FORM

For the fiscal year ended

March 31, 2012

Date: June 22, 2012


Table of Contents

Table of Contents

 

GENERAL INTERPRETATION MATTERS

     3   

CORPORATE STRUCTURE

     4   

GENERAL DEVELOPMENT OF THE BUSINESS

     5   

DESCRIPTION OF THE BUSINESS

     8   

C OMPANY O VERVIEW

     8   

I NDUSTRY B ACKGROUND

     8   

C USTOMERS

     10   

P RODUCTS AND S OLUTIONS

     11   

C OMPETITION

     15   

S ALES AND D ISTRIBUTION

     16   

P RODUCTION

     17   

F ACILITIES

     17   

I NTELLECTUAL P ROPERTY

     17   

E MPLOYEES

     18   

2010 C ORPORATE R EORGANIZATION

     18   

R ISK F ACTORS

     19   

DIVIDEND POLICY

     19   

DESCRIPTION OF CAPITAL STRUCTURE

     19   

C LASS   A S UBORDINATE V OTING S HARES AND C LASS B S HARES

     19   

P REFERRED S HARES

     21   

MARKET FOR SECURITIES

     22   

DIRECTORS AND OFFICERS

     22   

N AME , O CCUPATION AND S ECURITY H OLDINGS

     22   

A DDITIONAL D ISCLOSURE FOR D IRECTORS AND O FFICERS

     24   

C ONFLICTS OF I NTEREST

     25   

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

     25   

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

     26   

TRANSFER AGENTS AND REGISTRARS

     28   

MATERIAL CONTRACTS

     28   

INTERESTS OF EXPERTS

     28   

AUDIT COMMITTEE

     28   

A UDIT C OMMITTEE C HARTER

     28   

C OMPOSITION OF THE A UDIT C OMMITTEE

     29   

R ELEVANT E DUCATION AND E XPERIENCE OF M EMBERS OF THE A UDIT C OMMITTEE

     29   

P RE -A PPROVAL P OLICIES AND P ROCEDURES

     30   

I NDEPENDENT A UDITOR S ERVICE F EES

     30   

ADDITIONAL INFORMATION

     31   

APPENDIX A – AUDIT COMMITTEE CHARTER

     32   


Table of Contents

General Interpretation Matters

Unless the context otherwise requires, all references to the “Company,” “SMART,” “SMART Technologies,” “we,” “our,” “us” or similar terms refers to SMART Technologies Inc. and its subsidiaries. Because our fiscal year ends on March 31, references to a fiscal year refer to the fiscal year ended March 31 of the same calendar year. For example, when we refer to fiscal 2012, we mean our fiscal year ended March 31, 2012. All references to “$” and “dollars” in this Annual Information Form (“AIF”) mean United States (“U.S.”) dollars, unless otherwise indicated.

Special Note Regarding Forward-Looking Statements and Industry Data

Some of the statements in this AIF may include forward-looking statements that reflect our current views with respect to future events and financial performance. These statements include forward-looking statements both with respect to us specifically and to the technology product industry and business, demographic and other matters in general. Statements that include the words “expanding,” “expect,” “increase,” “intend,” “plan,” “believe,” “project,” “estimate,” “anticipate,” “may,” “will,” “continue,” “further,” “seek” and similar words or statements of a future or forward-looking nature identify forward-looking statements for purposes of the applicable securities laws or otherwise.

All forward-looking statements address matters that involve risks, uncertainties and assumptions. Accordingly, there are or will be important factors and assumptions that could cause our actual results and other circumstances and events to differ materially from those indicated in these statements. We believe that these factors and assumptions include, but are not limited to, the following:

 

   

Competition in our industry

 

   

Reduced spending by our customers due to changes in the spending policies or budget priorities for government funding

 

   

Our ability to successfully execute our strategy to grow in the business and government markets

 

   

Our ability to grow our sales in foreign markets

 

   

Our ability to enhance current products and develop and introduce new products

 

   

The development of the market for interactive learning and collaboration products

 

   

Possible changes in the demand for our products

 

   

Our ability to maintain sales in developed markets that are more saturated

 

   

The potential negative impact of product defects

 

   

Our ability to successfully obtain patents or registration for other intellectual property rights or protect, maintain and enforce such rights

 

   

Third-party claims of infringement or violation of, or other conflicts with, intellectual property rights by us

 

   

Our ability to manage our business operations to create and sustain future growth effectively

 

   

Our ability to protect our brand

 

   

Our ability to obtain components and products from suppliers on a timely basis and on favorable terms

 

   

The reliability of component supply and product assembly and logistical services provided by third parties

 

   

Our ability to establish new relationships and to build on our existing relationships with our dealers and distributors

 

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Our ability to manage risks inherent in foreign operations

 

   

The potential of increased costs related to future restructuring and related charges

 

   

Our ability to integrate the operations of the various businesses we acquire

 

   

The potential negative impact of system failures or cyber security attacks

 

   

Our ability to manage, defend and settle litigation

 

   

Our ability to manage cash flow, foreign exchange risk and working capital

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. The foregoing list should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in this AIF, including “Risk Factors.” Although we believe that the assumptions inherent in the forward-looking statements contained in this AIF are reasonable, undue reliance should not be placed on these statements, which only apply as of the date hereof. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Unless otherwise indicated, information contained in this AIF concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share is based on information from independent industry organizations such as Futuresource Consulting Ltd. (“Futuresource”), other third-party sources (including industry publications, surveys and forecasts) and management estimates. The Futuresource report used in this AIF is the Interactive Whiteboards and Interactive Flat Panel Displays in the Education and Corporate Sectors: Quarterly Insight, Quarter 1, May 21, 2012. Interactive display in the Futuresource report collectively refers to the product categories of interactive whiteboards and interactive flat panels.

Unless otherwise indicated, management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us from such data and our knowledge of such industry and markets, which we believe to be reasonable. Our internal research has not been verified by any independent source, and we have not independently verified any third-party information. While we believe the market position, market opportunity and market share information included in this AIF is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by independent industry analysts and third-party sources and by us.

Corporate Structure

The Company was incorporated under the Business Corporations Act (Alberta) (“ABCA”), on June 11, 2007. On February 26, 2010, we changed our name from SMART Technologies (Holdings) Inc. to SMART Technologies Inc.

On May 13, 2010, our board of directors (the “Board of Directors”) approved a reorganization of the capital of the Company, described under “2010 Corporate Reorganization.” As part of this reorganization, SMART Technologies Inc. amalgamated with School Amalco Ltd. on June 8, 2010 to form an amalgamated corporation pursuant to the ABCA, which continued under the name SMART Technologies Inc.

Our principal executive office and registered office are located at 3636 Research Road NW, Calgary, Alberta, Canada, T2L 1Y1.

 

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Intercorporate Relationships

The Company has one direct material subsidiary, SMART Technologies ULC, which is wholly owned by the Company. With the exception of one non-material entity, SMART Technologies ULC is the parent company of our domestic and international subsidiaries, all of which are wholly owned, directly or indirectly, by SMART Technologies ULC.

Material subsidiaries of the Company include the following:

 

Name of Subsidiary

  

Ownership

  

Jurisdiction of Incorporation or
Organization

SMART Technologies ULC

   Direct    Alberta, Canada

SMART Technologies Corporation

   Indirect    Delaware, U.S.

SMART Bricks and Mortar Inc.

   Indirect    Alberta, Canada

SMART Technologies NW Holdings Limited

   Indirect    New Zealand

General Development of the Business

Since the Company was co-founded in 1987 by David Martin and Nancy Knowlton, our Chairman and Vice Chair, respectively, SMART Technologies has become the leading provider of collaboration solutions that change the way the world works and learns and is the global leader in the interactive display product category.

Product and business developments that have influenced the general development of the Company’s business over the last three fiscal years are as follows:

Fiscal 2012

In August 2011, we announced the transfer of the remainder of our interactive display assembly operations from our leased facility in Ottawa, Canada, to existing contract manufacturers. This decision reflected our ongoing strategy to reduce costs in all areas of our operations. The transition was completed by March 31, 2012.

Our Board of Directors approved a share repurchase program and normal course issuer bid for the purchase and cancellation of up to 4,000,000 of our Class A Subordinate Voting Shares in August 2011. By March 31, 2012, we had repurchased for cancellation 2,327,486 Class A Subordinate Voting Shares at an average price of $4.19 per share for a total purchase price of $9.8 million.

In July 2011, we entered into an agreement with a contract manufacturer to assemble SMART Board ® interactive whiteboards in China, for customers in the Asia region and Russia.

The Company also made significant debt repayments in fiscal 2012. During fiscal 2012, the remaining balance of $45.0 million of the Second lien facility was repaid.

In fiscal 2012, SMART introduced the following new product offerings and features:

 

   

Fifth-generation interactive whiteboard system – The new interactive whiteboard system features the ultra-short-throw standard SMART UF75 or widescreen SMART UF75w projectors and is available with the SMART Board 400i, 600i and 800i series. Launched spring 2011.

 

   

SMART Podium™ 500 series interactive pen display – The display provides the functionality of a SMART Board interactive whiteboard, optimized for individual use, and enables business users and educators to turn any work area or classroom into an interactive collaboration space. Launched fall 2011.

 

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Four new models of collaboration systems for business (the SMART Board 885ixe, 885ie, 880ie and 8070ie appliance-based interactive displays) – These systems offer users the full functionality of writing on an interactive whiteboard, browsing the Web, viewing PDF files and engaging in remote and local collaboration without the need for a dedicated in-room computer. A built-in appliance in each of the systems provides an intuitive, walk-up-and-use experience, enabling users to quickly start their meetings. Launched fall 2011.

 

   

SMART Board interactive overlay – The overlay can be added to numerous LCD or plasma flat-panel displays to enable touch and ink interactivity. Features SMART’s patented DViT ® (Digital Vision Touch) technology. Launched fall 2011.

 

   

SMART Notebook 11 collaborative learning software – Version 11 offers new features for enhanced interactivity, creativity and efficiency. Launched spring 2012.

 

   

LightRaise 40wi interactive projector – The LightRaise projector is a pen-enabled, ultra-short-throw projector that can turn nearly any surface into an interactive learning space. The projector offers educators an affordable option for making classrooms interactive. It can produce screen sizes up to 100” (254 cm) in a widescreen format, making it a flexible product for nearly any classroom or collaboration space. Launched spring 2012.

 

   

Freestorm visual collaboration solutions, a set of comprehensive business products that combines industry-leading interactive displays, powerful collaboration software and dispersed collaboration options. In addition to the four new models of interactive displays listed above, the Freestorm systems can include the following:

 

   

SMART Board 8055i interactive flat panel – A commercial-grade, high-definition LCD flat-panel, the 8055i is the first large-format interactive display with presence detection. Its multitouch surface supports freestyle interaction, touch gestures and object awareness. The pen, ink controls, eraser, volume control and input selection are all easily accessible on the front of the display. Available summer 2012.

 

   

SMART Meeting Pro 3.0 software – New features include integration with Microsoft ® Exchange for access to meeting productivity tools, such as a meeting progress bar, an extend-meeting function, e-mail distribution and a business content gallery. It also includes a new SMART Ink, which enables users to write directly into applications that support inking tools and to display smoother writing. Launched spring 2012.

 

   

Bridgit ® 4.5 conferencing software – New features include the ability to resize video windows and viewer screens to suit the remote participant’s screen resolution or size and to automatically join meetings through SMART Meeting Pro. The software also includes features that enable remote participants to virtually knock to join a meeting and raise their hand to ask questions without disrupting the flow of the meeting. Existing features include multitouch support, two-way inking and the ability for remote users to see multiple shared screens. Launched spring 2012.

Fiscal 2011

As part of our strategy to expand our market position in optical touch technology, we acquired Next Holdings Limited (“NextWindow”) on April 21, 2010. NextWindow designs and manufactures components for optical touch screens for integration into electronic displays, including PC displays. We are integrating NextWindow’s technologies with ours to accelerate innovation in our interactive displays. The acquisition consideration for NextWindow was $82.0 million, including $8.0 million of cash held by NextWindow at the date of acquisition.

On May 13, 2010, in preparation for our initial public offering (“IPO”), our Board of Directors approved a reorganization of the capital of the Company that we refer to as the “2010 Reorganization.” Through a series of

 

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transactions, the 2010 Reorganization resulted in the repayment of $8.0 million of the shareholder note payable and the effective conversion of the shareholder note payable and cumulative preferred shares, together with all accrued interest and accumulated dividends thereon, as well as all our other outstanding shares into Class B Shares, Class A Subordinate Voting Shares and Preferred Shares. The 2010 Reorganization was completed prior to and in conjunction with the closing of our IPO on July 20, 2010. At this time, the newly created Preferred Shares were converted into Class B Shares and Class A Subordinate Voting Shares and are therefore no longer outstanding.

On July 20, 2010, we completed our IPO and issued 8,800,000 Class A Subordinate Voting Shares resulting in proceeds to us of $134.3 million net of underwriting commissions and other offering expenses. Concurrently, existing shareholders sold an aggregate of 30,030,000 Class A Subordinate Voting Shares in the IPO. We repaid $19.2 million of our term construction facility and $40.0 million of our unsecured term loan with proceeds from the IPO. In conjunction with our IPO, we implemented an Equity Incentive Plan that provides for the awarding of stock option grants, restricted share units and deferred share units to directors, officers, employees, consultants and service providers of SMART and its subsidiaries.

In December 2010, we entered into an agreement with a contract manufacturer in Mexico to assemble SMART Board interactive whiteboards for customers in the United States, the Caribbean and Latin America.

The Company also made significant debt repayments during fiscal 2011. In September 2010, the remaining balances of the unsecured term loan, the term construction facility and the construction loan were repaid in full. During the remainder of fiscal 2011, $55.0 million of our Second lien facility was repaid.

In fiscal 2011, SMART launched the following new product offerings and features:

 

   

SMART Board 400 series interactive whiteboard and interactive whiteboard systems – SMART’s entry-level interactive whiteboard line that uses SMART’s patented DViT technology

 

   

Fourth-generation SMART Board 600i series interactive whiteboard system – The latest generation of the 600i features an improved and easy-to-use extended control panel and the fully integrated SMART UF65 short-throw projector that is 3D-ready and has a longer lamp life

 

   

SMART Board 800 series interactive whiteboard, SMART Board 800i and 885ix interactive whiteboard systems for education – This new series of interactive whiteboards supports object awareness and multiuser writing and common multitouch gestures recognized in Microsoft Windows ® 7 and Mac Snow Leopard operating systems. The series incorporates SMART’s patented DViT technology. Five key accessories designed for the series integrate seamlessly to create a comprehensive mobile or fixed classroom product.

 

   

SMART Board 885ix interactive whiteboard system and SMART Board 8070i interactive display for business – These two products specifically target the business market. Like the 800 series above, they use SMART’s patented DViT technology and support object awareness, multiuser writing and multitouch gestures.

Fiscal 2010

In May 2009, SMART opened its new global headquarters in Calgary, Alberta. The 205,000 sq. ft. (19,000 m 2 ) building provides space for almost 1,000 employees and features 90 meeting and collaboration rooms equipped with SMART’s products.

Through the first six months of fiscal 2010, we continued to resolve issues remaining from the enterprise resource planning (“ERP”) system implementation in fiscal 2009. By the end of the second quarter of fiscal 2010, we had substantially resolved all material issues associated with the ERP system.

 

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In fiscal 2010, SMART launched several new product offerings and features:

 

   

SMART Board SBD600 series interactive whiteboard – This interactive whiteboard enables two users to move objects or write on its surface simultaneously

 

   

SMART Board 685ix interactive whiteboard system – A high-definition, high-performance collaboration tool with an ultra-short-throw projector that virtually eliminates shadows, glare and projector light in the eyes

 

   

SMART Podium ID422w interactive pen display – Adding to our line of interactive pen displays, the ID422w is our first widescreen version

 

   

SMART Slate™ WS200 wireless slate – SMART Slate enables teachers and students to interact with digital lessons projected on a screen, interactive whiteboard or flat panel or interactive pen display from anywhere in a classroom

 

   

SMART Response interactive response system – Several additions to this line were introduced in fiscal 2010 – SMART Response CE, LE, PE, XE and VE. These products enable students to engage in more interactive learning using handheld wireless remotes (or clickers), their own computers or browser-based devices, such as smartphones, iPad or iPod Touch.

Description of the Business

Company Overview

SMART Technologies Inc. is a leading provider of collaboration solutions that change the way the world works and learns. As the global leader in interactive whiteboards, our focus is on developing a variety of easy-to-use, integrated solutions that free people from their desks and computer screens, making collaboration and learning with digital resources more natural. Our products have transformed teaching and learning in more than two million classrooms worldwide, reaching over 40 million students and their teachers. In business, our Freestorm visual collaboration solutions improve the way that people work and collaborate, enabling them to be more productive and reduce costs.

At the core is SMART’s flagship interactive display with solutions specifically designed for both education and business. SMART’s collaborative learning solutions for education combine collaboration software with a comprehensive line of interactive displays and other complementary hardware, accessories and services that enhance learning in a variety of ways. SMART’s Freestorm visual collaboration solutions for business include a set of comprehensive business products that combine industry-leading interactive displays, powerful collaboration software and dispersed collaboration options.

We generate our revenue from the sale of these technology products and integrated solutions, including hardware, software and services. Our global expansion has led to our products being used in more than 175 countries worldwide through our distributor and dealer network to the education, business and government markets. Although we do not sell to them directly, we consider these end users to be our customers. We estimate that approximately 85% of our sales are to customers in the education market and the other 15% to customers in the business and government markets.

Industry Background

Interactive Displays

The interactive whiteboard involves the use of a large-format display that enables users to collaborate, control computer applications, write in digital ink and interact with information in real time. SMART pioneered the interactive whiteboard product category, selling the first interactive whiteboard in 1991. Since then, SMART has sold more than two million interactive whiteboards worldwide. As technology progressed over the last two

 

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decades, the interactive display product category has evolved to include a wide array of products. Our interactive displays include SMART Board interactive whiteboard systems and associated projectors, SMART Board interactive flat panels, appliance-based interactive displays, the SMART Board interactive overlay, the SMART Podium interactive pen display and the SMART Table ® interactive learning center.

As we define it, an interactive display enables teachers, students and meeting participants to view and interact with presentations and information in real time, both locally and remotely. Because of its network connectivity capability, interoperability with multiple related attachment solutions and central physical location, an interactive display can serve as the focal point for interaction and collaboration in classrooms, meeting rooms and even virtual spaces. In addition to being an important standalone collaboration tool, interactive displays can integrate with other technology, including unified communications and collaboration technology, and video, web and audio conferencing, to enable groups to work more efficiently, reduce travel costs and collaborate more effectively.

We believe that significant opportunities exist in the education and business and government markets for interactive displays and their related complementary products. According to Futuresource, business and government markets currently represent less than 11% of global interactive display sales. We believe that our products enable more effective meetings and increase efficiency in the enterprise.

The Education Market

The education market has been the most active in adopting interactive display solutions, most notably interactive whiteboards. In education from 2004 to 2011 inclusive, SMART led with over 45% interactive whiteboard category share, which is more than double its nearest competitor. We believe this success is a result of the benefits that SMART’s collaborative learning solutions provide to teachers, students and administrators, which include the following:

 

   

Fully integrated products comprising software, hardware and accessories

 

   

Proprietary touch technology that can facilitate multitouch interaction and enable one or more students to collaborate using a pen, finger or other objects (especially useful in early education or for making learning environments more accessible)

 

   

The ability to easily save, share and access digital lessons from anywhere using a web-based version of SMART’s whiteboarding application

 

   

A full family of interactive display hardware at a wide variety of price points

 

   

Products to support students who physically are in remote locations

 

   

Tools and resources to assist teachers in moving easily between a variety of activities and learning environments, creating more compelling lessons for students with a variety of learning styles

 

   

An online community where teachers can share their best content and practices, thus decreasing the demand on teacher planning and preparation time

Third-party research suggests that interactive whiteboards can positively affect student engagement, motivation, understanding and review processes and can accommodate students with different learning styles, including those with special needs. For instance, in one study in the United Kingdom, many students who had been taught using an interactive whiteboard over a two-year period made additional progress of up to 7.5 months, as measured by national test scores, compared with their peers who had not been taught with an interactive whiteboard.

In spite of declines in North American revenue related to funding constraints in the U.S. education market, we have seen revenue growth in other areas such as Europe, the Middle East and Africa and we believe that the opportunity for interactive displays in the education market is large considering that global penetration rates of

 

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interactive displays in the classroom are still low. Futuresource estimates that there are approximately 31 million teaching spaces in the world, with a global interactive display penetration rate of only 12% as of December 31, 2011. In addition, it estimates that most other large countries in Europe, Asia and Latin America currently have far lower penetration of interactive displays in classrooms than do the United States (44%) and the United Kingdom (80%). As such, we believe that these markets represent significant opportunities for future growth.

The Business and Government Markets

The business and government markets for interactive displays represent an attractive opportunity for SMART because of the desire of companies and government agencies to improve the quality of collaboration and enable a more effective and productive workforce. In meeting rooms, SMART solutions can help achieve the following:

 

   

Enhance brainstorming and collaboration by providing a real-time focal point upon which participants can share their ideas with the entire group of attendees, including those in remote locations

 

   

Add a tangible, interactive dimension to conferencing that enables attendees to visualize a situation or concept and make decisions based on that visualization

 

   

Save time and enhance productivity by enabling users to save and distribute their collective work product from a meeting without the inconsistencies and subjectivity that may result from individual note taking

 

   

Realize cost savings not only by reducing travel needs, but also by improving internal communication and team building

 

   

Enable participants to access digital files and use applications in real time

In business training rooms, interactive displays can offer benefits similar to those in classrooms.

Currently, there is a low adoption rate for interactive displays in the business and government markets. We believe that a substantial opportunity exists in these markets, especially for integrated, interactive flat panels and other related collaboration solutions tailored to the needs of this market. With a combination of powerful, easy-to-use software, an interactive display becomes the focal point of meeting or training rooms.

Touch Technology Currently Being Adopted Beyond Interactive Whiteboards

Interactive finger touch is now a mainstream user expectation when it comes to digital displays. This expectation has been demonstrated with the excitement that new touch screen smartphones and tablets, such as Apple’s iPad, generate upon their launch. Many technology manufacturers are including and introducing interactive touch in their product offerings (such as desktop computers, laptops, notebooks, small-format displays, tablets and mobile phones) to differentiate their products and cater to this new user expectation. In addition, interactive touch is being incorporated into a broader range of products, such as digital retail signage, directories and kiosks. Similarly, gesture-based interactive technology is also gaining in popularity due to console gaming systems.

Customers

We currently sell our interactive displays through our reseller network to the education, business and government markets. Although we do not sell to these end users directly, we consider them to be our customers. We estimate that the education market accounted for approximately 85% of our revenue in fiscal 2012, while the business and government markets accounted for the remainder of our revenue. In addition, we currently sell our optical touch components to manufacturers that seek to bring to market interactive touch products beyond interactive displays.

Education – Examples of our customers in the education sector include North American educators at the New York City Board of Education, the Orange County Department of Education and Ohio State University. International customers in the education sector include the Federal State of Hamburg, Germany, the Mexican Secretariat of Public Education and the Latin American Educational Communication Institute. Futuresource

 

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estimates that 44% of all U.S. classrooms have interactive displays and that our market share of the interactive display product category is 65% in the U.S. and 45% worldwide for the year ended March 31, 2012.

Business – Examples of our customers in the business sector include Cisco Systems, Inc., Ernst & Young, General Electric Company, Microsoft Corporation and British Telecommunications plc.

Government – Examples of our customers in the government sector include the National Aeronautics and Space Administration (NASA), European Defense and Space Company N.V. (EADS) and the U.S. State Department Foreign Service Institute (FSI).

Products and Solutions

SMART offers comprehensive solutions for education and business that are helping to transform the way the world works and learns by making it easy to collaborate in extraordinary ways. As of March 2012, more than two million SMART Board interactive whiteboards have been sold around the world.

All SMART products offer similar important benefits:

 

   

Ease of use – Our products are designed to be easy to use. We believe this user-friendly design is a reason behind the increased adoption of our products.

 

   

Integrated design – We build products that integrate well with other SMART products and customers’ existing technology products

 

   

Complete solutions – For the education market, the purchase of a SMART hardware product includes SMART Notebook collaborative learning software and access to the SMART Exchange website. For the business market, SMART hardware products come with SMART Meeting Pro software and the SMART GoWire auto-launch cable. Self-paced and online instructor-led training options, a standard warranty and technical support are also included. Complementary products and premium services are available for a fee.

 

   

Access to the SMART ecosystem – As the global leader in the interactive whiteboard product category, our ecosystem of digital content, lesson activities, software, services and accessories is large and growing

SMART in education

SMART collaborative learning solutions are easy to adopt, use, integrate and implement. They combine collaboration software with a comprehensive line of interactive displays, curriculum and assessment products, and implementation and maintenance products and services. Together, they provide flexible solutions that can enhance learning for every style of learner in a variety of learning environments.

At the core is SMART Notebook collaborative learning software, our widely used software application that makes it easy for teachers to create engaging lessons and collaborative exercises for K–12 learning environments. The software is used by over 40 million students and their teachers around the world and has been downloaded on over six million computers.

SMART Notebook software is integrated with SMART’s full line of interactive displays. The software also integrates with or complements all of our curriculum, assessment and implementation and maintenance products.

Products for education

Collaboration software

 

   

SMART Notebook collaborative learning software – Easy-to-use software that enables teachers to create, deliver and manage interactive lessons with a single application

 

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A broad line of interactive displays

 

   

SMART Board interactive whiteboard – A large, touch-enabled interactive whiteboard that combines the simplicity of a traditional whiteboard with the power of a computer. By touching the interactive surface, users can control computer applications, write in digital ink and share and save marked-up documents.

We offer the following interactive whiteboard models and integrated systems when combined with one of four different integrated projector models:

800 series – A touch-enabled interactive whiteboard that offers touch gestures and multitouch, multiuser capabilities for a truly collaborative user experience.

600 series – Our most popular product, this high-quality interactive whiteboard provides an intuitive user experience and is touch enabled.

400 series – This entry-level interactive whiteboard is touch enabled and offers an engaging user experience.

SMART Projectors – A line of easy-to-install, integrated short- and ultra-short-throw projectors that display bright, vibrant content while minimizing shadow and glare.

 

   

LightRaise interactive projector – A pen-enabled, ultra-short-throw projector that can turn nearly any surface into an interactive learning space

 

   

SMART Board interactive flat panel – A flat-panel display that combines the touch-enabled capabilities of an interactive whiteboard with a high-quality, high-definition LCD display

 

   

SM ART Podium interactive pen display – A display that enables presenters to project their work on a large screen and interact with the material

 

   

SMA RT Table interactive learning center – A multitouch, multiuser learning center that enables groups of young students to collaborate and work simultaneously on its surface from all sides

A wide range of curriculum, software and assessment products, resources and integrated hardware

 

   

SMART Exchange website – An online community where teachers can connect with each other and access nearly 60,000 ready-made learning resources

 

   

SMART Response interactive response systems – A full range of assessment systems that enable teachers to instantly assess student learning so they can provide differentiated instruction

 

   

SMART Document Camera™ – A portable device that enables teachers to display images or video of documents or objects within a lesson on a SMART Board interactive whiteboard

 

   

SMART Slate wireless slate – A tablet-style device that enables wireless interaction with the SMART Board interactive whiteboard

 

   

SMART Audio™ classroom amplification system – A voice amplification system that distributes sound evenly throughout a classroom

 

   

SMART Notebook Math Tools software – An add-on to SMART Notebook software that enables teachers to demonstrate math concepts visually on a SMART Board interactive whiteboard

 

   

CoreFocus – A comprehensive interactive whiteboard content solution that offers more than 2,500 math and literacy lesson activities for K–1 classrooms

 

   

3D Tools for SMART Notebook software – A plug-in for SMART Notebook software that enables teachers to import 3D content into lessons

 

   

SMART Notebook SE (Student Edition) software – Software that enables students to complete schoolwork, take notes, manage due dates and organize digital material

 

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SMART Notebook Express™ web application – A web-based application that enables anyone to open, edit and share course materials created in SMART Notebook software

 

   

SMART Sync™ classroom management software – Software that enables teachers to easily connect their computer to every student computer in a classroom

 

   

Bridgit conferencing software – A software application that supports distance education and remote collaboration by enabling participants to share voice, video and data over the Internet

 

   

SMART Ideas™ concept-mapping software – A visual learning and concept-mapping application that helps students better analyze and understand complex concepts

Implementation and maintenance products

 

   

Professional development and training – SMART offers a full range of complementary online training. Users of SMART products can complete courses through our online learning management system. They can also participate in our face-to-face, fee-based learning events.

 

   

Support – We support the effective use of our products by offering customers access to software upgrades that provide the latest features and functionality. We also offer technical support services that are available around the world.

SMART in business

Freestorm visual collaboration solutions combine the tools businesses need to transform the way their teams collaborate – and make meetings more productive. We offer a full range of touch-sensitive interactive displays combined with intuitive software, remote conferencing capabilities, interoperability and comprehensive services to increase engagement and foster effective teamwork.

Freestorm solutions bring together five key components of successful visual collaboration:

 

  1.

Intuitive interactive displays that can transform virtually any environment into a dynamic collaboration space.

 

  2.

Powerful collaboration software that helps teams capture ideas and share information.

 

  3.

Dispersed collaboration options that enable remote participants to fully contribute to the visual collaboration experience.

 

  4.

Comprehensive services that ensure peak performance through education services, software maintenance and support.

 

  5.

Industry compatibility that elevates the software teams use every day with interactivity and ink compatibility.

Intuitive interactive displays

Freestorm visual collaboration solutions start with SMART’s industry-leading large-format interactive displays. By combining interactivity with the simplicity of familiar meeting room tools, Freestorm can help business teams transform virtually any space into an active collaboration setting.

Powerful collaboration software

Freestorm visual collaboration solutions are based on intuitive software that makes it easy to share information, capture ideas and determine next steps. The software features virtually unlimited digital whiteboard space, the ability to write notes over any application, options for saving work and integration with Microsoft Exchange.

 

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Dispersed collaboration options

Freestorm visual collaboration solutions make it easy to connect with dispersed teams and individuals around the world. From Bridgit conferencing software to interoperability with the remote-connectivity products businesses already use, Freestorm enables colleagues and customers to fully participate in collaboration sessions from virtually anywhere.

Comprehensive services

SMART’s support, software maintenance and education services are designed to ensure Freestorm visual collaboration solutions are implemented successfully and continue operating at peak performance, giving business teams the ability to work to their full potential.

Industry compatibility

Freestorm visual collaboration solutions are integrated with Microsoft Office and support a growing list of industry-specific software products, adding the natural experience of touch interfaces and digital ink to the applications businesses use every day.

Products for business

 

   

SMART Board interactive whiteboard – A large, touch-sensitive interactive whiteboard that combines the simplicity of a traditional whiteboard with the power of a computer. By touching the interactive surface, users can control computer applications, write in digital ink and share and save marked up documents.

 

   

SMART Board interactive whiteboard system – An integrated system that includes a large, touch-sensitive interactive whiteboard and a projector

 

   

SMART Board interactive flat panel – A flat-panel display that combines the touch-enabled capabilities of an interactive whiteboard with a high-quality, high-definition LCD flat-panel.

 

   

SMART Board interactive overlay – An overlay that adds touch-enabled capabilities to an existing flat-panel display

 

   

SMART Podium interactive pen display – A display that enables presenters to project their work on a large screen and interact with the material

 

   

SMART Projectors – A line of easy-to-install, integrated short- and ultra-short-throw projectors that display bright, vibrant content while minimizing shadow and glare

 

   

SMART Meeting Pro software – A collaboration software application that enables users to display files, write notes over files in digital ink, save marked up documents, share screens with remote participants and manage multiple displays

 

   

SMART GoWire auto-launch cable – A cable that launches SMART Meeting Pro software when used to connect a laptop to SMART Board interactive displays

 

   

Bridgit conferencing software – A software application that provides a quick and easy way to share voice, video and data with remote participants

Our portfolio of products also includes

 

   

PC Touch (1900 and 300 series) – Displays designed for high-volume manufacturer integration into LCD screens for use in all-in-one computers and standard PC monitors

 

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Display Touch (2000 and 5000 series) – Displays designed for integrators to convert large-screen format displays into interactive touch screens

 

   

Overlay Touch (2700 series) – An overlay designed to easily mount onto a standard LCD or plasma monitor, converting it into an interactive touch screen

Competition

We are engaged in an industry that is highly competitive. Because our industry is evolving and characterized by technological change, it is difficult for us to predict whether, when and by whom new competing technologies may be introduced or when new competitors may enter the market. We face increased competition from companies with strong positions in certain markets we currently serve and in new markets and regions we may enter. These companies manufacture and/or distribute new, disruptive or substitute products that compete for the pool of available funds that previously could have been spent on interactive displays and associated products. We compete with other interactive display developers such as Promethean World Plc, currently our principal competitor, Hitachi, Ltd., LG Electronics, Inc., Panasonic Corporation, Samsung Electronics Co., and Sharp Corporation. We also compete with interactive projector developers such as Seiko Epson Corp. and Dell Inc. Additionally, makers of personal computer technologies, tablets, television screens, smart phones and other technology companies such as Apple Inc., Cisco Systems, Inc., Dell Inc., Hewlett-Packard Company, Google Inc., Microsoft Corporation and Polycom, Inc. have provided, and continue to provide, integrated solutions that include interactive learning and collaboration features substantially similar to those offered by our products or to promote their existing technologies and alternative products as substitutes for our products. Many of our current and potential future competitors have significantly greater financial and other resources than we do and have spent, and may continue to spend, significant amounts of resources to try to enter the market. In addition, low cost competitors have appeared in China and other countries.

Some of our customers are required to purchase software and hardware by soliciting proposals from a number of sources and, in some cases, are required to purchase from the lowest bidder. While we attempt to price our products competitively based upon the relative features they offer, our competitors’ prices and other factors, we are often not the lowest bidder and may lose sales to lower bidders. When we are the successful bidder, it is most often as a result of our products being perceived as providing better value to the customer. Our ability to provide better value to the customer depends on continually enhancing our current products and developing new products at competitive prices and in a timely manner.

Competitors may be able to respond to new or emerging technologies and changes in customer requirements more effectively than we can, or devote greater resources to the development, promotion and sale of products than we can. Current and potential competitors may establish cooperative relationships among themselves or with third parties, including through mergers or acquisitions, to increase the ability of their products to address the needs of our current or prospective customers.

We believe that the following strengths position us well to compete effectively:

Interactive whiteboard pioneer and established global category leader – We are the global leader in the interactive display product category, having introduced the world’s first interactive whiteboard in 1991. We believe we offer the most complete and integrated solution of interactive display technologies for schools and businesses. According to Futuresource, for the year ended March 31, 2012, our share of the category was 65% in the United States and 45% worldwide.

Our focus on a compelling user experience – While technologically sophisticated, our products are intuitive, easy to use, highly reliable and can seamlessly integrate with our complementary products and the products of many third parties. Our focus on the end user has been integral to our organization and culture since our inception. As a result, we have an established team of product developers and usability experts whose priority throughout the innovation process is the customer experience.

 

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Large and growing ecosystem – As a result of our category-leading position in interactive whiteboards and our broad user base in education, many end users and professional content developers work with SMART Notebook collaborative learning software to develop content for education, such as lessons with integrated multimedia. In many cases, this content is freely shared through content-sharing websites, and increasingly is also being sold by content developers as supplementary materials or as part of a textbook offering. In business, we have formed alliances with enterprise market leaders and enabled integration with widely adopted unified communication and collaboration solutions, such as Alcatel-Lucent, Cisco and Microsoft.

Portfolio of innovative solutions – We have more than 20 years of innovation experience. We have developed several generations of proprietary optical touch technology and solutions. Our commitment to innovation and technological advancement has resulted in 89 patents issued in the United States, 96 patents issued in other countries and approximately 568 patent applications pending worldwide as of March 31, 2012. In fiscal 2012 we announced four new models of collaboration systems for business, the SMART Board 400 series interactive overlay, our Freestorm visual collaboration solutions including the SMART Board 8055i interactive flat panel, the LightRaise 40wi interactive projector and SMART Notebook 11 collaborative learning software.

Premier brand – We believe that SMART is the most recognized brand name in the interactive display product category. In order to gain this large mindshare in education, we have consciously built our portfolio of products and solutions around the SMART brand so that schools, businesses and government agencies can expect the same intuitive use, value and integration from all our products. We believe that word-of-mouth recommendations from customers and established online communities are key contributors to our strong brand.

Large and loyal user base – Based on our current installed base in primary and secondary education and an assumed average classroom size of 24 students, we estimate that at least 40 million students and their teachers currently use SMART Board interactive whiteboards and other SMART products worldwide. We believe that our users are loyal to the SMART Board interactive whiteboard because of their familiarity and comfort with operating our products, their investment in creating materials specifically for use with our products and the overall quality of their user experience. We also believe that many students who have learned on a SMART Board interactive whiteboard will prefer to continue learning and collaborating with similar technology in higher education or the workforce and that our large and loyal customer base will be a source of demand for our products from these market sectors in the future.

Well-established global distribution network – We have spent almost 20 years building our global network of approximately 325 direct dealers and distributors. Our reseller network continues to grow as we add specialized and knowledgeable dealers for the business market. We believe that this network will help us to further penetrate the business market since many of our resellers already sell to business accounts. We also believe that our strong global network of knowledgeable resellers is a critical competitive advantage as we seek to increase our revenue generated outside of North America and the United Kingdom. SMART is investing and increasing its presence in new markets such as India and continental Europe, where widespread adoption of interactive displays has not yet occurred.

Sales and Distribution

We have two sales and distribution models depending on geographic location.

In the United States and Canada, we use a one-tier structure that currently includes approximately 250 dealers. We sell our products and solutions to these dealers, who then resell our products directly to our end users. Under rare circumstances we occasionally sell directly to end users.

In the rest of the world, we use a two-tiered system, through approximately 75 distributors. These distributors primarily sell our products to dealers, who in turn sell to end users. Although our dealers and most of our distributors are not contractually required to sell our products exclusively, we believe that they currently do not sell competing interactive whiteboards. For the year ended March 31, 2012, the largest 50 North American

 

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dealers and international distributors accounted for approximately 70% of our global revenue and no individual reseller represented more than 6% of our revenue.

Production

All our components and finished products are manufactured or assembled, in whole or in part by a limited number of third parties. Most of these third parties are located outside of Canada and the United States. Final assembly of our interactive whiteboard products is currently performed by contract manufacturers in Eastern Europe, Mexico and China.

For our complementary hardware products, our involvement in the design process for products manufactured by third parties varies. For certain products we control the entire design process internally and then outsource manufacturing and assembly in order to achieve lower production costs or build products in specific regions. For other products we work with original equipment manufacturers (“OEMs”) and original design manufacturers (“ODMs”) during the design process to create the product and then introduce into production, typically using their production processes.

We contract most of our warehouse and logistics functions to third parties in Europe, Asia and North America. These third parties warehouse our products, ship orders on our behalf and perform certain other, product-return and product-upgrade functions.

We generally control sourcing decisions for key materials and services that are incorporated into SMART’s products. We are heavily involved in negotiating pricing of materials and services. Depending on market conditions, we may order more or less of a particular material or service and attempt to source components. We work to source products and components from a network of approved suppliers with a view to managing supply chain risk and competitiveness. Component availability and pricing of components may also be affected by the volumes the Company generates, compared to the volumes a competitor may require.

Facilities

We own and occupy our 205,000 square foot (19,000 m 2 ) global headquarters building in Calgary, Canada, which is used for substantially all of our operations. We also lease 20,400 square feet (1,900 m 2 ) of additional space in Calgary, which we use for custom solutions and prototype development.

Our office and warehouse space in Ottawa, Canada has 258,000 square feet (24,000 m 2 ) of space. Certain product development, procurement and logistics functions currently occupy the office space. The warehouse space is currently available for sublease as a result of the transfer of the remainder of our interactive whiteboard assembly operations from our leased facility to existing contract manufacturers.

In addition to offices in the United States, Canada and New Zealand, we maintain offices in Brazil, China, France, Germany, India, Japan, Singapore, the United Arab Emirates and the United Kingdom.

We have established promotional, marketing and support structures in 18 countries globally to support our distributors in those regions. This is part of our global expansion and strategy to penetrate markets outside of our core North America market. In some locations we have sales offices while in others our teams telecommute.

Intellectual Property

The Company’s commercial success depends to a significant degree on its ability to develop new or improved technologies and products, and to obtain patents or other intellectual property rights or statutory protection for these technologies and products in Canada, the U.S. and other countries. We seek to patent concepts, components, processes, designs and methods, and other inventions and technologies that we consider to have commercial value or that will likely give us a technological advantage. We own rights in patent and patent applications for technologies relating to interactive whiteboards and other complementary products in Canada, the U.S., Japan, New Zealand and other countries.

 

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In addition to patents, we rely on a combination of copyrights, trademarks, trade secrets and other related laws and confidentiality procedures and contractual provisions to protect, maintain and enforce our proprietary technology and intellectual property rights.

To broadly protect SMART’s inventions, the Company has in-house patent professionals and also consults with outside patent attorneys who interact with employees, review invention disclosures and prepare patent applications on a broad array of core technologies and competencies. As a result, SMART owns rights to an array of patented and patent pending technologies relating to interactive whiteboards and collaboration solutions technology.

It is SMART’s general practice to enter into confidentiality and non-disclosure agreements with its employees, consultants, contract manufacturers, customers, potential customers and others to attempt to limit access to and distribution of its proprietary information. In addition, the Company generally enters into agreements with employees that include an assignment to the Company of all intellectual property developed in the course of employment.

SMART also enters into various types of licensing agreements related to technology and intellectual property rights. SMART may enter agreements to obtain rights that may be necessary to produce and sell its products and the Company may also license its technology and intellectual property to third parties through various licensing agreements.

We actively attempt to protect, maintain and enforce our intellectual property rights as we determine appropriate and have initiated litigations against companies that we believe have infringed or violated our intellectual property rights.

Employees

As of March 31, 2012, we had 1,110 employees in Canada, 140 in the United States and 275 in other countries. No employees are represented by a labor union or covered by a collective bargaining agreement.

2010 Corporate Reorganization

On May 13, 2010, our Board of Directors approved a reorganization of the capital of the Company. Through a series of transactions including a payment on May 25, 2010 of $8.0 million on the shareholder note payable, the 2010 Reorganization resulted in the shareholder note payable and the cumulative preferred shares, together with all accrued interest and accumulated dividends thereon, as well as our existing share capital being effectively converted into new share capital. At the completion of the 2010 Reorganization, our share capital consisted of 433,676,686 Class A Preferred Shares, 170,089,800 Class B Shares and 10,957,191 Class A Subordinate Voting Shares. As part of the 2010 Reorganization, the Company amalgamated with a successor corporation to School 3 ULC, a corporation that, prior to giving effect to the 2010 Reorganization, held all of the outstanding non-voting common shares. This series of transactions was completed on June 8, 2010. On June 24, 2010, the Company affected a one-for-two reverse stock split for both the Class A Subordinate Voting Shares and the Class B Shares. In July 2010, in connection with our IPO, all the issued and outstanding Class A Preferred Shares were converted into Class B or Class A Subordinate Voting Shares and the Class A Preferred Shares were removed from the authorized share capital of the Company.

After the completion of both the 2010 Reorganization and the IPO, authorized share capital consists of an unlimited number of Class A Subordinate Voting Shares, an unlimited number of Class B Shares and an unlimited number of Preferred Shares. After completion of the IPO there were issued and outstanding 44,308,596 Class A Subordinate Voting Shares, 79,464,195 Class B Shares and no Preferred Shares.

 

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Risk Factors

The Company is subject to securities class action litigation in the United States and Canada and could incur significant litigation related expenses in defending or settling these claims. If such claims are not settled, an adverse determination against the Company could result in significant damage awards or other remedies against the Company.

The Company is a named defendant in putative class actions filed in the United States and Canada on behalf of the purchasers of the Class A Subordinate Voting Shares sold in the IPO. These proceedings have been and are expected to continue to be costly and time consuming and could divert the attention of management and key personnel from the Company’s business operations. The complexity of the issues involved and the inherent uncertainty of securities litigation increases these risks. In recognition of these considerations, the Company may decide to settle these claims, and the amounts of such settlements may be material. If the Company is unsuccessful in its defense of the claims or is unable to settle the claims, the Company may be faced with significant monetary damages or injunctive relief against it that could have a material adverse effect on the Company’s business, operating results and financial condition.

Additional information regarding all other Risk Factors is disclosed in Management’s Discussion and Analysis (“MD&A”), for the fiscal year ended March 31, 2012, as filed on May 17, 2012, which is incorporated by reference into this AIF. The MD&A is not contained within, or attached to this AIF, and the MD&A may be accessed by the reader of this AIF on SEDAR at www.sedar.com. This AIF must be read together with the MD&A in order to provide full, true and plain disclosure of all material facts related to our company’s risk factors.

Dividend Policy

We do not anticipate paying any cash dividends in the foreseeable future. We anticipate that we will retain all our available funds for use in the operation of our business. Any future determination to pay cash dividends will be at the discretion of our Board of Directors and will depend on our financial condition, operating results, current and anticipated cash needs, plans for expansion and other factors that our Board of Directors considers to be relevant. Our ability to pay dividends is restricted by covenants in our outstanding credit facilities and may be further restricted by covenants in any instruments and agreements that we may enter into in the future.

Description of Capital Structure

The following is a description of the material terms of our Class A Subordinate Voting Shares, Class B Shares and Preferred Shares as set forth in our articles and bylaws, certain agreements affecting the rights of certain of our shareholders and certain related sections of the ABCA, the Delaware General Business Corporation Law (“DGCL”), and certain other Canadian laws as may be applicable.

Our authorized share capital consists of an unlimited number of Class A Subordinate Voting Shares, an unlimited number of Class B Shares and an unlimited number of Preferred Shares issuable in series.

As of March 31, 2012, we have issued and outstanding 41,981,110 Class A Subordinate Voting Shares, 79,464,195 Class B Shares and no Preferred Shares. Pursuant to our articles we cannot issue additional Class B Shares without the consent of 100% of the holders of our Class B Shares.

Class A Subordinate Voting Shares and Class B Shares

Except as otherwise described herein, the Class A Subordinate Voting Shares and Class B Shares are equal in all respects and will be treated as shares of a single class.

Shareholder Meetings; Voting

Each holder of Class B Shares and each holder of Class A Subordinate Voting Shares is entitled to receive notice of and attend all meetings of our shareholders, except meetings at which only holders of another particular class

 

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or series have the right to vote. At each such meeting, each Class B Share entitles its holder to 10 votes and each Class A Subordinate Voting Share entitles its holder to one vote, voting together as a single class, except as otherwise described below or in the ABCA.

Certain Class Votes

So long as any Class B Shares are outstanding, we may not effect any of the following without the consent of the holders of at least two-thirds (and in the case of the last two bullets below, 100%) of the outstanding Class B Shares, voting separately as a class:

 

   

any proposed amalgamation involving us in respect of which the ABCA requires that the approval of our shareholders be obtained;

 

   

any proposed plan of arrangement pursuant to section 193 of the ABCA involving us in respect of which the ABCA, or any order issued by the Court of Queen’s Bench of Alberta pursuant to section 193 of the ABCA, requires that the approval of our shareholders be obtained;

 

   

any proposed sale, lease or exchange of all or substantially all our assets or property in respect of which the ABCA requires that the approval of our shareholders be obtained;

 

   

any issuance or creation of shares of any class or series that entitle the holders thereof to more than one vote per share; or

 

   

any issuance of Class B Shares or securities convertible into or exchangeable for Class B Shares, including any options, warrants or rights to acquire Class B Shares.

Dividends; Rights on Liquidation, Dissolution or Winding Up

The Class A Subordinate Voting Shares and the Class B Shares rank pari passu, share for share, as to the right to receive dividends and to receive our remaining property and assets on a liquidation, dissolution or winding up. The holders of our Class A Subordinate Voting Shares and Class B Shares are entitled to

 

   

receive such dividends as our Board of Directors determines in an identical amount per share, at the same time and in the same form (whether in cash, in specie or otherwise) as if such shares were of one class only; and

 

   

receive in the event of our liquidation, dissolution or winding up, whether voluntary or involuntary or any other distribution of our assets among our shareholders for the purpose of winding up our affairs, our remaining property and assets, in an identical amount per share, at the same time and in the same form (whether in cash, in specie or otherwise) as if such shares were of one class only.

The Class A Subordinate Voting Shares and the Class B Shares are subject to and subordinate to the rights, privileges, restrictions and conditions attaching to the Preferred Shares.

Conversion

Each Class B Share is convertible at any time, at the option of the holder, into one Class A Subordinate Voting Share. The Class A Subordinate Voting Shares are not convertible into any other class of shares.

Our Class B Shares may be held only by certain “permitted holders,” a term which generally refers to the original holder of such Class B Shares and to certain entities controlled by that original holder as follows:

 

   

in the case of Class B Shares originally issued to IFF Holdings Inc. (“IFF”), “permitted holder” means any of: (a) IFF, (b) Nancy Knowlton, (c) David Martin, (d) any trust that has as its majority trustee or trustees, either or both of Nancy Knowlton and David Martin and of which all the beneficiaries comprise any of Nancy Knowlton, David Martin, members of their families, close personal friends or a

 

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registered charity, and (e) any person or persons, 100% of the total outstanding voting shares of which are beneficially owned and controlled, directly or indirectly, by one or more of the persons referred to in clause (a), (b), (c) or a trust referred to in clause (d);

 

   

in the case of Class B Shares originally issued to Apax Partners, “permitted holder” means any of: (a) Apax Partners, and (b) any person or persons, 100% of the total outstanding voting shares of which are beneficially owned and controlled, directly or indirectly, by Apax Partners; and

 

   

in the case of Class B Shares originally issued to Intel Corporation, “permitted holder” means any of: (a) Intel Corporation, and (b) any person or persons, 100% of the total outstanding voting shares of which are beneficially owned and controlled, directly or indirectly, by Intel Corporation.

Upon the sale, transfer, assignment or other conveyance of Class B Shares to a person that is not a permitted holder with respect to such Class B Shares, such Class B Shares will automatically convert to Class A Subordinate Voting Shares.

All Class B Shares owned by a permitted holder will convert automatically into Class A Subordinate Voting Shares upon the first to occur of

 

   

such permitted holder ceasing to be such; or

 

   

such time as the total number of Class B Shares beneficially owned and controlled by such holder together with any other permitted holder of such holder is less than 10% of the total number of outstanding Class B Shares and Class A Subordinate Voting Shares.

In addition, all Class B Shares, regardless of the holder thereof, will convert automatically into Class A Subordinate Voting Shares upon the first to occur of such time as Nancy Knowlton and David Martin (together or individually) do not beneficially own and exercise control and direction over, directly or indirectly, more than 50% of the voting shares of IFF or any successor of IFF; or such time as neither Nancy Knowlton nor David Martin is our employee, officer or director.

Preferred Shares

We are authorized to issue without shareholder approval except as described in the next sentence, an unlimited number of Preferred Shares, issuable in one or more series, and, subject to the provisions of the ABCA, having such designations, rights, privileges, restrictions and conditions, including dividend and voting rights, as our Board of Directors may determine, and such rights and privileges, including dividend and voting rights, may be superior to those of the Class A Subordinate Voting Shares and Class B Shares. Any issuance of shares of any class or series that entitle the holders thereof to more than one vote per share requires the prior approval of the holders of 100% of our Class B shareholders. As of the date hereof, no Preferred Shares are outstanding.

 

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Market for Securities

Class A Subordinate Voting Shares

The Company’s Class A Subordinate Voting Shares trade on the Toronto Stock Exchange (“TSX”), under the symbol “SMA” and the NASDAQ Global Select Market (“NASDAQ”), under the symbol “SMT.”

The following table sets out the volume of trading and price ranges of the Company’s Class A Subordinate Voting Shares on the TSX and NASDAQ.

 

     Class A Shares – TSX      Class A Shares - NASDAQ  

Month

   Price Range
(CAD)
     Share Volume      Price Range
(USD)
     Share Volume  

April 2011

   $ 8.82 – $10.38         519,945       $ 9.23 – $10.81         8,022,411   

May 2011

   $ 6.76 – $9.65         742,263       $ 6.90 – $10.09         18,924,787   

June 2011

   $ 5.35 – $6.95         531,846       $ 5.64 – $7.17         11,185,222   

July 2011

   $ 4.64 – $5.75         377,898       $ 4.91 – $6.05         5,259,987   

August 2011

   $ 3.95 – $5.61         348,470       $ 4.07 – $5.97         5,462,040   

September 2011

   $ 4.02 – $5.13         1,381,512       $ 3.94 – $5.24         4,680,652   

October 2011

   $ 3.30 – $4.42         269,605       $ 3.34 – $4.23         8,185,253   

November 2011

   $ 3.35 – $5.35         975,994       $ 3.31 – $5.28         7,538,944   

December 2011

   $ 3.60 – $4.91         579,110       $ 3.57 – $4.91         5,575,559   

January 2012

   $ 3.69 – $4.44         201,318       $ 3.64 – $4.40         3,786,597   

February 2012

   $ 3.34 – $4.20         679,936       $ 3.37 – $4.26         6,977,786   

March 2012

   $ 2.97 – $3.37         414,172       $ 2.97 – $3.43         5,360,628   

Directors and Officers

Name, Occupation and Security Holdings

Information is given below with respect to each of the current directors and officers, including all positions held with the Company, present principal occupation and principal occupations during the last five years. The term of office of each director expires at the next annual general meeting of shareholders.

 

Directors and Officers

(Name, Place of Residence and Present
Principal Occupation)

   Director
Since
  

Position(s) with the

Company

  

Principal Occupation in the
Preceding Five Years

David Martin ( 1 )

Alberta, Canada

Chairman of the Board of Directors, SMART

   1987    Chairman of the Board of Directors    Executive Chairman, Co-Chief Executive Officer, SMART

Nancy Knowlton ( 1 )

Alberta, Canada

Vice Chair of the Board of Directors, SMART

   1987    Vice Chair of the Board of Directors    President and Chief Executive Officer, Co-Chief Executive Officer, SMART

Salim Nathoo (2)

London, England

Partner and Global Co-Head, Apax Partners

   2007    Director    N/A

Arvind Sodhani

California, United States

Executive Vice President, Intel Corporation; President, Intel Capital

   2007    Director    Senior Vice President, Vice President, Intel Corporation

 

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Directors and Officers

(Name, Place of Residence and Present
Principal Occupation)

  

Director

Since

  

Position(s) with the

Company

  

Principal Occupation in the
Preceding Five Years

Michael J. Mueller  ( 3 ) (4) (5) (6)

Ontario, Canada

Director

   2010    Director    Global Leader, Partner, PwC

Robert C. Hagerty  ( 3 ) (4) (5) (6) (7)

California, United States

CEO, iControl, Inc.

   2010    Director   

Chairman, Director, Chief Executive Officer, President,

Polycom, Inc.

David B. Sutcliffe  ( 3 ) (4) (5) (6) (8)

British Columbia, Canada

Director

   2011    Director    Corporate Director

Thomas F. Hodson  (9)

Alberta, Canada

Interim President and Chief Executive Officer, SMART

   N/A    Interim President and Chief Executive Officer   

President and Chief Operating Officer, SMART Technologies ULC; Vice President, Marketing; Executive Vice President and Managing Partner,

Optimé International

G. A. (Drew) Fitch

Alberta, Canada

Vice President, Finance and
Chief Financial Officer, SMART

   N/A    Vice President, Finance and Chief Financial Officer    President and Chief Executive Officer, Senior Vice President, Finance and Chief Financial Officer, The Westaim Corporation

Jeffrey A. Losch

Alberta, Canada

Vice President, Legal and
General Counsel, SMART

   N/A    Vice President, Legal and General Counsel    Vice President, Legal and General Counsel, Consultant

 

(1)

Mr. Martin and Ms. Knowlton ceased to be Executive Chairman and President and Chief Executive Officer, respectively, on April 30, 2012.

(2)  

Mr. Nathoo ceased being a member of the Audit Committee on June 22, 2011.

(3)  

Member of the Audit Committee.

(4)  

Member of the Compensation Committee.

(5)  

Member of the Corporate Governance and Nominating Committee.

(6)  

Independent director.

(7)

Mr. Hagerty was appointed Lead Director on June 22, 2011.

(8)  

Mr. Sutcliffe was appointed to the Board of Directors and to the Audit, Compensation and Corporate Governance and Nominating Committees on June 22, 2011.

(9)  

Mr. Hodson was appointed Interim President and Chief Executive Officer on April 30, 2012.

 

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The following table sets forth information regarding beneficial ownership of our shares as of March 31, 2012 by each person known by us to be the beneficial owner of more than 10% of our shares and our directors and officers as a group.

 

     Class A Subordinate
Voting Shares
    Class B Shares     % Total
Share
Capital
    % Total
Voting
Power
 
     Shares      %     Shares      %      

Entities related to and funds advised or managed by Apax Partners (1)

     1,993,300         4.7     34,795,491         43.8     30.3     41.8

Intel Corporation

     —           —          17,466,633         22.0     14.4     20.9

David Martin (2)

     450,000         1.1     27,202,071         34.2     22.8     32.6

Nancy Knowlton (2)

     450,000         1.1     27,202,071         34.2     22.8     32.6

All directors and officers as a group (3) (4) (5) (6)

     4,938,235         11.8     79,464,195         100.0     69.5     95.6

 

(1)

Represents Class A Subordinate Voting Shares beneficially owned by PCV Belge SCS and Class B Shares beneficially owned by Apax US VII, L.P., which is advised by Apax Partners L.P. and Apax Europe V (a collective of 9 partnerships comprised of Apax Europe V – A, L.P., Apax Europe V – B, L.P., Apax Europe V C GmbH & Co. KG, Apax Europe V – D, L.P., Apax Europe V – E, L.P., Apax Europe V – F, C.V., Apax Europe V – G, C.V., Apax Europe V – 1, LP and Apax Europe V – 2, LP), which is managed by Apax Partners Europe Managers Ltd. Apax US VII, L.P. and Apax Europe V (collectively “Apax Partners”) each disclaim beneficial ownership of the Shares held by the other.

(2)

450,000 Class A Subordinate Voting Shares are held directly by each of Mr. Martin and Ms. Knowlton. The 27,202,071 Class B Shares are owned by IFF, a corporation with respect to which David Martin and Nancy Knowlton own 100% of the securities directly or indirectly. Mr. Martin and Ms. Knowlton are married to each other and as such Mr. Martin and Ms. Knowlton may each be deemed to be beneficial owners or to have control and direction over all of the shares owned by IFF.

(3)  

Includes the Class A Subordinate Voting Shares and Class B Shares owned directly or indirectly by David Martin and Nancy Knowlton.

(4)  

Includes the Class A Subordinate Voting Shares and Class B Shares beneficially owned by entities related to and funds advised or managed by Apax Partners. Mr. Nathoo is a partner at Apax Partners but disclaims beneficial ownership of the Class B Shares.

(5)  

Includes the Class B Shares owned by Intel Corporation. Mr. Sodhani is the Executive Vice President of Intel Corporation and has shared voting and investment authority over these shares. However, Mr. Sodhani disclaims beneficial ownership of the Class B Shares except of his pecuniary interest arising therein.

(6)  

Includes the directors and officers of SMART Technologies Inc. and SMART Technologies ULC.

Additional Disclosure for Directors and Officers

No director or executive officer of the Company is, as at June 22, 2012 or has been within the 10 years prior to June 22, 2012, a director, chief executive officer or chief financial officer of any company (including SMART), that

 

   

was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

 

   

was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

None of the directors, executive officers or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company,

 

   

is, at the date of this AIF, or has been within 10 years before the date of this AIF, a director or executive officer of any company (including SMART) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any

 

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proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

 

   

has, within the 10 years before this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

Conflicts of Interest

To the knowledge of the Company, no director or executive officer of the Company has an existing or potential conflict of interest with the Company or any of its subsidiaries.

Legal Proceedings and Regulatory Actions

Securities Class Actions

Since December 2010, several putative class action complaints against the Company and other parties have been filed in the U.S. District Courts in New York and Illinois on behalf of the purchasers of the Class A Subordinate Voting Shares in the Company’s IPO. The complaints alleged certain violations of federal securities laws in connection with the IPO. The New York actions were subsequently dismissed voluntarily. Pursuant to the provisions governing class action litigation as set out in the Private Securities Litigation Reform Act of 1995, in June 2011, the U.S. District Court for the Northern District of Illinois appointed, as Lead Plaintiff, the City of Miami General Employees’ and Sanitation Employees’ Retirement Trust. In October 2011, the Court granted the defendants’ motion to transfer the case to the U.S. District Court for the Southern District of New York where it is now pending. A consolidated amended class action complaint was filed in November 2011. A motion to dismiss the case was filed by the defendants in the New York court on January 6, 2012 and, on April 3, 2012, the Court granted in part and denied in part the motion. A Second Amended Complaint was filed on April 23, 2012 and the Company filed a motion to dismiss the amended claims on May 11, 2012. That motion is pending in the New York court.

In February 2011, a class proceeding was commenced in the Ontario Superior Court of Justice on behalf of purchasers of the Class A Subordinate Voting Shares issued in conjunction with the IPO. A second class proceeding was subsequently initiated by the same law firm with an Ontario-based plaintiff. Originally, the plaintiffs indicated that they would consolidate the two actions; however, they have now applied to stay the first and will be proceeding only with the second action. The hearing to determine whether the matter will be certified to proceed as a class action is scheduled for December 2012.

In September 2011, an additional putative class proceeding was commenced in the Superior Court of the State of California, County of San Francisco on behalf of purchasers of the Class A Subordinate Voting Shares. The Company is of the view that this proceeding is not materially different than the aforementioned matter being heard in the Southern District of New York. In October 2011, the defendants removed the case to the U.S. District Court for the Northern District of California. Thereafter, the defendants filed a motion to transfer the case to the U.S. District Court for the Southern District of New York, and the plaintiffs filed a motion to remand the case to California state court. Both motions are pending.

All of the claims in Canada and the United States are essentially based on the allegation that the Company misrepresented or omitted to fully disclose demand for its products.

The foregoing litigation proceedings are in their early stages. As a result, the Company is not able to make any determination with respect to the likelihood or amount of any damages that might be awarded against the Company with such proceedings (or any related proceedings).

 

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Indemnities and Guarantees

In the normal course of business, the Company enters into guarantees that provide indemnification and guarantees to counterparties to secure sales agreements and purchase commitments. Should the Company be required to act under such agreements, it is expected that no material loss would result.

As a result of the U.S. and Canadian class action IPO litigations, as described in the “Securities Class Actions” section above, the Company may be required, subject to certain limitations, to indemnify the following parties: the underwriters pursuant to the underwriting agreement entered into in connection with the IPO; Intel Corporation, Apax Partners and IFF pursuant to a registration rights agreement entered into in 2007 and amended and restated in connection with the IPO; and the directors and officers of SMART Technologies Inc. pursuant to indemnification agreements entered into by the Company and each director and officer on or about the time of their appointment to their respective office.

Other Litigation

In addition to the putative class action complaints described above under “Securities Class Actions,” the Company is involved in various other claims and litigation arising in the normal course of business. While the outcome of these other matters is uncertain and there can be no assurance that such matters will be resolved in the Company’s favor, the Company does not currently believe that the outcome of such other claims and litigation, or the amounts which the Company may be required to pay by reason thereof, would have a material adverse impact on its financial position, results of operations or liquidity.

Interest of Management and Others in Material Transactions

Since April 1, 2009, we have entered into the following transactions and agreements with our principal shareholders, our executive officers and our directors.

2010 Reorganization

The 2010 Reorganization was completed immediately prior to the IPO on July 20, 2010. The 2010 Reorganization is described under “2010 Corporate Reorganization.”

Construction Loan from IFF

In order to finance a portion of the costs associated with the construction of our headquarters in 2008, one of our subsidiaries entered into a loan and indemnity agreement (the “Loan and Indemnity Agreement”) with IFF and our co-founders David Martin and Nancy Knowlton. The Loan and Indemnity Agreement provided for a loan to our subsidiary that bore interest at a variable rate of 200 basis points above the prime rate of interest published by the Bank of Canada. In September 2010, the construction loan pursuant to the Loan and Indemnity Agreement was repaid in full.

Registration Rights

In connection with the investment in our company by Apax Partners in 2007, we entered into a registration rights agreement with Intel Corporation, Apax Partners and IFF, which was amended and restated in connection with the IPO. Those holders of our outstanding Class B Shares will be entitled under the amended and restated registration rights agreement to certain rights with respect to the registration under the securities laws of the United States and/or the securities laws of the provinces and territories of Canada of the Class A Subordinate Voting Shares owned beneficially by them or into which their Class B Shares are convertible, which are referred to as “registrable securities” in the registration rights agreement, as follows.

 

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Underwritten Demand Registration Rights

Each of Intel Corporation, Apax Partners and IFF may request that we register for an underwritten offering no less than $50 million of registrable securities, referred to as “underwritten demands”. Upon their request, we must, subject to some restrictions and limitations, prepare and file a registration statement in the United States and/or Canadian prospectus within the time periods specified in the registration rights agreement and use commercially reasonable efforts to cause that registration statement or Canadian prospectus covering the sale of the number of shares of registrable securities that are subject to the request to become effective or cleared by the applicable Canadian Securities Commissions. The underwriters of an underwritten offering will have the right to limit the number of shares to be underwritten, subject to certain restrictions, for reasons relating to the marketing of the shares.

Shelf Registration Rights

Commencing on or about July 14, 2011, each of Apax Partners, Intel Corporation and IFF, may request that we file a shelf registration statement and/or Canadian shelf prospectus covering the resale of no less than $50 million of registrable securities. Upon their request, we must, subject to some restrictions and limitations, prepare and file a shelf registration statement in the United States and/or Canadian shelf prospectus within the time periods specified in the registration rights agreement and use commercially reasonable efforts to cause that shelf registration statement or Canadian shelf prospectus covering the sale of the number of shares of registrable securities that are subject to the request to become effective or cleared by the applicable Canadian and U.S. regulations.

Each of Apax Partners, Intel Corporation and IFF are entitled to request that we effect underwritten offerings pursuant to such shelf registration statement or Canadian shelf prospectus, referred to as “underwritten takedowns.” Each of Intel Corporation, Apax Partners and IFF is entitled to request no more than a total of three underwritten demands or underwritten takedowns. The underwriters of an underwritten offering will have the right to limit the number of shares to be underwritten, subject to certain restrictions, for reasons relating to the marketing of the shares.

Piggyback Registration Rights

Subject to certain exceptions, if we propose to register any of our Class A Subordinate Voting Shares or equity securities convertible into or exchangeable for our Class A Subordinate Voting Shares under the applicable U.S. securities or the applicable securities laws of any province of Canada, the holders of registrable securities will be entitled to notice of the registration and to include their shares of registrable securities in the registration. If our proposed registration involves an underwriting, the underwriters of such offering will have the right to limit the number of shares to be underwritten, subject to certain restrictions, for reasons relating to the marketing of the shares.

Securityholders Agreement

In connection with the IPO, we and the holders of our Class B Shares, Apax Partners, Intel Corporation and IFF entered into a securityholders agreement which provides that such holders will, until the termination of the securityholders agreement, vote their Class B Shares so as to ensure that our Board of Directors consist of a total of seven directors, with two directors nominated by IFF and one director nominated by each of Apax Partners and Intel Corporation. The securityholders agreement also prohibits any amendment of our articles of incorporation or by-laws without the unanimous consent of the holders of our Class B Shares.

Director and Officer Indemnification

Our bylaws contain provisions for the indemnification of our directors and officers. Additionally we have entered into indemnity agreements with all our directors and executive officers. We have also entered into indemnity

 

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agreements with certain officers and key employees of our main operating subsidiary, SMART Technologies ULC, and other affiliated companies.

Employment Agreements

We have entered into employment agreements with our executive officers.

Participant Equity Loan Plan

Each of our executive officers purchased shares pursuant to our Participant Equity Loan Plan, under which the Company had loaned funds for the purpose of allowing them to purchase common shares of the Company. These loans were repaid in full prior to the IPO.

Amended and Restated Equity Incentive Plan

Each of our executive officers has been granted stock options, restricted share units and performance share units pursuant to the Amended and Restated Equity Incentive Plan. Independent directors of the Company have also been granted deferred share units, and in the case of Messrs Mueller and Hagerty, stock options were granted at the time of the IPO.

Procedures for Related Party Transactions

We have a Related Persons Transactions Policy that governs transactions between us and certain related parties, including our executive officers and directors.

Transfer Agents and Registrars

The Company’s transfer agent and registrar in Canada is Computershare Trust Company of Canada at its principal offices in Toronto, Ontario and Calgary, Alberta. The Company’s transfer agent and registrar in the United States is Computershare Trust Company N.A., 350 Indiana Street, Suite 800, Golden, Colorado 80401.

Material Contracts

Other than as already disclosed on SEDAR, the Company has not entered into any material contracts, on or after January  1, 2002, that are required to be filed pursuant to NI 51-102 of the Canadian Securities Administrators.

Interests of Experts

KPMG LLP (“KPMG”) are the external auditors who prepared the Independent Auditors’ Reports to the Shareholders and Board of Directors in respect of the annual consolidated financial statements of the Company for the year ended March 31, 2012.

As of March 31, 2012, KPMG have confirmed that they are independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Alberta and within the meaning of the U.S. Securities Act of 1933 and the applicable rules and regulation thereunder adopted by the Securities and Exchange Commission and the Public Company Accounting Oversight Board (United States).

Audit Committee

Audit Committee Charter

The Charter for the Company’s Audit Committee is attached as Appendix A to this AIF.

 

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Composition of the Audit Committee

As of March 31, 2012, members of the Audit Committee were Michael J. Mueller (Chair), Robert C. Hagerty and David B. Sutcliffe. Salim Nathoo was a member of the Audit Committee from April 1 to June 22, 2011 whereupon he ceased to be a member of the Audit Committee when David B. Sutcliffe was appointed to the Board of Directors and the Audit Committee on June 22, 2011. Each current member of the Audit Committee is financially literate.

Under the rules of the NASDAQ and of the Canadian provincial securities regulators, all the members of our audit committee were required to be independent directors by the first anniversary of the date of our IPO that was completed on July 20, 2010. As of and from June 22, 2011, all the members of our Audit Committee were independent directors.

Relevant Education and Experience of Members of the Audit Committee

Michael J. Mueller

Mr. Mueller has been a director of the Company since July 2010. Mr. Mueller retired from the audit firm PwC in 2007 as the Global Leader of PwC’s Private Company Services/Middle Market Practice. From his appointment as Partner in 1979 through 2007, Mr. Mueller served PwC in various other capacities, including Managing Partner, National Managing Partner and a member of PwC’s Global Markets Council, Global Advisory Leadership Team and Global Audit Leadership Team. He currently serves on the Board of Directors of Hydro One Inc., an electricity transmission and distribution company in Ontario, Canada. Mr. Mueller is a Chartered Accountant and a Chartered Business Valuator.

Robert C. Hagerty

Mr. Hagerty has been a director of the Company since July 2010. He is currently the CEO and a Director of iControl, Inc. and serves on the Board of Directors of Plantronics, Inc. and Eye IO, LLC. He had been Advisor to Polycom, Inc. from May 2010 to May 2011. Mr. Hagerty served Polycom in various executive capacities from 1997 through 2010, including as Director and President from January 1997; Director, CEO and President from July 1998; and Chairman, Director, CEO and President from March 2000 to May 2010. Prior to joining Polycom, Mr. Hagerty served as President of Stylus Assets, Ltd. He has also held several key executive management positions with Logitech, Inc., Conner Peripherals Inc., Signal Corporation and Digital Equipment Corporation. Mr. Hagerty holds a BS in operations research and industrial engineering from the University of Massachusetts and an MA in management from St. Mary’s College of California.

David B. Sutcliffe

Mr. Sutcliffe was appointed to the Board of Directors and the Audit Committee on June 22, 2011. He is currently a Corporate Director, previously serving as CEO of Sierra Wireless, Inc. from May 1995 through October 2005. He has over 25 years of experience in the high-technology industry, including assignments as President and CEO of Xillix Technologies Corp., Vice-President and Business Unit Manager with Motorola Inc.’s Mobile Data Division and as Vice President and Business Unit Manager with Sydney Development Corporation. Mr. Sutcliffe holds the ICD.D certification from the Institute of Corporate Directors.

Salim Nathoo

Mr. Nathoo has been a director of the Company since August 2007, following Apax Partners’ investment in the Company. Mr. Nathoo is a Partner and global co-head of Apax Partners’ technology and telecom team. He joined Apax Partners in 1999. From 1995 to 1999, Mr. Nathoo was with McKinsey & Company, an international management consulting firm, in various capacities. He currently also serves on the Board of Directors of iGATE Patni, a NASDAQ listed IT services company. Mr. Nathoo holds an MBA from INSEAD and an MA in

 

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Mathematics from the University of Cambridge. Mr. Nathoo ceased to be a member of the Audit Committee on June 22, 2011.

Pre-Approval Policies and Procedures

The Audit Committee has the sole authority to pre-approve all audit and permitted non-audit services provided by the independent auditor. In addition, we have adopted an audit and non-audit services pre-approval policy which sets forth the procedures and conditions pursuant to which services proposed to be performed by our independent auditor must be pre-approved. The policy provides that before our independent auditor may be engaged to render a service, the proposed services may be either pre- approved without consideration of specific case-by-case services by the audit committee; or require specific pre-approval of the committee. For both types of pre-approval, the audit committee considers whether such services are consistent with the SEC’s, the Canadian securities regulators’ and the Public Company Accounting Oversight Board’s rules on auditor independence. The Audit Committee also considers whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its understanding and knowledge of our business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance our ability to manage or control risk or improve audit quality.

The Audit Committee annually reviews and pre-approves the services that may be provided by the independent auditor pursuant to the audit and non-audit services pre-approval policy. The Audit Committee may add to or delete from the list of pre-approved services from time to time, based on subsequent determinations.

Independent Auditor Service Fees

The aggregate fees billed by KPMG, the Company’s independent external auditor, for the fiscal years ended March 31, 2012 and 2011 for professional services rendered by KPMG were $1,023,000 and $1,742,000, respectively, as detailed below.

 

     Year ended March 31,  
     2012      2011  
     (in thousands)  

Audit fees

   $ 712       $ 921   

Tax fees

     311         821   
  

 

 

    

 

 

 

Total

   $ 1,023       $ 1,742   
  

 

 

    

 

 

 

Audit Fees

The audit fees described above were billed for professional services rendered by KPMG for the audit of the Company’s annual financial statements and services that are normally provided by KPMG in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-Related Fees

There were no fees billed by KPMG during the fiscal years ended March 31, 2012 and 2011 for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and that are not reported as “audit fees” above.

Tax Services

The tax services described above were billed for professional services rendered by KPMG for tax compliance and tax planning advice. The tax services provided by KPMG for fiscal year ended March 31, 2011 also included tax advisory services with respect to the IPO, the acquisition of Next Holdings Limited and transfer pricing.

 

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All Other Fees

Other than as described above, there were no other fees billed by KPMG during the fiscal years ended March 31, 2012 and 2011.

Audit Committee Pre-Approval

All services provided by KPMG during the fiscal years ended March 31, 2012 and 2011 were pre-approved by the audit committee.

Additional Information

Additional information related to the Company can be found on SEDAR at www.sedar.com, on the EDGAR section of the U.S. Securities and Exchange Commission’s website at www.sec.gov, and on our external website at www.smarttech.com. Additional financial information is provided in the Company’s audited consolidated financial statements and the Company’s MD&A for the year ended March 31, 2012, which can be found at www.sedar.com.

Additional information, including directors’ and officers’ remuneration and indebtedness to the Company, principal holders of the securities of the Company and securities authorized for issuance under equity compensation plans, is contained in the Company’s management information circular dated June 22, 2012, which can be found at www.sedar.com.

© 2012 SMART Technologies. All rights reserved. SMART Board, DViT, LightRaise, SMART Notebook, Freestorm, SMART Meeting Pro, SMART Ink, Bridgit, SMART Podium, SMART Slate, SMART Response, SMART Table, SMART Exchange, SMART GoWire, SMART Document Camera, SMART Audio, SMART Notebook Express, SMART Sync, SMART Ideas, smarttech and the SMART logo are trademarks or registered trademarks of SMART Technologies in the U.S. and/or other countries. Microsoft is either a registered trademark or a trademark of Microsoft Corporation in the U.S. and/or other countries. All third-party product and company names are for identification purposes only and may be trademarks of their respective owners.

 

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APPENDIX A

AUDIT COMMITTEE CHARTER

The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of SMART Technologies Inc. (the “Company”). Its primary function is to oversee the accounting, treasury, financial reporting and risk management processes, and the reviews and audits of the financial statements of the Company.

The Committee will assist the Board in fulfilling the Board’s oversight responsibilities by monitoring, among other things:

 

(a)

the quality and integrity of the financial statements and related disclosure of the Company;

 

(b)

the Company’s financial reporting process, system of internal controls, accounting practices and audit process;

 

(c)

compliance by the Company with legal and regulatory requirements that could have a material effect upon the financial position of the Company and that are not subject to the oversight of another committee of the Board;

 

(d)

management identification of principal risks in the business and processes to manage these risks;

 

(e)

the independent auditor’s qualifications and independence; and

 

(f)

the performance of the Company’s independent auditor.

The Committee will provide an avenue of communication among the auditors, management and the Board.

 

1. Reporting

The Committee will report to the Board.

 

2. Composition of Committee

The Committee will consist of not less than three and not more than five directors, as the Board may determine. All Committee members must qualify as independent directors (i) pursuant to National Instrument 52-110 Audit Committees (as implemented by the Canadian Securities Administrators and as amended from time to time) (“NI 52-110”), subject to transitional rules for new reporting issuers, (ii) pursuant to the listing standards of The Nasdaq Stock Market (the “NASDAQ”), and (iii) otherwise satisfy the applicable requirements for audit committee service imposed by the Securities Exchange Act of 1934, as amended (together with the rules promulgated thereunder, the “Exchange Act”) or the NASDAQ, provided that the Board may elect to take advantage of any exception from such requirements provided in the NASDAQ rules.

All members of the Committee must be financially literate, as defined in NI 52-110. At least one member must have accounting or related financial managerial expertise and, in particular, must have (i) education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions; (ii) experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions; (iii) experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or (iv) other comparable experience.

Committee members may not simultaneously serve on the audit committees of more than two other public companies, unless the Board first determines that this simultaneous service will not impair the ability of the relevant members to effectively serve on the Committee, and any required public disclosure is made.

 

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3. Appointment of Committee Members

Members of the Committee will be appointed by the Board on the recommendation of the Corporate Governance and Nominating Committee. Any Committee member may be removed or replaced at any time by the Board and will, in any event, cease to be a member of the Committee upon ceasing to be a member of the Board.

 

4. Vacancies

The Board may fill vacancies in the Committee. Whenever a vacancy exists on the Committee, the remaining members may exercise all of its powers, so long as a quorum of members remains in office.

 

5. Tenure

The Board will appoint members of the Committee annually following the Company’s annual general meeting. Each member of the Committee will hold office until retirement as a member, or until his or her term as a member of the Board is terminated.

 

6. Chair

The Board will, on the recommendation of the Corporate Governance and Nominating Committee, designate one of the Committee members as chair of the Committee (the “Chair”).

If the Chair is unavailable to attend a meeting of the Committee, the Committee may elect, by a vote of a majority of members of the Committee present at the meeting, one of its members present at the meeting to preside over the meeting.

The Chair will have the responsibilities set forth in the “Committee Chair” section of the “Chair of the Board of Directors and Committee Chair General Guidelines” charter. The Chair will not have a casting vote.

 

7. Secretary

The Committee will appoint a Secretary, who need not be a member of the Committee or a director of the Company. The Secretary will keep minutes of meetings of the Committee.

 

8. Committee Meetings

The Committee will meet at least quarterly at the call of the Chair at times and places to be determined by the Committee. The Chair may call additional meetings as required. Meetings may also be called by the Executive Chair, the Chief Executive Officer (“CEO”) or any member of the Committee.

Committee meetings may be held in person, by videoconference, by means of telephone or by any combination of the foregoing. The Committee will convene in camera sessions on a regular basis.

 

9. Notice of Meeting

Notice of the time and place of each meeting may be given orally, in writing, by facsimile or by other electronic communication to each member of the Committee at least 48 hours prior to the time fixed for the meeting.

A member may in any manner waive notice of a meeting. Attendance of a member at a meeting will constitute waiver of notice of the meeting except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the basis that the meeting was not lawfully called.

 

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10. Agenda

The Chair will establish the agenda of meetings and, where possible, circulate materials sufficiently in advance to provide adequate time for review prior to the meeting.

 

11. Quorum

A majority of the Committee members, present in person, by video conference, by telephone or by a combination of these means will constitute a quorum.

The powers of the Committee may be exercised at a meeting where a quorum is present or by resolution in writing signed by all members of the Committee entitled to vote on that resolution at a meeting of the Committee.

 

12. Attendance at Meetings

The Lead Director may attend any Committee meeting as a non-voting participant.

The Committee may, by invitation, permit others to attend any meeting.

The Committee may request the presence of specified members of management at a meeting and in this case, the management member will attend, if reasonably practical.

 

13. Minutes

The Committee will ensure that minutes of its proceedings are kept on a regular basis. The Committee will ensure that the full Board is kept informed of the Committee’s activities by reports provided in a timely fashion after each Committee meeting.

Specific Responsibilities

 

14. Oversight in Respect of Financial Disclosure and Accounting Practices

The Committee, to the extent required by applicable laws or rules, or otherwise considered by the Committee to be necessary or appropriate, will

 

  (a)

meet with management and the independent auditor to review and discuss, and to recommend to the Board for approval prior to public disclosure, the audited annual financial statements and unaudited quarterly financial statements, including reviewing the specific disclosures in management’s discussion and analysis of financial condition and results of operations, and the quarterly interim reports;

 

  (b)

review, discuss with management and the independent auditor, and recommend to the Board for approval prior to public disclosure

 

  (i)

the annual information form;

 

  (ii)

the portions of the management proxy circular, for any annual or special meeting of shareholders, containing significant information within the Committee’s mandate;

 

  (iii)

all financial statements included in prospectuses or other offering documents;

 

  (iv)

all prospectuses and all documents which may be incorporated by reference in a prospectus, other than any pricing supplement issued pursuant to a shelf prospectus; and

 

  (v)

any significant financial information respecting the Company contained in a material change report.

 

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  (c)

review, discuss with management and the independent auditor, and approve prior to public disclosure

 

  (i)

any unaudited interim financial statements, other than quarterly statements; and

 

  (ii)

any audited financial statements, other than annual statements, required to be prepared regarding the Company or its subsidiaries or benefit plans if required to be made publicly available or filed with a regulatory agency.

 

  (d)

review and discuss with management and the independent auditor and recommend to the Board prior to public disclosure

 

  (i)

each press release that contains significant financial information respecting the Company or contains estimates or information regarding the Company’s future financial performance or prospects (such as annual and interim earnings press releases);

 

  (ii)

the type and presentation of information to be included in such press releases (in particular, the use of “pro forma” or “adjusted” non-GAAP information); and

 

  (iii)

financial information and any earnings guidance proposed to be provided to analysts and rating agencies.

 

  (e)

receive and review reports from the Company’s Disclosure Committee;

 

  (f)

review with management and the independent auditor major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies;

 

  (g)

based on its review with management and the independent auditor, satisfy itself as to the adequacy of the Company’s procedures that are in place for the review of the Company’s public disclosure of financial information that is extracted or derived from the Company’s financial statements, and periodically assess the adequacy of those procedures;

 

  (h)

review with management and the independent auditor (including those of the following that are contained in any report of the independent auditor): (1) any analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements; (2) all critical accounting policies and practices to be used by the Company in preparing its financial statements; (3) all material alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of these alternative treatments, and the treatment preferred by the independent auditor; and (4) other material communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences;

 

  (i)

review with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures and transactions on the Company’s financial statements;

 

  (j)

review the plans of management or the independent auditor regarding any significant changes in accounting practices or policies and the financial and accounting impact thereof;

 

  (k)

review with management, the independent auditor and, if necessary, legal counsel, any litigation, claim or contingency, including tax assessments, that could have a material effect upon the financial position of the Company, and the manner in which these matters have been disclosed in the financial statements;

 

  (l)

review disclosures by the Company’s CEO and Chief Financial Officer during their certification processes about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls;

 

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  (m)

discuss with management the Company’s material financial risk exposures and the steps management has taken to monitor and control these exposures, including the Company’s financial risk assessment and financial risk management policies;

 

  (n)

meet separately, periodically, with management to discuss matters within the Committee’s purview; and

 

  (o)

report regularly to the Board, both with respect to the activities of the Committee generally and with respect to any issues that arise regarding the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, or the performance and independence of the independent auditor.

 

15. Oversight in Respect of the Independent Auditor

Subject to confirmation by the independent auditor of its compliance with Canadian and U.S. regulatory requirements, the Committee will be directly responsible for recommending to the shareholders the appointment of the independent auditor for the purpose of preparing or issuing any audit report or performing other audit, review or attest services for the Company. The Committee will also be directly responsible for the approval of the fees to be paid to the independent auditor for audit services, and for pre-approval of the retention of the independent auditor for any permitted non-audit service. The Committee will also be directly responsible for the retention, termination, compensation and oversight of the services of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. The independent auditor will report directly to the Committee.

The Committee, to the extent required by applicable laws or rules, or otherwise considered by the Committee to be necessary or appropriate, will

 

  (a)

review at least annually the independence of the independent auditor, including the independent auditor’s formal written statement of independence delineating all relationships between itself and the Company that may reasonably be thought to bear on the independence of the independent auditor with respect to the Company, including the matters set forth in Independence Standards Board Standard No. 1, review any reported relationships or services that may impact the objectivity and independence of the independent auditor, take appropriate action to oversee the independence of the independent auditor, and consider applicable auditor independence standards;

 

  (b)

ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by applicable law;

 

  (c)

review at least annually the independent auditor’s written report on its own internal quality control procedures; any material issues raised by the most recent internal quality control review, or peer review, of the independent auditor, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the independent auditor, and any steps taken to deal with these issues;

 

  (d)

review and evaluate the experience, qualifications and performance of the senior members of the audit team of the independent auditor;

 

  (e)

evaluate at least annually the performance of the independent auditor, including the lead partner, taking into account the opinions of management, and report to the Board on its conclusions regarding the independent auditor and its recommendation for appointment of the independent auditor for the purpose of preparing or issuing any report or performing other audit, review or attest services for the Company;

 

  (f)

meet with the independent auditor prior to the annual audit to review the planning, staffing and timing of the audit;

 

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  (g)

review with the independent auditor the adequacy and appropriateness of the accounting policies used in preparation of the financial statements;

 

  (h)

periodically meet separately with the independent auditor to review any problems or difficulties that the independent auditor may have encountered and management’s response, specifically

 

  (i)

any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to requested information, and any significant disagreements with management; and

 

  (ii)

any changes required in the planned scope of the audit; and

 

  (iii)

report to the Board on such meetings.

 

  (i)

when applicable, review the annual post-audit or management letter from the independent auditor and management’s response and follow-up in respect of any identified weakness;

 

  (j)

inquire regularly of management and the independent auditor whether there have been any significant issues between them regarding financial reporting or other matters and how they have been resolved, and intervene in the resolution if required;

 

  (k)

receive and review annually the independent auditor’s report on management’s evaluation of internal controls and procedures for financial reporting;

 

  (l)

review and approve the Company’s hiring policies regarding partners and employees and former partners and employees of the present and former independent auditor (as more particularly described in the attached Exhibit A, as the same may be amended by the Committee from time to time), including those policies that may have a material impact on the financial statements, pre-approve the hiring of any partner or employee or former partner or employee of the independent auditor who was a member of the Company’s audit team during the preceding three fiscal years and, in addition, pre-approve the hiring of any partner or employee or former partner or employee of the independent auditor (within the preceding three fiscal years) for senior positions within the Company, regardless whether that person was a member of the Company’s audit team; and

 

  (m)

obtain assurance from the independent auditor that the audit was conducted in a manner consistent with Section 10A of the Exchange Act.

 

16. Oversight in Respect of Risk Management

The Committee will develop guidelines and policies to govern the process by which the Company undertakes risk assessment and risk management, and will

 

  (a)

identify, assess and monitor the risks inherent in the business of the Company and establish and monitor compliance with policies and procedures necessary to address, as much as is reasonably possible, those identified risks;

 

  (b)

in conjunction with management, review on an annual basis all aspects of the Company’s risk management program, including insurance coverage, foreign exchange exposures and investments, disaster recovery and business continuity plans;

 

  (c)

review with management the presentation and impact of significant risks and uncertainties associated with the business of the Company;

 

  (d)

review with management and bring to the attention of the auditors any correspondence with regulators or government agencies, employee complaints, or published reports that raises material issues regarding the Company’s financial statements or accounting policies;

 

  (e)

review with management any litigation, claim or other contingency, including tax assessments, which could have a material effect upon the financial position of operating results, and the manner in which these matters have been disclosed in the financial statements;

 

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  (f)

discuss with management, at least annually, the guidelines and policies utilized by management with respect to financial risk assessment and management, and the major financial risk exposures and the procedures to monitor and control such exposures in order to assist the Committee to assess the completeness, adequacy and appropriateness of financial risk disclosure in management’s discussion and analysis of financial condition and results of operations and in the Company’s annual and quarterly financial statements; and

 

  (g)

oversee the investigation of alleged fraud, illegal acts and conflicts of interest, subject to a determination by the Board that any investigation should be conducted by the Board or another committee.

 

17. Oversight in Respect of Audit and Non-Audit Services

The Committee, to the extent required by applicable laws or rules, or otherwise considered by the Committee to be necessary or appropriate, will

 

  (a)

monitor compliance with the Company’s Audit and Non-Audit Services Pre-Approval Policy;

 

  (b)

adopt and periodically consider necessary amendments to the Company’s Audit and Non-Audit Services Pre-Approval Policy;

 

  (c)

have the sole authority to pre-approve all audit services (which may entail providing comfort letters in connection with securities underwritings) and all permitted non-audit services to be provided to the Company by the independent auditor, subject to any exceptions provided in the Exchange Act;

 

  (d)

if the Committee so chooses, delegate to one or more designated members of the Committee the authority to grant such pre-approvals, provided that the decision of any member to whom authority is delegated to pre-approve a service must be presented to the Committee at its next scheduled meeting.

 

18. Oversight in Respect of Other Items

The Committee, to the extent required by applicable laws or rules, or otherwise considered by the Committee to be necessary or appropriate, will

 

  (a)

monitor compliance with the Company’s Policy Regarding Transactions with Related Persons;

 

  (b)

adopt and periodically consider necessary amendments to the Company’s Policy Regarding Transactions with Related Persons;

 

  (c)

be responsible for the review of all related-party transactions, as such term is defined by the rules of the NASDAQ and the Securities and Exchange Commission and other matters including conflicts of interest;

 

  (d)

to the extent appropriate, ensure that appropriate processes are in place for approval of the expenses of the Executive Chair and the CEO; and

 

  (e)

review and concur in the appointment, replacement, reassignment, or dismissal of the Chief Financial Officer.

 

19. Oversight in Respect of Legal and Regulatory Compliance

The Committee, to the extent required by applicable laws or rules, or otherwise considered by the Committee to be necessary or appropriate, will

 

  (a)

review with the General Counsel the Company’s compliance policies, legal matters, and any reports or inquiries received from regulators or governmental agencies that could have a material effect upon the financial position of the Company and that are not subject to the oversight of another committee of the Board;

 

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  (b)

administer the Company’s Whistleblower Policy for the receipt, retention and follow-up of complaints received by the Company regarding accounting, internal controls, disclosure controls or auditing matters and any violation of the Company’s Code of Conduct and Code of Ethics for CEO and Senior Financial Officers and the confidential, anonymous submission of concerns by employees of the Company regarding any of these matters;

 

  (c)

develop, maintain, monitor and update as may be required the Code of Conduct and Code of Ethics for CEO and Senior Financial Officers;

 

  (d)

periodically review the Company’s disclosure policy.

 

20. Limitations on Oversight Function

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits, to guarantee the quality of the Company’s accounting practices or to determine that the Company’s financial statements are complete and accurate or are in accordance with GAAP. These are the responsibilities of management and the independent auditor. To the extent that procedures included in this Charter go beyond what is required of an Audit Committee by existing law and regulation, such procedures are meant to serve as guidelines rather than inflexible rules and the Committee may adopt such different or additional procedures as it deems necessary from time to time. The Committee, its Chair and any of its members who have accounting or related financial management experience or expertise are members of the Board of the Company appointed to the Committee to provide broad oversight of the financial risk and control related activities of the Company, and are specifically not accountable nor responsible for the day-to-day operation or performance of these activities. A member having accounting or related financial management experience or expertise, or being designated as an “audit committee financial expert,” is not to have imposed upon him or her a higher degree of individual responsibility or obligation than that imposed on other directors generally.

 

21. Funding for Audit and Oversight Functions

The Committee has the sole authority to determine (subject to Board confirmation as required), and to require the Company to fund, (a) appropriate compensation to the independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services; (b) appropriate compensation to independent counsel and other advisors engaged by the Committee as it deems necessary to carry out the Committee’s duties; and (c) administrative expenses necessary or appropriate to carrying out the Committee’s duties.

 

22. Committee Evaluation

The Committee’s performance will be evaluated regularly, in accordance with a process developed by the Corporate Governance and Nominating Committee and approved by the Board, and the results of that evaluation will be reported to the Corporate Governance and Nominating Committee and to the Board.

 

23. Review of Committee’s Charter

The Committee will assess the adequacy of this charter on an annual basis and recommend changes as appropriate to the Corporate Governance and Nominating Committee.

 

24. Miscellaneous

The Committee will have full access to management and to records of the Company as reasonably required to discharge its responsibilities.

The Committee may engage outside resources and advisors at the expense of the Company if deemed advisable.

 

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The Committee, upon approval by a majority of its members and to the extent permissible under applicable law, may delegate its duties and responsibilities to subcommittees comprised of one or more members.

The Committee may, to preserve required or desirable confidentiality or privacy concerns, limit disclosure of its proceedings or decisions as reasonably required and appropriate.

 

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EXHIBIT A

Hiring Policies regarding Partners and Employees of the Independent Auditor

and Certain of Their Family Members

The Committee has approved the following policy for the hiring of current partners and employees or former partners and employees of the Company’s independent auditor or certain of their family members.

 

1.

The Company shall not hire a current partner, principal, shareholder or professional employee of the independent auditor to serve as a member of its Board of Directors.

 

2.

The Company shall not hire the spouse, spousal equivalent, parent, dependent, nondependent child or sibling of a covered person in an accounting role or financial reporting oversight role.

 

3.

The Company shall not hire a former partner, principal, shareholder or professional employee of the independent auditor in an accounting role or a financial reporting oversight role, unless the individual

 

   

does not influence the independent auditor’s operations or financial policies;

 

   

has no capital balances in the independent auditor; and

 

   

has no financial arrangement with the independent auditor (other than retirement benefits permitted by Rule 2-01(c)(2)(iii)(A)(3) of SEC Regulation S-X).

 

4.

The Company shall not hire a former partner, principal, shareholder or professional employee of the independent auditor for a position with the Company in an accounting role or a financial reporting oversight role if such individual was the lead or concurring partner, or any other member of the audit engagement team who provided more than 10 hours of audit, review or attest services for the Company, unless in each case the employment with the independent auditor terminated at least one year prior to the date that audit procedures commenced for the fiscal period that includes the date of initial employment of the former audit engagement team member.

 

5.

Certain of the terms used in this policy are defined as follows:

 

  a.

An “accounting role” means a role in which a person is in a position to, or does, exercise more than minimal influence over the contents of the accounting records or anyone who prepares them.

 

  b.

An “audit engagement team” includes all partners and professional employees who participate in an audit, review or attestation engagement of the Company, including audit partners and all persons who consult with others on the audit engagement team during the audit, review or attestation engagement regarding technical or industry-specific issues, transactions or events.

 

  c.

An “audit partner” means a partner or persons in an equivalent position (other than a partner who consults with others on the audit engagement team during the audit, review or attestation engagement regarding technical or industry-specific issues, transactions or events) who is a member of the audit engagement team and who has responsibility for decision making on significant auditing, accounting and reporting matters that affect the financial statements, or who maintains regular contact with management and the Committee and includes the following:

 

   

the lead or coordinating audit partner having primary responsibility for the audit or review (the “lead partner”);

 

   

the partner performing a second level of review to provide additional assurance that the financial statements subject to the audit or review are in conformity with generally accepted accounting principles and the audit or review and any associated report are in accordance with generally accepted auditing standards and rules promulgated by the SEC or the Public Company Accounting Oversight Board (the “concurring or reviewing partner”);

 

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other audit engagement team partners who provide more than 10 hours of audit, review or attest services in connection with the annual or interim consolidated financial statements; and

 

   

other audit engagement team partners who serve as the lead partner in connection with any audit or review related to the annual or interim financial statements of the Company’s subsidiary whose assets or revenues constitute 20% or more of the assets or revenues of the Company’s consolidated assets or revenues.

 

  d.

A “covered person” means

 

  i.

The audit engagement team;

 

  ii.

all persons who,

 

  a.

supervise or have direct management responsibility for the audit, including all successively senior levels through the independent auditor’s chief executive;

 

  b.

evaluate the performance or recommend the compensation of the audit engagement partner; or

 

  c.

provide quality control or other oversight of the audit;

 

  iii.

any other partner, principal, shareholder or managerial employee of the independent auditor who has provided 10 or more hours of non-audit services to the Company for the period beginning on the date the audit services are provided and ending on the date the independent auditor signs the report on the financial statements for the fiscal year during which those services are provided, or who expects to provide 10 or more hours of non-audit services to the Company on a recurring basis; and

 

  iv.

any other partner, principal or shareholder from the office of the independent auditor in which the lead audit engagement partner primarily practices in connection with the audit.

 

  e.

A “financial reporting oversight role” means a role in which an individual is in a position to, or does, exercise influence over the contents of the financial statements or anyone who prepares them, such as when the individual is a member of the Board of Directors or similar management or governing body, chief executive officer, president, chief financial officer, chief operating officer, general counsel, chief accounting officer, controller, director of internal audit, director of financial reporting, treasurer or any equivalent position.

Prior to making a decision to hire any current or former employee of the independent auditor, the Committee may take into account any advice by the General Counsel of the Company that a proposed hiring is not barred by independence standards applicable to independent auditors of issuers of securities listed on the Toronto Stock Exchange or the NASDAQ.

The Committee will review annually a report to be provided by the Chief Financial Officer of the Company of any hiring during the preceding fiscal year of partners and employees of the Company’s independent auditor, including the identity and position within the Company of any person hired.

 

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Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following annual management’s discussion and analysis (“MD&A”) should be read in conjunction with our audited consolidated financial statements and the accompanying notes of SMART Technologies Inc. (the “Company”) for the fiscal year ended March 31, 2012. The consolidated financial statements have been presented in United States (“U.S.”) dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Unless the context otherwise requires, any reference to the “Company”, “SMART Technologies”, “SMART ® ”, “we”, “our”, “us” or similar terms refers to SMART Technologies Inc. and its subsidiaries. Because our fiscal year ends on March 31, references to a fiscal year refer to the fiscal year ended March 31 of the same calendar year. For example, when we refer to fiscal 2012, we mean our fiscal year ended March 31, 2012. Unless otherwise indicated, all references to “$” and “dollars” in this discussion and analysis mean U.S. dollars. The following table sets forth the period end and period average exchange rates for U.S. dollars expressed in Canadian dollars that are used in the preparation of our audited consolidated financial statements and this MD&A. These rates are based on the closing rates published by the Bank of Canada.

 

     Period End Rate      Period Average Rate  

Year ended March 31, 2012

     0.9975         0.9930   

Year ended March 31, 2011

     0.9696         1.0167   

Year ended March 31, 2010

     1.0158         1.0906   

This MD&A includes forward-looking statements which reflect our current views with respect to future events and financial performance. These statements include forward-looking statements both with respect to us specifically and the technology product industry and business, demographic and other matters in general. Statements which include the words “expanding”, “expect”, “increase”, “intend”, “plan”, “believe”, “project”, “estimate”, “anticipate”, “may”, “will”, “continue”, “further”, “seek” and similar words or statements of a future or forward-looking nature identify forward-looking statements for purposes of the applicable securities laws or otherwise. In particular and without limitation, this MD&A contains forward-looking statements pertaining to general market conditions, our strategy and prospects, including expectations of the education, business and government markets for our products, our plans and objectives for future operations, productivity enhancements and cost savings, our future financial performance and financial condition, the addition of new products to our portfolio and enhancements to current products, our industry, opportunities in the business and government markets and licensing opportunities, working capital requirements, our acquisition strategy, regulation, exchange rates and income tax considerations.

All forward-looking statements address matters that involve risks, uncertainties and assumptions. Accordingly, there are or will be important factors and assumptions that could cause our actual results and other circumstances and events to differ materially from those indicated in these statements, as discussed more fully in the sections “Risks Related to Our Business” and “Capital Structure Risks”. These risk factors and assumptions include, but are not limited to, the following:

 

   

competition in our industry;

 

   

reduced spending by our customers due to changes in the spending policies or budget priorities for government funding;

 

   

our ability to successfully execute our strategy to grow in the business and government markets;

 

   

our ability to grow our sales in foreign markets;

 

   

our ability to enhance current products and develop and introduce new products;

 

   

the development of the market for interactive learning and collaboration products;

 

   

possible changes in the demand for our products;

 

   

our ability to maintain sales in developed markets that are more saturated;

 

   

the potential negative impact of product defects;

 

   

our ability to successfully obtain patents or registration for other intellectual property rights or protect, maintain and enforce such rights;

 

   

third-party claims of infringement or violation of, or other conflicts with, intellectual property rights by us;

 

   

our ability to manage our business operations to create and sustain future growth effectively;

 

   

our ability to protect our brand;

 

   

our ability to obtain components and products from suppliers on a timely basis and on favorable terms;

 

   

the reliability of component supply and product assembly and logistical services provided by third parties;

 

   

our ability to establish new relationships and to build on our existing relationships with our dealers and distributors;

 

Page 1


   

our ability to manage risks inherent in foreign operations;

 

   

the potential of increased costs related to future restructuring and related charges;

 

   

our ability to integrate the operations of the various businesses we acquire;

 

   

the potential negative impact of system failures or cyber security attacks;

 

   

our ability to manage, defend and settle litigation; and

 

   

our ability to manage cash flow, foreign exchange risk and working capital.

Overview

SMART Technologies Inc. is a leading provider of collaboration solutions that change the way the world works and learns. As the global leader in interactive displays, our focus is on developing a variety of easy-to-use, integrated solutions that free people from their desks and computer screens, making collaboration and learning with digital resources more natural. Our products have transformed teaching and learning in more than 1.9 million classrooms worldwide, reaching over 40 million students and their teachers. In business, our Freestorm™ visual collaboration solutions improve the way that people work and collaborate, enabling them to be more productive and reduce costs.

At the core of SMART’s solution is the interactive display with solutions specifically designed for both education and business. SMART’s solutions for education combine collaboration software with a comprehensive line of interactive displays and other complementary hardware, accessories and services which enhance learning in a variety of ways. SMART’s Freestorm visual collaboration solutions for business include a set of comprehensive business products that combine industry leading interactive displays, intuitive collaboration software and remote collaboration tools.

We generate our revenue from the sale of these interactive technology products and integrated solutions, including hardware, software and services. Our global expansion has led to our products being used in more than 175 countries worldwide through our distributor and dealer network to the education, business and government markets. Although we do not sell to them directly, we consider these end-users to be our customers. We estimate that approximately 85% of our sales are to customers in the education market and the other 15% to customers in the business and government markets.

Our company operates in a fast-paced global environment where technology changes rapidly and the list of new competitors and competitor products is growing. As we focus on expanding our markets and further developing our portfolio of collaboration solutions, we plan to continue building on our position as the global leader in the interactive display product category. With educational funding constraints in North America and the ongoing economic debt crisis in Europe, we are focused on balancing our investment between education and our growing business segment.

The company is investing heavily in the business and government markets with plans to aggressively drive demand for our products. We are leveraging new and existing dealers and distributors and other strategic relationships to penetrate these markets. Our commitment to this segment is encompassed in our new Freestorm visual collaboration solutions which focus on the simplicity and ease of use of our products, while fully integrating them with critical business processes and products for a superior collaborative business solution. We have expanded our research and development, sales and marketing teams to develop and sell solutions for these markets and SMART has also recently partnered with other unified communication and collaboration companies to deliver enhanced interactive collaboration solutions.

In the education market, we believe that significant opportunities exist beyond the traditional markets we have penetrated. Our strategy includes acquiring new customers in emerging markets we are developing that have seen recent growth. We focus on selective investment in profitable emerging markets and have expanded operations in continental Europe, Asia and in other countries where we believe average penetration rates are currently lower than in the United Kingdom, U.S. and Canada. We have broadened our geographical focus to support our distribution channel by opening offices in additional countries, by continuing to hire additional personnel in our current global locations and by increasing our global distribution network. We have also varied our sales approach regionally with a focus on deeper product penetration in mature markets, like North America, while marketing and selling our complete solution to new customers in developing global markets.

We have been successful at penetrating our different target markets by providing fully integrated solutions including hardware, software and support services that enhance the interactive display experience with improved collaboration. We have also increased the depth and quality of the digital content offered by us and third parties for use on our interactive displays. We have supported our focus of expanding globally and further penetrating the education, business and government markets by developing different series of collaboration solutions designed to meet the specific requirements of our target markets.

Our portfolio of products has expanded to include several new products. We have recently launched four new models of collaboration systems for business which incorporate the SMART appliance and the SMART Board ® 400 Series

 

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interactive overlay which can be added to numerous types of flat-panel displays to enable touch and ink interactivity. We have recently announced our Freestorm visual collaboration solutions including the SMART Board 8055i interactive flat panel, our first large-format interactive display with presence detection, and the LightRaise™ 40wi interactive projector, intended to provide an affordable way of integrating interactive technology product into the classroom. We will also be launching SMART Notebook™ 11 software which has a number of new features that offer even more opportunities for collaboration and increased interaction.

Highlights

Economic challenges in our main markets and restrictions on government spending have continued to impact our results compared to prior periods. Restrained North American education spending on technology investments has resulted in a significant decline in North American education revenue in fiscal 2012, which was partially offset by growth in Europe, the Middle East and Africa (“EMEA”), the rest of world and the business market. Key highlights in fiscal 2012 are as follows:

 

   

Revenue decreased by $44.3 million, or 5.6% in fiscal 2012 compared to fiscal 2011 and our interactive display unit sales declined 6.7% year over year. Gross margin at 45.0% was lower than the prior year primarily due to decreased revenue and the impact of allocating fixed overhead costs over this lower revenue. There were a number of other contributing factors including costs related to the move of our Ottawa assembly facility to contract manufacturers, delays in product cost reduction initiatives triggering lower than targeted margins on a number of new products and competitive pricing in certain markets. We also recorded a fourth quarter warranty charge of $5.2 million primarily related to repairs and replacements of our SMART UF55 line of projectors. This charge is in addition to warranty provisions previously disclosed for this product in the fourth quarter of fiscal 2011. The SMART UF55 projector was discontinued in fiscal 2011 and this issue is not expected to impact our current product lines. We are focused on improving our margins through cost reduction initiatives designed to reduce the cost of sales for both products sold in emerging markets and new products we introduce to maintain our market leadership position.

 

   

We are continuing our focus on cost management and investing strategically while striving to gain efficiencies in our base structure. We announced in August that we would move our remaining assembly operations to contract manufacturers and discontinue our own product assembly in Ottawa, Canada. In fiscal 2012, we incurred total costs of approximately $14.6 million related to this transition, of which $13.4 million was recorded as restructuring costs in operating expenses with the remainder in cost of sales. In December 2011, we ceased using the assembly and warehouse space at the Ottawa facility. As a result, we recorded lease obligation costs of $8.1 million in the third quarter of fiscal 2012 based on future lease expenditures and estimated future sublease rentals for the remainder of the lease term which are included in the $14.6 million of restructuring costs discussed above.

 

   

In August 2011, our Board of Directors approved a share repurchase program and normal course issuer bid for the purchase and cancellation of up to 4,000,000 of the Company’s Class A Subordinate Voting Shares. By March 31, 2012, we had repurchased for cancellation 2,327,486 Class A Subordinate Voting Shares at an average price of $4.19 per share for a total purchase price of $9.8 million.

 

   

During fiscal 2012, the remaining balance of $45.0 million of the Second lien facility was repaid.

Sources of Revenue and Expenses

Revenue

We generate our revenue from the sale of interactive technology products and solutions, including hardware, software and services. Our distribution and sales channel includes dealers in North America and distributors in the EMEA, Caribbean, Latin America and Asia Pacific regions. We complement and support our sales channel with sales and support staff who work either directly with prospective customers or in coordination with our sales channel to promote and provide products and solutions that address the needs of the end-user. Revenue is recognized at the time we transfer the risks and rewards to our sales channel according to contractual terms. Our current practice usually involves multiple elements including post-contract technical support, software upgrades and updates, although we are not contractually required to do so. Revenue from product sales is allocated to each element based on relative fair values with any discount allocated proportionately. Revenue attributable to undelivered elements is deferred and recognized ratably over the estimated term of provision of these elements.

In the past, one of our key revenue metrics was the volume and average selling price of interactive whiteboards sold. Interactive technology products have evolved significantly and now encompass a far wider array of products. As a result, beginning in the fourth quarter of fiscal 2012, we are now reporting the volume and average selling price of interactive displays, a new broader category, and have stated these numbers retroactively throughout the MD&A. Interactive displays include SMART Board interactive whiteboard systems and associated projectors, SMART Board interactive flat panels, appliance-based interactive displays, SMART Board interactive overlays, SMART Podium™ interactive pen displays and SMART Table ® interactive learning centers.

 

Page 3


Cost of Sales

Our cost of sales have been primarily comprised of the cost of materials and components purchased from our suppliers, assembly labor and overhead costs, inventory provisions and write offs, warranty costs, product transportation costs and other supply chain management costs. With the transition of all product assembly to contract manufacturers in the last half of the fiscal year, assembly labor and certain overhead costs are now incorporated in the cost from contract manufacturers. Standard warranty periods on interactive displays extend up to five years and on other hardware products from one to three years. At the time product revenue is recognized, an accrual for estimated warranty costs is recorded as a component of cost of sales based on estimates for similar product experience. This is adjusted over time as actual claims experience data is obtained. In instances where specific product issues are determined outside of the normal warranty estimates, additional provisions are recorded to address the specific item. Depreciation of assembly equipment is included in cost of sales. To the extent that our sales increase, we also expect our cost of sales to increase in absolute dollars.

Selling, Marketing and Administration Expenses

Our selling and marketing expenses consist primarily of costs relating to our sales and marketing activities, including salaries and related expenses, customer order management activities, customer support, advertising, trade shows and other promotional activities. We offer various cooperative marketing programs to assist our sales channel to market and sell our products which are included as part of selling and marketing expenses. Our administration expenses consist of costs relating to people services, information systems, legal and finance functions, professional fees, insurance, stock-based compensation and other corporate expenses. We expect these expenses to increase slightly compared to prior years as a percentage of revenue.

Research and Development Expenses

Research and development expenses consist primarily of salaries and related expenses for software and hardware engineering and technical personnel as well as materials and consumables used in product development. We incur most of our research and development expenses in Canada and New Zealand, and are eligible to receive Scientific Research and Experimental Development (“SR&ED”) investment tax credits for certain eligible expenditures. Investment tax credits are netted against our provision for income taxes for financial statement presentation purposes. We expect research and development expenses to increase slightly compared to prior years as a percentage of revenue as we focus on enhancing and expanding our product offerings.

Interest Expense

We incur interest expense on our outstanding long-term debt and credit facility. Interest expense declined significantly in fiscal 2011 as a result of the 2010 Reorganization which resulted in the conversion of the shareholder note payable and cumulative preferred shares into equity during the first quarter of fiscal 2011. Interest expense also declined in fiscal 2012 due to the significant debt repayments made in the last three quarters of fiscal 2011 and first two quarters of fiscal 2012.

Foreign Exchange Gains & Losses

We report our financial results in U.S. dollars allowing us to assess our business performance in comparison to the financial results of other companies in the technology industry. Our Canadian operations and marketing support subsidiaries around the world have the Canadian dollar as their functional currency. Our U.S. and New Zealand operating subsidiaries have the U.S. dollar as their functional currency and our Japanese operating subsidiary has the Japanese Yen as its functional currency. The financial results of these operating subsidiaries are converted to Canadian dollars for consolidation purposes and then the Canadian consolidated financial results are converted from Canadian dollars to U.S. dollars for reporting purposes.

Our foreign exchange exposure is primarily between the Canadian dollar and both the U.S. dollar and the Euro. This exposure relates to our U.S. dollar-denominated assets and liabilities, including our external debt, the sale of our products to customers globally and purchases of goods and services in foreign currencies. Gains and losses on our U.S. dollar-denominated debt prior to its maturity or redemption are non-cash in nature.

 

Page 4


Results of Operations

The following table sets forth certain consolidated statements of operations data and other data for the periods indicated in millions of dollars, except for percentages, shares, per share amounts, units and average selling prices.

 

     Fiscal Year Ended March 31,  
     2012     2011     2010  

Consolidated Statements of Operations

      

Revenue

   $ 745.8      $ 790.1      $ 648.0   

Cost of sales

     410.2        399.2        326.5   
  

 

 

   

 

 

   

 

 

 

Gross margin

     335.6        390.9        321.5   

Operating expenses

      

Selling, marketing and administration

     178.3        180.1        138.8   

Research and development

     51.8        53.7        33.6   

Depreciation and amortization

     30.8        31.8        15.9   

Restructuring costs

     13.4        —          —     
  

 

 

   

 

 

   

 

 

 

Operating income

     61.3        125.3        133.2   

Non-operating expenses

      

Other income, net

     (0.5     (0.5     (0.2

Interest

     14.6        31.6        64.9   

Foreign exchange loss (gain)

     8.5        (10.5     (91.8
  

 

 

   

 

 

   

 

 

 

Income before income taxes

     38.7        104.7        160.3   

Income tax expense

     6.9        35.3        18.3   
  

 

 

   

 

 

   

 

 

 

Net income

   $ 31.8      $ 69.4      $ 142.0   
  

 

 

   

 

 

   

 

 

 

Earnings per share

      

Basic

   $ 0.26      $ 0.53      $ 0.81   

Diluted

   $ 0.26      $ 0.53      $ 0.81   

Weighted-average number of shares outstanding

      

Basic

     122,726,275        130,775,288        176,322,584   

Diluted

     123,370,043        130,775,288        176,322,584   

Period end number of shares outstanding

     121,445,305        123,772,791        181,053,688   

Selected Data

      

Revenue by geographic location

      

North America

   $ 486.9      $ 558.4      $ 457.3   

Europe, Middle East and Africa

     183.9        175.5        149.9   

Rest of World

     75.0        56.2        40.8   
  

 

 

   

 

 

   

 

 

 
   $ 745.8      $ 790.1      $ 648.0   
  

 

 

   

 

 

   

 

 

 

Revenue change (1)

     (5.6 )%      21.9     38.4

As a percent of revenue

      

Gross margin

     45.0     49.5     49.6

Selling, marketing and administration

     23.9     22.8     21.4

Research and development

     6.9     6.8     5.2

Adjusted EBITDA (2)

   $ 127.5      $ 185.8      $ 166.3   

Adjusted EBITDA as a percent of revenue (2)(3)

     16.9     23.1     25.1

Adjusted Net Income (4)

   $ 70.6      $ 85.5      $ 59.5   

Adjusted Net Income per share (4)(5)

   $ 0.57      $ 0.65      $ 0.34   

Total number of interactive displays sold (6)

     395,101        423,390        384,082   

Average selling price of interactive displays sold (7)

   $ 1,426      $ 1,422      $ 1,513   

Total assets

   $ 539.6      $ 546.2      $ 528.1   

Total long-term liabilities

   $ 393.6      $ 435.9      $ 978.0   

 

Certain reclassifications have been made to prior periods’ figures to conform to the current period’s presentation.

 

(1)

Revenue change is calculated as a percentage by comparing the change in revenue in the period to revenue during the same period in the immediately preceding fiscal year.

(2)

Adjusted EBITDA is a non-GAAP measure that is described and reconciled to net income in the next section and is not a substitute for the GAAP equivalent.

(3)

Adjusted EBITDA as a percentage of revenue is calculated by dividing Adjusted EBITDA by revenue after adding back the net change in deferred revenue.

(4)

Adjusted Net Income is a non-GAAP measure that is described and reconciled to net income in the next section and is not a substitute for the GAAP equivalent.

(5)

Adjusted Net Income per share is calculated by dividing Adjusted Net Income by the average number of basic shares outstanding during the period.

(6)

Interactive displays include SMART Board interactive whiteboard systems and associated projectors, SMART Board interactive flat panels, appliance-based interactive displays, SMART Board interactive overlays, SMART Podium interactive pen displays and SMART Table interactive learning centers.

(7)

Average selling price of interactive displays is calculated by dividing the total revenue from the sale of interactive displays by the total number of units sold.

 

Page 5


Non-GAAP measures

We define Adjusted EBITDA as net income before interest, income taxes, depreciation and amortization, as well as adjusting for the following items: foreign exchange gains or losses, net change in deferred revenue, stock-based compensation, acquisition costs, costs of restructuring and other income. We define Adjusted Net Income as net income before stock-based compensation, acquisition costs, costs of restructuring, foreign exchange gains or losses, net change in deferred revenue and amortization of intangible assets, all net of tax.

Adjusted EBITDA and Adjusted Net Income are non-GAAP measures and should not be considered as an alternative to net income or any other measure of financial performance calculated and presented in accordance with GAAP. Adjusted EBITDA, Adjusted Net Income and other non-GAAP measures have inherent limitations and therefore, you should not place undue reliance on them.

We use Adjusted EBITDA as a key measure to assess the core operating performance of our business removing the effects of our leveraged capital structure and the volatility associated with the foreign exchange on our U.S. dollar-denominated debt. We also use Adjusted Net Income to assess the performance of the business removing the after-tax impact of stock-based compensation, acquisition costs, costs of restructuring, foreign exchange gains and losses, revenue deferral and amortization of intangible assets. We use both of these measures to assess business performance when we evaluate our results in comparison to budgets, forecasts, prior-year financial results and other companies in our industry. Many of these companies use similar non-GAAP measures to supplement their GAAP disclosures but such measures may not be directly comparable. In addition to its use by management in the assessment of business performance, Adjusted EBITDA is used by our Board of Directors and by our lenders in assessing management’s performance. Adjusted Net Income is used by our Board of Directors in assessing management’s performance and is a key metric in the determination of incentive plan payments. We believe Adjusted EBITDA and Adjusted Net Income may be useful to investors in evaluating our operating performance because securities analysts use metrics similar to Adjusted EBITDA and Adjusted Net Income as supplemental measures to evaluate the overall operating performance of companies.

Some of the limitations of Adjusted EBITDA are that it does not reflect:

 

   

income taxes;

 

   

depreciation and amortization;

 

   

interest expense;

 

   

foreign exchange gains or losses;

 

   

changes in deferred revenue which, in accordance with our revenue recognition policy described under “Critical Accounting Policies and Estimates – Revenue Recognition” below, represents the portion of our sales that we do not recognize in the period less amounts recognized from prior periods;

 

   

stock-based compensation expense;

 

   

acquisition costs;

 

   

costs of restructuring; and

 

   

other income, including interest income and gains or losses related to the sale of property and equipment.

Adjusted Net Income has the same limitations as Adjusted EBITDA discussed above, with the exception that it does reflect income taxes, depreciation and amortization of property and equipment, interest expense and other income.

We compensate for the inherent limitations associated with using Adjusted EBITDA and Adjusted Net Income through disclosure of such limitations, presentation of our financial statements in accordance with GAAP and reconciliation of Adjusted EBITDA and Adjusted Net Income to the most directly comparable GAAP measure, net income.

 

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The following table sets forth the reconciliation of net income to Adjusted EBITDA in millions of dollars.

 

     Fiscal Year Ended March 31,  
     2012     2011     2010  

Adjusted EBITDA

      

Net income

   $ 31.8      $ 69.4      $ 142.0   

Income tax expense

     6.9        35.3        18.3   

Depreciation in cost of sales

     3.8        4.1        2.0   

Depreciation and amortization

     30.8        31.8        15.9   

Interest expense

     14.6        31.6        64.9   

Foreign exchange loss (gain)

     8.5        (10.5     (91.8

Change in deferred revenue (1)

     8.6        14.8        13.4   

Stock-based compensation

     8.4        8.7        —     

Acquisition costs

     —          1.1        1.8   

Costs of restructuring (2)

     14.6        —          —     

Other income, net

     (0.5     (0.5     (0.2
  

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 127.5      $ 185.8      $ 166.3   
  

 

 

   

 

 

   

 

 

 

 

(1)

Change in deferred revenue is calculated as the difference between deferred revenue and deferred revenue recognized. In accordance with our revenue recognition policy, deferred revenue represents the portion of our sales that we do not recognize in the period. Deferred revenue recognized represents the portion of our revenue deferred in a prior period that we recognized in the current period. We deferred revenue of $42.7 million, $44.2 million and $36.9 million in the years ended March 31, 2012, 2011 and 2010, respectively.

(2)

Includes restructuring costs of $13.4 million disclosed in the Company’s consolidated statements of operations in fiscal 2012 and $1.2 million in raw materials inventory write-offs in fiscal 2012 related to product lines that were discontinued at the Ottawa facility in connection with the restructuring activities.

The following table sets forth the reconciliation of net income to Adjusted Net Income and basic and diluted earnings per share to Adjusted Net Income per share in millions of dollars, except per share amounts.

 

     Fiscal Year Ended March 31,  
     2012      2011     2010  

Adjusted Net Income

       

Net income

   $ 31.8       $ 69.4      $ 142.0   

Adjustments to net income

       

Amortization of intangible assets

     9.6         9.0        —     

Foreign exchange loss (gain)

     8.5         (10.5     (91.8

Change in deferred revenue (1)

     8.6         14.8        13.4   

Stock-based compensation

     8.4         8.7        —     

Acquisition costs

     —           1.1        1.8   

Costs of restructuring (2)

     14.6         —          —     
  

 

 

    

 

 

   

 

 

 
     49.7         23.1        (76.6

Tax impact on adjustments (3)

     10.9         7.0        5.9   
  

 

 

    

 

 

   

 

 

 

Adjustments to net income, net of tax

     38.8         16.1        (82.5
  

 

 

    

 

 

   

 

 

 

Adjusted Net Income

   $ 70.6       $ 85.5      $ 59.5   
  

 

 

    

 

 

   

 

 

 

Adjusted Net Income per share

       

Earnings per share – basic and diluted

   $ 0.26       $ 0.53      $ 0.81   

Adjustments to net income, net of tax, per share

     0.31         0.12        (0.47
  

 

 

    

 

 

   

 

 

 

Adjusted Net Income per share

   $ 0.57       $ 0.65      $ 0.34   
  

 

 

    

 

 

   

 

 

 

 

(1)

Change in deferred revenue is calculated as the difference between deferred revenue and deferred revenue recognized. In accordance with our revenue recognition policy, deferred revenue represents the portion of our sales that we do not recognize in the period. Deferred revenue recognized represents the portion of our revenue deferred in a prior period that we recognized in the current period.

(2)

Includes restructuring costs of $13.4 million disclosed in the Company’s consolidated statements of operations in fiscal 2012 and $1.2 million in raw materials inventory write-offs in fiscal 2012 related to product lines that were discontinued at the Ottawa facility in connection with the restructuring activities.

(3)

Reflects the tax impact on the adjustments to net income. A key driver of our foreign exchange loss (gain) is the conversion of our U.S. dollar-denominated debt that was originally incurred at an average rate of 1.05. When the unrealized foreign exchange amount on U.S. dollar-denominated debt is in a net gain position as measured against the original exchange rate, the gain is tax-effected at current rates. When the unrealized foreign exchange amount on the U.S. dollar-denominated debt is in a net loss position as measured against the original exchange rate, a valuation allowance is taken against it and as a result no net tax effect is recorded.

Results of Operations – Fiscal 2012 Compared to Fiscal 2011

Revenue

Revenue decreased by $44.3 million, or 5.6%, from $790.1 million in fiscal 2011 to $745.8 million in fiscal 2012. Sales volumes for SMART’s interactive displays in fiscal 2012 were 395,101 units, a decrease of 28,289 units, or 6.7%, from 423,390 units in fiscal 2011. Although product penetration levels as well as budget and funding constraints in the U.S. education market have resulted in a decline in North American revenue, we have seen revenue growth in other areas in which we have invested, such as EMEA and the business market. For fiscal 2012 compared to fiscal 2011, the decline in North American revenue outweighed the impact of global expansion as U.S. federal, state and local education budgets faced pressure due to current economic conditions which resulted in a pullback in spending by school districts in all areas from salaries to technology purchases. The decrease in revenue related to lower North American spending was partially mitigated by the weakening of the U.S. dollar against the Euro, Canadian dollar and British pound sterling which positively impacted revenue by approximately $6.9 million in fiscal 2012 compared to fiscal 2011.

 

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Gross Margin

Gross margin decreased by $55.3 million from $390.9 million in fiscal 2011 to $335.6 million in fiscal 2012. The gross margin percentage in fiscal 2012 declined to 45.0% compared to 49.5% in fiscal 2011. Lower revenue was the key driver of the absolute gross margin decline which was compounded by the impact of allocating fixed overhead costs over this lower revenue. Previously fixed overhead costs were included in inventory standard costs and spread over the year. Other factors contributing to the lower year-over-year gross margin percentages included costs relating to the transition from our assembly facility in Ottawa to contract manufacturers including inventory write-downs associated with the move and related cleanup and under absorbed overhead costs incurred during the period of transition. Warehousing and freight costs increased with our introduction of new and expanded product lines and our warranty provision increased by $6.0 million during the year largely due to a fourth quarter warranty charge of $5.2 million primarily related to repairs and replacements of our SMART UF55 line of projectors. We also launched a new line of projectors in fiscal 2012 for which the combination of introductory pricing and higher initial costs narrowed our margins. We expect to improve our margins going forward with lower cost, localized contract manufacturing and other cost-down initiatives. The decrease in gross margin related to the decline in revenue in fiscal 2012 compared to fiscal 2011 was partially offset by positive foreign exchange impacts of approximately $4.3 million primarily due to the year-over-year weakening of the U.S. dollar relative to the Euro, Canadian dollar and British pound sterling, which positively impacted our revenue and negatively impacted our cost of sales.

Operating Expenses

Selling, Marketing and Administration Expenses

Selling, marketing and administration expenses decreased by $1.8 million, or 1.0%, from $180.1 million in fiscal 2011 to $178.3 million in fiscal 2012. Removing the impact of foreign exchange, selling, marketing and administration decreased by $5.9 million in fiscal 2012 compared to fiscal 2011. This decrease reflects our focus on cost containment in light of continued uncertainty surrounding education funding. The negative foreign exchange impact of $4.1 million was due to the weakening in the value of the U.S. dollar relative to the Canadian dollar, Euro and New Zealand dollar.

Research and Development Expenses

Our research and development expenses decreased by $1.9 million, or 3.5%, from $53.7 million in fiscal 2011 to $51.8 million in fiscal 2012. Removing the impact of foreign exchange, research and development expenses decreased by $3.4 million. Reduced salary costs related to staff turnover and delays in resourcing certain projects contributed to the decline. Approximately $0.9 million of the decrease was related to technology development grant funding received from the New Zealand government in fiscal 2012. The negative foreign exchange impact of $1.5 million was due to the year-over-year weakening in the value of the U.S. dollar compared to the Canadian dollar and New Zealand dollar.

Depreciation and Amortization

Depreciation and amortization of property and equipment decreased by $1.6 million from $22.8 million in fiscal 2011 to $21.2 million in fiscal 2012.

Amortization of intangible assets reflects amortization of $9.6 million in fiscal 2012 compared to $9.0 million in fiscal 2011 on $50.1 million of intangible assets recorded upon the acquisition of NextWindow on April 21, 2010. The weighted-average amortization period for the intangible assets is 5.6 years.

Costs of Restructuring

In August 2011, we announced the transfer of the remainder of our interactive display assembly operations from our leased assembly facility in Ottawa, Canada to our existing contract manufacturers. This decision reflected our continued focus on cost management and the transition was completed by March 31, 2012. Although certain product development, procurement and logistics functions will remain in the Ottawa facility, staffing levels have been significantly reduced as a result of this decision. We incurred approximately $14.6 million related to this restructuring in fiscal 2012. These costs consisted of employee termination benefits and the associated costs of outplacement services of $3.7 million, $1.2 million in raw materials inventory write-offs related to product lines that were discontinued at the Ottawa facility as part of the transition to contract manufacturers and $1.6 million in labor and other costs related to the shutdown of the facility. In December 2011, we ceased using the assembly and warehouse space at the Ottawa facility. As a result, we recorded lease obligation costs of $8.1 million in the third quarter of fiscal 2012, based on future lease expenditures and estimated future sublease rentals for the remainder of the lease term.

 

Page 8


Non-Operating Expenses

Interest Expense

Interest expense decreased by $17.0 million, or 53.8%, from $31.6 million in fiscal 2011 to $14.6 million in fiscal 2012. Interest expense decreased as a result of the 2010 Reorganization which resulted in the conversion of the shareholder note payable and cumulative preferred shares into equity during the first quarter of fiscal 2011, as well as the debt repayments made in the last three quarters of fiscal 2011 and first two quarters of fiscal 2012 totaling $232.8 million. Using interest rates and the debt level at March 31, 2012, we expect that future interest expense will be approximately $11.5 million annually.

Foreign Exchange Loss (Gain)

Foreign exchange loss (gain) changed by $19.0 million, from a gain of $10.5 million in fiscal 2011 to a loss of $8.5 million in fiscal 2012. This year-over-year change primarily related to the conversion of our U.S. dollar-denominated debt into our functional currency of Canadian dollars slightly offset by the revaluation of the higher U.S. dollar-denominated cash and accounts receivables in fiscal 2012 compared to fiscal 2011. The period end exchange rates moved from CDN$0.9696 at March 31, 2011 to CDN$0.9975 at March 31, 2012, representing a 2.9% strengthening of the U.S. dollar against the Canadian dollar compared to a weakening of the U.S. dollar of 4.5% against the Canadian dollar in fiscal 2011.

Provision for Income Taxes

Income tax expense decreased by $28.4 million from $35.3 million in fiscal 2011 to $6.9 million in fiscal 2012. Our tax provision is weighted towards Canadian income tax rates as substantially all our taxable income is Canadian-based. In calculating the tax provision, we adjust income before income taxes by the unrealized foreign exchange loss (gain) from the revaluation of the U.S. dollar-denominated debt. This is treated as a capital item for income tax purposes. We take a valuation allowance if the conversion of external U.S. dollar-denominated debt is in a net foreign exchange loss position due to the uncertainty that we will be able to utilize the capital loss in the future. The decrease in tax expense in fiscal 2012 compared to fiscal 2011 was primarily due to the reduction in net income and the recognition of additional SR&ED credits upon filing our June 7, 2010 and March 31, 2011 Canadian SR&ED claims. The tax provision also includes investment tax credits recorded in fiscal 2012 and fiscal 2011 of $9.2 million and $4.4 million, respectively.

Net Income

Net income decreased by $37.6 million from $69.4 million in fiscal 2011 to $31.8 million in fiscal 2012. The decrease was primarily due to the decrease in gross margin of $55.3 million, the increase in restructuring costs of $13.4 million included in operating expenses and the impact of the volatility of the U.S. dollar relative to the Canadian dollar, which resulted in a $19.0 million increase in year-over-year foreign exchange losses. This was offset by decreases in operating expenses excluding restructuring costs of $4.7 million and interest and income tax expenses of $17.0 million and $28.4 million, respectively.

Adjusted EBITDA

Adjusted EBITDA decreased by $58.3 million, or 31.4%, from $185.8 million in fiscal 2011 to $127.5 million in fiscal 2012. The change was primarily due to the decrease in gross margin partially offset by lower deferred revenue related to lower sales and decreases in selling, marketing and administration expenses and research and development expenses.

Adjusted Net Income

Adjusted Net Income decreased by $14.9 million, or 17.4%, from $85.5 million in the fiscal 2011 to $70.6 million in fiscal 2012. The decrease in gross margin was partially offset by lower deferred revenue related to lower sales, decreases in selling, marketing and administration expenses and research and development expenses and reduced interest expense and income taxes.

Stock-based Compensation

The Company has an Equity Incentive Plan which provides for the grant of options, restricted share units (“RSUs”) and deferred share units (“DSUs”) to directors, officers, employees and service providers of the Company and its subsidiaries. During fiscal 2012, we granted 2,172,828 stock options to purchase an equivalent number of the Company’s Class A Subordinate Voting Shares at a weighted-average exercise price of $5.54 which vest over 48 months. The Company had a total of 3,000,657 options outstanding at March 31, 2012 with a weighted-average exercise price of $9.11. During fiscal 2012, we also issued 30,000 DSUs to independent directors and 250,850 time-based RSUs and 404,250 performance-based RSUs to Company executives.

Including these new issuances, we expect total stock-based compensation in selling, marketing and administration and research and development expenses to be approximately $4.4 million in fiscal 2013.

 

Page 9


Results of Operations – Fiscal 2011 Compared to Fiscal 2010

Revenue

Revenue increased by $142.1 million, or 21.9%, from $648.0 million in fiscal 2010 to $790.1 million in fiscal 2011. Sales volumes for SMART’s interactive displays for fiscal 2011 were 423,390 units, an increase of 39,308 units, or 9.3%, from 384,082 units in fiscal 2010. The majority of this growth was driven by market demand in the education sector in both North America and EMEA. In North America, revenue increased by $101.1 million as a result of continued adoption of interactive displays in the education market, and increased sales of related attachment products. In EMEA, revenue increased by $25.6 million as a result of our expansion in this region during fiscal 2011.

Gross Margin

Gross margin increased by $69.4 million from $321.5 million in fiscal 2010 to $390.9 million in fiscal 2011. The gross margin percentage in fiscal 2011 was 49.5% compared to 49.6% in fiscal 2010. Although we continue to focus on lowering assembly costs of certain key components in our product offering as well as logistics and transportation costs, improvements were offset by higher warranty provisions on certain attachment and extension products. The increase in gross margin was partially offset by a negative foreign exchange impact of approximately $6.1 million as a result of the year-over-year weakening of the Euro relative to the U.S. dollar, which impacted our revenue, and the strengthening of the Canadian dollar relative to the U.S. dollar, which impacted our cost of sales.

Operating Expenses

Selling, Marketing and Administration Expenses

Selling, marketing and administration expenses increased by $41.3 million, or 29.8%, from $138.8 million in fiscal 2010 to $180.1 million in fiscal 2011. Approximately $9.0 million of the increase was related to growth in North American employee levels and $8.1 million was related to stock-based compensation expense from the Participant Equity Loan Plan and the Equity Incentive Plan. Approximately $7.4 million of the increase related to increased consulting fees and other costs primarily related to our information systems, the acquisition of NextWindow and the additional costs related to being a public company. Internationally, our expansion in Europe, as part of our global strategy, accounted for approximately $4.3 million of the increase and selling, marketing and administration expenses of NextWindow accounted for approximately $5.7 million of the increase. Lastly, the strengthening in the value of the Canadian dollar compared to the U.S. dollar contributed approximately $8.8 million of the increase.

Research and Development Expenses

Our research and development expenses increased by $20.1 million, or 59.8%, from $33.6 million in fiscal 2010 to $53.7 million in fiscal 2011. These increases reflect our continued commitment to innovation and investment in product development for the education and business markets, including an increase in the number of software developers, engineers and technicians required to support this development, as well as the acquisition of NextWindow. Also, the strengthening in the value of the Canadian dollar compared to the U.S. dollar contributed approximately $3.1 million of the increase.

Depreciation and Amortization

Depreciation and amortization of property and equipment increased by $6.9 million from $15.9 million in fiscal 2010 to $22.8 million in fiscal 2011. This reflects higher depreciation from our continued investment in systems to support our business growth.

Amortization of intangible assets reflects amortization of $9.0 million on $50.1 million of intangible assets recorded upon the acquisition of NextWindow on April 21, 2010. The weighted average amortization period for the intangible assets is 5.6 years.

Non-Operating Expenses

Interest Expense

Interest expense declined by $33.3 million, or 51.3%, from $64.9 million in fiscal 2010 to $31.6 million in fiscal 2011. Interest expense declined as a result of the 2010 Reorganization which resulted in the conversion of the shareholder note payable and cumulative preferred shares into equity during the first quarter of fiscal 2011, as well as the debt repayments made in the last three quarters of fiscal 2011.

Foreign Exchange Gain

Foreign exchange gains decreased by $81.3 million, from $91.8 million in fiscal 2010 to $10.5 million in fiscal 2011. Foreign exchange gains and losses have primarily resulted from the conversion of our U.S. dollar-denominated long-term debt into our functional currency of Canadian dollars. From March 31, 2010 to March 31, 2011, the U.S. dollar weakened

 

Page 10


by approximately 4.5% against the Canadian dollar from CDN$1.0158 to CDN$0.9696, resulting in an unrealized foreign exchange gain on our U.S. dollar-denominated debt of $10.4 million in the year. This compares to a $105.7 million gain reported in fiscal 2010 when the U.S. dollar weakened by approximately 19.5% compared to the Canadian dollar. Although U.S. dollar-denominated debt continued to be a key driver of foreign exchange gains and losses, the debt repayments in fiscal 2011 and the year-over-year increase in U.S. dollar-denominated cash and accounts receivable significantly offset the impact of the revaluation of U.S. dollar-denominated debt.

Provision for Income Taxes

Income tax expense increased by $17.0 million from $18.3 million in fiscal 2010 to $35.3 million in fiscal 2011. Our tax provision is weighted towards Canadian income tax rates as substantially all our taxable income is Canadian-based. In calculating the tax provision we adjust income before income taxes by the unrealized foreign exchange loss (gain) from the revaluation of the U.S. dollar-denominated debt. This is treated as a capital item for income tax purposes. We take a valuation allowance if the conversion of external U.S. dollar-denominated debt is in a net foreign exchange loss position due to the uncertainty that we will be able to utilize the capital loss in the future. The increase in income tax expense in fiscal 2011 compared to fiscal 2010 was due to a reduction in the valuation allowance against unrealized capital losses on U.S. dollar-denominated debt and utilization of non-capital losses occurring in fiscal 2010. The tax provision also includes investment tax credits for fiscal 2011 and fiscal 2010 of $4.4 million and $4.6 million, respectively.

Net Income

Net income decreased by $72.6 million from $142.0 million in fiscal 2010 to $69.4 million in fiscal 2011. This change was due to the increase in gross margin of $69.4 million and decrease in interest expense of $33.3 million, offset by an increase in operating expenses of $77.3 million, income taxes of $17.0 million and the impact of the volatility of the U.S. dollar relative to the Canadian dollar on our U.S. dollar-denominated debt, which resulted in an $81.3 million decrease in year-over-year foreign exchange gains.

Adjusted EBITDA

Adjusted EBITDA increased by $19.5 million, or 11.7%, from $166.3 million in fiscal 2010 to $185.8 million in fiscal 2011 due to continued revenue growth in the adoption of interactive displays and related attachment products. This was offset by a negative foreign exchange impact of approximately $17.7 million as a result of the year-over-year strengthening of the Canadian dollar relative to the U.S. dollar.

Stock-based Compensation

In June 2010, we implemented an Equity Incentive Plan which provides for the grant of options, restricted share units and deferred share units to directors, officers, employees, consultants and service providers of the Company and its subsidiaries. During fiscal 2011, we granted 1,444,500 stock options to purchase an equivalent number of the Company’s Class A Subordinate Voting Shares at a weighted average exercise price of $16.22. Of these options, 1,140,000 were granted on July 15, 2010, in conjunction with our IPO, at an exercise price of $17.00. These options will vest over various periods ranging between three and four years.

In August 2010, the Board of Directors approved a change to the Participant Equity Loan Plan (the “Plan”) whereby 40% of performance-based Class A Subordinate Voting Shares that did not become unrestricted as part of the IPO transaction on July 20, 2010, representing 24% of total shares under the Plan, which become unrestricted in two equal installments on each of the next two anniversary dates of the IPO. This was treated as a change in the Plan for accounting purposes.

 

Page 11


Selected Quarterly Financial Data

The following tables set forth the Company’s unaudited quarterly consolidated statements of operations, reconciliation of net (loss) income to Adjusted EBITDA and reconciliation to Adjusted Net Income for each of the eight most recent quarters. The information in the table below has been derived from our unaudited interim consolidated financial statements. Our quarterly operating results have varied substantially in the past and may vary substantially in the future. Accordingly, the information below is not necessarily indicative of future results. Data for the periods are indicated in millions of dollars, except for shares, per share amounts, units and average selling prices.

 

000000 000000 000000 000000 000000 000000 000000 000000
     Fiscal Year 2012     Fiscal Year 2011  
       Fourth
Quarter
    Third
Quarter
    Second
Quarter
    First
Quarter
    Fourth
Quarter
    Third
Quarter
    Second
Quarter
    First
Quarter
 

Consolidated Statements of Operations

                

Revenue

   $ 148.0      $ 185.1      $ 210.3      $ 202.4      $ 167.3      $ 180.9      $ 222.7      $ 219.2   

Cost of sales

     89.2        105.6        113.3        102.1        89.6        94.5        106.6        108.5   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin

     58.8        79.5        97.0        100.3        77.7        86.4        116.1        110.7   

Operating expenses

                

Selling, marketing and administration

     46.0        43.7        42.6        46.0        51.6        45.4        41.4        41.7   

Research and development

     13.2        12.7        12.4        13.5        15.2        13.9        12.7        11.9   

Depreciation and amortization

     7.9        7.6        7.7        7.6        7.9        7.2        8.1        8.6   

Restructuring costs

     0.2        8.7        4.5        —          —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

     (8.5     6.8        29.8        33.2        3.0        19.9        53.9        48.5   

Non-operating expenses

                

Other income, net

     (0.1     (0.2     (0.1     (0.1     (0.1     (0.1     (0.1     (0.2

Interest expense

     3.5        2.9        4.1        4.1        4.8        5.3        8.0        13.5   

Foreign exchange (gain) loss

     (5.6     (7.3     22.7        (1.3     (13.6     (3.2     (14.7     21.0   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before income taxes

     (6.3     11.4        3.1        30.5        11.9        17.9        60.7        14.2   

Income tax (recovery) expense

     (3.6     0.5        2.5        7.5        4.3        5.4        16.4        9.2   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

   $ (2.7   $ 10.9      $ 0.6      $ 23.0      $ 7.6      $ 12.5      $ 44.3      $ 5.0   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Certain reclassifications have been made to prior periods’ figures to conform to the current period’s presentation.

  

     Fiscal Year 2012     Fiscal Year 2011  
       Fourth
Quarter
    Third
Quarter
    Second
Quarter
    First
Quarter
    Fourth
Quarter
    Third
Quarter
    Second
Quarter
    First
Quarter
 

Adjusted EBITDA

                

Net (loss) income

   $ (2.7   $ 10.9      $ 0.6      $ 23.0      $ 7.6      $ 12.5      $ 44.3      $ 5.0   

Income tax (recovery) expense

     (3.6     0.5        2.5        7.5        4.3        5.4        16.4        9.2   

Depreciation in cost of sales

     1.0        1.0        0.9        0.9        0.9        0.9        0.5        1.8   

Depreciation and amortization

     7.9        7.6        7.7        7.6        7.9        7.2        8.1        8.6   

Interest expense

     3.5        2.9        4.1        4.1        4.8        5.3        8.0        13.5   

Foreign exchange (gain) loss

     (5.6     (7.3     22.7        (1.3     (13.6     (3.2     (14.7     21.0   

Change in deferred revenue (1)

     0.3        2.9        3.4        2.0        1.5        2.2        5.4        5.7   

Stock-based compensation

     1.0        1.8        2.1        3.5        3.1        3.8        1.8        —     

Acquisition costs

     —          —          —          —          —          —          0.1        1.0   

Costs of restructuring (2)

     —          9.0        5.6        —          —          —          —          —     

Other income, net

     (0.1     (0.2     (0.1     (0.1     (0.1     (0.1     (0.1     (0.2
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA (3)

   $ 1.7      $ 29.1      $ 49.5      $ 47.2      $ 16.4      $ 34.0      $ 69.8      $ 65.6   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Change in deferred revenue is calculated as the difference between deferred revenue and deferred revenue recognized. In accordance with our revenue recognition policy, deferred revenue represents the portion of our sales that we do not recognize in the period. Deferred revenue recognized represents the portion of our revenue deferred in a prior period that we recognized in the current period.

(2)

Includes restructuring costs of $13.4 million disclosed in the Company’s consolidated statements of operations in fiscal 2012 and $1.2 million in raw materials inventory write-offs in fiscal 2012 related to product lines that were discontinued at the Ottawa facility in connection with the restructuring activities.

(3)

Adjusted EBITDA is a non-GAAP measure and is not a substitute for the GAAP equivalent.

 

Page 12


    Fiscal Year 2012     Fiscal Year 2011  
      Fourth
Quarter
    Third
Quarter
    Second
Quarter
    First
Quarter
    Fourth
Quarter
    Third
Quarter
    Second
Quarter
    First
Quarter
 

Adjusted Net (Loss) Income

               

Net (loss) income

  $ (2.7   $ 10.9      $ 0.6      $ 23.0      $ 7.6      $ 12.5      $ 44.3      $ 5.0   

Adjustments to net (loss) income

               

Amortization of intangible assets

    2.4        2.4        2.4        2.4        2.4        2.4        2.4        1.8   

Foreign exchange (gain) loss

    (5.6     (7.3     22.7        (1.3     (13.6     (3.2     (14.7     21.0   

Change in deferred revenue (1)

    0.3        2.9        3.4        2.0        1.5        2.2        5.4        5.7   

Stock-based compensation

    1.0        1.8        2.1        3.5        3.1        3.8        1.8        —     

Acquisition costs

    —          —          —          —          —          —          0.1        1.0   

Costs of restructuring (2)

    —          9.0        5.6        —          —          —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    (1.9     8.8        36.2        6.6        (6.6     5.2        (5.0     29.5   

Tax impact on adjustments (3)

    0.5        3.0        5.6        1.8        0.2        1.8        0.6        4.4   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjustments to net (loss) income, net of tax

    (2.4     5.8        30.6        4.8        (6.8     3.4        (5.6     25.1   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Net (Loss) Income (4)

  $ (5.1   $ 16.7      $ 31.2      $ 27.8      $ 0.8      $ 15.9      $ 38.7      $ 30.1   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Net (Loss) Income per share

               

Weighted-average number of shares outstanding (000’s)

               

Basic

    121,445        122,033        123,652        123,773        123,773        123,773        116,545        159,167   

Diluted

    121,445        122,693        124,331        124,452        123,773        123,773        116,545        159,167   

(Loss) earnings per share – basic and diluted

  $ (0.02   $ 0.09      $ 0.00      $ 0.19      $ 0.06      $ 0.10      $ 0.38      $ 0.03   

Adjustments to net (loss) income, net of tax, per share

    (0.02     0.05        0.25        0.03        (0.05     0.03        (0.05     0.15   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Net (Loss) Income per share

  $ (0.04   $ 0.14      $ 0.25      $ 0.22      $ 0.01      $ 0.13      $ 0.33      $ 0.18   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total number of interactive displays sold (5)

    81,716        100,898        111,008        101,479        86,717        93,362        122,400        120,911   

Average selling price of interactive displays sold (6)

  $ 1,322      $ 1,400      $ 1,430      $ 1,532      $ 1,432      $ 1,465      $ 1,403      $ 1,402   

 

(1)

Change in deferred revenue is calculated as the difference between deferred revenue and deferred revenue recognized. In accordance with our revenue recognition policy, deferred revenue represents the portion of our sales that we do not recognize in the period. Deferred revenue recognized represents the portion of our revenue deferred in a prior period that we recognized in the current period.

(2)

Includes restructuring costs of $13.4 million disclosed in the Company’s consolidated statements of operations in fiscal 2012 and $1.2 million in raw materials inventory write-offs in fiscal 2012 related to product lines that were discontinued at the Ottawa facility in connection with the restructuring activities.

(3)

Reflects the tax impact on the adjustments to net (loss) income. A key driver of our foreign exchange loss (gain) is the conversion of our U.S. dollar-denominated debt that was originally incurred at an average rate of 1.05. When the unrealized foreign exchange amount on U.S. dollar-denominated debt is in a net gain position as measured against the original exchange rate, the gain is tax-effected at current rates. When the unrealized foreign exchange amount on the external U.S. dollar-denominated debt is in a net loss position as measured against the original exchange rate, a valuation allowance is taken against it and as a result no net tax effect is recorded.

(4)

Adjusted Net (Loss) Income is a non-GAAP measure and is not a substitute for the GAAP equivalent.

(5)

Interactive displays include SMART Board interactive whiteboard systems and associated projectors, SMART Board interactive flat panels, appliance-based interactive displays, SMART Board interactive overlays, SMART Podium interactive pen displays and SMART Table interactive learning centers.

(6)

Average selling price of interactive displays is calculated by dividing the total revenue from the sale of interactive displays by the total number of units sold.

Liquidity and Capital Resources

As of March 31, 2012, we held cash and cash equivalents of $95.5 million. Our primary source of cash flow is generated from sales of interactive displays and related attachment products. We believe that ongoing operations and associated cash flow in addition to our cash resources and revolving credit facilities provide sufficient liquidity to support our business operations for at least the next 12 months.

As of March 31, 2012, our outstanding debt balance was as follows:

 

     Issue Date      Maturity Date      Interest Rate     Amount Outstanding  

First lien facility

     Aug 28, 2007         Aug 28, 2014         LIBOR + 2.75   $ 291.3 million   
  

 

 

    

 

 

    

 

 

   

 

 

 

During fiscal 2012, the remaining balance of $45.0 million of the Second lien facility was repaid.

We have two revolving credit facilities totaling $100.0 million that form part of the First lien facility: a $45.0 million facility that bears interest at LIBOR plus 2.0%, and a $55.0 million facility that bears interest at LIBOR plus 3.75%. Both credit facilities mature on August 28, 2013 and were undrawn as of March 31, 2012.

All debt and credit facilities are denominated in U.S. dollars.

Below is a summary of our cash flows provided by operating activities, financing activities and investing activities for the periods indicated.

 

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Net Cash Provided by Operating Activities

Net cash provided by operating activities decreased by $27.4 million from $85.0 million in fiscal 2011 to $57.6 million in fiscal 2012. The change was driven by lower operating income. Increases in working capital related to higher inventory balances were offset by decreases in other year-over-year non-cash working capital balances.

Net cash provided by operating activities decreased by $74.5 million from $159.5 million in fiscal 2010 to $85.0 million in fiscal 2011. The majority of this change was due to increases in year-over-year non-cash working capital balances of $76.3 million reflecting higher revenue and the related growth in accounts receivable and inventory, as well as reductions in accounts payable, accrued and other liabilities for fiscal 2011 compared to fiscal 2010.

Net Cash Used in Investing Activities

Net cash used in investing activities decreased by $79.0 million from $102.0 million in fiscal 2011 to $23.0 million in fiscal 2012. The decrease was due to net cash used in investing activities in fiscal 2011 related to the acquisition of NextWindow for $82.0 million in cash, offset by $8.0 million in cash held by NextWindow at the date of acquisition and a decrease in capital expenditures of $4.4 million in fiscal 2012 compared to fiscal 2011.

Net cash used in investing activities increased by $77.0 million from $25.0 million in fiscal 2010 to $102.0 million in fiscal 2012. This increase primarily related to the acquisition of NextWindow on April 21, 2010 for $82.0 million in cash, which included $8.0 million in cash held by NextWindow at the date of acquisition.

Net Cash (Used in) Provided By Financing Activities

Net cash used in financing activities decreased by $40.3 million from $98.1 million in 2011 to $57.8 million in fiscal 2012. The cash used in financing activities in fiscal 2012 primarily related to repayments of $45.0 million on the Second lien facility and $9.8 million in repurchases of our Class A Subordinate Voting Shares. The cash used in financing activities in fiscal 2011 primarily related to $239.3 million in debt repayments on our revolving credit facility, shareholder note payable, unsecured term loan, term construction facility and construction loan. The cash used in financing activities was offset by net cash proceeds of $134.3 million from the initial public offering (“IPO”) in fiscal 2011.

Net cash used in financing activities increased by $144.9 million from net cash provided of $46.8 million in fiscal 2010 to net cash used of $98.1 million in fiscal 2011. The cash used in financing activities for fiscal 2011 relates to the $40.0 million repayment on our revolving credit facility, an $8.0 million repayment on our shareholder note payable as part of the 2010 Reorganization, as well as significant debt repayments made in fiscal 2011. Specifically, the debt repayments included repayments in July 2010 of $19.2 million (CDN$20.0 million) of our term construction facility and $40.0 million of our unsecured term loan. In September 2010, the remaining balances of $42.4 million of the unsecured term loan, $29.8 million (CDN$30.6 million) of the term construction facility and $1.4 million (CDN$1.5 million) of the construction loan were repaid in full. During the remainder of fiscal 2011, $55.0 million of the Second lien facility was repaid. Cash used in financing activities was offset by net cash proceeds of $134.3 million from the IPO.

Contractual Obligations, Commitments, Guarantees and Contingencies

Contractual Obligations and Commitments

We have certain fixed contractual obligations and commitments that include future estimated payments for general operating purposes. Changes in our business needs, contractual cancellation provisions, fluctuating foreign exchange and interest rates, and other factors may result in actual payments differing from estimates. The following table summarizes our outstanding contractual obligations in millions of dollars as of March 31, 2012.

 

     Fiscal Year Ending March 31,  
     2013      2014      2015      2016      2017      2018 and
thereafter
     Total  

Operating leases

   $ 7.0       $ 5.7       $ 5.4       $ 4.9       $ 4.3       $ 14.4       $ 41.7   

Derivative contracts

     0.9         —           —           —           —           —           0.9   

Long-term debt repayments

                    

Long-term debt

     3.1         3.1         285.1         —           —           —           291.3   

Future interest obligations on long-term debt

     9.5         9.4         3.8         —           —           —           22.7   

Purchase commitments

     72.5         2.5         1.1         0.3         —           —           76.4   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 93.0       $ 20.7       $ 295.4       $ 5.2       $ 4.3       $ 14.4       $ 433.0   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The operating lease commitments relate primarily to office and warehouse space and represent the minimum commitments under these agreements.

 

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The derivative contracts represent minimum commitments under foreign exchange and interest rate contracts based on the forward strip for each instrument through the contract term.

Long-term debt commitments represent the minimum principal repayments required under our long-term debt facility.

Our purchase commitments are for raw materials, finished goods from contract manufacturers, as well as certain information systems and licensing costs.

Commitments have been calculated using foreign exchange rates and interest rates in effect at March 31, 2012. Fluctuations in these rates may result in actual payments differing from those in the above table.

Guarantees and Contingencies

Securities Class Actions

Since December 2010, several putative class action complaints against SMART and other parties have been filed in the U.S. District Courts in New York and Illinois on behalf of the purchasers of the Class A Subordinate Voting Shares in the Company’s IPO. The complaints alleged certain violations of federal securities laws in connection with the IPO. The New York actions were subsequently dismissed voluntarily. Pursuant to the provisions governing class action litigation as set out in the Private Securities Litigation Reform Act of 1995, in June 2011, the U.S. District Court for the Northern District of Illinois appointed, as Lead Plaintiff, the City of Miami General Employees’ and Sanitation Employees’ Retirement Trust. In October 2011, the Court granted the defendants’ motion to transfer the case to the U.S. District Court for the Southern District of New York where it is now pending. A consolidated amended class action complaint was filed in November 2011. A motion to dismiss the case was filed by the defendants in the New York court on January 6, 2012 and, on April 3, 2012, the Court granted in part and denied in part the motion. A Second Amended Complaint was filed on April 23, 2012 and the Company filed a motion to dismiss the amended claims on May 11, 2012. That motion is pending in the New York court.

In February 2011, a class proceeding was commenced in the Ontario Superior Court of Justice on behalf of purchasers of the Class A Subordinate Voting Shares issued in conjunction with the IPO. A second class proceeding was subsequently initiated by the same law firm with an Ontario-based plaintiff. Originally, the plaintiffs indicated that they would consolidate the two actions; however, they have now applied to stay the first and will be proceeding only with the second action. The hearing to determine whether the matter will be certified to proceed as a class action is scheduled for December of 2012.

In September 2011, an additional putative class proceeding was commenced in the Superior Court of the State of California, County of San Francisco on behalf of purchasers of the Class A Subordinate Voting Shares. The Company is of the view that this proceeding is not materially different than the aforementioned matter being heard in the Southern District of New York. In October 2011, the defendants removed the case to the U.S. District Court for the Northern District of California. Thereafter, the defendants filed a motion to transfer the case to the U.S. District Court for the Southern District of New York, and plaintiffs filed a motion to remand the case to California state court. Both motions are pending.

All of the claims in Canada and the U.S. are essentially based on the allegation that SMART misrepresented or omitted to fully disclose demand for its products.

The foregoing litigation proceedings are in their early stages. As a result, we are not able to make any determination with respect to the likelihood or amount of any damages that might be awarded against us in connection with such proceedings (or any related proceedings).

Indemnities and Guarantees

In the normal course of business, we enter into guarantees that provide indemnifications and guarantees to counterparties to secure sales agreements or purchase commitments. Should we be required to act under such agreements, we expect that we would not incur any material loss.

As a result of the U.S. and Canadian class action IPO litigations, as described in the “Securities Class Actions” section above, SMART may be required, subject to certain limitations, to indemnify the following parties: the underwriters pursuant to the underwriting agreement entered into in connection with the IPO; Intel Corporation, Apax Partners and IFF Holdings Inc. (“IFF”) pursuant to a registration rights agreement entered into in 2007 and amended and restated in connection with the IPO; and the directors and officers of SMART Technologies Inc. pursuant to indemnification agreements entered into by SMART and each director and officer on or about the time of their appointment to their respective office.

 

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Other Litigation

In addition to the putative class action complaints described above under “Securities Class Actions”, we are involved in various other claims and litigation arising in the normal course of business. While the outcome of these other matters is uncertain and there can be no assurance that such matters will be resolved in our favor, we do not currently believe that the outcome of such other claims and litigation, or the amounts which we may be required to pay by reason thereof, would have a material adverse impact on our financial position, results of operations or liquidity.

Off-Balance Sheet Arrangements

As of March 31, 2012, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.

Disclosure Controls and Procedures and Internal Controls

Disclosure Controls and Procedures

As of March 31, 2012, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Interim President and Chief Executive Officer and the VP, Finance and Chief Financial Officer, of the effectiveness of the design and operations of the Company’s disclosure controls and procedures as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the U.S. Securities Exchange Act (the “Exchange Act”). Based on that evaluation, the Interim President and Chief Executive Officer and the VP, Finance and Chief Financial Officer have concluded that, as of such date, the Company’s disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including its principal executive and financial officers, or persons performing similar functions, as appropriate to allow for timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13(a)-15(f) and 15(d)-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers 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 U.S. GAAP and includes those policies and procedures that:

 

   

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 

   

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

 

   

provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisitions, use or dispositions of the Company’s assets that could have a material affect on the Company’s financial statements.

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

Management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on this assessment, management believes that, as of March 31, 2012, the Company’s internal control over financial reporting was effective.

The Company’s independent auditors have issued an audit report on the Company’s internal control over financial reporting. This report is included with the consolidated financial statements.

 

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Changes in Internal Control Over Financial Reporting

During the fiscal year ended March 31, 2012, no changes were made to the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Quantitative and Qualitative Disclosures about Market and Other Financial Risks

In the normal course of our business, we engage in operating and financing activities that generate risks in the following primary areas.

Foreign Currency Risk

Foreign currency risk is the risk that fluctuations in foreign exchange rates could impact our results from operations. We are exposed to foreign exchange risk primarily between the Canadian dollar and both the U.S. dollar and the Euro. This exposure relates to our U.S. dollar denominated debt, the sale of our products to customers globally and purchases of goods and services in foreign currencies. A large portion of our revenue and purchases of materials and components are denominated in U.S. dollars. However, a substantial portion of our revenue is denominated in other foreign currencies, primarily the Canadian dollar, Euro and British pound sterling. If the value of any of these currencies depreciates relative to the U.S. dollar, our foreign currency revenue will decrease when translated to U.S. dollars for financial reporting purposes. In addition, a portion of our cost of goods sold, operating costs and capital expenditures are incurred in other currencies, primarily the Canadian dollar and the Euro. If the value of either of these currencies appreciates relative to the U.S. dollar, our expenses will increase when translated to U.S. dollars for financial reporting purposes.

We continually monitor foreign exchange rates and periodically enter into forward contracts and other derivative contracts to convert a portion of our forecasted foreign currency denominated cash flows into Canadian dollars for the purpose of paying our Canadian dollar denominated operating costs. We target to cover between 25% and 75% of our expected Canadian dollar cash needs for the next 12 months through the use of forward contracts and other derivatives with the actual percentage determined by management based on the changing exchange rate environment. We may also enter into forward contracts and other derivative contracts to manage our cash flows in other currencies. We do not use derivative financial instruments for speculative purposes. We have also entered into and continue to look for opportunities within our supply chain to match our cost structures to our foreign currency revenues.

These programs reduce, but do not entirely eliminate, the impact of currency exchange movements. Our current practice is to use foreign currency derivatives without hedge accounting designation. The maturity of these instruments generally occurs within 12 months. Gains or losses resulting from the fair valuing of these instruments are reported in foreign exchange (gain) loss on the consolidated statements of operations.

For fiscal 2012, our net income would have decreased with a 10.0% depreciation in the average value of the Canadian dollar compared to the U.S. dollar by approximately $14.7 million, primarily as a result of our U.S. dollar-denominated debt. Our net income would have decreased with a 10.0% depreciation in the average value of the Euro compared to the U.S. dollar by approximately $4.2 million primarily as a result of revenue denominated in the Euro.

Interest Rate Risk

Interest rate risk is the risk that the value of a financial instrument will be affected by changes in market interest rates. Our financing includes long-term debt and revolving credit facilities that bear interest based on floating market rates. Changes in these rates result in fluctuations in the required cash flows to service this debt. We partially mitigate this risk by periodically entering into interest rate swap agreements to fix the interest rate on certain long-term variable-rate debt. Using interest rates and the debt level at March 31, 2012, our future interest expense would increase by approximately $1.5 million annually for each 1.0% increase in interest rates. Our current practice is to use interest rate derivatives without hedge accounting designation. Changes in the fair value of these interest rate derivatives are included in interest expense in our consolidated statement of operations.

Credit Risk

Credit risk is the risk that the counterparty to a financial instrument fails to meet its contractual obligations, resulting in a financial loss to us.

We sell to a diverse customer base over a global geographic area. We evaluate collectability of specific customer receivables based on a variety of factors including currency risk, geopolitical risk, payment history, customer stability and other economic factors. Collectability of receivables is reviewed on an ongoing basis by management and the allowance for doubtful receivables is adjusted as required. Account balances are charged against the allowance for doubtful receivables when we determine that it is probable that the receivable will not be recovered. We believe that the geographic diversity of the customer base, combined with our established credit approval practices and ongoing monitoring of customer balances, mitigates this counterparty risk.

 

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We may also be exposed to certain losses in the event that counterparties to the derivative financial instruments are unable to meet the terms of the contracts. Our credit exposure is limited to those counterparties holding derivative contracts with positive fair values at the reporting date. We manage this counterparty credit risk by entering into contracts with large established counterparties.

Liquidity Risk

Liquidity risk is the risk that we will not be able to meet our financial obligations as they come due. We continually monitor our actual and projected cash flows and believe that our internally generated cash flows, combined with our revolving credit facilities, will provide us with sufficient funding to meet all working capital and financing needs for at least the next 12 months.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires us to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. Note 1, “Basis of presentation and significant accounting policies”, to our consolidated financial statements describes the significant accounting policies and methods used in the preparation of our consolidated financial statements. We base our estimates on historical experience and various other assumptions we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates and such differences may be material.

We believe our critical accounting policies and estimates are those related to revenue recognition, inventory valuation and inventory purchase commitments, warranty costs, income taxes, business combinations and legal and other contingencies. We consider these policies critical because they are both important to the portrayal of our financial condition and operating results, and they require us to make judgments and estimates about inherently uncertain matters. Our company’s critical accounting policies and estimates used in the preparation of our financial statements are reviewed regularly by management.

Revenue Recognition

Revenue consists primarily of the sale of hardware and software. We recognize revenue when persuasive evidence of an arrangement exists, shipping has occurred, the sales price is fixed or determinable and collection is reasonably assured. Product is considered shipped to the customer once it has left our shipping facilities and title and risk of loss have been transferred. For most of our product sales, these criteria are met at the time the product is shipped. In the case of integrated hardware and software products, we recognize revenue from the sale of (i) hardware products (e.g. SMART’s interactive displays and related attachment products); (ii) software bundled with hardware that is essential to the functionality of the hardware; and (iii) post-contract customer support which includes technical support for the life of the product and when-and-if-available upgrades. We recognize revenue in accordance with industry specific software accounting guidance for the following types of sales transactions: (i) stand-alone sales of software products and post-contract customer support; and (ii) sales of software bundled with hardware not essential to the functionality of the hardware.

For multiple-element arrangements that include tangible products containing software essential to the tangible product’s functionality and undelivered software elements relating to the tangible product’s essential software, we allocate revenue to all deliverables based on their relative selling prices. In such circumstances, accounting principles establish a hierarchy to determine the selling price to be used for allocating revenue to deliverables as follows: (i) vendor-specific objective evidence of fair value, or VSOE; (ii) third-party evidence of selling price, or TPE; and (iii) estimate of the selling price, or ESP.

For SMART’s interactive displays and the SMART Notebook and SMART Meeting Pro™ software which is essential to its operation we may from time to time provide future unspecified software upgrades and features free of charge to customers. We have identified three deliverables generally contained in arrangements involving the sale of interactive displays. The first deliverable is the hardware. The second deliverable is the software license essential to the functionality of the hardware device delivered at the time of sale. The third deliverable is post-contract customer support, which includes the customer of the interactive display receiving, on a when-and-if available basis, future unspecified software upgrades and features relating to the product’s essential software and unlimited customer support for both the hardware and software. Because we have neither VSOE nor TPE for the three deliverables, the allocation of revenue has been based on ESP. Amounts allocated to the delivered hardware and the related essential software are recognized at the time of sale, provided the other conditions for revenue recognition have been met. Amounts allocated to the unspecified software upgrades and hardware and software support are deferred and recognized on a straight-line basis over the

 

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seven-year estimated life of the related hardware. All product cost of sales, including estimated warranty costs, are generally recognized at the time of sale. Costs for product development and sales and marketing are expensed as incurred. If the estimated life of the hardware product should change, the future rate of amortization of the deferred revenue allocated to post-customer support will also change.

Our process for determining the ESP for deliverables without VSOE or TPE involves management’s judgment. Our process considers multiple factors that may vary depending upon the unique facts and circumstances related to each deliverable. This view is primarily based on the fact that we are not obligated to provide upgrades at a particular time or at all, and do not specify to customers which upgrades or features will be delivered in the future. Therefore, we have concluded that if we were to sell upgrades on a stand-alone basis, such as those included with the SMART Notebook and SMART Meeting Pro software, the selling price would be relatively low. Key factors considered in developing the ESP for SMART Notebook and SMART Meeting Pro software include our historical pricing practices, the nature of the upgrades (i.e. unspecified and when-and-if available), and the relative ESP of the upgrades as compared to the total selling price of the product. If the facts and circumstances underlying the factors considered change or should future facts and circumstances lead us to consider additional factors, our ESP for software upgrades, updates and customer support related to future interactive display sales could change in future periods.

We record reductions to revenue for estimated commitments related to dealer and distributor incentive programs, including sales programs and volume-based incentives. For dealer and distributor incentive programs, the estimated cost of these programs is recognized at the date the product is sold. Additionally, certain dealer and distributor incentive programs are based on annual sales targets and require management to estimate the expected sales levels based on market conditions. Our estimates are based on experience and the specific terms and conditions of particular incentive programs. If a dealer or distributor misses its sales target significantly in relation to our estimate we would be required to record a change to the estimate, which would favorably impact our revenue and results of operations.

Inventory Valuation and Inventory Purchase Commitments

Components and finished goods for our products must be ordered to build inventory in advance of product shipments. We record a write-down for inventories of components and products which have become obsolete or are in excess of anticipated demand or net realizable value. We perform detailed reviews of inventory that consider multiple factors including demand forecasts, product life cycle status, product development plans, current sales levels and component cost trends. If the future demand or market conditions for our products are less favorable than forecasted or if unforeseen technological changes negatively impact the utility of component inventory, we may be required to record additional write-downs, which would negatively affect our results of operations in the period when the write-downs are recorded.

Consistent with industry practice, we acquire components and finished goods through a combination of purchase orders, supplier contracts and open orders based on projected demand information. These commitments typically cover our requirements for periods ranging from 30 to 150 days. If there were an abrupt and substantial decline in demand for one or more of our products, or an unanticipated change in technological requirements for any of our products, we may be required to record additional accruals for cancellation fees that would negatively affect the results of operations in the period when the cancellation fees are identified and recorded.

Warranty Costs

We provide for the estimated cost of hardware warranties at the time the related revenue is recognized based on historical and projected warranty claim rates, historical and projected cost-per-claim, and knowledge of specific product failures that are outside of our typical experience. Each quarter, we evaluate our estimates to assess the adequacy of our recorded warranty liabilities considering the size of the installed base of products subject to warranty protection and adjust the amounts if necessary. In instances where specific product issues are determined outside of the normal warranty estimates, additional provisions are recorded to address the specific item. If actual product failure rates or repair costs differ significantly from our estimates, revisions to the estimated warranty liability would be required and could negatively affect our results of operations.

Income Taxes

We record a tax provision for the anticipated tax effect of the reported results of operations. In accordance with GAAP, the provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

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We recognize and measure uncertain tax positions in accordance with GAAP, whereby we only recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

We use the flow-through method to account for investment tax credits earned on eligible scientific research and experimental development expenditures. We apply judgment in determining which expenditures are eligible to be claimed. Under this method, investment tax credits are recognized as a reduction to income tax expense. We enter into transactions and arrangements in the ordinary course of business in which the tax treatment is not entirely certain. In particular, certain countries in which we operate could seek to tax a greater share of income than has been provided for. The final outcome of any audits by taxation authorities may differ from estimates and assumptions used in determining our consolidated tax provision and accruals for interest and penalties associated with the resolution of these audits. These may have a material effect on the consolidated income tax provision and the net income for the period in which such determinations are made.

We believe it is more likely than not that forecasted income, including income that may be generated as a result of certain tax planning strategies, together with the tax effects of the deferred tax liabilities, will be sufficient to fully recover the deferred tax assets. In the event that we determine all or part of the net deferred tax assets are not realizable in the future, we will make an adjustment to the valuation allowance that would be charged to earnings in the period such determination is made. In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of GAAP and complex tax laws in multiple jurisdictions. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our financial condition and operating results.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting, and accordingly, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition. The excess of the purchase price over the estimated fair values is recorded as goodwill. Any changes in the estimated fair values of the net assets recorded for acquisitions prior to the finalization of more detailed analysis, but not to exceed one year from the date of acquisition, will change the amount of the purchase prices allocable to goodwill. All acquisition costs are expensed as incurred and in-process research and development costs are recorded at fair value as an indefinite-lived intangible asset and assessed for impairment thereafter until completion, at which point the asset is amortized over its expected useful life. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date.

Legal and Other Contingencies

We are subject to a number of legal proceedings and claims arising out of the conduct of our business. See a discussion of our litigation matters under “Contractual Obligations, Commitments, Guarantees and Contingencies – Guarantees and Contingencies”, which is incorporated herein by reference. In accordance with GAAP, we record a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated. However, the outcomes of legal proceedings and claims brought against us are subject to significant uncertainty. Should we fail to prevail in any of these legal matters or should several legal matters be resolved against us in the same reporting period, the operating results of a particular reporting period could be materially adversely affected.

Recent Accounting Policies Adopted

In December 2010, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance to modify the first step of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, the second step of the goodwill impairment test is required to be performed if it is more likely than not that a goodwill impairment exists. This new authoritative guidance became effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company adopted the guidance in the first quarter of fiscal 2012 and applied these principles to its goodwill impairment assessment in fiscal 2012.

In January 2010, the FASB issued revised guidance intended to improve disclosures related to fair value measurements. This guidance requires new disclosures as well as clarifies certain existing disclosure requirements. New disclosures under this guidance require separate information about significant transfers in and out of Level 1 and Level 2 and the reason for such transfers, and also require purchases, sales, issuances, and settlements information for Level 3 measurement to be included in the roll-forward activity on a gross basis. The guidance also clarifies the requirement to determine the level of disaggregation for fair value measurement disclosures and the requirement to disclose valuation techniques and inputs used for both recurring and nonrecurring fair value measurements in either Level 2 or Level 3. This accounting guidance was effective for the Company beginning in the first quarter of fiscal 2011, except for the roll-forward

 

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of activity on a gross basis for Level 3 fair value measurement, which was effective for the Company in the first quarter of fiscal 2012. The adoption of the remaining guidance in the first quarter of fiscal 2012 did not have a material impact on the Company’s disclosures.

In May 2011, the FASB, as a result of work performed with the International Accounting Standards Board (“IASB”), issued authoritative guidance to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”). The guidance is expected to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The guidance presents certain amendments to clarify existing fair value measurements and disclosure requirements such as clarifying the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity and clarifying that a reporting entity should disclose quantitative information about the unobservable inputs used in a fair value measurement that is categorized within Level 3 of the fair value hierarchy. Furthermore, the guidance amends previous literature by requiring additional disclosures about fair value measurements, specifically requesting additional information about the valuation processes used for fair value measurements categorized within Level 3 of the fair value hierarchy as well as presenting sensitivity of the fair value measurements to changes in unobservable inputs in Level 3 valuations. The guidance also amends previous literature around measuring the fair value of financial instruments that are managed within a portfolio as well as the application of premiums and discounts in a fair value measurement. The new authoritative guidance is effective for interim and annual periods beginning after December 15, 2011. The adoption of the guidance in the fourth quarter of fiscal 2012 did not have a material impact on the Company’s results of operations, financial condition or disclosures.

Recently Issued Pronouncements

In June 2011, the FASB issued authoritative guidance to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of other comprehensive income in financial statements. The guidance presents amendments requiring total comprehensive income, the components of net income, and the components of other comprehensive income to be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance also requires that reclassification adjustments for items that are reclassified from other comprehensive income to net income be presented on the face of the financial statements. In December 2011, the FASB issued authoritative guidance to defer the new requirement to present components of reclassifications of other comprehensive income on the face of the income statement. The new authoritative guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and should be applied retrospectively. The Company will adopt the guidance in the first quarter of fiscal 2013 and does not expect the adoption to have a material impact on the Company’s results of operations or financial condition.

In September 2011, the FASB issued authoritative guidance to simplify how entities test goodwill for impairment. The amendment will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity will no longer be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The new authoritative guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 and early adoption is permitted. The Company will adopt the guidance in the first quarter of fiscal 2013 and does not expect the adoption to have a material impact on the Company’s results of operations, financial condition or disclosures.

Risks Related to Our Business

We operate in a highly competitive industry.

We are engaged in an industry that is highly competitive. Because our industry is evolving and characterized by technological change, it is difficult for us to predict whether, when and by whom new competing technologies may be introduced or when new competitors may enter the market. We face increased competition from companies with strong positions in certain markets we currently serve and in new markets and regions we may enter. These companies manufacture and/or distribute new, disruptive or substitute products that compete for the pool of available funds that previously could have been spent on interactive displays and associated products. We compete with other interactive display developers such as Promethean World Plc, currently our principal competitor, Hitachi, Ltd., LG Electronics, Inc., Panasonic Corporation, Samsung Electronics Co., and Sharp Corporation. We also compete with interactive projector developers such as Seiko Epson Corp. and Dell Inc. Additionally, makers of personal computer technologies, tablets, television screens, smart phones and other technology companies such as Apple Inc., Cisco Systems, Inc., Dell Inc., Hewlett-Packard Company, Google Inc., Microsoft Corporation and Polycom, Inc. have provided, and continue to provide, integrated solutions that include interactive learning and collaboration features substantially similar to those offered by our products or to promote their existing technologies and alternative products as substitutes for our products. For example, we have recently become aware of potential significant sales of tablet computers by one of our competitors to school districts in the U.K. and the U.S. whose technology budgets could otherwise have been used to purchase interactive displays. Many of our current and potential future competitors have significantly greater financial and other resources than

 

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we do and have spent, and may continue to spend, significant amounts of resources to try to enter the market. In addition, low cost competitors have appeared in China and other countries. We may not be able to compete effectively against these current and future competitors. Increased competition or other competitive pressures have and may continue to result in price reductions, reduced margins or loss of market share, any of which could have a material adverse effect on our business, financial condition or results of operations.

Some of our customers are required to purchase equipment by soliciting proposals from a number of sources and, in some cases, are required to purchase from the lowest bidder. While we attempt to price our products competitively based upon the relative features they offer, our competitors’ prices and other factors, we are often not the lowest bidder and may lose sales to lower bidders. When we are the successful bidder, it is most often as a result of our products being perceived as providing better value to the customer. Our ability to provide better value to the customer depends on continually enhancing our current products and developing new products at competitive prices and in a timely manner. We cannot assure that we will be able to continue to maintain our value advantage and be competitive. See also, “If we are unable continually to enhance our current products and to develop, introduce and sell new products at competitive prices and in a timely manner, our business would be harmed” below.

Competitors may be able to respond to new or emerging technologies and changes in customer requirements more effectively than we can, or devote greater resources to the development, promotion and sale of products than we can. Current and potential competitors may establish cooperative relationships among themselves or with third parties, including through mergers or acquisitions, to increase the ability of their products to address the needs of our current or prospective customers. If these competitors were to acquire significantly increased market share, it could have a material adverse effect on our business, financial condition or results of operations.

If there are decreases in spending or changes in the spending policies or budget priorities for government funding of schools, colleges, universities, other education providers or government agencies, we could lose revenue.

Our customers include primary and secondary schools, colleges, universities, other education providers, and, to a lesser extent, government agencies, each of which depends heavily on government funding. The recent worldwide recession and current sovereign debt and global financial crisis have resulted in substantial declines in the revenues and fiscal capacity of many national, federal, state, provincial and local governments. Many of those governments have reacted to the decreases in revenues and could continue to react to the decreases in revenue by cutting funding to those educational institutions, and if our products are not a high priority expenditure for those institutions, we could lose revenue.

Any additional decrease, delay or change in national, federal, state, provincial or local funding for primary and secondary schools, colleges, universities, or other education providers or for government agencies that use our products could cause our current and prospective customers to further reduce their purchases of our products, which could cause us to lose additional revenue. In addition, a specific reduction in governmental funding support for products such as ours could also cause us to lose revenue.

We believe that we have been an indirect but perhaps substantial beneficiary of the American Recovery and Reinvestment Act of 2009, or the ARRA. The ARRA was intended to provide a stimulus to the U.S. economy in the wake of the recent economic downturn in the United States. Among other things, the ARRA provided state and local governments with substantial additional funds for education. We believe that some of our sales since the enactment of the ARRA in February 2009 resulted from state and local governments’ obtaining funds under the ARRA for technology purchases. The funds allocated to technology purchases pursuant to the ARRA have been depleted and, due to cutbacks and general shortfalls in revenues, many state and local governments reduced and may continue to reduce their technology budgets, which could cause us to lose revenue.

We may not be successful in our strategy to grow in the business and government markets.

To date, a substantial majority of our revenue has been derived from sales to the education market. Because we sell our products through dealers and distributors, we are unable precisely to quantify the portion of our revenue that is derived from any particular market. However, we estimate that based on our most recent fiscal year ended March 31, 2012, approximately 85% of our revenue was derived from the education market. Our business strategy contemplates expanding our sales to the business and government markets. However, there has not been widespread adoption of interactive display and collaboration solutions in the business and government markets and these solutions may fail to achieve wide acceptance in these markets. Successful expansion into the business and government markets may require us to develop new distributor and dealer relationships and we may not be successful in developing those relationships. In addition, widespread acceptance of our collaboration solutions may not occur due to lack of familiarity with how our products work, the perception that our products are difficult to use and a lack of appreciation of the contribution they can make to the business or government enterprise. We may not be successful in achieving penetration in those markets for other reasons as well. In addition, our brand is less recognized in the business and government markets than it is in the education market.

 

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A key part of our strategy to grow in the business and government markets is to develop strategic alliances with companies in the unified communications and collaboration sector and there can be no assurance that these strategic alliances will help us to successfully grow our sales in these markets.

We face significant challenges growing our sales in foreign markets.

As the market for interactive learning and collaboration products and solutions in the U.S. and the United Kingdom has become more saturated, the growth rate of our revenue in those countries has decreased and, as a result, our revenue growth has become more dependent on sales in other foreign markets. In order for our products to gain broad acceptance in foreign markets, we may need to develop customized solutions specifically designed for each country in which we seek to grow our sales and to sell those solutions at prices that are competitive in that country. For example, while our hardware requires only minimal modification to be usable in other countries, our software and content requires significant customization and modification to adapt to the needs of foreign customers. Specifically, our software will need to be adapted to work in a user-friendly way in several languages and alphabets, and content that fits the specific needs of foreign customers (such as, for example, classroom lessons adapted to specific foreign curricula) will need to be developed. If we are not able to develop customized products and solutions for use in a particular country, we may be unable to compete successfully in that country and our sales growth in that country will be adversely affected. We cannot assure that we will be able successfully to develop customized solutions for each foreign country in which we seek to grow our sales or that our solutions, when developed, will be competitive in the relevant country.

Growth in many foreign countries will require us to price our products at prices that are competitive in the context of those countries. In certain developing countries, we have been and may continue to be required to sell our products at prices below those that we are currently charging in developed countries. Such pricing pressures could reduce our gross margins and decrease the growth rate of our revenue.

Our customers’ experience with our products is directly affected by the availability and quality of our customers’ Internet access. We are unable to control broadband penetration rates and to the extent that broadband growth in emerging markets slows, our growth in international markets could be hindered.

In addition, we face lengthy and unpredictable sales cycles in foreign markets, particularly in countries with centralized decision making. In these countries, particularly in connection with significant technology product purchases, we have experienced recurrent requests for proposals, significant delays in the decision making process and, in some cases, indefinite deferrals of purchases or cancellations of requests for proposals. If we are unable to overcome these challenges, the growth of our sales in these markets would be adversely affected.

If we are unable continually to enhance our current products and to develop, introduce and sell new products at competitive prices and in a timely manner, our business would be harmed.

The market for interactive learning and collaboration solutions is still emerging and evolving. It is characterized by rapid technological change and frequent new product introductions. Accordingly, our future success depends upon our ability to enhance our current products and to develop, introduce and sell new products offering enhanced performance and functionality at competitive prices. The development of new technologies and products involves time, substantial costs and risks. Our ability to successfully develop new technologies depends in large measure on our ability to maintain a technically skilled research and development staff and to adapt to technological changes and advances in the industry. The success of new product introductions depends on a number of factors including timely and successful product development, market acceptance, the effective management of purchase commitments and inventory levels in line with anticipated product demand, the availability of components in appropriate quantities and costs to meet anticipated demand, the risk that new products may have quality or other defects and our ability to manage distribution and production issues related to new product introductions. If we are unable, for any reason, to enhance, develop, introduce and sell new products in a timely manner, or at all, in response to changing market conditions or customer requirements or otherwise, our business would be harmed.

The emerging market for interactive learning and collaboration products may not develop as we expect.

The market for interactive learning and collaboration products is evolving rapidly and is characterized by an increasing number of market entrants. As is typical of a new and rapidly evolving industry, the demand for and market acceptance of these products are uncertain. The adoption of these products may not become widespread. If the market for these products fails to develop or develops more slowly than we anticipate, we may fail to achieve our anticipated growth.

We generate a substantial majority of our revenue from the sale of our interactive displays, and any significant reduction in sales of these products would materially harm our business.

We generated approximately 75% of our revenue from sales of our interactive displays and integrated projectors during our most recent fiscal year ended March 31, 2012. A decrease in demand for our interactive displays would significantly

 

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reduce our revenue. If any of our competitors introduces attractive alternatives to our interactive displays, we could experience a significant decrease in sales as customers migrate to those alternative products, see “We operate in a highly competitive industry” above.

Our future sales of interactive displays in developed markets may slow or decrease as a result of market saturation in those countries.

FutureSource Consulting estimates that, as of December 31, 2011, approximately 44% of classrooms in the U.S., 80% of classrooms in the U.K., and 63% of classrooms in Australia already have an interactive display. As a result of these high levels of penetration, the education market for interactive displays in those countries may have reached saturation levels. Future sales growth in those markets and other developed markets with similar penetration levels may, as a result, be difficult to achieve, and our sales of interactive displays may decline in those countries. If we are unable to replace the revenue and earnings we have historically derived from sales of interactive displays to the education market in these developed markets, whether through sales of other products, sales in other markets or otherwise, our business, financial condition and results of operations may be materially adversely affected.

Defects in our products can be difficult to detect before shipment. If defects occur, they could have a material adverse effect on our business.

Our products are highly complex and sophisticated and, from time to time, may contain design defects or software “bugs” or failures that are difficult to detect and correct. Errors or defects may be found in new products after commercial shipments and we may be unable successfully to correct such errors or defects in a timely manner or at all. The occurrence of errors and defects in our products could result in loss of, or delay in, market acceptance of our products, and correcting such errors and failures in our products could require significant expenditure of capital by us. We typically provide warranties on interactive displays for between two and five years, and the failure of our products to operate as described could give rise to warranty claims. The consequences of such errors, failures and other defects and claims could have a material adverse effect on our business, financial condition, results of operations and our reputation.

We may not be able to obtain patents or other intellectual property rights necessary to protect our proprietary technology and business.

Our commercial success depends to a significant degree upon our ability to develop new or improved technologies and products, and to obtain patents or other intellectual property rights or statutory protection for these technologies and products in Canada, the U.S. and other countries. We seek to patent concepts, components, processes, designs and methods, and other inventions and technologies that we consider to have commercial value or that will likely give us a technological advantage. We own rights in patents and patent applications for technologies relating to interactive displays and other complementary products in Canada, the U.S. and other countries. Despite devoting resources to the research and development of proprietary technology, we may not be able to develop technology that is patentable or protectable. Patents may not be issued in connection with our pending patent applications and claims allowed may not be sufficient to allow us to use the inventions that we create exclusively. Furthermore, any patents issued to us could be challenged, re-examined, held invalid or unenforceable or circumvented and may not provide us with sufficient protection or a competitive advantage. In addition, despite our efforts to protect and maintain our patents, competitors and other third parties may be able to design around our patents or develop products similar to our products that are not within the scope of our patents. Finally, patents provide certain statutory protection only for a limited period of time that varies depending on the jurisdiction and type of patent. The statutory protection term of certain of our material patents may expire soon and, thereafter, the underlying technology of such patents can be used by any third party including our competitors.

A number of our competitors and other third parties have been issued patents, or may have filed patent applications, or may obtain additional patents or other intellectual property rights for technologies similar to those that we have developed, used or commercialized, or may develop, use or commercialize, in the future. As certain patent applications in the U.S. and other countries are maintained in secrecy for a period of time after filing, and as publication or public awareness of new technologies often lags behind actual discoveries, we cannot be certain that we were the first to develop the technology covered by our pending patent applications or issued patents or that we were the first to file patent applications for the technology covered by our issued patents and patent pending applications. In addition, the disclosure in our patent applications, including in respect of the utility of our claimed inventions, may not be sufficient to meet the statutory requirements for patentability in all cases. As a result, we cannot assure that our patent applications will result in valid or enforceable patents or that we will be able to protect or maintain our patents.

Prosecution and protection of the rights sought in patent applications and patents can be costly and uncertain, often involve complex legal and factual issues and consume significant time and resources. In addition, the breadth of claims allowed in our patents, their enforceability and our ability to protect and maintain them cannot be predicted with any certainty. The laws of certain countries may not protect intellectual property rights to the same extent as the laws of Canada or the U.S. Even if our patents are held to be valid and enforceable in a certain jurisdiction, any legal proceedings that we may initiate against third parties to enforce such patents will likely be expensive, take significant time and divert management’s attention from other business matters. We cannot assure that any of our issued patents or pending patent applications will provide any protectable, maintainable or enforceable rights or competitive advantages to us.

 

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In addition to patents, we rely on a combination of copyrights, trademarks, trade secrets and other related laws and confidentiality procedures and contractual provisions to protect, maintain and enforce our proprietary technology and intellectual property rights in the U.S., Canada and other countries. However, our ability to protect our brand by registering certain trademarks may be limited. See “We may not be able to protect our brand, and any failure to protect our brand would likely harm our business” below. In addition, while we generally enter into confidentiality and nondisclosure agreements with our employees, consultants, contract manufacturers, distributors and dealers and with others to attempt to limit access to and distribution of our proprietary and confidential information, it is possible that:

 

   

misappropriation of our proprietary and confidential information, including technology, will nevertheless occur;

 

   

our confidentiality agreements will not be honored or may be rendered unenforceable;

 

   

third parties will independently develop equivalent, superior or competitive technology or products;

 

   

disputes will arise with our current or future strategic licensees, customers or others concerning the ownership, validity, enforceability, use, patentability or registrability of intellectual property; or

 

   

unauthorized disclosure of our know-how, trade secrets or other proprietary or confidential information will occur.

We cannot assure that we will be successful in protecting, maintaining or enforcing our intellectual property rights. If we are not successful in protecting, maintaining or enforcing our intellectual property rights, then our business, operating results and financial condition could be materially adversely affected.

We may infringe on or violate the intellectual property rights of others.

Our commercial success depends, in part, upon our not infringing or violating intellectual property rights owned by others. The industry in which we compete has many participants that own, or claim to own, intellectual property. We cannot determine with certainty whether any existing third-party patents, or the issuance of any new third-party patents, would require us to alter our technologies or products, obtain licenses or cease certain activities, including the sale of certain products.

We have received, and we may in the future receive, claims from third parties asserting infringement and other related claims. Litigation has been and may continue to be necessary to determine the scope, enforceability and validity of third-party intellectual property rights or to protect, maintain and enforce our intellectual property rights. Some of our competitors have, or are affiliated with companies having, substantially greater resources than we have, and these competitors may be able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we can. Regardless of whether claims that we are infringing or violating patents or other intellectual property rights have any merit, those claims could:

 

   

adversely affect our relationships with current or future distributors and dealers of our products;

 

   

adversely affect our reputation with customers;

 

   

be time-consuming and expensive to evaluate and defend;

 

   

cause product shipment delays or stoppages;

 

   

divert management’s attention and resources;

 

   

subject us to significant liabilities and damages;

 

   

require us to enter into royalty or licensing agreements; or

 

   

require us to cease certain activities, including the sale of products.

If it is determined that we have infringed, violated or are infringing or violating a patent or other intellectual property right of any other person or if we are found liable in respect of any other related claim, then, in addition to being liable for potentially substantial damages, we may be prohibited from developing, using, distributing, selling or commercializing certain of our technologies and products unless we obtain a license from the holder of the patent or other intellectual property right. We cannot assure that we will be able to obtain any such license on a timely basis or on commercially favorable terms, or that any such licenses will be available, or that workarounds will be feasible and cost-efficient. If we do not obtain such a license or find a cost-efficient workaround, our business, operating results and financial condition could be materially adversely affected and we could be required to cease related business operations in some markets and restructure our business to focus on our continuing operations in other markets.

 

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We may not be able to manage our business operations to create and sustain future growth effectively.

In recent years we substantially expanded our headcount, facilities and infrastructure. Our expansion has placed, and we expect it may continue to place, a significant strain on our management, operational and financial resources.

Our current and planned personnel, systems, procedures and controls may not be adequate to support our future operations. We must continue to effectively hire, train and manage new employees. If our new hires perform poorly, if we are unsuccessful in hiring, training, managing and integrating these new employees, or if we are not successful in retaining our existing employees, our business may be harmed. To manage any significant growth of our operations and personnel we will need to improve our operational and financial systems, procedures and controls and may need to obtain additional systems. We may not be able successfully to integrate any additional operational and financial systems we may require in the future.

The volatility and lack of predictability in our business creates difficulties in budgeting expenses and forecasting demand for our products, which can lead to delays in managing the production and shipment of our products and to difficulties in managing cash flows. These difficulties could be exacerbated by our expansion into foreign markets, see “We face significant challenges growing our sales in foreign markets” above. If we are unable to manage our growth rate, our business could be harmed and our results of operations and financial condition could be materially adversely affected.

We may not be able to protect our brand, and any failure to protect our brand would likely harm our business.

We regard our SMART brand as one of our most valuable assets. We believe that continuing to strengthen our brand will be critical to achieving widespread acceptance of our products, and will require a continued focus on active marketing efforts. We will need to continue to spend substantial amounts of money on, and devote substantial resources to, advertising, marketing and other efforts to create and maintain brand recognition and loyalty among end-users. However, brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses incurred in building our brand. If we fail to promote, protect and maintain our brand, or if we incur substantial expenses in an unsuccessful attempt to promote, protect and maintain our brand, our business would be harmed.

The unlicensed use of our trademarks by third parties could harm our reputation, impair such trademarks and adversely affect the strength and value of our brand in the marketplace and the associated goodwill. We use the term “SMART” in the branding of many of our products, such as the SMART Board interactive whiteboard, the SMART Response™ interactive response system and our SMART Notebook software. Because it is generally not possible to obtain trademark protection for a term that is descriptive, we may be unable to obtain, or may be unable to enforce, trademark rights for certain of our product brands such as “smart board” in certain jurisdictions. If we are unable to obtain or enforce such rights under applicable law, our ability to prevent our competitors and potential competitors from referring to their products using terms or trademarks that are confusingly similar to those of our products will be adversely affected. We are aware of situations in which our competitors have described their product generally as a “smart board.” While we seek to defend against such dilution of our trademarks, we cannot assure that we will be successful in protecting our trademarks.

In addition, trademark protection is territorial and our ability to expand our business, including, for example, by offering different products or services or by selling our products in new jurisdictions, may be limited by prior use, common law rights or prior applications or registrations of certain trademarks by third parties in such jurisdiction.

Under applicable trademark law in certain jurisdictions, if a trademark becomes generic, rights in the mark may no longer be enforceable. To the extent that people refer generally to interactive whiteboards as “smart boards” or if the “SMART” name were otherwise to become a generic term, we may be unable to prevent competitors and others from using our name for their products which could adversely affect our ability to leverage our brand and could harm our reputation if third-party products of lesser quality are mistaken for our products.

Our suppliers and contract manufacturers may not be able to supply components or products to us on a timely basis or on favorable terms.

Assembly of our products depends on obtaining adequate supplies of components on a timely basis. Some of those components, as well as certain complete products that we sell, are provided to us by only one supplier or contract manufacturer. We are subject to risks that disruptions in the operations of our sole or limited suppliers or contract manufacturers may cause them to decrease or stop production of these components and products. Alternative sources are not always available. Many of our components are manufactured overseas and have long lead times. We have from time to time experienced shortages of several of our products and components that we obtain from third parties. We cannot predict if or when our suppliers and contract manufacturers will resume production at full capacity and we cannot ensure that product or component shortages will not occur in the future. Because of the global reach of our supply chain, world events such as local disruptions, natural disasters or political conflict may cause unexpected interruptions to the supply of our products or components. We have also experienced unexpected demand for certain of our products. As a result of these factors, we have had, and may have in the future, delays in delivering the number of products ordered by

 

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our customers. We cannot predict if or when our suppliers and contract manufacturers will resume production at full capacity and we cannot ensure that product or component shortages will not occur in the future. If we cannot supply products due to a lack of components, or are unable to redesign products with other components in a timely manner, our business will be significantly harmed.

We do not have written agreements with several of our significant suppliers. Although we are endeavoring to enter into written agreements with certain of our suppliers, we cannot assure that our efforts will be successful. Even where we do have a written agreement for the supply of a component, there is no guarantee that we will be able to extend or renew that agreement on similar favorable terms, or at all, upon expiration or otherwise obtain favorable pricing in the future.

We depend on component and product assembly and logistical services provided by third parties, some of which are sole source and many of which are located outside of Canada and the U.S.

All our components and finished products are manufactured or assembled, in whole or in part by a limited number of third parties. Most of these third parties are located outside of Canada and the U.S. For example, we rely on contract manufacturers based in China for the production of all our short-throw projectors used in our interactive whiteboard solution and on contract manufacturers based in Eastern Europe, Mexico and China for the final production of our completed interactive whiteboards. We have also contracted with a third party to manage our transportation and logistics requirements. While these arrangements may lower costs, they also reduce our direct control over production and shipments. It is uncertain what effect such diminished control will have on the quality or availability of our products or on our flexibility to respond to changing conditions. Our failure to manage production and supply of our products adequately, or the failure of products to meet quality requirements, could materially adversely affect our business.

Although arrangements with our suppliers and contract manufacturers may contain provisions for warranty expense reimbursement, it may be difficult or impossible for us to recover from suppliers and contract manufacturers, and we may remain responsible to the customer for warranty service in the event of product defects. Any unanticipated product defect or warranty liability, whether pursuant to arrangements with suppliers, contract manufacturers or otherwise, could materially adversely affect our reputation and business.

Final assembly of our interactive whiteboard products is currently performed by contract manufacturers in Eastern Europe, Mexico and China. If assembly or logistics in these locations is disrupted for any reason, including natural disasters, information technology failures, breaches of systems security, military or terrorist actions or economic, business, labor, environmental, public health, or political issues, our business, financial condition and operating results could be materially adversely affected.

Any current or future financial problems of suppliers or contract manufacturers could adversely affect us by increasing costs or exposing us to credit risks of these suppliers or contract manufacturers or as the result of a complete cessation of supply. In addition, if suppliers or contract manufacturers or other third parties experience insolvency or bankruptcy, we may lose the benefit of any warranties and indemnities. If our contract manufacturers are unable to obtain the necessary components for our products in a timely manner, they may not be able to produce a sufficient supply of products, which could lead to reduced revenue, and our business, financial condition and results of operations could be harmed.

Our ability to sell our products is dependent upon us establishing and maintaining good relationships with dealers and distributors that promote and sell our products.

Substantially all our sales are made through dealers and distributors and accordingly, we depend on our ability to establish and develop new relationships and to build on existing relationships with dealers and distributors. Our dealers and most of our distributors are not contractually required to sell our products exclusively and may offer competing interactive display products. We cannot assure that our dealers and distributors will act in a manner that will promote the success of our products. Factors that are largely within the control of those dealers and distributors but are important to the success of our products include:

 

   

the degree to which our dealers and distributors actively promote our products;

 

   

the extent to which our dealers and distributors offer and promote competitive products; and

 

   

the quality of installation, training and other support services offered by our dealers and distributors.

In addition, if some of our competitors offer their products to dealers and distributors on more favorable terms or have more products available to meet their needs, there may be pressure on us to reduce the price of our products or those dealers and distributors may stop carrying our products or de-emphasize the sale of our products in favor of the products of these competitors. If we do not maintain and continue to build relationships with dealers and distributors our business will be harmed.

 

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We are subject to risks inherent in foreign operations.

Sales outside the U.S. and Canada represented approximately 35% of our consolidated sales based on our most recent fiscal year ended March 31, 2012. We intend to continue to pursue international market growth opportunities, which could result in those international sales accounting for a more significant portion of our revenue. We have committed, and may continue to commit, significant resources to our international operations and sales and marketing activities. In addition to our offices in the U.S. and Canada, we maintain offices in Brazil, China, France, Germany, India, Japan, New Zealand, Singapore, the United Arab Emirates and the United Kingdom. We have limited experience conducting business outside of the U.S. and Canada, and we may not be aware of all the factors that may affect our business in foreign jurisdictions.

We are subject to a number of risks associated with international business activities that may increase costs, lengthen sales cycles and require significant management attention. International operations carry certain risks and associated costs, such as the complexities and expense of administering a business abroad, complications in compliance with, and unexpected changes in regulatory requirements, foreign laws, international import and export legislation, trading and investment policies, exchange controls, tariffs and other trade barriers, difficulties in collecting accounts receivable, potential adverse tax consequences, uncertainties of laws, difficulties in protecting, maintaining or enforcing intellectual property rights, difficulty in managing a geographically dispersed workforce in compliance with diverse local laws and customs, and other factors, depending upon the country involved. Moreover, local laws and customs in many countries differ significantly and compliance with the laws of multiple jurisdictions can be complex, difficult and costly. We cannot assure that risks inherent in our foreign operations will not have a material adverse effect on our business. See also, “We face significant challenges growing our sales in foreign markets” above.

We have incurred and may in the future incur restructuring and other charges, the amounts of which are difficult to predict accurately.

Our business is going through a challenging period and our stock price has declined since our initial public offering in July 2010. On April 26, 2012, we announced changes in our executive management, including the appointment of Tom Hodson as Interim President and Chief Executive Officer and our board of directors’ plans to conduct a comprehensive search to select the Company’s next President and Chief Executive Officer. As a result of these management changes and the decline in our stock price, management has taken and may consider taking future actions, including cost-savings initiatives, business process reengineering initiatives, business restructuring initiatives, and other alternatives, which may result in restructuring and other charges, including for severance payments, consulting fees and professional fees. The amount and timing of these possible restructuring charges are not yet known. Any such actions resulting in restructuring or other charges, could materially adversely effect our results of operations and financial condition.

Acquisitions and joint ventures could result in operating difficulties, dilution and other harmful consequences.

We expect to evaluate and consider a wide array of potential strategic transactions, including joint ventures, business combinations, acquisitions and dispositions of businesses, technologies, services, products and other assets. At any given time we may be engaged in discussions or negotiations with respect to one or more of these types of transactions. Any of these transactions could be material to our financial condition and results of operations.

The process of integrating any acquired business may create unforeseen operating difficulties and expenditures and is itself risky. The areas where we may face difficulties include:

 

   

diversion of management time, as well as a shift of focus from operating the businesses to issues related to integration and administration;

 

   

declining employee morale and retention issues resulting from changes in, or acceleration of, compensation, or changes in management, reporting relationships, future prospects or the direction or culture of the business;

 

   

the need to integrate each company’s accounting, management, information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;

 

   

the need to implement controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition had lacked such controls, procedures and policies;

 

   

in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries;

 

   

in some cases, the need to transition operations, end-users, and customers onto our existing platforms; and

 

   

liability for activities of the acquired company before the acquisition, including violations of laws, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities.

 

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Moreover, we may not realize the anticipated benefits of any or all of our acquisitions, or may not realize them in the time frame expected. For example, in April 2010 we acquired NextWindow, and its business has, to date, not performed as well as we had anticipated. Future acquisitions or mergers may require us to issue additional equity securities, spend our cash, or incur debt, liabilities, and amortization expenses related to intangible assets or write-offs of goodwill, any of which could adversely affect our results of operations.

Our business and operations would suffer in the event of system failures or cyber security attacks.

The temporary or permanent loss of our computer and telecommunications equipment, servers and software systems, through natural disasters, casualty, energy blackouts, operating malfunction, software virus or malware, cyber security attacks or other sources, could disrupt our operations. We do not currently maintain a disaster recovery plan and no assurances can be given that we will be able to restore our operation within a sufficiently short time frame to avoid our business being disrupted. Any system failure or accident that causes interruptions in our operations could result in material harm to our business.

If we are unable to ship and transport components and final products efficiently and economically across long distances and borders our business would be harmed.

We transport significant volumes of components and finished products across long-distances and international borders. Any increases in our transportation costs, as a result of increases in the price of oil or otherwise, would increase our costs and the final prices of our products to our customers. In addition, any increases in customs or tariffs, as a result of changes to existing trade agreements between countries or otherwise, could increase our costs or the final cost of our products to our customers or decrease our margins. Such increases could harm our competitive position and could have a material adverse effect on our business. The laws governing customs and tariffs in many countries are complex, subject to many interpretations and often include substantial penalties for non-compliance. Disputes may arise and could subject us to material liabilities and have a material adverse effect on our business.

If our procedures to ensure compliance with export control laws are ineffective, our business could be harmed .

Our extensive foreign operations and sales are subject to far reaching and complex export control laws and regulations in the U.S., Canada and elsewhere. Violations of those laws and regulations could have material negative consequences for us including large fines, criminal sanctions, prohibitions on participating in certain transactions and government contracts, sanctions on other companies if they continue to do business with us and adverse publicity.

If we are unable to integrate our products with certain third-party operating system software and other products, the functionality of our products would be adversely affected.

The functionality of our products depends on our ability to integrate our products with the operating system software and related products of providers such as Microsoft Corporation, Apple Inc., and the main distributors of Linux, among other providers. If integration with the products of those companies becomes more difficult, our products would likely be more difficult to use. Any increase in the difficulty of using our products would likely harm our reputation and the utility and desirability of our products, and, as a result, would likely have a material adverse effect on our business. Integrating our products with those of the main software platform providers is particularly critical to increasing our sales to the business and government markets, as discussed above under “We may not be successful in our strategy to grow in the business and government markets”.

Our use of open source and third-party software could impose limitations on our ability to distribute or commercialize our software products. We incorporate open source software into our software products. Although we monitor our use of open source software, the terms of many open source licenses have not been interpreted by Canadian, U.S. and other courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to distribute or commercialize our products. In such event, we could be required to seek licenses from, or pay royalties to, third parties in order to continue offering our products, to re-engineer our products or to discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely or efficient basis. If we are required to take any of the foregoing action, this could adversely affect our business, operating results and financial condition.

We also incorporate certain third-party technologies and proprietary rights into our software products and may need to utilize additional third-party technologies or proprietary rights in the future. Although we are not currently reliant in any material respect on any technology license agreement from a single third-party, if software suppliers or other third-party licensors terminate their relationships with us, we could face delays in product releases until equivalent technology can be identified, licensed or developed and integrated into our current software products. These delays, if they occur, could materially adversely affect our business, operating results and financial condition. If we are unable to redesign our software products to function without this third-party technology or to obtain or internally develop similar technology, we might be forced to limit the features available in our current or future software products.

 

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We are exposed to fluctuations in foreign currencies that may materially adversely affect our results of operations.

We are exposed to foreign exchange risk as a result of transactions in currencies other than our functional currency of the Canadian dollar. For example, all of our long-term debt is denominated in U.S. dollars. If the Canadian dollar depreciates relative to the U.S. dollar, the outstanding amount of that debt when translated to our Canadian dollar functional currency will increase. Although we report our results in U.S. dollars, a foreign exchange loss will result from the increase in the outstanding amount and that loss could materially adversely affect our results of operations.

In addition, we are exposed to fluctuations in foreign currencies as a result of transactions in currencies other than our reporting currency of the U.S. dollar. A large portion of our revenue and purchases of materials and components are denominated in U.S. dollars. However, a substantial portion of our revenue is denominated in other foreign currencies, primarily the Canadian dollar, Euro and British pound sterling. If the value of any of these currencies depreciates relative to the U.S. dollar, our foreign currency revenue will decrease when translated to U.S. dollars for financial reporting purposes. In addition, a significant portion of our cost of goods sold, operating costs and capital expenditures are incurred in other currencies, primarily the Canadian dollar, the Euro and the New Zealand dollar. If the value of any of these currencies appreciates relative to the U.S. dollar, our expenses will increase when translated to U.S. dollars for financial reporting purposes.

We monitor our foreign exchange exposures and, in certain circumstances, maintain net monetary asset and/or liability balances in foreign currencies and enter into forward contracts and other derivative contracts to convert a portion of our foreign currency denominated cash flows into Canadian dollars. These activities mitigate, but do not eliminate, our exposure to exchange rate fluctuations. As a result, exchange rate fluctuations may materially adversely affect our operating results in future periods.

The level of our current and future debt could have an adverse impact on our business.

We have substantial debt outstanding and we may incur additional indebtedness in the future. As of March 31, 2012, we had $291.3 million of outstanding indebtedness.

The high level of our indebtedness, among other things, could:

 

   

make it difficult for us to make payments on our debt;

 

   

increase our vulnerability to general adverse economic and industry conditions;

 

   

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and investments and othe