FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
SIERRA WIRELESS, INC. ("Sierra Wireless" or the "Company")
13811 Wireless Way
Richmond, B.C.
V6V 3A4
Item 2. Date of Material Change
August 12, 2021
Item 3. News Release
A press release announcing the change referred to in this report was issued on August 12, 2021. The press release was disseminated via Business Wire and subsequently filed on the Company's SEDAR profile.
Item 4. Summary of Material Change
On August 12, 2021, Sierra Wireless reports second quarter 2021 results.
Item 5. Full Description of Material Change
Sierra Wireless Reports Second Quarter 2021 Results
All results are reported in U.S. dollars and are prepared in accordance with United States generally accepted accounting principles (GAAP), except as otherwise indicated below.
Revenue in the second quarter of 2021 was $132.8 million, an increase of 18.9% compared to $111.7 million in the second quarter of 2020.
Quarterly revenue for our two business segments was as follows:
(i) Revenue from IoT Solutions increased by 16.3% to $90.3 million compared to $77.6 million in the second quarter of 2020. The increase in revenue was primarily due to the growth in LPWA and mobile broadband modules as well as IoT connectivity.
(ii) Revenue from Enterprise Solutions increased by 24.6% to $42.5 million compared to $34.1 million in the second quarter of 2020. The increase was primarily due to improved sales of our enterprise gateway products.
Product revenue increased 15.1% year over year to $97.6 million, representing 73.5% of consolidated revenue in the quarter. Connectivity, software, and services revenue increased 30.8% year over year to $35.2 million, representing 26.5% of consolidated revenue. Monthly recurring revenue ("MRR"1) was $11.4 million in June, a year over year increase of 25.3%.
In accordance with U.S. GAAP, the results of operations of the Automotive Business are reported as discontinued operations in our consolidated statements of operations and comprehensive loss for the three and six month periods ended June 30, 2021 and 2020.
Non-U.S. GAAP financial measures referred to in this material change report are labeled as a "non-GAAP measure" or are designated as such with an asterisk (*). Please see "Non-GAAP Financial Measures" for explanations of why the Company uses these non-GAAP measures and "Reconciliation of GAAP and Non-GAAP Results by Quarter" for reconciliation to the most comparable U.S. GAAP financial measures.
Second Quarter 2021 Financial Highlights
•Gross margin was 34.8% in the second quarter of 2021 compared to 36.7% in the second quarter of 2020. The decrease was primarily impacted by increased component costs. IoT Solutions gross margin was 27.0% in the second quarter of 2021 compared to 29.7% in the second quarter of 2020, and Enterprise Solutions gross margin was 51.3% in the second quarter of 2021 compared to 52.7% in the second quarter of 2020.
•Operating expenses were $55.6 million in the second quarter of 2021 compared to $61.1 million in the second quarter of 2020. The decrease reflects the cost efficiency initiatives undertaken over the last twelve months.
•Net loss from continuing operations was $10.0 million in the second quarter of 2021 compared to $17.3 million in the second quarter of 2020 due to lower operating expenses and higher revenue.
•Adjusted net loss from continuing operations* was $1.1 million, or loss of $0.03 per share, in the second quarter of 2021 compared to $13.0 million, or loss of $0.36 per share, in the second quarter of 2020.
•Adjusted EBITDA* was $4.3 million in the second quarter of 2021 compared to a loss of $8.7 million in the second quarter of 2020.
Cash Position
Cash and cash equivalents and restricted cash at the end of the second quarter of 2021 were $118.5 million compared to $112.2 million at the end of the first quarter of 2021, an increase of $6.3 million. The increase in cash was primarily driven by cash flows from operating activities, partially offset by capital expenditures.
Financial Guidance
The impact of the COVID-19 pandemic on our global business continues to remain uncertain. While we continue to experience and evaluate the effects on our business, the overall severity and duration of adverse impacts related to COVID-19 on our business, financial condition, cash flows, and operating results for 2021 and beyond cannot be reasonably estimated at this time.
Demand for our products remains very strong. However, we are experiencing production interruptions due to COVID-19 cases at a contract manufacturing facility in Vietnam. This is impacting our ability to build and ship cellular embedded modules and gateways to our customers in the third quarter of 2021. While limited production has resumed at the Vietnam facility and we are currently building our resilience by ramping up multiple locations, including our new Mexico site for gateways and routers, the ongoing impact of these interruptions is highly
1 MRR is defined as the monthly subscription revenue including usage fees from current subscribers. MRR is a key performance metric to measure our performance and growth in our recurring revenue, both to help investors better understand and assess the performance of our business and also because our mix of revenue generated from recurring sources has increased in recent years. MRR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. MRR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. MRR is not a forecast.
uncertain. This is expected to have a material negative impact on our financial condition and results of operations, including production capacity, revenue, gross margin percentage, gross margin dollars, profit, and cash in the third quarter of 2021. Given these uncertain conditions, we will not be providing guidance for the third quarter of 2021.
Non-GAAP Financial Measures
Our consolidated financial statements are prepared in accordance with U.S. GAAP on a basis consistent for all periods presented. In addition to results reported in accordance with U.S. GAAP, we use non-GAAP financial measures as supplemental indicators of our operating performance. The term “non-GAAP financial measure” is used to refer to a numerical measure of a company’s historical or future financial performance, financial position or cash flows that: (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with U.S. GAAP in a company’s statement of earnings, balance sheet or statement of cash flows; or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.
Our non-GAAP financial measures included in this material change report are adjusted net earnings (loss) from continuing operations*, adjusted basic and diluted net earnings (loss) per share from continuing operations*and adjusted EBITDA* (earnings before interest, taxes, depreciation, and amortization).
Adjusted net earnings (loss) from continuing operations* excludes the impact of stock-based compensation expense and related social taxes, phantom RSU expense which represents expenses related to compensation units settled in cash based on the stock price at vesting, restructuring costs, acquisition-related and integration costs, government grants related to COVID-19 relief, CEO retirement/search, impairment, the ransomware incident, certain other non-recurring costs or recoveries, acquisition-related amortization, the impact of foreign exchange gains or losses on translation of certain balance sheet accounts, foreign exchange gains or losses on forward contracts, and certain tax adjustments.
Adjusted EBITDA* from continuing operations is defined as net earnings (loss) from continuing operations plus stock-based compensation expense and related social taxes, phantom RSU expense which represents expenses related to compensation units settled in cash based on the stock price at vesting, restructuring costs, acquisition-related and integration costs, government grants related to COVID-19 relief, CEO retirement/search, impairment, the ransomware incident, certain other non-recurring costs or recoveries, amortization, interest and other income (expense), foreign exchange gains or losses on translation of certain balance sheet accounts, unrealized foreign exchange gains or losses on forward contracts, and income tax expense (recovery). Adjusted EBITDA is a metric used by investors and analysts for valuation purposes and is an important indicator of our operating performance and our ability to generate liquidity through operating cash flow that will fund future working capital needs and fund future capital expenditures.
We use the above-noted non-GAAP financial measures for planning purposes and to allow us to assess the performance of our business before including the impacts of the items noted above as they affect the comparability of our financial results. These non-GAAP measures are reviewed regularly by management and the Board of Directors as part of the ongoing internal assessment of our operating performance.
We disclose these non-GAAP financial measures as we believe they provide useful information to investors and analysts to assist them in their evaluation of our operating results and to assist in comparisons from one period to another. Readers are cautioned that non-GAAP financial measures do not have any standardized meaning prescribed by U.S. GAAP and therefore may not be comparable to similar measures presented by other companies.
Cautionary Note Regarding Forward-Looking Statements
This material change report contains certain statements and information that are not based on historical facts and constitute forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws (collectively, “forward-looking statements”) and may include statements and information relating to our third quarter fiscal 2021 guidance, the impact of COVID-19 on customer demand, our supply chain, manufacturing capacity (including manufacturing shutdowns or slowdowns), our ability to meet customer demand and our financial results; the impact of the ransomware incident on our business operations; our work to review and evaluate additional security measures and the ability that they will have to protect our IT systems; expectations regarding post-COVID-19 recovery; expectations regarding the Company's cost savings initiatives; statements regarding our strategy, plans, goals, objectives, expectations and future operating performance; the Company's liquidity and capital resources; the Company's financial and operating objectives and strategies to achieve them; general economic conditions; estimates of our expenses, future revenues, financial results and capital requirements; our expectations regarding the legal proceedings we are involved in; statements with respect to the Company's estimated working capital; expectations with respect to the adoption of IoT solutions; expectations regarding trends and growth in the IoT market and wireless module market; expectations regarding product and price competition from other wireless device manufacturers and solution providers; our ability to implement effective control procedures; and expectations regarding the launch of fifth generation cellular embedded modules and gateways. Forward-looking statements are provided to help you understand our views of our short and long term plans, expectations, and prospects. We caution you that forward-looking statements may not be appropriate for other purposes.
Forward-looking statements:
• Typically include words and phrases about the future such as "outlook", "guidance", "will", "may", “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible”, or variations thereof.
• Are not promises or guarantees of future performance. They represent our current views and may change significantly.
• Are based on a number of material assumptions, including, but not limited to, those listed below, which could prove to be significantly incorrect:
•the scope and duration of the COVID-19 pandemic and its impact on our business;
•our ability to return to normal operations after the COVID-19 pandemic has subsided globally;
•expected component supply constraints and manufacturing capacity;
•customer demand and our ability to continue to sell our products and services in the expected quantities at the expected prices and expected times;
•our ability to effect and to realize the anticipated benefits of our business transformation and restructuring initiatives, and the timing thereof;
•our ability to develop, manufacture, and sell new products and services that meet the needs of our customers and gain commercial acceptance;
•expected macro-economic business conditions;
•expected cost of sales;
•our ability to win new business;
•our ability to integrate acquired businesses and realize expected benefits;
•our ability to renew or obtain credit facilities when required;
•expected deployment of next generation networks by wireless network operators;
•our operations not being adversely disrupted by further ransomware or cyber security attacks;
•our operations not being adversely disrupted by other developments, operating, cyber security, litigation, or regulatory risks; and
•expected tax and foreign exchange rates.
•Are based on our management's current expectations and we caution investors that forward-looking statements, particularly those that relate to longer periods of time, are subject to substantial known and
unknown material risks and uncertainties. Many factors could cause our actual results, achievements and developments in our business to differ significantly from those expressed or implied by our forward-looking statements, including without limitation, the following factors. These risk factors and others are discussed in our Annual Information Form which may be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov and in our other regulatory filings with the Securities and Exchange Commission in the United States and the provincial securities commissions in Canada:
•prolonged negative impact from COVID-19;
•our access to capital, if required;
•competition from new or established competitors or from those with greater resources;
•our reliance on single source suppliers for certain components used in our products;
•our dependence on a limited number of third party manufacturers;
•cyber-attacks or other breaches of our and our vendors' information technology security;
•natural catastrophes or public health epidemics that could impact customer demand, result in production disruption and impact our ability to meet customer demand or capacity to continue critical operations;
•the loss of, or significant demand fluctuations from, any of our significant customers;
•our financial results being subject to fluctuations;
•our business transformation initiatives may result in disruptions to our business and may not achieve the anticipated benefits;
•our ability to respond to changing technology, industry standards, and customer requirements;
•failures of our products or services due to design flaws and errors, component quality issues, manufacturing defects, network service interruptions, cyber-security vulnerabilities or other quality issues;
•deterioration in macro-economic conditions could adversely affect our operating results and financial conditions;
•our ability to hire and transition in a timely manner experienced and qualified additional executive officers and key employees as needed to achieve our business objectives;
•risks related to the transmission, use and disclosure of user data and personal information;
•disruption of, and demands on, our ongoing business and diversion of management's time and attention in connection with acquisitions or divestitures;
•risks that our investments and partnerships may fail to realize the expected benefits;
•risks related to infringement on intellectual property rights of others;
•our ability to obtain necessary rights to use software or components supplied by third parties;
•our ability to enforce our intellectual property rights;
•unanticipated costs associated with litigation or settlements;
•our dependence on mobile network operators to promote and offer acceptable wireless data services;
•risks related to contractual disputes with counterparties;
•risks related to governmental regulation;
•risks inherent in foreign jurisdictions; and
•risks related to tariffs or other trade restrictions.
About Sierra Wireless
Sierra Wireless (NASDAQ: SWIR) (TSX: SW) is a leading IoT solutions provider that combines devices, network services, and software to unlock value in the connected economy. Companies globally are adopting 4G, 5G, and LPWA solutions to improve operational efficiency, create better customer experiences, improve their business models, and create new revenue streams. Sierra Wireless works with its customers to develop the right industry-specific solution for their IoT deployments, whether this is an integrated solution to help connect edge devices to the cloud, a software/API service to manage processes with billions of connected assets, or a platform to extract real-time data to improve business decisions. With more than 25 years of cellular IoT experience, Sierra Wireless is the global partner customers trust to deliver them their next IoT solution. For more information, visit www.sierrawireless.com.
“Sierra Wireless” is a registered trademark of Sierra Wireless. Other product or service names mentioned herein may be the trademarks of their respective owners.
SIERRA WIRELESS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands of U.S. dollars, except where otherwise stated)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Revenue
|
|
|
|
|
|
|
|
|
IoT Solutions
|
$
|
90,309
|
|
|
$
|
77,629
|
|
|
$
|
164,887
|
|
|
$
|
146,011
|
|
|
Enterprise Solutions
|
42,476
|
|
|
34,089
|
|
|
75,960
|
|
|
68,728
|
|
|
|
132,785
|
|
|
111,718
|
|
|
240,847
|
|
|
214,739
|
|
|
Cost of sales
|
|
|
|
|
|
|
|
|
IoT Solutions
|
65,884
|
|
|
54,599
|
|
|
118,376
|
|
|
104,796
|
|
|
Enterprise Solutions
|
20,670
|
|
|
16,111
|
|
|
38,513
|
|
|
34,010
|
|
|
|
86,554
|
|
|
70,710
|
|
|
156,889
|
|
|
138,806
|
|
|
Gross margin
|
46,231
|
|
|
41,008
|
|
|
83,958
|
|
|
75,933
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
Sales and marketing
|
21,423
|
|
|
21,192
|
|
|
41,244
|
|
|
44,746
|
|
|
Research and development
|
16,930
|
|
|
22,065
|
|
|
34,414
|
|
|
43,452
|
|
|
Administration
|
11,025
|
|
|
12,122
|
|
|
27,124
|
|
|
23,912
|
|
|
Restructuring
|
1,720
|
|
|
245
|
|
|
4,294
|
|
|
851
|
|
|
Acquisition-related and integration
|
72
|
|
|
185
|
|
|
281
|
|
|
185
|
|
|
Amortization
|
4,389
|
|
|
5,324
|
|
|
9,013
|
|
|
10,715
|
|
|
|
55,559
|
|
|
61,133
|
|
|
116,370
|
|
|
123,861
|
|
|
Loss from operations
|
(9,328)
|
|
|
(20,125)
|
|
|
(32,412)
|
|
|
(47,928)
|
|
|
Foreign exchange gain (loss)
|
1,143
|
|
|
3,544
|
|
|
(3,116)
|
|
|
610
|
|
|
Other expense
|
(1,246)
|
|
|
(283)
|
|
|
(1,889)
|
|
|
(475)
|
|
|
Loss before income taxes
|
(9,431)
|
|
|
(16,864)
|
|
|
(37,417)
|
|
|
(47,793)
|
|
|
Income tax expense (recovery)
|
605
|
|
|
427
|
|
|
1,157
|
|
|
(3,292)
|
|
|
Net loss from continuing operations
|
$
|
(10,036)
|
|
|
$
|
(17,291)
|
|
|
$
|
(38,574)
|
|
|
$
|
(44,501)
|
|
Net earnings (loss) from discontinued
operations
|
85
|
|
|
1,684
|
|
|
(1,237)
|
|
|
6,231
|
|
|
Net loss
|
$
|
(9,951)
|
|
|
$
|
(15,607)
|
|
|
$
|
(39,811)
|
|
|
$
|
(38,270)
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments, net of taxes of $nil
|
1,233
|
|
|
4,318
|
|
|
(1,667)
|
|
|
(548)
|
|
|
Comprehensive loss
|
$
|
(8,718)
|
|
|
$
|
(11,289)
|
|
|
$
|
(41,478)
|
|
|
$
|
(38,818)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net earnings (loss) per share (in dollars)
|
|
|
|
|
|
|
|
|
Continuing operations
|
$
|
(0.27)
|
|
|
$
|
(0.48)
|
|
|
$
|
(1.05)
|
|
|
$
|
(1.23)
|
|
|
Discontinued operations
|
—
|
|
|
0.05
|
|
|
(0.03)
|
|
|
0.17
|
|
|
|
$
|
(0.27)
|
|
|
$
|
(0.43)
|
|
|
$
|
(1.08)
|
|
|
$
|
(1.05)
|
|
Weighted average number of shares outstanding
(in thousands)
|
|
|
|
|
|
|
|
|
Basic
|
36,992
|
|
|
36,341
|
|
|
36,865
|
|
|
36,309
|
|
|
Diluted
|
36,992
|
|
|
36,341
|
|
|
36,865
|
|
|
36,309
|
|
SIERRA WIRELESS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except where otherwise stated)
(unaudited)
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|
|
|
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|
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
December 31, 2020
|
|
Assets
|
|
|
|
|
Current assets
|
|
|
|
|
Cash and cash equivalents
|
$
|
113,747
|
|
|
$
|
160,560
|
|
|
Restricted cash
|
4,739
|
|
|
10,864
|
|
|
Accounts receivable
|
74,969
|
|
|
68,575
|
|
|
Inventories
|
46,941
|
|
|
32,815
|
|
|
Prepaids and other
|
24,384
|
|
|
11,933
|
|
|
|
264,780
|
|
|
284,747
|
|
|
Property and equipment, net
|
33,029
|
|
|
31,412
|
|
|
Operating lease right-of-use assets
|
17,113
|
|
|
20,068
|
|
|
Intangible assets, net
|
71,769
|
|
|
78,081
|
|
|
Goodwill
|
172,150
|
|
|
175,545
|
|
|
Deferred income taxes
|
1,103
|
|
|
1,135
|
|
|
Other assets
|
8,894
|
|
|
10,383
|
|
|
|
$
|
568,838
|
|
|
$
|
601,371
|
|
|
Liabilities
|
|
|
|
|
Current liabilities
|
|
|
|
|
Accounts payable and accrued liabilities
|
165,937
|
|
|
162,138
|
|
|
Deferred revenue
|
10,389
|
|
|
9,862
|
|
|
|
176,326
|
|
|
172,000
|
|
|
Long-term obligations
|
43,678
|
|
|
45,646
|
|
|
Operating lease liabilities
|
16,629
|
|
|
17,054
|
|
|
Deferred income taxes
|
9,961
|
|
|
10,258
|
|
|
|
246,594
|
|
|
244,958
|
|
|
Equity
|
|
|
|
|
Shareholders’ equity
|
|
|
|
|
Common stock: no par value; unlimited shares authorized; issued and outstanding: 37,163,742 shares (December 31, 2020 - 36,619,439 shares)
|
451,119
|
|
|
441,999
|
|
|
Preferred stock: no par value; unlimited shares authorized;
issued and outstanding: nil shares
|
—
|
|
|
—
|
|
|
Treasury stock: at cost; 41,765 shares (December 31, 2020 – 46,505 shares)
|
(512)
|
|
|
(542)
|
|
|
Additional paid-in capital
|
49,824
|
|
|
49,489
|
|
|
Retained deficit
|
(170,940)
|
|
|
(128,953)
|
|
|
Accumulated other comprehensive loss
|
(7,247)
|
|
|
(5,580)
|
|
|
|
322,244
|
|
|
356,413
|
|
|
|
$
|
568,838
|
|
|
$
|
601,371
|
|
SIERRA WIRELESS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(9,951)
|
|
|
$
|
(15,607)
|
|
|
$
|
(39,811)
|
|
|
$
|
(38,270)
|
|
|
Items not requiring (providing) cash
|
|
|
|
|
|
|
|
|
Amortization
|
7,267
|
|
|
8,538
|
|
|
14,575
|
|
|
17,023
|
|
|
Stock-based compensation
|
3,722
|
|
|
3,276
|
|
|
12,237
|
|
|
6,458
|
|
|
Deferred income taxes
|
(3)
|
|
|
(16)
|
|
|
(3)
|
|
|
(9)
|
|
|
Unrealized foreign exchange (gain) loss
|
(867)
|
|
|
(4,772)
|
|
|
4,161
|
|
|
361
|
|
|
Other
|
317
|
|
|
(59)
|
|
|
337
|
|
|
(207)
|
|
|
Changes in non-cash working capital
|
|
|
|
|
|
|
|
|
Accounts receivable
|
3,548
|
|
|
18,730
|
|
|
(7,196)
|
|
|
26,288
|
|
|
Inventories
|
(12,703)
|
|
|
(2,881)
|
|
|
(14,235)
|
|
|
(11,555)
|
|
|
Prepaids and other
|
5,150
|
|
|
(4,858)
|
|
|
(11,084)
|
|
|
(5,659)
|
|
|
Accounts payable and accrued liabilities
|
18,541
|
|
|
3,256
|
|
|
5,495
|
|
|
6,033
|
|
|
Deferred revenue
|
235
|
|
|
82
|
|
|
396
|
|
|
(1,216)
|
|
|
Cash flows provided by (used in) operating activities
|
15,256
|
|
|
5,689
|
|
|
(35,128)
|
|
|
(753)
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
Additions to property and equipment
|
(3,972)
|
|
|
(5,728)
|
|
|
(8,681)
|
|
|
(9,727)
|
|
|
Additions to intangible assets
|
(2,502)
|
|
|
(743)
|
|
|
(2,922)
|
|
|
(1,471)
|
|
|
Proceeds from sale of property and equipment
|
25
|
|
|
204
|
|
|
39
|
|
|
224
|
|
|
Acquisition of M2M Group, net of cash acquired
|
—
|
|
|
(172)
|
|
|
—
|
|
|
(18,391)
|
|
|
Acquisition of M2M New Zealand, net of cash acquired
|
(319)
|
|
|
—
|
|
|
(319)
|
|
|
—
|
|
|
Cash flows used in investing activities
|
(6,768)
|
|
|
(6,439)
|
|
|
(11,883)
|
|
|
(29,365)
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
Issuance of common shares, net of issuance cost
|
799
|
|
|
—
|
|
|
3,601
|
|
|
—
|
|
|
Purchase of treasury shares for RSU distribution
|
(3,530)
|
|
|
(194)
|
|
|
(7,463)
|
|
|
(220)
|
|
|
Taxes paid related to net settlement of equity awards
|
(111)
|
|
|
(50)
|
|
|
(1,057)
|
|
|
(626)
|
|
|
Decrease in other long-term obligations
|
(66)
|
|
|
(83)
|
|
|
(102)
|
|
|
(187)
|
|
|
Proceeds from (repayment of) short-term borrowings
|
—
|
|
|
(10,000)
|
|
|
—
|
|
|
15,000
|
|
|
Cash flows provided by (used in) financing activities
|
(2,908)
|
|
|
(10,327)
|
|
|
(5,021)
|
|
|
13,967
|
|
|
Effect of foreign exchange rate changes on cash and cash equivalents
|
672
|
|
|
766
|
|
|
(906)
|
|
|
(475)
|
|
|
Cash, cash equivalents and restricted cash, increase (decrease) in the period
|
6,252
|
|
|
(10,311)
|
|
|
(52,938)
|
|
|
(16,626)
|
|
|
Cash, cash equivalents and restricted cash, beginning of period
|
112,234
|
|
|
72,768
|
|
|
171,424
|
|
|
79,083
|
|
|
Cash, cash equivalents and restricted cash, end of period
|
$
|
118,486
|
|
|
$
|
62,457
|
|
|
$
|
118,486
|
|
|
$
|
62,457
|
|
SIERRA WIRELESS, INC.
RECONCILIATION OF GAAP AND NON-GAAP RESULTS BY QUARTER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of U.S. dollars, except where otherwise stated)
|
2021
|
|
2020
|
|
2019
|
|
Q2
|
Q1
|
|
Q4
|
Q3
|
Q2
|
Q1
|
|
Q4
|
Q3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations - GAAP
|
$
|
(10,036)
|
|
$
|
(28,538)
|
|
|
$
|
(11,167)
|
|
$
|
(14,483)
|
|
$
|
(17,291)
|
|
$
|
(27,210)
|
|
|
$
|
(15,316)
|
|
$
|
(19,761)
|
|
|
|
|
Stock-based compensation and related social taxes
|
3,807
|
|
7,928
|
|
|
6,461
|
|
5,085
|
|
3,256
|
|
3,200
|
|
|
1,773
|
|
3,763
|
|
|
|
|
Phantom RSU expense
|
569
|
|
206
|
|
|
691
|
|
261
|
|
141
|
|
74
|
|
|
35
|
|
55
|
|
|
|
|
Restructuring
|
1,720
|
|
2,574
|
|
|
4,800
|
|
3,089
|
|
245
|
|
606
|
|
|
2,251
|
|
4,588
|
|
|
|
|
Acquisition-related and integration
|
72
|
|
209
|
|
|
115
|
|
140
|
|
185
|
|
—
|
|
|
274
|
|
291
|
|
|
|
|
COVID-19 government relief
|
(1,016)
|
|
(2,049)
|
|
|
(954)
|
|
(6,298)
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
|
CEO retirement/search
|
400
|
|
1,655
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
|
Impairment
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
877
|
|
—
|
|
|
|
|
Ransomware incident
|
1,135
|
|
533
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
|
Other non-recurring costs
|
521
|
|
299
|
|
|
330
|
|
299
|
|
152
|
|
87
|
|
|
795
|
|
279
|
|
|
|
|
Amortization
|
7,267
|
|
7,308
|
|
|
7,054
|
|
8,030
|
|
7,823
|
|
7,726
|
|
|
7,849
|
|
7,378
|
|
|
|
|
Interest and other expense, net
|
111
|
|
110
|
|
|
564
|
|
988
|
|
283
|
|
192
|
|
|
111
|
|
122
|
|
|
|
|
Foreign exchange (gain) loss, net of realized gain/loss on hedge contracts
|
(821)
|
|
4,816
|
|
|
(2,804)
|
|
(3,572)
|
|
(3,955)
|
|
2,836
|
|
|
(1,580)
|
|
2,953
|
|
|
|
|
Income tax expense (recovery)
|
605
|
|
552
|
|
|
(7,984)
|
|
(633)
|
|
427
|
|
(3,719)
|
|
|
(262)
|
|
3,864
|
|
|
|
|
Adjusted EBITDA*
|
$
|
4,334
|
|
$
|
(4,397)
|
|
|
$
|
(2,894)
|
|
$
|
(7,094)
|
|
$
|
(8,734)
|
|
$
|
(16,208)
|
|
|
$
|
(3,193)
|
|
$
|
3,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations - GAAP
|
$
|
(10,036)
|
|
$
|
(28,538)
|
|
|
$
|
(11,167)
|
|
$
|
(14,483)
|
|
$
|
(17,291)
|
|
$
|
(27,210)
|
|
|
$
|
(15,316)
|
|
$
|
(19,761)
|
|
|
|
|
Stock-based compensation and related social taxes
|
3,807
|
|
7,928
|
|
|
6,461
|
|
5,085
|
|
3,256
|
|
3,200
|
|
|
1,773
|
|
3,763
|
|
|
|
|
Phantom RSU expense
|
569
|
|
206
|
|
|
691
|
|
261
|
|
141
|
|
74
|
|
|
35
|
|
55
|
|
|
|
|
Restructuring
|
1,720
|
|
2,574
|
|
|
4,800
|
|
3,089
|
|
245
|
|
606
|
|
|
2,251
|
|
4,588
|
|
|
|
|
Acquisition-related and integration
|
72
|
|
209
|
|
|
115
|
|
140
|
|
185
|
|
—
|
|
|
274
|
|
291
|
|
|
|
|
COVID-19 government relief
|
(1,016)
|
|
(2,049)
|
|
|
(954)
|
|
(6,298)
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
|
CEO retirement/search
|
400
|
|
1,655
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
|
Impairment
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
877
|
|
—
|
|
|
|
|
Ransomware incident
|
1,135
|
|
533
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
|
Other non-recurring costs
|
521
|
|
299
|
|
|
330
|
|
299
|
|
152
|
|
87
|
|
|
795
|
|
279
|
|
|
|
|
Acquisition-related amortization
|
2,890
|
|
3,135
|
|
|
3,306
|
|
3,555
|
|
3,886
|
|
3,889
|
|
|
3,593
|
|
3,610
|
|
|
|
|
Foreign exchange (gain) loss, net of realized gain/loss on hedge contracts
|
(821)
|
|
4,816
|
|
|
(2,804)
|
|
(3,572)
|
|
(3,955)
|
|
2,836
|
|
|
(1,580)
|
|
2,953
|
|
|
|
|
Income tax (recovery) expense adjustment
|
(357)
|
|
(393)
|
|
|
(7,784)
|
|
200
|
|
358
|
|
(2,696)
|
|
|
415
|
|
3,933
|
|
|
|
|
Adjusted loss from continuing operations*
|
$
|
(1,116)
|
|
$
|
(9,625)
|
|
|
$
|
(7,006)
|
|
$
|
(11,724)
|
|
$
|
(13,023)
|
|
$
|
(19,214)
|
|
|
$
|
(6,883)
|
|
$
|
(289)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares (in thousands) - basic and diluted
|
36,992
|
|
36,736
|
|
|
36,534
|
|
36,417
|
|
36,341
|
|
36,277
|
|
|
36,222
|
|
36,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted adjusted net loss per share from continuing operations (in dollars)*
|
$
|
(0.03)
|
|
$
|
(0.26)
|
|
|
$
|
(0.19)
|
|
$
|
(0.32)
|
|
$
|
(0.36)
|
|
$
|
(0.53)
|
|
|
$
|
(0.19)
|
|
$
|
(0.01)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SIERRA WIRELESS, INC.
SEGMENTED RESULTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands of U.S. dollars, except where otherwise indicated)
|
2021
|
|
2020(1)
|
|
Q2
|
Q1
|
|
Total
|
Q4
|
Q3
|
Q2
|
Q1
|
|
|
|
|
|
|
|
|
|
|
|
IoT Solutions (New)
|
|
|
|
|
|
|
|
|
|
Revenue
|
$
|
90,309
|
|
$
|
74,578
|
|
|
$
|
306,917
|
|
$
|
81,561
|
|
$
|
79,345
|
|
$
|
77,629
|
|
$
|
68,382
|
|
|
Gross margin
|
$
|
24,425
|
|
$
|
22,086
|
|
|
$
|
87,146
|
|
$
|
23,343
|
|
$
|
22,588
|
|
$
|
23,030
|
|
$
|
18,185
|
|
|
Gross margin %
|
27.0
|
%
|
29.6
|
%
|
|
28.4
|
%
|
28.6
|
%
|
28.5
|
%
|
29.7
|
%
|
26.6
|
%
|
|
Enterprise Solutions
|
|
|
|
|
|
|
|
|
|
Revenue
|
$
|
42,476
|
|
$
|
33,484
|
|
|
$
|
141,671
|
|
$
|
38,917
|
|
$
|
34,026
|
|
$
|
34,089
|
|
$
|
34,639
|
|
|
Gross margin
|
$
|
21,806
|
|
$
|
15,641
|
|
|
$
|
71,605
|
|
$
|
20,023
|
|
$
|
16,864
|
|
$
|
17,978
|
|
$
|
16,740
|
|
|
Gross margin %
|
51.3
|
%
|
46.7
|
%
|
|
50.5
|
%
|
51.5
|
%
|
49.6
|
%
|
52.7
|
%
|
48.3
|
%
|
|
Total
|
|
|
|
|
|
|
|
|
|
Revenue
|
$
|
132,785
|
|
$
|
108,062
|
|
|
$
|
448,588
|
|
$
|
120,478
|
|
$
|
113,371
|
|
$
|
111,718
|
|
$
|
103,021
|
|
|
Gross margin
|
$
|
46,231
|
|
$
|
37,727
|
|
|
$
|
158,751
|
|
$
|
43,366
|
|
$
|
39,452
|
|
$
|
41,008
|
|
$
|
34,925
|
|
|
Gross margin %
|
34.8
|
%
|
34.9
|
%
|
|
35.4
|
%
|
36.0
|
%
|
34.8
|
%
|
36.7
|
%
|
33.9
|
%
|
|
Revenue by Type:
|
|
|
|
|
|
|
|
|
|
Product
|
$
|
97,595
|
|
$
|
74,389
|
|
|
$
|
332,544
|
|
$
|
87,856
|
|
$
|
83,560
|
|
$
|
84,820
|
|
$
|
76,308
|
|
|
Connectivity, software, and services(1)
|
$
|
35,190
|
|
$
|
33,673
|
|
|
$
|
116,044
|
|
$
|
32,622
|
|
$
|
29,811
|
|
$
|
26,898
|
|
$
|
26,713
|
|
(1) Previously called 'Recurring and other services'
Item 6. Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable
Item 7. Omitted Information
Not applicable
Item 8. Executive Officer
For further information, please contact
Samuel Cochrane, Chief Financial Officer at Sierra Wireless, Inc., 13811 Wireless Way, Richmond, B.C., V6V 3A4, Telephone: (604) 231-1100.
Item 9. Date of Report
This material change report is dated as of August 16, 2021.