Sierra Wireless
Annual Report 2013

Plain-text annual report

Annual Report | 2013 United States GAAP Sierra Wireless is the global leader in M2M devices and cloud services, delivering intelligent solutions that simplify the connected world. Sierra Wireless, Inc. Financial Highlights (Expressed in thousands of United States dollars, except as otherwise stated) (Prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP")) Consolidated Statement of Operations Data Years ended December 31, 2013 2012 2011 GAAP results Revenue Gross margin percentage Total expenses Loss from operations Net loss from continuing operations Net earnings from discontinued operations Net earnings (loss) attributable to the Company Basic and diluted net earnings (loss) per share (in dollars) Non-GAAP results(1) Gross margin percentage Total expenses Earnings (loss) from operations Net earnings (loss) from continuing operations Net earnings from discontinued operations Net earnings attributable to the Company Basic and diluted net earnings (loss) per share (in dollars) Revenue by segment OEM Solutions Enterprise Solutions Revenue by geographical region Americas Europe, Middle East and Africa Asia-Pacific Consolidated Balance Sheet Data December 31, $ 441,860 $ 397,321 $ 333,175 33.0% 31.5% 30.5% $ $ $ $ $ 163,305 (17,664) (15,550) 70,588 55,038 1.79 33.1% 140,994 5,053 6,942 4,420 11,362 0.37 382,016 59,844 441,860 $ $ $ $ $ 147,480 (22,206) (4,202) 31,401 27,199 0.88 31.6% 124,680 898 (444) 33,796 33,352 1.08 346,543 50,778 397,321 $ $ $ $ $ 31% 21% 48% 100% 25% 20% 55% 100% 155,993 (54,253) (50,710) 21,338 (29,315) (0.94) 30.7% 124,515 (22,390) (18,656) 22,289 3,633 0.12 290,463 42,712 333,175 25% 27% 48% 100% 2013 2012 2011 Cash and cash equivalents, including short-term investments Long-term liabilities Shareholders' equity Number of common shares outstanding $ $ $ 177,416 21,677 362,996 31,097,844 $ $ $ 63,646 26,826 298,056 30,592,423 $ $ $ 110,722 25,379 271,904 31,306,692 (1) Our non-GAAP results exclude the impact of stock-based compensation expense, acquisition amortization, impairment, acquisition and disposition costs, integration costs, restructuring costs, foreign exchange gains or losses on foreign currency contracts and translation of balance sheet accounts, and certain tax adjustments. 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. For further information, refer to "Non-GAAP Financial Measures" on page 24 of the Management's Discussion and Analysis in this Annual Report. Report to Shareholders 2013 was a transformational period for Sierra Wireless. In my letter to shareholders last year I discussed the planned divestiture of our AirCard assets, and how it would unlock shareholder value and provide us with additional resources to pursue the long-term opportunity in Machine-to-Machine (M2M). We completed the sale of AirCard in April, 2013 and have begun to put the proceeds to work acquiring additional M2M businesses. In 2013 we acquired AnyDATA’s M2M modules and modem assets which has strengthened our position in the important Korea market and, subsequent to year end, we entered into an agreement to acquire In Motion Technology Inc., expanding our M2M business in wireless gateways, routers and solutions for Enterprise. Our financial performance in 2013 was solid. Our revenue grew by 11.2% to a record $441.9 million. Each of our individual business segments - OEM Solutions and Enterprise Solutions - contributed significantly to our overall growth. OEM Solutions revenue grew by 10.2% to $382.0 million, while revenue from our Enterprise Solutions segment was up 17.9% to $59.9 million. Our gross margin percentage also improved as a result of favorable product mix and product cost reductions. This translated into improved profitability, as adjusted EBITDA increased by 47.9% to $18.7 million, demonstrating the profit potential in our business model as our revenue increases. Innovation continues to be a key contributor to our market leadership position. In 2013 we delivered a number of new products and solutions that we believe will differentiate us in the market and fuel our future growth. Within our OEM Solutions business segment, we introduced our new family of smart modules that combine a multi-core architecture, new embedded application framework and pre-integrated AirVantage cloud services. The result is an entire M2M ecosystem that enables OEM customers to develop and run their application directly on the module, and to deploy and manage their devices in the cloud, reducing their overall development time and total cost of ownership. We also continued to stake our claim as the clear 4G LTE technology leader; releasing a number of new module devices for 4G networks, including the AR7, the world’s first 4G embedded module designed specifically for the automotive market. Within Enterprise Solutions, adoption of our next generation AirVantage cloud offering continued to build momentum. Existing large customers, such as Nespresso, added devices and subscribers at a steady rate, and new customers such as Veolia Water were commissioned onto the platform and launched in the market. Additionally, our conversion rate for AirLink gateway customers adopting AirVantage for device management services continued to improve. We continue to be enthusiastic about the opportunity to grow our AirVantage subscriber and recurring revenue base and about the differentiation that it brings to our device-to-cloud offering. Our singular focus on M2M is all about creating shareholder value. We believe we are exceptionally well positioned to capitalize on the growing M2M market opportunity. According to ABI Research, the market is expected to grow from 1.4 billion connected devices today to over 12 billion connected devices by 2020. We have significant scale, a blue-chip customer base, new customer design wins, and differentiated products and solutions that span the M2M value chain. I believe this collection of assets will enable us to capture this long term growth opportunity, and to drive margin expansion and defensibility as well. While we will continue to focus on profitable organic growth, we also plan to put our strong balance sheet to work, acquiring more great M2M companies that will help us to further expand our position in the value chain, strengthen our margins and drive revenue growth. I believe that our track record of executing on this plan is solid. Since 2008, we have grown our M2M business organically and through acquisition from $158 million to $442 million in annual revenues. 1 To summarize, we are delivering on the plan we established to drive profitable growth and to build on our industry leadership in M2M, creating value for all stakeholders in 2014 and beyond. I thank you for your continued confidence and look forward to reporting to you on our achievements in the coming year. Jason W. Cohenour President and Chief Executive Officer Cautionary Note Regarding Forward-Looking Statements Certain statements in this letter constitute forward-looking statements or forward-looking information and, in this regard, you should read carefully the "Cautionary Note Regarding Forward-Looking Statements" in the attached Management's Discussion & Analysis. 2 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS OVERVIEW Business Overview Strategy Annual Overview - Financial Highlights Outlook Disposition of AirCard Business CONSOLIDATED ANNUAL RESULTS OF OPERATIONS Year ended December 31, 2013 Compared to Year Ended December 31, 2012 Year ended December 31, 2012 Compared to Year Ended December 31, 2011 SEGMENTED INFORMATION FOURTH QUARTER OVERVIEW CONSOLIDATED FOURTH QUARTER RESULTS OF OPERATIONS SUMMARY OF QUARTERLY RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES NON-GAAP FINANCIAL MEASURES OFF-BALANCE SHEET ARRANGEMENTS TRANSACTIONS BETWEEN RELATED PARTIES CRITICAL ACCOUNTING POLICIES AND ESTIMATES OUTSTANDING SHARE DATA IMPACT OF ACCOUNTING PRONOUNCEMENTS AFFECTING FUTURE PERIODS DISCLOSURE CONTROLS INTERNAL CONTROL OVER FINANCIAL REPORTING LEGAL PROCEEDINGS RISKS AND UNCERTAINTIES CONSOLIDATED FINANCIAL STATEMENTS 4 5 6 6 7 7 11 12 13 13 16 18 18 19 20 22 24 27 27 27 31 31 32 32 33 36 45 3 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides information for the year ended December 31, 2013, and up to and including February 27, 2014. This MD&A should be read together with our audited consolidated financial statements and the accompanying notes for the year ended December 31, 2013 (“the consolidated financial statements”). The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Except where otherwise specifically indicated, all amounts in this MD&A are expressed in United States dollars. We have prepared this MD&A with reference to National Instrument 51-102 “Continuous Disclosure Obligations” of the Canadian Securities Administrators. Under the U.S./Canada Multijurisdictional Disclosure System, we are permitted to prepare this MD&A in accordance with the disclosure requirements of Canada, which requirements are different than those of the United States. Certain statements in this MD&A constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws. You should carefully read the cautionary note in this MD&A regarding forward-looking statements and should not place undue reliance on any such forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements”. Throughout this document, references are made to certain non-GAAP financial measures that are not measures of performance under U.S. GAAP. Management believes that these non-GAAP financial measures provide useful information to investors regarding the Company’s financial condition and results of operations as they provide additional measures of its performance. These non-GAAP financial measures do not have any standardized meaning prescribed by U.S. GAAP and are therefore unlikely to be comparable to similar measures presented by other issuers. These non-GAAP financial measures are defined and reconciled to their nearest GAAP measure in “Non-GAAP Financial Measures”. Additional information about the Company, including our most recent consolidated financial statements and our Annual Information Form, is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. 4 Cautionary Note Regarding Forward-looking Statements Certain statements and information in this MD&A 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 (“forward-looking statements”), including our business outlook for the short and longer term and our strategy, plans and future operating performance. Forward-looking statements are provided to help you understand our views of our short and longer term prospects. We caution you that forward-looking statements may not be appropriate for other purposes. We will not update or revise our forward-looking statements unless we are required to do so by securities laws. Forward-looking statements: • Typically include words and phrases about the future such as “outlook”, “may”, “estimates”, “intends”, “believes”, “plans”, “anticipates” and “expects”; • 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 those listed below, which could prove to be significantly incorrect: Our ability to develop, manufacture and sell new products and services that meet the needs of our customers and gain commercial acceptance; Our ability to continue to sell our products and services in the expected quantities at the expected prices and expected times; Expected cost of goods sold; Expected component supply constraints; Our ability to “win” new business; Expected deployment of next generation networks by wireless network operators; Our operations are not adversely disrupted by component shortages or other development, operating or regulatory risks; and Expected tax rates and foreign exchange rates. • 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 which are discussed in greater detail under “Risks and Uncertainties” and in our other regulatory filings with the U.S. Securities and Exchange Commission (the “SEC”) in the United States and the provincial securities commissions in Canada: Actual sales volumes or prices for our products and services may be lower than we expect for any reason including, without limitation, continuing uncertain economic conditions, price and product competition, different product mix, the loss of any of our significant customers, or competition from new or established wireless communication companies; The cost of products sold may be higher than planned or necessary component supplies may not be available, are delayed or are not available on commercially reasonable terms; We may be unable to enforce our intellectual property rights or may be subject to litigation that has an adverse outcome; The development and timing of the introduction of our new products may be later than we expect or may be indefinitely delayed; Transition periods associated with the migration to new technologies may be longer than we expect; Unanticipated costs associated with litigation or settlements associated with intellectual property matters; and Higher than anticipated costs; disruption of, and demands on, our ongoing business; and diversion of management’s time and attention in connection with acquisitions or divestitures. Investors are cautioned not to place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future results. 5 OVERVIEW Business Overview Sierra Wireless Inc. (“Sierra Wireless” or the “Company”) is the global leader in machine-to-machine (“M2M”) devices and cloud services, delivering intelligent wireless solutions that simplify the connected world. We offer the industry's most comprehensive portfolio of 2G, 3G, and 4G LTE embedded modules and gateways, seamlessly integrated with our secure M2M cloud services. Customers worldwide, including OEMs, enterprises and mobile network operators, trust our innovative solutions to get their connected products and services to market faster. During 2013 we significantly advanced our strategy to become a leading M2M pure play. On April 2, 2013, we completed the sale of substantially all of the assets and operations related to our AirCard business for $136.6 million in cash plus assumed liabilities (refer to the section on “Disposition of AirCard business” for additional details). During the year we also accelerated our revenue and profitability growth through an active acquisition strategy focused on M2M opportunities. In October 2013, we completed the acquisition of the M2M modules and modem assets of AnyDATA Corporation ("AnyDATA") for $5.2 million. The M2M business of AnyDATA includes 3G and 4G wireless modules and modems which are sold mainly in Korea. This acquisition extends our global leadership position in the growing M2M market and provides us with a leading position in Korea. On January 26, 2014 we entered into a definitive agreement to acquire all the shares of In Motion Technology Inc. ("In Motion") for $21 million. The acquisition is expected to close in early March 2014 and is subject to certain post-closing adjustments. In Motion is a leader in mobile enterprise solutions, providing rugged in-vehicle mobile routers that are integrated with an advanced mobile-optimized security system and a powerful management and application platform. In Motion's solutions are used by public safety, transit and utility fleets across the United States and Canada. This acquisition further strengthens our leadership position in M2M and will broaden our product portfolio focused on enterprises. As a result of the sale of the AirCard business, as well as our recent acquisition of the AnyDATA M2M business and our contemplated acquisition of In Motion, our segments have changed from those reported at December 31, 2012. We are now reporting two segments, OEM Solutions and Enterprise Solutions, and all prior periods have been retrospectively adjusted to reflect the two segments. Our OEM Solutions segment includes embedded wireless modules and tools for OEM customers to integrate wireless connectivity into products and solutions across a broad range of industries, including automotive, networking, energy, security, sales and payment, industrial control and monitoring, fleet management, field service, healthcare, and consumer electronics, including leading PC and tablet manufacturers. Within our OEM Solutions segment, the AirPrime® Embedded Wireless Modules product portfolio spans 2G, 3G, and 4G technologies and includes robust remote device management capability, as well as support for on-board embedded applications using the OpenAT® Application Framework. Our Enterprise Solutions segment includes intelligent gateways, modems and tools for enterprise customers including a cloud-based platform for building, deploying and managing M2M applications. These products enable Enterprise customers to get their M2M applications up and running quickly. Following closing, the acquired In Motion business will be integrated and reported within our Enterprise Solutions segment. Within our Enterprise Solutions segment, the AirLink product portfolio includes 2G, 3G and 4G LTE gateways. AirLink® devices are rugged, intelligent wireless gateways that provide plug and play mission-critical connectivity. They are designed for use where reliability and security are essential, and are sold to public safety, transportation, field service, energy, industrial, retail and financial enterprises around the world. AirLink gateways can be easily configured for the customer's application, and also support on-board embedded applications using the ALEOS Application Framework. 6 Our Enterprise Solutions segment also includes the AirVantage M2M Cloud which provides a secure, scalable infrastructure for M2M applications. The AirVantage Enterprise Platform can be used to collect and store machine data, and process and schedule events from any number of devices, across any network operator around the world. M2M solution developers can use the latest cloud application programming interface (API) standards to quickly integrate machine data with their own enterprise applications and back-end systems. The AirVantage Management Service can be used to centrally deploy and monitor M2M devices, including configuring device settings, delivering firmware and embedded application updates, and administering airtime subscriptions across global networks. Strategy The cellular M2M embedded module and gateway markets are expected to grow significantly over the next several years. Adoption of M2M solutions is driven by a number of enablers, such as lower wireless connectivity costs, higher wireless connection speeds, new devices and tools to simplify application development and increased focus and investment from many large ecosystem players. Key benefits for customers deploying M2M solutions, such as the ability to generate new revenue streams, improve cost efficiencies, gather important customer and market intelligence, as well as regulatory and security requirements, are also driving demand for M2M connectivity. Management believes these factors create a substantial growth opportunity for the Company. We are the global leader in M2M embedded cellular devices today, with 34% market share (source: ABI Research, 2012). Going forward, we plan to build on this leadership position and expand our business across the M2M value chain. We intend to: Leverage our M2M leadership position to drive profitable organic growth; Leverage our innovative device to cloud product offering to capture more of the M2M value chain; Innovate and execute in order to expand into more M2M segments and geographical markets; and • • • • Accelerate revenue and profitability growth through focused acquisitions. Annual Overview — Financial highlights Our 2013 revenue increased 11.2% to $441.9 million compared to 2012. This increase was largely driven by continued growth in both the Enterprise Solutions and OEM Solutions segments, including a full year contribution from the acquisition of the M2M business of Sagemcom which was completed in August 2012. Gross margin percentage improved year-over-year due to favorable product mix and product cost reductions. Revenue growth and stronger gross margin led to adjusted EBITDA growth of 47.9% to $18.7 million compared to 2012. Financial highlights for year ended December 31, 2013: GAAP • Record revenue of $441.9 million from our continuing business, up 11.2%, compared to $397.3 million in 2012. • Gross margin improved to 33.0%, compared to 31.5% in 2012. • Operating loss from continuing operations was $17.7 million, compared to an operating loss of $22.2 million in 2012. • Net earnings including discontinued operations were $55.0 million and diluted earnings per share of $1.79, up 102.4%, compared to $27.2 million and diluted earnings per share of $0.88 in 2012. 7 Non-GAAP • Gross margin was 33.1%, compared to 31.6% in 2012. • Operating earnings were $5.0 million, up significantly from $0.9 million in 2012. • Adjusted EBITDA was $18.7 million, compared to $12.6 million in 2012. • Net earnings from continuing operations of $6.9 million and diluted earnings per share of $0.23, improved significantly from a net loss from continuing operations of $0.4 million and loss per share of $0.01 in 2012. Revenue ‐ continuing operations     ($ millions) Gross margin ‐ continuing  operations (%) 441.9 397.3 333.2 33.1 33.0 31.6 31.5 30.7 30.5 2011 2012 2013 2011 2012 2013 GAAP NON‐GAAP GAAP NON‐GAAP Operating earnings (loss) ‐ continuing operations  ($ millions) 0.9 5.0 2011 2012 2013 2011 (22.4) (22.2) (17.7) (18.7) Net earnings (loss) ‐ continuing operations ($ millions) (0.4) 2012 (4.2) 6.9  2013 (15.6) (54.3) (50.7) GAAP NON‐GAAP GAAP NON‐GAAP GAAP NON‐GAAP GAAP NON‐GAAP 8         Selected Annual Financial information: (in thousands of U.S. dollars, except where otherwise stated) Statement of Operations data: Revenue Gross Margin - GAAP - Non-GAAP (1) Gross Margin % - GAAP - Non-GAAP (1) Earnings (loss) from operations - GAAP - Non-GAAP (1) Net earnings (loss) from continuing operations - GAAP - Non-GAAP (1) Net earnings from discontinued operations - GAAP - Non-GAAP (1) Net earnings (loss) attributable to the Company - GAAP - Non-GAAP (1) Adjusted EBITDA Revenue by Segment: OEM Solutions Enterprise Solutions Share and per share data: Basic and diluted earnings (loss) from continuing operations per share (in dollars) - GAAP - Non-GAAP (1) Basic and diluted earnings (loss) per share (in dollars) - GAAP - Non-GAAP (1) Common shares (in thousands) At period-end Weighed average - basic and diluted Balance sheet data: Cash and cash equivalents and short-term investments Total assets Total long-term liabilities 2013 2012 2011 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 441,860 145,641 146,047 33.0% 33.1% (17,664) 5,053 (15,550) 6,942 70,588 4,420 55,038 11,362 18,702 382,016 59,844 441,860 (0.50) 0.23 1.79 0.37 31,098 30,771 179,886 512,000 21,677 $ $ $ $ $ $ $ $ $ $ $ $ $ 397,321 125,274 125,578 31.5% 31.6% (22,206) 898 (4,202) (444) 31,401 33,796 27,199 33,352 12,645 346,543 50,778 397,321 (0.14) (0.01) 0.88 1.08 30,592 30,788 63,646 464,763 26,826 333,175 101,740 102,125 30.5% 30.7% (54,253) (22,390) (50,710) (18,681) 21,338 22,289 (29,315) 3,633 (9,629) 290,463 42,712 333,175 (1.62) (0.60) (0.94) 0.12 31,307 31,275 110,722 422,887 25,379 (1) Non-GAAP results exclude the impact of stock-based compensation expense, acquisition amortization, impairment, gain on sale of AirCard business, acquisition and disposition costs, integration costs, restructuring costs, foreign exchange gains or losses on foreign currency contracts and translation of balance sheet accounts, and certain tax adjustments. Refer to the section on “Non-GAAP financial measures” for additional details. 9 See discussion under “Consolidated Annual Results of Operations” for factors that have caused period to period variations. Other key business highlights for the year ended December 31, 2013 include: OEM Solutions We introduced the next generation of AirPrime modules, first in the world to combine a powerful multicore processor, built-in connectivity to secure cloud services, and an open application framework to offer an entire M2M ecosystem on a module. This M2M ecosystem on a module is a major step forward in simplifying the integration of embedded wireless communications, enabling developers to spend more time developing their core application and business model, and less time on the challenges of integrating wireless communications. We introduced the AirPrime AR7550 embedded wireless module, the first in the AirPrime AR7 series of automotive-grade modules for LTE networks. The module features a next generation multicore architecture which provides a dedicated application processor, an open-source application framework, and secure cloud services to simplify wireless integration and help reduce development cost. The AirPrime AR7550 is specifically developed for the Verizon Wireless 4G LTE network. We announced that the AirPrime MC7355 embedded wireless module is the first 4G LTE module to be certified on the Sprint network. Demonstrating technical leadership in the LTE space, the AirPrime MC7355 joins a wide range of Sierra Wireless modules available for Sprint. For OEM customers, Sierra Wireless is uniquely positioned to manage and facilitate Sprint certification through its CTA authorized laboratory, thereby eliminating the need for a third-party lab and significantly reducing time to market. We announced that our AirPrime EM7305 embedded wireless module had been selected and integrated into the Toshiba Protégé Z10t - a high performance, Windows 8, Ultrabook that is equipped with a detachable screen. The Toshiba Protégé Z10t with the AirPrime EM7305 module launched in June on the Telstra network in Australia. We announced the launch of the AirPrime® HL Series of embedded wireless modules for M2M applications. The new AirPrime HL devices are the smallest embedded wireless modules to be completely scalable across 2G, 3G and 4G technologies. The HL series also offers flexible mounting options and over- the-air firmware upgradability using our AirVantage Cloud. More recently, we announced the launch of our AirPrime EM7340 and EM7345 embedded wireless modules for 4G LTE networks. These devices are based on Intel chipsets and designed for integration into notebook computers and tablets, with a standardized M.2 form factor ideal for small, thin devices. Also recently, we introduced the Legato™ platform, an open source embedded platform built on Linux and designed to simplify the development of M2M applications from the device to the cloud. Legato includes Wind River Linux, a commercial-grade Linux distribution with a rich set of capabilities based on the latest open source technologies, along with a fully integrated application framework and feature-rich tools. It makes M2M application development quicker, easier, and more flexible by providing a tested and validated solution on an established, well-supported open source foundation with built-in connectivity, security, and management. Legato provides embedded M2M developers with a head start, significantly reducing the time and cost to build their solutions. It provides existing customizable components needed for M2M solutions across a wide range of target markets, including connected cars, smart meters, and industrial automation. Legato will be pre-integrated in all new smart modules from Sierra Wireless, starting with the AirPrime WP and AirPrime AR Series shipping later this year. 10 Enterprise Solutions We launched a compact 3G intelligent gateway, the AirLink LS300, an all-in-one successor to the market- leading AirLink Raven line of rugged gateways. The AirLink LS300 is quick to deploy, simple to manage, and stands up for years in the harshest environments. It provides all the benefits customers have come to rely on in the AirLink product line, including best-in-class network connectivity, rugged military-spec design and ALEOS™ embedded intelligence. We announced the launch of the Sierra Wireless Solution Partner Program and the Sierra Wireless M2M Solution Exchange. The Sierra Wireless Solution Partner Program offers a streamlined, functional way for solution partners to work with Sierra Wireless to promote their solutions powered by Sierra Wireless technology to the market. More recently, we announced the launch of the AirLink ES440 4G LTE gateway and terminal server, providing mission-critical 4G LTE connectivity when primary wireline internet connections are unavailable, making it ideal for the distributed enterprise market. We also signed a formal teaming agreement to work collaboratively with Tech Mahindra Ltd. to develop and deploy end-to-end M2M solutions for customers worldwide. The collaboration leverages our device- to-cloud offerings and Tech Mahindra's system integration and application development expertise to offer cost-effective, turnkey solutions tailored for prospective M2M customers in markets such as energy, transportation, industrial, and healthcare. Outlook In the first quarter of 2014, we expect solid year-over-year revenue and earnings growth. We expect gross margin to decrease slightly from fourth quarter 2013 due to a shift in product mix and we expect operating expenses to increase as a result of higher new product certification costs, investment in sales and marketing capabilities, and a full quarter of expenses related to the AnyDATA acquired business. We believe that the market for wireless M2M solutions has strong long-term growth prospects. We anticipate strong growth in the number and type of devices being wirelessly connected, driven by a number of enablers, such as lower wireless connectivity costs, faster wireless connection speeds, new devices and tools to simplify the development of M2M applications, and increased focus and investment from large ecosystem players. More importantly, we see strong customer demand emerging in many of our target verticals driven by increasing recognition of the value created by deploying M2M solutions, such as new revenue streams and cost efficiencies. Key factors that we expect will affect our results in the near term are: the strength of our competitive position in the market; the timely ramp up of sales of our new products recently launched or currently under development; the level of success our OEM customers achieve with sales of connected solutions to end users; • • • • our ability to secure future design wins with both existing and new customers; • wireless technology transitions and the timing of deployment of new, higher speed networks by wireless operators; the availability of components from key suppliers; • • general economic conditions in the markets we serve; and • seasonality in demand. We expect that product and price competition from other wireless device manufacturers will continue to play a role in the M2M market. As a result of these factors, we may experience volatility in our results on a quarter-to- quarter basis. Gross margin percentage may fluctuate from quarter-to-quarter depending on product and customer mix, competitive selling prices and product costs. 11 Disposition of AirCard Business On April 2, 2013, we completed the sale of substantially all of the assets and operations related to our AirCard business to Netgear, Inc. (“Netgear”). Proceeds on disposition, after final inventory adjustments, were $136.6 million plus assumed liabilities and comprised of cash proceeds of $122.8 million, funds held in escrow of $13.8 million and assumed liabilities. After transaction costs of $2.8 million, we recorded an after tax gain on disposal of $70.2 million. We expect to realize net cash proceeds of approximately $114 million from the divestiture after giving consideration to related taxes, transaction costs and escrow retention for the purposes of indemnification. Approximately 160 employees, primarily in sales, marketing and research and development, were transferred to Netgear, as well as certain facilities in Carlsbad, California and Richmond, British Columbia. We intend to use a substantial portion of the net proceeds from the transaction to accelerate our M2M leadership position through acquisitions in the M2M market as evidenced by our recent acquisition of the AnyDATA M2M assets and the pending acquisition of In Motion. In accordance with U.S. GAAP, the results of operations and the gain on sale of the AirCard business have been presented as discontinued operations in our consolidated statements of operations for the three years ended December 31, 2013. The historical consolidated statements of operations and related selected financial information have been retrospectively adjusted to distinguish between continuing operations and discontinued operations. Summarized results from discontinued operations for the years ended December 31 were as follows: (in thousands of U.S. dollars) Revenue Cost of goods sold Gross margin Expenses Earnings from operations Income tax expense Earnings from operations, net of taxes Gain on sale of AirCard business, net of taxes Net earnings from discontinued operations $ $ 2013 46,701 32,978 13,723 12,918 805 399 406 70,182 70,588 $ $ 2012 246,845 $ 177,147 69,698 36,653 33,045 1,644 31,401 — 31,401 $ 2011 245,010 183,300 61,710 37,369 24,341 3,003 21,338 — 21,338 During the year ended December 31, 2013, no customer accounted for more than 10% of our aggregated revenue, from continuing and discontinued operations. During the year ended December 31, 2012, Sprint and AT&T each accounted for more than 10% of our aggregated revenue, from continuing and discontinued operations, and on a combined basis, accounted for 25% of the aggregated revenue. 12 CONSOLIDATED ANNUAL RESULTS OF OPERATIONS (in thousands of U.S. dollars, except where otherwise stated) 2013 2012 2011 Revenue Cost of goods sold Gross margin Expenses Sales and marketing Research and development Administration Restructuring Integration Acquisition Impairment of intangible assets Amortization Loss from operations Foreign exchange gain (loss) Other income (expense) Loss before income taxes Income tax expense (recovery) % of Revenue 100.0 % 67.0 % 33.0 % 9.6 % 16.5 % 8.0 % — % — % 0.1 % — % 2.8 % 37.0 % (4.0)% $ 441,860 296,219 145,641 42,182 73,112 35,164 171 27 508 — 12,141 163,305 (17,664) 3,823 (98) (13,939) 1,611 Net loss from continuing operations (15,550) Net earnings from discontinued operations Net earnings (loss) Less: non-controlling interest Net earnings (loss) attributable to the Company Net earnings (loss) per share attributable to the Company - Basic and diluted (in dollars) Continuing operations Discontinued operations 70,588 55,038 — 55,038 (0.50) 2.29 1.79 % of Revenue 100.0 % 69.5 % 30.5 % 11.2 % 18.3 % 10.1 % 0.2 % 0.4 % — % 3.4 % 3.2 % 46.8 % (16.3)% % of Revenue 100.0 % 68.5 % 31.5 % 9.3 % 15.6 % 8.2 % 0.6 % — % 0.8 % — % 2.6 % 37.1 % (5.6)% $ 397,321 272,047 125,274 37,067 61,785 32,777 2,251 — 3,182 — 10,418 147,480 (22,206) 3,326 (196) (19,076) (14,874) (4,202) 31,401 27,199 — 27,199 (0.14) 1.02 0.88 $ 333,175 231,435 101,740 37,188 60,903 33,716 837 1,426 — 11,214 10,709 155,993 (54,253) (460) 35 (54,678) (3,968) (50,710) 21,338 (29,372) (57) (29,315) (1.62) 0.68 (0.94) Year Ended December 31, 2013 Compared to Year Ended December 31, 2012 Revenue Revenue for the year ended December 31, 2013 increased by $44.6 million or 11.2% to $441.9 million, compared to the prior year. The year-over-year revenue increase was driven by continued growth in both our Enterprise Solutions and OEM Solutions segments, including a full year contribution from the M2M business of Sagemcom acquired in August 2012. 13 Our geographic revenue mix for the years ended December 31, 2013 and 2012 was as follows: Revenue by Geographic Region ‐ 2013  (%) Revenue by Geographic Region ‐ 2012  (%) Asia Pacific 48% Americas 31% Europe,  Middle East  and Africa 21% Asia Pacific 55% Americas 25% Europe,  Middle East  and Africa 20% Gross margin Gross margin was 33.0% of revenue for the year ended December 31, 2013, compared to gross margin of 31.5% of revenue in 2012. The increase in gross margin was primarily related to favorable product mix and product cost reductions. Gross margin included $0.4 million of stock-based compensation expense in 2013, compared to $0.3 million in 2012. Sales and marketing Sales and marketing expenses increased $5.1 million, or 13.8%, to $42.2 million in 2013, compared to 2012. The increase in sales and marketing expenses was primarily due to additional costs following the acquisition of the M2M business of Sagemcom ("Sagemcom") in August 2012, as well as investment in additional resources to support our go to market strategy. Sales and marketing expenses included $1.9 million of stock-based compensation expense in 2013, compared to $1.2 million in 2012. Research and development Research and development (“R&D”) expenses increased by $11.3 million, or 18.3%, to $73.1 million in 2013, compared to 2012. The increase in R&D expenses was primarily related to the additional R&D expenses we incurred following the Sagemcom acquisition, as well as higher certification costs on new products launched during the year and other net product development costs. R&D expenses in 2013 included stock-based compensation expense of $1.4 million and acquisition amortization of $5.5 million. R&D expenses in 2012 included stock-based compensation expense of $1.3 million and acquisition amortization of $5.6 million. Administration Administration expenses increased by $2.4 million, or 7.3%, to $35.2 million in 2013, compared to 2012 due to higher professional fees, bad debt expense and other personnel related costs. Administration expenses included stock-based compensation expense of $4.3 million and $3.0 million in 2013 and 2012, respectively. Acquisition Acquisition costs of $0.5 million in 2013 related to the acquisition of the M2M business of AnyDATA and In Motion. Acquisition costs of $3.2 million in 2012 related to the Sagemcom acquisition. Restructuring Restructuring costs were $0.2 million in 2013, compared to $2.3 million in 2012. Restructuring costs in 2013 and 2012 related primarily to the closure of our Newark, California facility, effective December 31, 2012. 14 Amortization Amortization expense increased by $1.7 million, or 16.5%, to $12.1 million in 2013, primarily due to the Sagemcom acquisition. Amortization expense in 2013 included $8.2 million of acquisition amortization compared to $6.3 million in 2012. Foreign exchange gain (loss) Foreign exchange gain was $3.8 million in 2013 compared to a gain of $3.3 million in 2012. Foreign exchange gain in 2013 and 2012 included a net foreign exchange gain of $2.7 million on revaluation of an intercompany loan to a self-sustaining subsidiary. Foreign exchange gain in 2012 was partially offset by a loss of $1.8 million related to the settlement of foreign currency forward exchange contracts that we entered in connection with the acquisition of the M2M business of Sagemcom in 2012. Foreign exchange rate changes also impacted our Euro and Canadian dollar denominated revenue and operating expenses. We estimate that net changes in exchange rates between 2013 and 2012 positively impacted our 2013 revenues by approximately $1.0 million. We estimate that the negative impact on operating expenses during 2013 was approximately $0.5 million. Income tax expense (recovery) Income tax expense increased by $16.5 million to $1.6 million, compared to 2012. This was driven by recognition of certain tax assets in 2012 that were realizable upon the sale of the AirCard business, resulting in a substantial income tax recovery in 2012. Net loss from continuing operations Net loss from continuing operations increased by $11.3 million to a net loss of $15.6 million, compared to 2012. Improved operating earnings, driven by higher revenues and gross margin were more than offset by the absence of significant tax recoveries in 2013 compared to 2012, associated with the sale of the AirCard business. Net loss from continuing operations in 2013 included stock-based compensation expense of $8.0 million and acquisition amortization of $13.7 million. Net loss from continuing operations in 2012 included stock-based compensation expense of $5.8 million and acquisition amortization of $11.9 million. Net earnings (loss) attributable to the Company Net earnings attributable to the Company increased by $27.8 million to $55.0 million, compared to 2012. The after-tax gain of $70.2 million on the sale of our AirCard business was partially offset by higher net loss from continuing operations. Weighted average number of shares The weighted average basic and diluted number of shares outstanding was 30.8 million for the years ended December 31, 2013 and 2012. The number of shares outstanding was 31.1 million at December 31, 2013, compared to 30.6 million at December 31, 2012. The increase in number of shares outstanding was primarily due to issuance of common shares as a result of stock option exercises partially offset by purchases of 510,439 of the Company’s common shares on the Toronto Stock Exchange (“TSX”) and NASDAQ under our normal course issuer bid approved February 6, 2013. 15 Year Ended December 31, 2012 Compared to Year Ended December 31, 2011 Revenue In 2012, revenue increased by $64.1 million, or 19.3% to $397.3 million, compared to 2011, driven primarily by significant growth in our OEM Solutions segment, including a contribution from the acquired M2M business of Sagemcom. Our geographic revenue mix for the years ended December 31, 2012 and 2011 was as follows: Revenue by Geographic Region ‐ 2012  (%) Revenue by Geographic Region ‐ 2011  (%) Asia Pacific 55% Americas 25% Europe,  Middle East  and Africa 20% Asia Pacific 48% Americas 25% Europe,  Middle East  and Africa 27% Gross margin Gross margin was 31.5% of revenue for the year ended December 31, 2012, compared to 30.5% of revenue in 2011. The increase in gross margin was primarily related to product cost reductions and favorable product mix. Gross margin included $0.3 million of stock-based compensation expense in 2012, compared to $0.4 million in 2011. Sales and marketing Sales and marketing expenses decreased by $0.1 million, or 0.3%, to $37.1 million in 2012, compared to 2011. Sales and marketing expenses included $1.2 million of stock-based compensation expense in 2012, compared to $1.1 million in 2011. Research and development R&D expenses increased by $0.9 million, or 1.4%, to $61.8 million in 2012, compared to 2011. The increase in R&D expenses was primarily related to the additional R&D expenses we incurred as a result of the Sagemcom acquisition, partially offset by the positive impact of foreign exchange rates. R&D expenses for 2012 included stock-based compensation expense of $1.3 million and acquisition amortization of $5.6 million. R&D expenses in 2011 included stock-based compensation expense of $1.1 million and acquisition amortization of $6.9 million. Administration Administration expenses decreased by $0.9 million, or 2.8%, to $32.8 million in 2012, compared to 2011. Administration expenses included stock-based compensation expense of $3.0 million and $2.9 million in 2012 and 2011, respectively. Acquisition Acquisition costs were $3.2 million during 2012 and $nil in 2011. Acquisition costs in 2012 were related to the acquisition of the M2M business of Sagemcom. 16 Restructuring Restructuring costs were $2.3 million in 2012 compared to $0.8 million in 2011. Restructuring costs in 2012 related primarily to the closure of our Newark, California facility. Restructuring costs in 2011 represented costs incurred for reductions related to the new organizational structure announced in September 2010. Integration costs Integration costs were $nil during 2012, compared to $1.4 million in 2011. Integration costs in 2011 were primarily related to office space optimization in France. Impairment of intangible asset Impairment of intangible asset was $nil during 2012 compared to $11.2 million in 2011. The impairment charge in 2011 primarily related to a software development program we acquired through the acquisition of Wavecom, SA ("Wavecom"), which we abandoned in 2011. Amortization Amortization expense decreased by $0.3 million, or 2.7%, to $10.4 million in 2012 compared to 2011. Amortization expense in 2012 included $6.3 million of acquisition amortization compared to $6.0 million in 2011. Foreign exchange gain (loss) Foreign exchange gain was $3.3 million in 2012 compared to foreign exchange loss of $0.5 million in 2011. Foreign exchange gain in 2012 included a net foreign exchange gain of $2.7 million on revaluation of an intercompany loan to a self-sustaining subsidiary and a loss of $1.8 million related to the settlement of foreign currency forward exchange contracts that we had entered into in connection with the acquisition of the M2M business of Sagemcom. Foreign exchange rate changes also impacted our Euro and Canadian dollar denominated revenue and operating expenses. We estimate that changes in exchange rates between 2011 and 2012 negatively impacted our 2012 revenues by approximately $2.4 million. We estimate that the favorable impact on operating expenses during 2012 was approximately $3.6 million. Income tax recovery Income tax recovery increased by $10.9 million in 2012 to $14.9 million compared to 2011, primarily driven by the recognition of certain tax assets that will be realizable as a result of the sale of the AirCard business. Net loss from continuing operations In 2012, net loss from continuing operations was $4.2 million, an improvement of $46.5 million, compared to 2011. This improvement reflects the positive impact of higher revenue and gross margin, combined with lower operating expenditures, as well as the impact of favorable foreign exchange and tax recoveries in 2012. Net loss from continuing operations in 2012 included stock-based compensation expense of $5.8 million and acquisition amortization of $11.9 million. Net loss from continuing operations in 2011 included stock-based compensation expense of $5.5 million, acquisition amortization of $12.9 million, and an after-tax impairment charge of $11.2 million. Net earnings (loss) attributable to the Company Net earnings attributable to the Company increased by $56.5 million to net earnings of $27.2 million in 2012, compared to 2011. This increase reflects the increase in net earnings from continuing operations, combined with a $10.1 million increase in net earnings from discontinued operations. Weighted average number of shares The weighted average basic and diluted number of shares outstanding was 30.8 million for the year ended December 31, 2012, compared to 31.3 million for the year ended December 31, 2011. 17 The number of shares outstanding was 30.6 million at December 31, 2012, compared to 31.3 million at December 31, 2011. The reduction in number of shares outstanding was primarily due to purchases of 800,000 of the Company's common shares on the TSX and NASDAQ under our normal course issuer bid approved December 13, 2011. SEGMENTED INFORMATION Revenue and gross margin by segment for the years ending December 31 were as follows: (in thousands of U.S. dollars) OEM Solutions Revenue Cost of goods sold Gross margin Gross margin % Enterprise Solutions Revenue Cost of goods sold Gross margin Gross margin % 2013 2012 2011 $ 382,016 266,867 $ 115,149 30.1% $ $ 59,844 29,352 30,492 51.0% $ $ $ $ 346,543 246,284 100,259 28.9% $ 290,463 210,138 80,325 27.7% $ 50,778 25,763 25,015 49.3% $ $ 42,712 21,297 21,415 50.1% Our OEM Solutions revenue increased by $35.5 million, or 10.2%, to $382.0 million in 2013 compared to 2012. This increase was primarily due to a full year contribution from the M2M business of Sagemcom acquired on August 1, 2012, along with strong organic sales in certain market segments. Gross margin percentage improved in 2013 as a result of product cost reductions and the addition of higher margin GSMR products acquired from Sagemcom, partially offset by greater mix of other lower margin embedded modules. Our Enterprise Solutions revenue increased by $9.1 million, or 17.9%, to $59.9 million in 2013 compared to 2012. The increase was largely driven by strong sales growth of our new 4G products. Gross margin percentage improved in 2013, driven primarily by strong growth in new higher margin 3G and 4G products, as well as product cost reductions. FOURTH QUARTER OVERVIEW In the fourth quarter of 2013 our revenue increased sequentially primarily driven by higher sales to certain market segments. Gross margin percentage was slightly lower than the third quarter of 2013 due to changes in product mix and stronger revenue contribution from higher volume customers. Operating expenses increased modestly compared to the third quarter of 2013, reflecting the addition of AnyDATA and targeted investments in sales and marketing, as well as R&D. Financial highlights for the fourth quarter of 2013: GAAP: • Record revenue of $118.6 million from our continuing business, up 5.7%, compared to $112.3 million in the third quarter of 2013. • Gross margin of 32.4%, compared to 33.3% in the third quarter of 2013. • Operating loss from continuing operations of $3.5 million, in line with the third quarter of 2013. 18 • Net loss from continuing operations of $1.9 million or $0.06 per diluted share, compared to net earnings from continuing operations of $1.1 million or $0.03 per diluted share in the third quarter of 2013. NON-GAAP: • Gross margin of 32.5%, compared to 33.4% in the third quarter of 2013. • Operating earnings from continuing operations of $2.6 million, compared to $2.4 million in the third quarter of 2013. • Adjusted EBITDA of $6.2 million, compared to $5.9 million in the third quarter of 2013. • Net earnings from continuing operations of $3.1 million or $0.10 per diluted share, in line with the third quarter of 2013. CONSOLIDATED FOURTH QUARTER RESULTS OF OPERATIONS (in thousands of U.S. dollars, except where otherwise stated) Three months ended December 31, 2013 2012 Revenue Cost of goods sold Gross margin Expenses Sales and marketing Research and development Administration Restructuring Integration Acquisition Amortization Loss from operations Foreign exchange gain Other income Earnings (loss) before income taxes Income tax expense (recovery) Net earnings (loss) from continuing operations Net earnings from discontinued operations Net earnings (loss) Net earnings (loss) per share - Basic and diluted (in dollars) Continuing operations Discontinued operations % of Revenue 100.0 % 66.9 % 33.1 % 9.3 % 14.9 % 7.1 % — % — % 0.4 % 2.8 % 34.5 % (1.4)% $ 109,405 73,172 36,233 10,176 16,294 7,743 42 — 387 3,107 37,749 (1,516) 1,608 35 127 (15,396) 15,523 4,083 19,606 0.50 0.14 0.64 $ 118,608 80,165 38,443 % of Revenue 100.0 % 67.6 % 32.4 % 9.0 % 16.1 % 7.5 % — % — % 0.3 % 2.5 % 35.4 % (3.0)% 10,693 19,074 8,841 14 — 369 2,999 41,990 (3,547) 1,921 26 (1,600) 345 (1,945) 1,078 (867) (0.06) 0.03 (0.03) 19 SUMMARY OF QUARTERLY RESULTS OF OPERATIONS The following tables highlight selected financial information for each of the eight most recent quarters that, in management’s opinion, have been prepared on a basis consistent with the audited consolidated financial statements for the year ended December 31, 2013. The selected financial information presented below reflects all adjustments, consisting primarily of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of results for the interim periods. These results are not necessarily indicative of results for any future period. You should not rely on these results to predict future performance. (in thousands of U.S. dollars, except where otherwise stated) Revenue Cost of goods sold Gross margin Gross margin % Expenses Sales and marketing Research and development Administration Restructuring costs Integration costs Acquisition costs Amortization Operating income (loss) from continuing operations Foreign exchange gain (loss) Other income (expense) Earnings (loss) from continuing operations before income tax 2013 2012 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 $ 118,608 $ 112,262 $ 109,589 $ 101,401 $109,405 $100,183 $ 95,398 $ 92,335 80,165 38,443 32.4% 10,693 19,074 8,841 14 — 369 2,999 74,916 37,346 33.3% 10,452 17,806 9,297 14 — 139 2,939 41,990 40,647 (3,547) 1,921 26 (3,301) 2,563 (26) 73,115 36,474 33.3% 10,681 17,869 8,903 26 — — 2,927 40,406 (3,932) 1,709 34 68,023 33,378 32.9% 10,356 18,363 8,123 117 27 — 3,276 40,262 (6,884) (2,370) (132) 73,172 36,233 33.1% 10,176 16,294 7,743 42 — 387 3,107 69,097 31,086 31.0% 8,572 15,886 8,013 498 — 2,196 2,649 37,749 37,814 65,317 30,081 31.5% 8,998 14,674 8,562 1,531 — 599 2,275 36,639 64,461 27,874 30.2% 9,321 14,931 8,459 180 — — 2,387 35,278 (1,516) (6,728) (6,558) (7,404) 1,608 35 1,176 (70) 336 10 206 (171) (1,600) (764) (2,189) (9,386) 127 (5,622) (6,212) (7,369) Income tax expense (recovery) 345 (1,839) 4,553 (1,448) (15,396) (2,010) 2,656 (124) Net earnings (loss) from continuing operations Net earnings (loss) from discontinued operations Net earnings (loss) attributable to the Company Earnings (loss) per share - GAAP in dollars Basic Diluted Weighted average number of shares (in thousands) (1,945) 1,075 (6,742) (7,938) 15,523 (3,612) (8,868) (7,245) 1,078 (505) 68,152 1,863 4,083 7,279 12,449 7,590 $ (867) $ 570 $ 61,410 $ (6,075) $ 19,606 $ 3,667 $ 3,581 $ 345 $ $ (0.03) (0.03) $ $ 0.02 0.02 $ $ 2.00 2.00 $ $ (0.20) (0.20) $ $ 0.64 0.64 $ $ 0.12 0.12 $ $ 0.12 0.12 $ $ 0.01 0.01 Basic Diluted 30,804 30,804 30,688 31,176 30,768 30,768 30,695 30,695 30,591 30,774 30,573 30,573 30,817 30,817 31,175 31,175 20 Our quarterly results may fluctuate from quarter-to-quarter, driven by variation in sales volume, product mix and the combination of variable and fixed operating expenses. The impact of significant items incurred during the first three interim periods of year ended December 31, 2013 are discussed in more detail and disclosed in our quarterly reports and management’s discussion and analysis. Factors affecting our quarterly results in 2013 were as follows: In the first quarter of 2013, net earnings from continuing operations decreased $23.5 million, or $0.76 per common share to a loss of $7.9 million, compared to the fourth quarter of 2012. The decrease was largely related to lower sequential revenue following an exceptionally strong fourth quarter of 2012, higher operating expenses as a result of higher new product certification costs and the absence of a large tax recovery related to the disposition of the AirCard business that was recorded in the fourth quarter of 2012. Net earnings from discontinued operations were $2.2 million lower than the prior quarter. In the second quarter of 2013, net earnings from continuing operations improved by $1.2 million, or $0.04 per common share to a loss of $6.7 million, compared to the first quarter of 2013 driven by sequential revenue growth and gross margin improvement. Net earnings from discontinued operations were $66.3 million higher than the prior quarter due to the after-tax gain recorded on the sale of the AirCard business. In the third quarter of 2013, net earnings from continuing operations improved by $7.8 million, or $0.25 per common share to $1.1 million, compared to the second quarter of 2013, driven by a combination of higher revenue and a year-to-date income tax recovery. A portion of the recovery, amounting to $0.5 million, related to the first half of the year. Net earnings from discontinued operations decreased by $68.7 million from the prior quarter, reflecting the absence of the after-tax gain on the sale of the AirCard business recorded in the second quarter of 2013. In the fourth quarter of 2013, net earnings from continuing operations decreased by $3.0 million, or $0.10 per common share to a loss of $1.9 million, compared to the third quarter of 2013, primarily due to the absence of the year-to-date income tax recovery recorded in the prior quarter and a lower foreign exchange gain. The impact of higher revenues in the fourth quarter was offset by slightly lower percentage gross margin and modestly higher operating expenses. 21 LIQUIDITY AND CAPITAL RESOURCES Selected Financial Information: (in thousands of U.S. dollars) Cash flows provided before changes in non-cash working capital: $ 14,307 $ 46,656 $ 17,814 2013 2012 2011 Changes in non-cash working capital Accounts receivable Inventories Prepaid expense and other Accounts payable and accrued liabilities Deferred revenue and credits Cash flows provided by (used in): Operating activities Investing activities Net proceeds from sale of AirCard business Acquisition of M2M business of AnyDATA Acquisition of M2M business of Sagemcom Capital expenditures and increase in intangible assets Net change in short-term investments Purchase of Wavecom S.A. shares Financing activities Issue of common shares Repurchase of common shares for cancellation Purchase of treasury shares for RSU distribution 10,897 11,908 (7,254) (13,139) 1,147 3,559 17,866 98,754 119,958 (5,196) — (13,570) (2,470) — $ $ (1,975) $ 8,106 (5,772) (3,433) (616) (4,019) (14,543) 10,997 (422) (8,603) 9,067 5,664 4,248 (13,783) 733 5,929 38,053 $ 23,743 (64,184) $ — — (55,218) (18,452) 9,347 — (9,365) $ 436 (6,312) (2,489) (2,706) — — — (18,008) 17,058 (1,787) (4,858) 519 — (4,472) $ $ $ Operating Activities Cash provided by operating activities decreased $20.2 million to $17.9 million during the year ended December 31, 2013, compared to the same period of 2012. The decrease in cash provided was due to lower earnings from our discontinued operations partially offset by lower working capital requirements. Investing Activities Cash provided by investing activities increased $162.9 million to $98.8 million during the year ended December 31, 2013, compared to the same period of 2012. The increase in cash provided by investing activities was mainly due to the sale of the AirCard business partially offset by the purchase of the M2M modules and modem business of AnyDATA, the impact of the acquisition of the M2M business of Sagemcom in the prior year, and net change in short-term investments. Cash used for the purchase of capital equipment was primarily for production and tooling equipment, research and development equipment, and computer equipment and software, while cash used for intangible assets was driven primarily by patent registration costs and software licensing costs. Financing Activities Cash used for financing activities decreased $7.4 million to $2.0 million during the year ended December 31, 2013, compared to 2012. The decrease was primarily due to proceeds received on the issuance of common shares resulting from a higher number of stock option exercises. 22 In the year ended December 31, 2013, we purchased 510,439 common shares under our normal course issuer bid and purchased 270,265 of our common shares to satisfy obligations under our restricted share unit plan, in the amounts of $5.8 million and $3.4 million, respectively. In 2012, we purchased 800,000 common shares under our normal course issuer bid and purchased 336,638 of our common shares to satisfy obligations under our restricted share unit plan, in the amounts of $6.3 million and $2.5 million, respectively. Cash Requirements Our near-term cash requirements are primarily related to funding our operations, capital expenditures, intellectual property (“IP”) licenses, and other obligations discussed below. On October 16, 2013, we completed the acquisition of the M2M modules and modem business of AnyDATA, a transaction that was funded by $5.2 million in cash. We expect to utilize approximately $21 million plus ordinary course working capital, for the acquisition of In Motion. We continue to believe our cash, cash equivalents and short term investments balance of $179.9 million at December 31, 2013 and cash generated from continuing operations will be sufficient to fund our expected working capital requirements for at least the next twelve months based on current business plans. Our capital expenditures during the first quarter of 2014 are expected to be primarily for research and development equipment, tooling, leasehold improvements, software licenses and patents. However, we cannot be certain that our actual cash requirements will not be greater than we currently expect. The following table presents the aggregate amount of future cash outflows for contractual obligations as of December 31, 2013. Payments due by period (In thousands of dollars) 2014 2015 2016 2017 2018 Thereafter Operating lease obligations $ 5,032 $ 4,164 $ 3,970 $ 3,782 $ 3,672 $ 7,298 Capital lease obligations Purchase obligations (1) Other long-term liabilities (2) Total 381 77,708 240 — — 19,073 83 — — 12 — — — — — $ 83,121 23,477 $ 4,053 $ 3,794 $ 3,672 $ — — 1,896 9,194 (1) Purchase obligations represent obligations with certain contract manufacturers to buy minimum amount of designated products between January 2014 and March 2014. In certain of these arrangements, we may be required to acquire and pay for such products up to the prescribed minimum or forecasted purchases. (2) Other long-term liabilities include the long-term portions of accrued royalties. Capital Resources (In thousands of dollars) 2013 2012 Dec 31 Sept 30 June 30 Mar 31 Dec 31 Sept 30 June 30 Mar 31 Cash and cash equivalents $177,416 $183,220 $166,573 $ 55,923 $ 63,646 $ 59,528 $123,159 $106,773 Short-term investments 2,470 5,221 10,000 179,886 188,441 176,573 Unused credit facilities 10,000 10,000 10,000 — 55,923 50,000 — 63,646 50,000 — 2,153 — 59,528 10,000 125,312 106,773 10,000 10,000 Total $189,886 $198,441 $186,573 $105,923 $113,646 $ 69,528 $135,312 $116,773 Credit Facilities On October 31, 2013, we renewed our $10 million revolving term credit facility ("Revolving Facility") for a two year term expiring on October 31, 2015. The Revolving Facility with Toronto Dominion Bank and the Canadian Imperial Bank of Commerce is for working capital requirements, is secured by a pledge against all of our assets and is subject to borrowing base limitations. Other terms of the Revolving Facility remain substantially unchanged. As at December 31, 2013, there were no borrowings under the Revolving Facility. 23 Letters of Credit We have entered into a standby letter of credit facility agreement under which we have issued two performance bonds to third party customers in accordance with specified terms and conditions. At December 31, 2013, we had two Euro denominated performance bonds amounting to €50 thousand expiring in June 2014 (December 2012 - €50 thousand). The carrying value of these instruments approximates their fair market value. Normal Course Issuer Bid On February 6, 2013, we received approval from the TSX of our Notice of Intention to make a Normal Course Issuer Bid (the “2013 Bid”). Pursuant to the 2013 Bid, we can purchase for cancellation up to 1,529,687 of our common shares, or approximately 5% of the common shares outstanding as of the date of the announcement. The 2013 Bid commenced on February 14, 2013 and terminated on February 13, 2014. During 2013, we purchased and canceled 510,439 common shares for an average price of $11.31 per share. 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 include non-GAAP gross margin, non-GAAP earnings (loss) from operations, Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) and non-GAAP diluted earnings (loss) per share, respectively. We disclose non-GAAP amounts as we believe that these measures provide useful information on actual operating results and 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. Non-GAAP results exclude the impact of stock-based compensation expense, amortization related to acquisitions, acquisition and disposition costs, restructuring costs, integration costs, impairment, foreign exchange gains or losses on foreign currency contracts and translation of balance sheet accounts and certain tax adjustments. Adjusted EBITDA as defined equates earnings (loss) from operations plus stock-based compensation, acquisition, restructuring, integration, transaction costs, amortization and impairment. Adjusted EBITDA can also be calculated as non-GAAP earnings (loss) from operations plus amortization excluding acquisition related amortization. 24 The following table provides a reconciliation of the non-GAAP financial measures to our U.S. GAAP results for years ended December 31: (in thousands of U.S. dollars, except where otherwise stated) Gross margin - GAAP Stock-based compensation Gross margin - Non-GAAP Loss from operations - GAAP Stock-based compensation Acquisition Restructuring Integration Impairment of intangible asset Acquisition related amortization Earnings (loss) from operations - Non-GAAP Amortization (excluding acquisition related amortization) Adjusted EBITDA $ $ $ $ $ 2013 2012 2011 145,641 $ 406 146,047 $ 125,274 $ 101,740 304 385 125,578 $ 102,125 (22,206) $ (54,253) (17,664) $ 7,990 508 171 27 280 5,781 3,182 2,251 — — 13,741 5,053 13,649 18,702 $ $ 11,890 898 $ 11,747 12,645 $ 5,498 — 837 1,426 11,214 12,888 (22,390) 12,761 (9,629) Net loss from continuing operations attributable to the Company - GAAP $ Stock-based compensation, restructuring and other, integration, and acquisition related amortization, net of tax Unrealized foreign exchange loss (gain) Income tax adjustments Non-controlling interest Net earnings (loss) from continuing operations attributable to the Company - Non-GAAP Net earnings from discontinued operations - GAAP Stock-based compensation and disposition costs Gain on sale of AirCard business Net earnings from discontinued operations - Non-GAAP Net earnings (loss) - GAAP Net earnings (loss) - Non-GAAP Diluted earnings (loss) from continuing operations per share GAAP - (in dollars) Non-GAAP - (in dollars) Net earnings (loss) per share attributable to the Company - diluted GAAP - (in dollars) Non-GAAP - (in dollars) $ $ $ $ $ $ $ $ (15,550) $ (4,202) $ (50,653) 22,620 (3,912) 3,784 — 22,241 (3,139) (15,344) — 31,762 267 — (32) 6,942 $ (444) $ (18,656) 70,588 $ 4,014 (70,182) 4,420 55,038 11,362 $ $ 31,401 $ 21,338 2,395 — 951 — 33,796 $ 22,289 27,199 $ (29,315) 33,352 3,633 (0.50) $ $ 0.23 (0.14) $ (0.01) $ 1.79 0.37 $ $ 0.88 $ 1.08 $ (1.62) (0.60) (0.94) 0.12 25 The following table provides a quarterly reconciliation of the non-GAAP financial measures to our U.S. GAAP results: (in thousands of U.S. dollars, except where otherwise stated) 2013 2012 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Gross margin - GAAP Stock-based compensation Gross margin - Non-GAAP $38,443 $37,346 $ 36,474 $33,378 $36,233 $31,086 $30,081 $ 27,874 119 117 95 75 61 82 78 83 $38,562 $37,463 $ 36,569 $33,453 $36,294 $31,168 $30,159 $ 27,957 Loss from operations - GAAP $ (3,547) $ (3,301) $ (3,932) $ (6,884) $ (1,516) $ (6,728) $ (6,558) $ (7,404) Stock-based compensation Acquisition Restructuring Integration Impairment of intangible asset 2,177 369 2,145 139 14 — — 14 — — 2,013 1,655 — 26 — — — 117 27 280 1,470 387 42 — — 1,462 2,196 498 — — 1,403 599 1,531 — — 1,446 — 180 — — Acquisition related amortization 3,580 3,405 3,363 3,393 3,338 2,906 2,665 2,981 Earnings (loss) from operations - Non- GAAP Amortization (excluding acquisition related amortization) Adjusted EBITDA Net earnings (loss) from continuing operations - GAAP Stock-based compensation, restructuring and other, integration, and acquisition related amortization, net of tax $ 2,593 $ 2,402 $ 1,470 $ (1,412) $ 3,721 $ 334 $ (360) $ (2,797) 3,566 3,468 3,403 3,212 3,293 $ 2,904 $ 2,717 $ 2,833 $ 6,159 $ 5,870 $ 4,873 $ 1,800 $ 7,014 $ 3,238 $ 2,357 $ 36 $ (1,945) $ 1,075 $ (6,742) $ (7,938) $15,523 $ (3,612) $ (8,868) $ (7,245) Unrealized foreign exchange loss (gain) (1,970) (2,457) (1,359) 6,112 5,760 5,393 5,355 1,874 5,162 6,885 5,658 (1,655) (1,218) (165) Income tax adjustments 925 (895) 3,754 — (14,540) (804) — 4,536 (101) — Net earnings (loss) from continuing operations - Non-GAAP $ 3,122 $ 3,483 $ 1,046 $ (709) $ 4,490 $ 1,251 $ (3,375) $ (2,810) Net earnings from discontinued operations - GAAP Stock-based compensation and disposition costs $ 1,078 $ (505) $ 68,152 $ 1,863 $ 4,083 $ 7,279 $12,449 $ 7,590 Gain on sale of AirCard business (1,056) (49) (69,077) — — 3 1,402 876 1,733 1,696 233 — 233 — 233 — Net earnings from discontinued operations - Non-GAAP $ 25 $ 848 $ (49) $ 3,596 $ 5,779 $ 7,512 $12,682 $ 7,823 Net earnings (loss) - GAAP $ (867) $ 570 $ 61,410 $ (6,075) $19,606 $ 3,667 $ 3,581 $ 345 Net earnings (loss) - Non-GAAP 3,147 4,331 997 2,887 10,269 8,763 9,307 5,013 Diluted earnings (loss) from continuing operations per share GAAP - (in dollars) Non-GAAP - (in dollars) $ (0.06) $ $ 0.10 $ 0.03 0.11 $ (0.22) $ (0.26) $ 0.03 $ (0.02) $ $ 0.50 0.15 $ (0.12) $ (0.29) $ (0.23) $ 0.04 $ (0.11) $ (0.09) Net earnings (loss) per share attributable to the Company - diluted GAAP - (in dollars) Non-GAAP - (in dollars) $ (0.03) $ $ 0.10 $ 0.02 0.14 $ $ 2.00 0.03 $ (0.20) $ 0.09 0.64 0.33 $ $ 0.12 0.29 $ 0.12 $ 0.30 $ $ 0.01 0.16 26 OFF-BALANCE SHEET ARRANGEMENTS We did not have any off-balance sheet arrangements during the years ended December 31, 2013 and 2012. TRANSACTIONS BETWEEN RELATED PARTIES We did not undertake any transactions with related parties during the year ended December 31, 2013 and 2012. CRITICAL ACCOUNTING POLICIES AND ESTIMATES We prepare our consolidated financial statements in accordance with U.S. GAAP and we make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosure of contingent liabilities. Note 2, Summary of significant accounting policies, in the December 31, 2013 consolidated financial statements includes a summary of the significant accounting policies used in the preparation of our consolidated financial statements. While all of the significant accounting policies are important to the annual consolidated financial statements, some of these policies may be viewed as involving a high degree of judgment. On an ongoing basis, we evaluate our estimates and judgments, including those related to business combinations, revenue recognition, adequacy of allowance for doubtful accounts, adequacy of inventory reserve, valuation of goodwill and intangible assets, income taxes, useful lives of assets, adequacy of warranty reserve, royalty obligations, contingencies, stock-based compensation, and fair value measurement. We base our estimates on historical experience, anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from our estimates. The following critical accounting policies require management’s most difficult, subjective and complex judgments, and are subject to measurement uncertainty. Business combinations We account for our business combinations using the acquisition method. Under this method, estimates we make to determine the fair values of acquired assets and liabilities assumed include judgments in our determinations of acquired intangible assets and assessment of the fair value of existing property and equipment. Assumed liabilities can include litigation and other contingency reserves existing at the time of the acquisition. Goodwill is recognized as of the acquisition date as the excess of the purchase price over the estimated fair values of net identifiable assets acquired and liabilities assumed at their acquisition date. Acquisition related expenses are separately recognized from business combination and are expensed as incurred. When establishing fair values, we make significant estimates and assumptions, especially with respect to intangible assets. Intangible assets acquired and recorded by us may include patents, intellectual property, customer relationships, backlog and in-process research and development. Estimates include but are not limited to the forecasting of future cash flows and discount rates. From time to time, we may engage third-party firms to assist us in determining the fair value of assets and liabilities assumed. Our estimates of fair values are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. As a result, actual results may differ from estimates impacting our earnings. Revenue recognition We recognize revenue from sales of products and services upon the later of transfer of title or upon shipment of the product to the customer or rendering of the service, so long as persuasive evidence of an arrangement exists, 27 delivery has occurred, price is fixed or determinable, and collection is reasonably assured. Customers include resellers, original equipment manufacturers and mobile network operators. We record deferred revenue when we receive cash in advance of the revenue recognition criteria being met. A significant portion of our revenue is generated from sales to resellers. We recognize revenue on the portion of sales to certain resellers that are subject to contract provisions allowing various rights of return and stock rotation, upon the earlier of when the rights have expired or the products have been reported as sold by the resellers. Revenues from contracts with multiple-element arrangements, such as those including technical support services, are recognized as each element is earned based on the relative fair value of each element and only when there are no undelivered elements that are essential to the functionality of the delivered elements. Revenue from licensed software is recognized at the inception of the license term. Revenue from software maintenance, unspecified upgrades and technical support contracts is recognized over the period such items are delivered or services are provided. Technical support contracts extending beyond the current period are recorded as deferred revenue. Funding from certain research and development agreements is recognized as revenue when certain criteria stipulated under the terms of those funding agreements have been met and when there is reasonable assurance the funding will be received. Certain research and development funding will be repayable only on the occurrence of specified future events. We recognize the liability to repay research and development funding in the period in which conditions arise that would cause research and development funding to be repayable. Government research and development arrangements are recognized as a reduction of the related expense when the criteria stipulated under the terms of the agreements have been met and when there is reasonable assurance the funding will be received. Allowance for doubtful accounts We maintain an allowance for doubtful accounts for estimated losses that may arise if any of our customers are unable to make required payments. We consider the following factors when determining whether collection is reasonably assured: customer credit-worthiness, past transaction history with the customer, insured amounts, if any, current economic industry trends and changes in customer payment terms. If we have no previous experience with the customer, we typically obtain reports from credit organizations to ensure that the customer has a history of paying its creditors. We may also request financial information, including financial statements, to ensure that the customer has the means of making payment. If these factors indicate collection is not reasonably assured, revenue is deferred until collection becomes reasonably assured, which is generally upon receipt of cash. If the financial condition of any of our customers deteriorates, we may increase our allowance. As at December 31, 2013, Accounts receivable comprised 22.0% of total assets. Included in this balance was a provision of $2.3 million for doubtful accounts, or 2.0% of accounts receivable (as at December 31, 2012 - $2.4 million for doubtful accounts, or 2.2% of accounts receivable). We believe our allowance for doubtful accounts as at December 31, 2013 is adequate to provide for probable losses existing in accounts receivable. Inventory We value our inventory at the lower of cost, determined on a first-in-first-out basis, and estimated net realizable value. We assess the need for an inventory write-down and/or an accrual for estimated losses on inventory purchase commitments based on our assessment of estimated market value using assumptions about future demand and market conditions. Our reserve requirements generally increase as our projected demand requirements decrease, due to market conditions, technological and product life cycle changes and longer than previously expected usage periods. If market conditions are worse than our projections, we may further write- down the value of our inventory or increase the accrual for estimated losses on inventory purchase commitments. Goodwill and intangible assets Goodwill and intangible assets are assessed for impairment on an annual basis and between annual tests whenever circumstances indicate that the carrying value of the goodwill and intangible assets might be impaired. 28 Circumstances may include an adverse change in business climate or a more likely than not expectation that a reporting unit will be sold or disposed. On at least a quarterly basis, we assess whether such circumstances exist. An evaluation of recoverability of goodwill requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the estimated fair value of each reporting unit. Significant judgments that are required on our part to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates, consideration of appropriate control premium, market conditions, and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit and may result in impairment charges in future periods. We implemented a new organization structure during the fourth quarter of 2010 and effective January 1, 2011 we had three reporting units for the purposes of goodwill determination, until we disposed of our AirCard business reporting unit in the second quarter of 2013. Effective December 31, 2013, we have two reporting units for the purpose of goodwill determination. As the fair value in each reporting unit exceeded the respective carrying amounts, the second step of the impairment test that measures the amount of an impairment loss by comparing the implied fair market value of the reporting unit with the carrying amount of the goodwill of the reporting unit was not required. No impairment of goodwill was recorded during the years ended December 31, 2013 and 2012. At December 31, 2013, our goodwill balance was $102.7 million. We determined that there was no impairment as the fair values of each of our two reporting units exceeded their respective carrying values. Our analysis took into consideration an income valuation approach using the expected discounted cash flows for each reporting unit. The principal factors used in the discounted cash flow analysis were the projected results of operations, the discount rate based on our estimated weighted average cost of capital, and terminal value assumptions for each reporting unit. The discounted cash flow model used was based on our business plan, as approved by our Board of Directors. For years subsequent to those contained in our business plan, we analyzed third party forecasts and other macro-economic indicators that impact our reporting units to provide a reasonable estimate of revenue growth in future periods. Our gross margins and operating expense estimates were consistent with those generated in recent historical periods. We also developed assumptions for the amount of working capital and capital expenditures needed to support each reporting unit. In addition to the income valuation approach noted above, we also considered the current market capitalization of the Company which was approximately $751.6 million at December 31, 2013 and exceeds the Company’s book value of $363.0 million. Income taxes We recognize and measure each tax position related to income tax positions taken or expected to be taken in a tax return. We have reviewed our tax positions to determine which should be recognized and measured according to the more likely than not threshold requirement. The tax benefits recognized in the financial statements are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. If the realization of a tax position is not considered more likely than not, we provide for a valuation allowance. The ultimate realization of our deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. We consider projected future taxable income from continuing operations, tax planning strategies, and transactions, including the pending disposition of the AirCard business, in making our assessment. If our assessment of our ability to realize our deferred tax assets changes, we may make an adjustment to our deferred tax assets that would be charged to income (loss). We do not provide for taxes on foreign earnings as it is our intention to indefinitely reinvest undistributed earnings of our foreign subsidiaries. It is not practical to estimate the income tax liability that might be incurred if there is a change in management’s intention in the event that a remittance of such earnings occurs in the future. 29 The ultimate amount of future income taxes and income tax provision could be materially different from those recorded, as it is influenced by our future operating results and our tax interpretations. Amortization Amortization of property and equipment and intangible assets incorporates estimates of useful lives and residual values. These estimates may change as more experience is obtained or as general market conditions change impacting the operation of plant and equipment and intangible assets. Warranty costs We accrue product warranty costs in accrued liabilities to provide for the repair or replacement of defective products. Our accrual is based on an assessment of historical experience and management’s estimates. If there is a change in the quality of our products, we adjust our accrual accordingly. Royalty obligations Under certain license agreements we are committed to royalty payments based on the sales of products using certain technologies. We recognize royalty obligations as determinable in accordance with agreement terms. Where agreements are not finalized, we have recognized our current best estimate of the obligation in accrued liabilities and other long-term liabilities. When the agreements are finalized, the estimates are revised accordingly. Contingencies We are from time to time involved in litigation, certain other claims and arbitration matters arising in the ordinary course of our business. We accrue for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. These accruals are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and technical experts and other information and events pertaining to a particular matter. To the extent there is a reasonable possibility (within the meaning of ASC 450, Contingencies) that the losses could exceed the amounts already accrued for those cases for which an estimate can be made, management believes that the amount of any such additional loss would not be material to our results of operations or financial condition. In some instances, we are unable to reasonably estimate any potential loss or range of loss. The nature and progression of litigation can make it difficult to predict the impact a particular lawsuit will have on the company. There are many reasons why we cannot make these assessments, including, among others, one or more of the following: in the early stage of a proceeding, the claimant is not required to specifically identify the patent that has allegedly been infringed; damages sought that are unspecified, unsupportable, unexplained or uncertain; discovery not having been started or being incomplete; the complexity of the facts that are in dispute (e.g., once a patent is identified, the analysis of the patent and a comparison to the activities of the Company is a labour- intensive and highly technical process); the difficulty of assessing novel claims; the parties not having engaged in any meaningful settlement discussions; the possibility that other parties may share in any ultimate liability; and the often slow pace of patent litigation. We are required to apply judgment with respect to any potential loss or range of loss in connection with litigation. While we believe we have meritorious defenses to the claims asserted against us in our currently outstanding litigation, and intend to defend ourselves vigorously in all cases, in light of the inherent uncertainties in litigation there can be no assurance that the ultimate resolution of these matters will not significantly exceed the reserves currently accrued by us for those cases for which an estimate can be made. Losses in connection with any litigation for which we are not presently able to reasonable estimate any potential loss or range of loss could be material to our results of operations and financial condition. 30 Stock-based compensation We recognize stock-based compensation expense for all stock-based compensation awards based on the fair value at grant date. We recognize stock-based compensation expense for those shares expected to vest on a straight-line basis over the requisite service period of the award. Determining the appropriate fair value model and calculating the fair value of share-based payment awards requires subjective assumptions. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and we use different assumptions, our stock- based compensation expense could be materially different in the future. Fair value measurement We measure our short-term investments at fair value, defined as the price that would be received from selling an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements, we consider the principal or most advantageous market in which it would transact and consider assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of non-performance. An established fair value hierarchy requires the company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is both available and significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, such as quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and are supported by little or no market activity and that are significant to the fair value determination of the assets or liabilities. The determination of fair value requires judgments, assumptions and estimates and may change over time. OUTSTANDING SHARE DATA As of the date of this MD&A, the Company had 31,358,264 common shares issued and outstanding, stock options exercisable into 1,582,138 common shares and 595,825 restricted treasury share units outstanding. IMPACT OF ACCOUNTING PRONOUNCEMENTS AFFECTING FUTURE PERIODS In July 2013, the FASB issued ASU 2013-11, Income Taxes (ASC 740) Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forward Exists (Update). The update is intended to eliminate the diversity in practice of the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The update is effective for annual and interim financial statements for fiscal years beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. 31 DISCLOSURE CONTROLS Our management is responsible for establishing and maintaining adequate disclosure controls and procedures for the Company. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed with securities regulatory authorities is recorded, processed, summarized and reported within time periods specified in applicable securities regulations, and is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation of the effectiveness of our disclosure controls and procedures, which was carried out under the supervision of, and with the participation of, our management, including our Chief Executive Officer and our Chief Financial Officer, as of December 31, 2013. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2013 to ensure that information required to be disclosed by us in the reports we file or submit under applicable securities laws and regulations is recorded, processed, summarized, and reported within the time periods specified thereby. We do not expect that our disclosure controls and procedures will prevent all errors and all fraud. Control procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedures are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. We considered these limitations during the development of our disclosure controls and procedures and will periodically re-evaluate them to ensure they provide reasonable assurance that such controls and procedures are effective. INTERNAL CONTROL OVER FINANCIAL REPORTING Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the U.S. Securities Exchange Act of 1934 and has designed such internal control over financial reporting 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. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Also, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 32 Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December 31, 2013, based on the framework set forth in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was effective as of that date. KPMG LLP (“KPMG”), an independent registered public accounting firm, who audited and reported on our consolidated financial statements as at and for the year ended December 31, 2013, has issued an attestation report on our internal control over financial reporting as of December 31, 2013. The attestation report is included in our consolidated financial statements. There were no changes in our internal control over financial reporting during the year ended December 31, 2013 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of certain events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. LEGAL PROCEEDINGS In November 2013, we filed a complaint against Nokia Corporation in the EU Commission for breach of Article 102 of the European Union Treaty. The complaint alleges that Nokia Corporation abuses a dominant position, discriminates, applies unfair royalties and wrongfully refuses to grant a license to Sierra Wireless in the context of Nokia's essential patents licensing program. We also believe that Nokia Corporation violates section 5 of the FTC Act (United States) and have sent a notice to the Federal Trade Commission ("FTC") setting out these violations. The EU Commission and FTC are each currently reviewing the materials we have submitted to them. On January 6 2014, we received notice from the International Chamber of Commerce of arbitration proceedings launched by Nokia Corporation against Sierra Wireless, for alleged unpaid royalties of approximately $29 million. We believe Nokia's arbitration claims are without legal merit, and we will defend ourselves vigorously. Nonetheless, an unfavorable outcome could have a material adverse effect on our operating results, liquidity or financial position. In December 2012, Concinnitas LLC filed a patent infringement lawsuit in the United States District Court for the Eastern District of Texas asserting patent infringement by us. The lawsuit makes allegations concerning AirCard products. In September 2013, a mutually agreeable confidential settlement was entered into by the parties which will not have a material adverse effect on our operating results. The lawsuit was subsequently dismissed with prejudice. In April 2012, a patent holding company, Cell and Network Selection, LLC (“CNS”), filed a patent infringement lawsuit in the United States District Court for the District of Texas asserting patent infringement by us and our customer. In May 2013, this lawsuit was dismissed upon motion of CNS and a new lawsuit was filed by CNS in the same court. The lawsuit makes certain allegations concerning the LTE products sold by us, including the mobile hotspots and USB modems sold by us to AT&T prior to the transfer of the AirCard business to Netgear. In September 2013, a mutually agreeable confidential settlement was entered into by the parties which will not have a material adverse effect on our operating results. The lawsuit was subsequently dismissed with prejudice. In January 2012, a patent holding company, M2M Solutions LLC ("M2M"), filed a patent infringement lawsuit in the United States District Court for the District of Delaware asserting patent infringement by us and our competitors. The lawsuit makes certain allegations concerning the AirPrime embedded wireless module products, related AirLink products and related services sold by us for use in M2M communication applications. The lawsuit is in the discovery stage. The claim construction order has determined one of the two patents-in-suit to be indefinite and therefore invalid. Trial is anticipated to occur in September 2014. In February 2014, we filed a declaratory judgment action in the same court seeking a declaration of non-infringement with respect to a recently issued 33 patent held by M2M, which patent is a continuation of the patents-in-suit in the original lawsuit filed against us by M2M. In September 2011, a patent holding company, Wi-Lan, Inc. ("Wi-Lan"), filed a patent infringement lawsuit in the United States District Court for the Eastern District of Texas asserting patent infringement by a number of parties, including us. The lawsuit makes certain allegations concerning the wireless communication products sold by us. In September 2012, the lawsuit was consolidated with another lawsuit commenced by Wi-Lan in the Eastern District of Texas concerning the same patents. In December 2012, Wi-Lan filed additional patent litigation lawsuits in the United States District Court for each of the Eastern District of Texas and the Southern District of Florida asserting patent infringement by us of additional patents not included in the first Wi-Lan suit. The lawsuit in the Southern District of Florida was transferred to the Southern District of California. The second lawsuit in the Eastern District of Texas had not yet been scheduled for trial; however certain claims in the patent-in-suit (US Patent No. 6,381,211) were recently found to be invalid, as well as not infringed, by a jury in a similar case in this district involving Wi-Lan as plaintiff and Ericsson Inc., Alcatel-Lucent USA Inc., HTC Corporation and Sony Mobile Communications as defendants. In October 2013, a mutually agreeable confidential settlement was entered into by the parties to resolve all pending lawsuits, which will not have a material adverse effect on our operating results. In May 2010 and in February 2011, a patent holding company, Golden Bridge Technology Inc. (“GBT”), filed patent infringement lawsuits in the United States District Court for the District of Delaware asserting patent infringement of the same two patents by a number of parties, including us and certain of our customers. In both cases, the litigation makes certain allegations concerning the wireless modems sold by us and our competitors. Both lawsuits have been stayed against all defendants except Apple Inc. ("Apple"), pending the outcome of the first case against Apple in Delaware. In April 2013, the Court of Delaware issued its claim construction order, as well as an order granting Apple's motion for summary judgment on non-infringement and denying Apple's motion for summary judgment on invalidity. These orders have been appealed by GBT to the United States Court of Appeals for the Federal Circuit. In May 2012, GBT filed a patent infringement lawsuit in the United States District Court for the Central District of California asserting patent infringement by us of a different patent from the other two lawsuits, but concerning essentially the same products. In September 2012, this lawsuit was dismissed in the Central District of California and re-filed in the District of Delaware. This Delaware lawsuit has been stayed against us pending the outcome of the case against Apple with respect to the same patent, which is set for trial in the Central District of California in May 2014. A claim construction order was issued in this case in June 2013. In July 2009, a patent holding company, SPH America, LLC, filed a patent infringement lawsuit in the United States District Court for the Eastern District of Virginia asserting patent infringement by a number of device manufacturers, including us, and computer manufacturers, including certain of our customers. In January 2013, a mutually agreeable confidential settlement was entered into by the parties which will not have a material adverse effect on our operating results. The lawsuit was subsequently dismissed with prejudice. Although there can be no assurance that an unfavorable outcome would not have a material adverse effect on our operating results, liquidity or financial position, we believe the claims made in the foregoing legal proceedings are without merit and intend to defend ourselves and our products vigorously in all cases. IP Indemnification Claims We have been notified by one or more of our customers in each of the following matters that we may have an obligation to indemnify them in respect of the products we supply to them: In May 2013, a patent holding company, Adaptix, Inc., filed a patent infringement lawsuit in the United States District Court for the Eastern District of Texas against one of our customers asserting patent infringement in relation to our customer’s products, which may include certain LTE products which utilize modules sold to them by us. The lawsuit is in the early stages. 34 In January 2013, a patent holding company, Steelhead Licensing LLC, filed a patent infringement lawsuit in the United States District Court for the District of Delaware against one of our customers asserting patent infringement in relation to our customer's products and services, including the mobile hotspot devices sold to them by us prior to the transfer of the AirCard business to Netgear. In March 2013, we advised our customer that we had been granted a license with respect to the patents-in-suit, which license covers any of our products sold by our customers (including this customer). We believe this outcome will not have a material adverse effect on our operating results. In February 2012, a patent holding company, Intellectual Ventures (comprised of Intellectual Ventures I LLC and Intellectual Ventures II LLC), filed a patent infringement lawsuit in the United States District Court for the District of Delaware against two of our customers asserting patent infringement in relation to several of our customer's products and services, including the mobile hotspots sold to them by us prior to the transfer of the AirCard business to Netgear. The lawsuit was split into several separate lawsuits and amended complaints were filed in October 2013. The lawsuits are in the early stages, and we are negotiating a stipulation of intervention in two cases with the plaintiff. In September 2011, a patent holding company, Mayfair Wireless, LLC, filed a patent infringement lawsuit in the United States District Court for the District of Delaware against two of our customers asserting patent infringement in relation to the wireless hotspots sold to them by us prior to the transfer of the AirCard business to Netgear. In October 2013, the plaintiff objected to the Magistrate’s report and recommendation that the Court grant the defense motion to dismiss for lack of subject matter jurisdiction; therefore, the matter is currently being reviewed by the District Court Judge. In June 2011, Barnes and Noble, Inc. filed a declaratory judgment action in the United States District Court for the Northern District of California against LSI Corporation (and later added Agere Systems, Inc.), (collectively, “LSI”), seeking a declaration that certain patents were not infringed by their products, including the 3G Nook e-reader which incorporates wireless modules sold to them by us. LSI counterclaimed for patent infringement. There are currently 9 patents-in-suit, two of which relate to the 3G products which incorporate our modules. The lawsuit is currently in the discovery phase and the claim construction hearing is anticipated to occur in March 2014. A patent holding company, Eon Corp. IP Holdings, LLC ("Eon"), filed a patent infringement lawsuit against one of our customers in October 2010 in the United States District Court for the Eastern District of Texas, which was subsequently transferred to the United States District Court for the Northern District of California. A claim construction order was issued in July 2013, and this case is scheduled for trial in October 2014. Eon filed a patent litigation lawsuit against another of our customers in January 2012 in the United States District Court for the District of Puerto Rico, which has been transferred in part to the District of Delaware with respect to claims related to one of the three patents-in-suit. A claim construction hearing was held in the Puerto Rico case in November 2013 and in the Delaware case in January 2014. In all the above Eon cases, assertions of patent infringement are being made in relation to the wireless modems sold to our customers by us prior to the transfer of the AirCard business to Netgear. Although there can be no assurance that an unfavorable outcome would not have a material adverse effect on our operating results, liquidity or financial position, we believe the claims made in the foregoing legal proceedings are without merit and intend to defend ourselves and our products vigorously in all cases. We are engaged in certain other claims, legal actions and arbitration matters, all in the ordinary course of business, and believe that the ultimate outcome of these claims, legal actions and arbitration matters will not have a material adverse effect on our operating results, liquidity or financial position. 35 RISKS AND UNCERTAINTIES Our business is subject to significant risks and uncertainties and past performance is no guarantee of future performance. The risks and uncertainties described below are those which we currently believe to be material, and do not represent all of the risks that we face. Additional risks and uncertainties, not presently known to us, may become material in the future or those risks that we currently believe to be immaterial may become material in the future. If any of the following risks actually occur, alone or in combination, our business, financial condition and results of operations, as well as the market price of our common shares, could be materially adversely affected. Our financial results are subject to fluctuations that could have a material adverse effect on our business and that could affect the market price of our common shares. Our revenue, gross margin, operating earnings and net earnings may vary from quarter-to-quarter and could be significantly impacted by a number of factors, including but not limited to the following: • Price and product competition which may result in lower selling prices for some of our products or lost market share; • Price and demand pressure on our products from our customers as they experience pressure in their businesses; • Demand fluctuation based on the success of our customers in selling their products and solutions which incorporate our wireless products and software; • Development and timing of the introduction of our new products including the timing of sales orders, OEM and distributor customer sell through and design win cycles in our embedded wireless module business; • Transition periods associated with the migration to new technologies; • Potential commoditization and saturation in certain markets; • Our ability to accurately forecast demand in order to properly align the purchase of components and the appropriate level of manufacturing capability; • Product mix of our sales. Our products have different gross margins — for example the embedded wireless module product line has lower gross margins than the higher margin rugged mobile product line; • Possible delays or shortages in component supplies; • Possible delays in the manufacture or shipment of current or new products; • Possible product quality or factory yield issues that may increase our cost of goods sold; • Concentration in our customer base; • Seasonality in demand; • Amount of inventory held by our channel partners; • Possible fluctuations in certain foreign currencies relative to the U.S. dollar that may affect foreign denominated revenue, cost of goods sold and operating expenses; • Achievement of milestones related to our professional services contracts; and • Operating expenses that are generally fixed in the short-term and therefore difficult to rapidly adjust to different levels of business. Any of the factors listed above could cause significant variations in our revenues, gross margin and earnings in any given quarter. Therefore, our quarterly results are not necessarily indicative of our overall business, results of operations, and financial condition. Quarterly variations in operating results or any of the other factors listed above, changes in financial estimates by securities analysts, or other events or factors may result in wide fluctuations in the market price of our common shares. Broad market fluctuations or any failure of the Company’s operating results in a particular quarter to meet market expectations may adversely affect the market price of our common shares. 36 Competition from new or established wireless communication companies or from those with greater resources may prevent us from increasing or maintaining our market share and could result in price reductions and/or loss of business with resulting reduced revenues and gross margins. The wireless communications industry is highly competitive and we have experienced and expect to continue to experience intense competition. More established and larger companies with strong brands and greater financial, technical and marketing resources, or companies with different business models sell products that compete with ours and we expect this competition to intensify. Business combinations or strategic alliances by our competitors could weaken our competitive position. We may also introduce new products that will put us in direct competition with major new competitors. Existing or future competitors may be able to respond more quickly to technological developments and changes and introduce new products before we do or may independently develop and patent technologies and products that are superior to ours or achieve greater acceptance due to factors such as more favorable pricing, more desired or better quality features or more efficient sales channels. If we are unable to compete effectively with our competitors' pricing strategies, technological advances and other initiatives, we may lose customer orders and market share and we may need to reduce the price of our products, resulting in reduced revenue and reduced gross margins. The loss of any of our significant customers could adversely affect our revenue and profitability, and therefore shareholder value. We sell our products to OEMs, enterprises, distributors, resellers and network operators, and we are occasionally party to sales agreements with customers comprising a significant portion of our revenue. Accordingly, our business and future success depends on our ability to maintain and build on existing relationships and develop new relationships with OEMs, enterprises, distributors, resellers and network operators. If certain of our significant customers, for any reason, discontinues their relationship with us or reduces or postpones current or expected purchase orders for products, or suffers from business failure, our revenues and profitability could decline, perhaps materially. In the year ended December 31, 2013, no customer individually accounted for more than 10% of our aggregated revenue, from continuing and discontinued operations. In the year ended December 31, 2012, two customers accounted for more than 10% of our aggregated revenue from continuing and discontinued operations, and on a combined basis, represented 25% of our aggregated revenue from continuing and discontinued operations. In addition, our current customers purchase our products under purchase orders. Our customers have no contractual obligation to continue to purchase our products following our fulfillment of current purchase orders and if they do not continue to make purchases, our revenue and our profitability could decline, perhaps materially. We may be found to infringe on the intellectual property rights of others. Our industry has many participants that own, or claim to own, proprietary intellectual property. In the past we have received, and in the future we may continue to receive, assertions or claims from third parties alleging that our products violate or infringe their intellectual property rights. We may be subject to these claims directly or through indemnities against these claims which we have provided to certain customers and other third parties. Our component suppliers and technology licensors do not typically indemnify us against these claims and therefore we do not have recourse against them in the event a claim is asserted against us or a customer we have indemnified. This potential liability, if realized, could materially adversely affect our business operating results and financial condition. Activity in this area by third parties, particularly those with tenuous claims, is increasing, resulting in us taking a more aggressive defensive approach, which may result in increased litigation. In the last few years, patent claims have been brought against us by third parties whose primary (or sole) business purpose is to acquire patents and other intellectual property rights, and not to manufacture and sell products and services. These entities aggressively pursue patent litigation, resulting in increased litigation costs for us. We expect that this recent development will continue for the foreseeable future. Infringement on intellectual property can be difficult to verify and litigation may be necessary to establish whether or not we have infringed the intellectual property 37 rights of others. In many cases, these third parties are companies with substantially greater resources than us, and they may be able to, and may choose to, pursue complex litigation to a greater degree than we could. Regardless of whether these infringement claims have merit or not, we may be subject to the following: • We may be found to be liable for potentially substantial damages, liabilities and litigation costs, including attorneys' fees; • We may be prohibited from further use of intellectual property as a result of an injunction and may be required to cease selling our products that are subject to the claim; • We may have to license third party intellectual property, incurring royalty fees that may or may not be on commercially reasonable terms. In addition, there is no assurance that we will be able to successfully negotiate and obtain such a license from the third party; • We may have to develop a non-infringing alternative, which could be costly and delay or result in the loss of sales. In addition, there is no assurance that we will be able to develop such a non-infringing alternative; • Management attention and resources may be diverted; • Our relationships with customers may be adversely affected; and • We may be required to indemnify our customers for certain costs and damages they incur in such a claim. In addition to potentially being found to be liable for substantial damages in the event of an unfavorable outcome in such a claim and our inability to either obtain a license from the third party on commercial terms or develop a non-infringing alternative, our business, operating results and financial condition may be materially adversely affected and we may have to cease the sale of certain products and restructure our business. We may be unable to continue to license necessary third party technology on commercially reasonable terms, if at all. We license technology, intellectual property and software from third parties for use in our products and from time to time may be required to license additional intellectual property. In some cases, these licenses provide us with certain pass-through rights for the use of other third party intellectual property. There is no assurance that we will be able to maintain our third party licenses or obtain new licenses when required and this inability could materially adversely affect our business and operating results and the quality and functionality of our products. We depend on single source suppliers for some components used in our products and if these suppliers are unable to meet our demand the availability of our products may be materially adversely affected. Our products are comprised of components some of which are procured from single source suppliers, including where we have licensed certain software embedded in a component. From time to time, certain components used in our products have been, and may continue to be in short supply worldwide and shortages in allocation of components may result in a delay in filling orders from our customers, which may adversely affect our business. In addition, our single source suppliers may experience damage or interruption in their operations due to unforeseen events, become insolvent or bankrupt, or experience claims of infringement, all of which could delay or stop their shipment of components to us, which may adversely affect our business, operating results and financial condition. If there is a shortage of any such components and we cannot obtain an appropriate substitute from an alternate supplier of components, we may not be able to deliver sufficient quantities of our products, we may lose business or customers and our operating results and financial condition may be materially adversely affected. We may have difficulty responding to changing technology, industry standards and customer requirements, and therefore be unable to develop new products in a timely manner which meet the needs of our customers. The wireless communications industry is subject to rapid technological change. Our business and future success will depend, in part, on our ability to accurately predict and anticipate evolving wireless technology standards and develop products that keep pace with the continuing changes in technology, evolving industry standards and changing customer and end-user preferences and requirements. Our products embody complex technology that 38 may not meet those standards, preferences and requirements. Our ability to design, develop and commercially launch new products depends on a number of factors, including but not limited to the following: • Our ability to attract and retain skilled technical employees; • The availability of critical components from third parties; • Our ability to successfully complete the development of products in a timely manner; • The ability of third parties to complete and deliver on outsourced product development engagements; and • Our ability to design and manufacture products at an acceptable cost and quality. A failure by us, or our suppliers in any of these areas, or a failure of new products to obtain commercial acceptance, could mean we receive less revenue than we anticipate and we may be unable to recover our research and development expenses. We develop products to meet our customers' requirements. OEM customers award design wins for the integration of wide area embedded wireless modules on a platform by platform basis. Current design wins do not guarantee future design wins. If we are unable or choose not to meet our customers' future needs, we may not win their future business and our revenue and profitability may decrease. In addition, wireless communications service providers require that wireless data systems deployed on their networks comply with their own standards, which may differ from the standards of other providers. We may be unable to successfully address these developments on a timely basis or at all. Our failure to respond quickly and cost-effectively to new developments through the development of new products or enhancements to existing products could cause us to be unable to recover significant research and development expenses and reduce our revenues. We depend on a limited number of third parties to manufacture our products. If they do not manufacture our products properly or cannot meet our needs in a timely manner, we may be unable to fulfill our product delivery obligations and our costs may increase, and our revenue and margins could decrease. We outsource the manufacturing of our products to several contract manufacturers and depend on these manufacturers to meet our needs in a timely and satisfactory manner at a reasonable cost. Our reliance on third party manufacturers subjects us to a number of risks, including but not limited to the following: • Potential business interruption due to unexpected events such as natural disasters, labor unrest or geopolitical events; • The absence of guaranteed or adequate manufacturing capacity: • Potential violations of laws and regulations by our manufacturers that may subject us to additional costs for duties, monetary penalties, seizure and loss of our products or loss of our import privileges, and damage to our reputation; • Reduced control over delivery schedules, production levels, manufacturing yields, costs and product quality; • The inability of our contract manufacturers to secure adequate volumes of components in a timely manner at a reasonable cost; and • Unexpected increases in manufacturing costs. If we are unable to successfully manage any of these risks or to locate alternative or additional manufacturers or suppliers in a timely and cost-effective manner, we may not be able to deliver products in a timely manner. In addition, our results of operations could be harmed by increased costs, reduced revenues and reduced margins. Under our manufacturing agreements, in many cases we are required to place binding purchase orders with our manufacturers well in advance of our receipt of binding purchase orders from our customers. In this situation, we consider our customers' good faith, non-binding forecasts of demand for our products. As a result, if the number of actual products ordered by our customers is materially different from the number of products we have 39 instructed our manufacturer to build (and to purchase components in respect of), then, if too many components have been purchased by our manufacturer, we may be required to purchase such excess component inventory, or, if an insufficient number of components have been purchased by our manufacturer, we may not be in a position to meet all of our customers' requirements. If we are unable to successfully manage our inventory levels and respond to our customers' purchase orders based on their forecasted quantities, our business, operating results and financial condition could be adversely affected. Failures of our products or services due to quality issues, design flaws, errors or other defects that result in product liability claims and product recalls could lead to unanticipated costs or otherwise harm our business. Our products comprise hardware and software that is technologically complex. In order to compete in the technologically advanced and rapidly changing wireless communication market, we must develop and introduce our products quickly. Despite the sophisticated testing and certification processes for our products, it is possible that our products may contain undetected errors or defects, especially when introduced or when new versions are released. As a result, our products may be rejected by our customers leading to loss of business, loss of revenue, additional development and customer service costs, unanticipated warranty claims, payment of monetary damages under contractual provisions and damage to our reputation. The Company may experience adverse effects relating to the divestiture of the assets and operations of the AirCard business. Difficulties associated with the divestiture of the assets and operations of the AirCard business could have a material adverse effect on the Company's business, operating results, financial condition and the price of the Company's common shares. Divestiture execution is a difficult and complex undertaking that requires different skills than those required for day-to-day operations. As a result, we may experience adverse effects relating to the divestiture of the assets and operations of the AirCard business, including but not limited to: • The carve-out of the AirCard business from the ongoing business may be disruptive to our ongoing business, place additional demands on our ongoing business and divert management attention from the ongoing business thereby diminishing the ability to maintain focus on the Company's key strategic and financial goals; • The inability to restructure our existing business operations and/or grow the ongoing business without encountering difficulties and delays; • The inability to perform those transition services required by the divested business in a timely and efficient manner and/or exit in prompt manner; • Unanticipated costs and unforeseen liabilities; and • Loss of key employees. Continued difficult or uncertain global economic conditions could adversely affect our revenue and profitability. A significant portion of our business is in the United States, Europe and the Asia-Pacific region and we are particularly exposed to the downturns and current uncertainties that impact the wireless communications industry in those economies. Economic uncertainty may cause an increased level of commercial and consumer delinquencies, lack of consumer confidence resulting in delayed purchases or reduced volumes by our customers, increased market volatility and widespread reduction of business activity generally. To the extent that we experience further economic uncertainty, or deterioration in one of our large markets in the United States, Europe or the Asia-Pacific region, the resulting economic pressure on our customers may cause them to end their relationship with us, reduce or postpone current or expected orders for our products or services, or suffer from business failure, resulting in a material adverse impact to our revenues, profitability, cash flow and bad debt expense. 40 It is difficult to estimate or project the level of economic activity, including economic growth, in the markets we serve. As our budgeting and forecasting is based on the demand for our products and services, these economic uncertainties result in it being difficult for us to estimate future revenue and expenses. Fluctuations in exchange rates between the U.S. dollar and other currencies, including the Canadian dollar, and the Euro may affect our operating results. We are exposed to currency fluctuations and exchange rate risk on all operations conducted in currencies other than the United States dollar. We cannot accurately predict the future effects of foreign currency fluctuations on our financial condition or results of operations. The majority of our revenues are denominated in U.S. dollars while a significant amount of our research and development, marketing and administration costs are denominated in currencies other than the U.S. dollar; primarily the Canadian dollar and the Euro. To the extent that exchange rates between the U.S. dollar and the Canadian dollar and Euro fluctuate, we will experience an impact on our earnings. As our business expands internationally, we will be exposed to additional risks relating to international operations. We intend to continue to grow our international business operations. Our international operations expose us to additional risks unique to such international markets, including but not limited to the following: Increased credit management risks and greater difficulties in collecting accounts receivable; • • Unexpected changes in regulatory requirements, wireless communications standards, exchange rates, trading policies, tariffs and other barriers; • Uncertainties of international laws and enforcement relating to the protection of intellectual property; • Economic or political instability; • Potential adverse tax consequences; • Difficulty in managing a worldwide workforce in compliance with business practices and local laws, that vary from country to country; and • Consumer protection laws that impose additional requirements on us or restrict our ability to provide limited warranty protection. We may be unable to attract or retain key personnel which may harm our ability to compete effectively. Our success depends in large part on the abilities and experience of our executive officers and other key employees. Competition for highly skilled management, technical, research and development and other key employees is intense in the wireless communications industry. We may not be able to retain our current executive officers or key employees and may not be able to hire and transition in a timely manner experienced and highly qualified additional executive officers and key employees as needed to achieve our business objectives. We do not have fixed-term employment agreements with our key personnel. The loss of executive officers and key employees could disrupt our operations and our ability to compete effectively could be adversely affected. Furthermore, loss of key employees or deterioration in overall employee morale and engagement as a result of organizational change could have an adverse impact on our growth, business and profitability. We rely on certain internal processes, infrastructure and information technology systems to efficiently operate and report on our business. The inability to continue to enhance or prevent a failure of certain internal processes, infrastructure or information technology systems could negatively impact our ability to operate or accurately report on our business. 41 Acquisitions and divestitures of businesses or technologies may result in disruptions to our business or may not achieve the anticipated benefits. The growth of our Company through the successful acquisition and integration of complementary businesses is an important component of our business strategy. We continue to seek opportunities to acquire or invest in businesses, products and technologies that expand, complement or otherwise relate to our business. For example, on August 1, 2012, we acquired Sagemcom's M2M business, on October 16, 2013 we completed the acquisition of AnyDATA's M2M modules and modem business and on January 26, 2014 we entered into a definitive agreement to acquire In Motion. Any acquisitions, investments or business combinations by us may be accompanied by risks commonly encountered including but not limited to the following: • Exposure to unknown liabilities or risks of the acquired companies, including unknown litigation related to acts or omissions of an acquired company and/or its directors and officers prior to the acquisition, deficiencies in disclosure controls and procedures of our acquired company and deficiencies in internal controls over financial reporting of our acquired Company; • Higher than anticipated acquisition and integration costs and expenses; • The difficulty and expense of integrating the operations and personnel of the acquired companies; • Possible use of cash to support the operations of an acquired business; • Possible increase in foreign exchange translation risk depending on the currency denomination of the revenue and expenses of the acquired business; • Disruption of, and demands on, our ongoing business as a result of integration activities including diversion of management's time and attention from the ongoing business; • Failure to maximize our financial and strategic position by the successful incorporation of acquired technology; • The inability to implement uniform standards, disclosure controls and procedures, internal controls over financial reporting and other procedures and policies in a timely manner; • The potential loss of key employees and customers; • A possible decrease in our share price, if, as a result of the growth of the Company, we decide to raise additional capital through an offering of common shares, preference shares or debt; and • Possible dilution to our shareholders if the purchase price is paid in common shares or securities convertible into common shares. In addition, geographic distances may make integration of businesses more difficult. We may not be successful in overcoming these risks or any other problems encountered in connection with any acquisitions. If realized, these risks could reduce shareholder value. As business circumstances dictate, the Company may also decide to divest assets, technologies or businesses. For example, on April 2, 2013 we completed the sale of our AirCard business. In doing so, the Company may not be successful in identifying or managing the risks commonly encountered, including: higher than anticipated costs; disruption of, and demands on, our ongoing business; diversion of management's time and attention; adverse effects on existing business relationships with suppliers and customers and employee issues. We may not be successful in overcoming these risks or any other problems encountered in connection with a divestiture of assets, technologies or businesses which, if realized, could reduce shareholder value. In addition, we may be unsuccessful at bringing to conclusion proposed transactions. Negotiations and closing activities of transactions are complex functions subject to numerous unforeseen events that may impede the speed at which a transaction is closed or even prevent a transaction from closing. Failure to conclude transactions in an efficient manner may prevent us from advancing other opportunities or introduce unanticipated transition costs. Misappropriation of our intellectual property could place us at a competitive disadvantage. Our intellectual property is important to our success. We rely on a combination of patent protection, copyrights, trademarks, trade secrets, licenses, non-disclosure agreements and other contractual agreements to protect our 42 intellectual property. Third parties may attempt to copy aspects of our products and technology or obtain information we regard as proprietary without our authorization. If we are unable to protect our intellectual property against unauthorized use by others it could have an adverse effect on our competitive position. Our strategies to deter misappropriation could be inadequate due to the following risks: • Non-recognition of the proprietary nature or inadequate protection of our methodologies in the United States, Canada, France or other foreign countries; • Undetected misappropriation of our intellectual property; • The substantial legal and other costs of protecting and enforcing our rights in our intellectual property; and • Development of similar technologies by our competitors. In addition, we could be required to spend significant funds and management resources could be diverted in order to defend our rights, which could disrupt our operations. We have been subject to, and may in the future be subject to, certain class action lawsuits, which if decided against us, could require us to pay substantial judgments, settlements or other penalties. In addition to being subject to litigation in the ordinary course of business, in the future, we may be subject to class actions and other securities litigation and investigations. We expect that this type of litigation will be time consuming, expensive and distracting from the conduct of our daily business. It is possible that we will be required to pay substantial judgments, settlements or other penalties and incur expenses that could have a material adverse effect on our operating results, liquidity or financial position. Expenses incurred in connection with these lawsuits, which include substantial fees of lawyers and other professional advisors and our obligations to indemnify officers and directors who may be parties to such actions, could materially adversely affect our operating results, liquidity or financial position. Although we have certain insurance policies in place to transfer risk, we do not know with certainty if any of this type of litigation and resulting expenses will be fully or even partially covered by insurance. In addition, these lawsuits may cause our insurance premiums to increase in future periods. We depend on wireless network carriers to promote and offer acceptable wireless data and voice communications services for our products to operate. Our products can only be used over wireless data and voice networks operated by third parties. Our business and future growth depends, in part, on the successful deployment by network carriers of next generation wireless data and voice networks and the network carriers' ability to grow their subscriber base. If these network carriers delay the deployment or expansion of next generation networks, fail to offer effective and reliable service, or fail to price and market their services effectively, sales of our products will decline and our revenues will decrease. Government regulations could result in increased costs and inability to sell our products. Our products are subject to certain mandatory regulatory approvals in the United States, Canada, the European Union, the Asia-Pacific region and other regions in which we operate. For example, in the United States, the Federal Communications Commission regulates many aspects of communications devices. In Canada, similar regulations are administered by the Ministry of Industry, through Industry Canada. European Union directives provide comparable regulatory guidance in Europe. Although we have obtained all the necessary Federal Communications Commission, Industry Canada and other required approvals for the products we currently sell, we may not receive approvals for future products on a timely basis, or at all. In addition, regulatory requirements may change or we may not be able to receive regulatory approvals from countries in which we may desire to sell products in the future. We may also incur additional expenses or experience difficulties selling our products associated with complying with the SEC rules and reporting requirements related to conflict minerals. In August 2012, the SEC adopted new 43 disclosure requirements implementing Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 for manufacturers of products containing certain minerals that may originate from the Democratic Republic of Congo and adjoining countries. As a result, the Company is required to conduct certain country of origin and due diligence procedures in order to meet the reporting requirements for 2013 and future years. The impact of the regulations may limit the sourcing and availability, or may increase the costs, of some of the metals used in the manufacture of the Company's products. Also, since the Company's supply chain is complex, the Company may be unable to sufficiently verify the origins for all metals used in the Company's products through its supplier due diligence procedures. 44 MANAGEMENT’S STATEMENT OF RESPONSIBILITIES The accompanying consolidated financial statements have been prepared by management and approved by the Board of Directors of Sierra Wireless, Inc. The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States and, where appropriate, reflect management’s best estimates and judgments. Where alternative accounting methods exist, management has chosen those methods deemed most appropriate in the circumstances. Management is responsible for the accuracy, integrity and objectivity of the consolidated financial statements within reasonable limits of materiality. Financial information provided elsewhere in the Annual Report is consistent with that in the consolidated financial statements. To assist management in the discharge of these responsibilities, the Company maintains a system of internal controls over financial reporting as described in Management’s Annual Report on Internal Control Over Financial Reporting on page 32 of Management’s Discussion and Analysis. The Company’s Audit Committee is appointed by the Board of Directors annually and is comprised exclusively of outside, independent directors. The Audit Committee meets with management as well as with the independent auditors to satisfy itself that management is properly discharging its financial reporting responsibilities and to review the consolidated financial statements and the independent auditors’ report. The Audit Committee reports its findings to the Board of Directors for consideration in approving the consolidated financial statements for presentation to the shareholders. The Audit Committee considers, for review by the Board of Directors and approval by the shareholders, the engagement or reappointment of the independent auditors. KPMG LLP has direct access to the Audit Committee of the Board of Directors. The consolidated financial statements have been independently audited by KPMG LLP, Chartered Accountants, on behalf of the shareholders, in accordance with the standards of the Public Company Accounting Oversight Board (United States) with respect to the consolidated financial statements for the year ended December 31, 2013. Their report outlines the nature of their audit and expresses their opinion on the consolidated financial statements of the Company. Jason W. Cohenour President and Chief Executive Officer Vancouver, Canada February 27, 2014 David G. McLennan Chief Financial Officer 45 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Sierra Wireless, Inc. We have audited the accompanying consolidated balance sheets of Sierra Wireless, Inc. as of December 31, 2013 and 2012 and the related consolidated statements of operations, comprehensive earnings (loss), equity and cash flows for each of the years in the three-year period ended December 31, 2013. These consolidated financial statements are the responsibility of Sierra Wireless, Inc.’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Sierra Wireless, Inc. as of December 31, 2013 and 2012 and its consolidated results of operations and its consolidated cash flows for each of the years in the three-year period ended December 31, 2013 in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Sierra Wireless, Inc.’s internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 27, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Chartered Accountants Vancouver, Canada February 27, 2014 46 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Sierra Wireless, Inc. We have audited Sierra Wireless, Inc.’s internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Sierra Wireless, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on Sierra Wireless, Inc.’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Sierra Wireless, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Sierra Wireless, Inc. as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive earnings (loss), equity and cash flows for each of the years in the three-year period ended December 31, 2013, and our report dated February 27, 2014 expressed an unqualified opinion on those consolidated financial statements. Chartered Accountants Vancouver, Canada February 27, 2014 47 SIERRA WIRELESS, INC. CONSOLIDATED BALANCE SHEETS (In thousands of U.S. dollars) Assets Current assets Cash and cash equivalents Short-term investments (note 8) Accounts receivable (note 9) Inventories (note 10) Deferred income taxes (note 17) Prepaids and other (note 11) Assets held for sale (note 7) Property and equipment (note 12) Intangible assets (note 13) Goodwill (note 14) Deferred income taxes (note 17) Other assets Liabilities Current liabilities Accounts payable and accrued liabilities (note 15) Deferred revenue and credits Liabilities held for sale (note 7) Long-term obligations (note 16) Deferred income taxes (note 17) Equity Shareholders’ equity $ $ $ As at December 31, 2013 2012 177,416 $ 2,470 112,490 8,253 2,391 28,741 — 331,761 21,982 43,631 102,718 7,176 4,732 512,000 $ 124,846 $ 2,481 — 127,327 21,550 127 149,004 63,646 — 108,624 12,675 22,199 24,252 54,340 285,736 20,039 56,357 97,961 3,880 790 464,763 128,216 1,312 10,353 139,881 26,526 300 166,707 Common stock: no par value; unlimited shares authorized; issued and outstanding: 31,097,844 shares (December 31, 2012 — 30,592,423 shares) 329,628 322,770 Preferred stock: no par value; unlimited shares authorized; issued and outstanding: nil shares Treasury stock: at cost; 507,147 shares (December 31, 2012 — 716,313 shares) Additional paid-in capital Retained earnings (deficit) Accumulated other comprehensive loss (note 18) — (5,137) 25,996 19,367 (6,858) 362,996 512,000 $ $ — (5,172) 23,203 (35,283) (7,462) 298,056 464,763 Commitments and contingencies (note 28) Subsequent event (note 30) The accompanying notes are an integral part of the consolidated financial statements. On behalf of the Board: Jason W. Cohenour Director Robin A. Abrams Director 48 SIERRA WIRELESS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands of U.S. dollars, except where otherwise stated) Revenue Cost of goods sold Gross margin Expenses Sales and marketing Research and development (note 19) Administration Acquisition costs (note 5, 6 and 30) Restructuring (note 20) Integration Impairment of intangible asset Amortization Loss from operations Foreign exchange gain (loss) Other income (expense) (note 21) Loss before income taxes Income tax expense (recovery) (note 17) Net loss from continuing operations Net earnings from discontinued operations (note 7) Net earnings (loss) Net loss attributable to non-controlling interest (note 25) Net earnings (loss) attributable to the Company Basic and diluted net earnings (loss) per share attributable to the Company’s common shareholders (in dollars) (note 22) Continuing operations Discontinued operations Weighted average number of shares outstanding (in thousands) (note 22) Basic Diluted Years ended December 31, $ 2013 441,860 $ 296,219 145,641 2012 397,321 $ 272,047 125,274 2011 333,175 231,435 101,740 42,182 73,112 35,164 508 171 27 — 12,141 163,305 (17,664) 3,823 (98) (13,939) 1,611 (15,550) 70,588 55,038 — 55,038 $ 37,067 61,785 32,777 3,182 2,251 — — 10,418 147,480 (22,206) 3,326 (196) (19,076) (14,874) (4,202) 31,401 27,199 — 27,199 $ 37,188 60,903 33,716 — 837 1,426 11,214 10,709 155,993 (54,253) (460) 35 (54,678) (3,968) (50,710) 21,338 (29,372) (57) (29,315) (0.50) $ 2.29 1.79 $ (0.14) $ 1.02 0.88 $ (1.62) 0.68 (0.94) 30,771 30,771 30,788 30,788 31,275 31,275 $ $ $ The accompanying notes are an integral part of the consolidated financial statements. 49 SIERRA WIRELESS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS) (In thousands of U.S. dollars) Net earnings (loss) Other comprehensive income (loss), net of taxes: Years ended December 31, 2013 2012 2011 $ 55,038 $ 27,199 $ (29,372) Release of foreign currency translation relating to acquisition of non- controlling interest, net of taxes of $nil Foreign currency translation adjustments, net of taxes of $nil Total comprehensive earnings (loss) Comprehensive loss attributable to non-controlling interest: Net loss Foreign currency translation adjustments, net of taxes of $nil Comprehensive earnings (loss) attributable to the Company $ — 604 55,642 — 538 27,737 — — 55,642 $ — — 27,737 $ 42 (2,571) (31,901) (57) (49) (31,795) The accompanying notes are an integral part of the consolidated financial statements. 50 SIERRA WIRELESS, INC. CONSOLIDATED STATEMENTS OF EQUITY (in thousands of U.S. dollars) Common Stock Treasury Shares Equity attributable to the Company # of shares $ # of shares $ Additional paid-in capital Retained earnings (deficit) Accumulated other comprehensive income (loss) Non- controlling interest (deficit) Total Balance as at December 31, 2010 31,222,786 $ 327,668 643,042 $ (3,908) $ 16,926 $ (33,167) $ (5,471) $ 1,139 $ 303,187 Purchase of Wavecom S.A. shares Stock option exercises (note 24) — 83,906 Stock-based compensation (note 24) Purchase of treasury shares for RSU distribution Distribution of vested RSUs Net loss Foreign currency translation adjustments, net of tax — — — — — — 772 — — — — — — — — — — — 613,638 (379,121) (4,472) 2,239 — — — — (796) (253) 6,449 — (2,239) — — — — — — — (29,315) 42 — — — — — (1,033) (1,787) — — — — 519 6,449 (4,472) — (57) (29,372) — (2,571) (49) (2,620) Balance as at December 31, 2011 31,306,692 $ 328,440 877,559 $ (6,141) $ 20,087 $ (62,482) $ (8,000) $ — $ 271,904 Common share cancellation (note 23) (800,000) (6,312) Stock option exercises (note 24) 85,051 637 Stock-based compensation (note 24) Purchase of treasury shares for RSU distribution Distribution of vested RSUs Tax benefit from equity awards Net earnings Foreign currency translation adjustments, net of tax — — 680 — — — — — 5 — — — — — — — — — 336,638 (497,884) (2,489) 3,458 — — — — — — — (201) 6,713 — (3,467) 71 — — — — — — — — 27,199 — — — — — — — — 538 — — — — — — — — (6,312) 436 6,713 (2,489) (4) 71 27,199 538 Balance as at December 31, 2012 30,592,423 $ 322,770 716,313 $ (5,172) $ 23,203 $ (35,283) $ (7,462) $ — $ 298,056 Common share cancellation (note 23) (510,439) (5,384) Stock option exercises (note 24) 965,228 11,853 Stock-based compensation (note 24) Purchase of treasury shares for RSU distribution — — — — — — — 270,265 Distribution of vested RSUs 50,632 389 (479,431) Tax benefit from equity awards Net earnings Foreign currency translation adjustments, net of tax — — — — — — — — — — — — (3,433) 3,468 — — — — (388) — — — — — 55,038 (3,747 ) 9,347 — (4,265 ) 1,458 — — — — — — — — — — — — — — — — — (5,772) 8,106 9,347 (3,433) (408) 1,458 55,038 604 — 604 Balance as at December 31, 2013 31,097,844 $ 329,628 507,147 $ (5,137) $ 25,996 $ 19,367 $ (6,858) $ — $ 362,996 The accompanying notes are an integral part of the consolidated financial statements. 51 SIERRA WIRELESS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of U.S. dollars) Cash flows provided by (used in): Operating activities Net earnings (loss) Items not requiring (providing) cash Amortization Stock-based compensation (note 24(a)) Gain on sale of AirCard business (note 7) Deferred income taxes Loss (gain) on disposal of property, equipment, and intangibles Impairment of intangible assets Impairment of assets related to discontinued operations Tax benefit from equity awards Other (note 2(w)) Taxes paid related to net settlement of equity awards Changes in non-cash working capital Accounts receivable Inventories Prepaid expenses and other Accounts payable and accrued liabilities Deferred revenue and credits Cash flows provided by operating activities Investing activities Purchase of M2M business of Sagemcom (note 5) Purchase of M2M business of AnyDATA (note 6) Purchase of Wavecom S.A. shares Additions to property and equipment Proceeds from sale of property, equipment, and intangibles Increase in intangible assets Proceeds from sale of AirCard Business (note 7) Net change in short-term investments Cash flows provided by (used in) investing activities Financing activities Issuance of common shares, net of share issue costs Repurchase of common shares for cancellation Purchase of treasury shares for RSU distribution Decrease in other long-term obligations Cash flows used in financing activities Effect of foreign exchange rate changes on cash and cash equivalents (note 2(w)) Cash and cash equivalents, increase (decrease) in the year Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year Supplemental disclosures: Net income taxes paid (received) Interest paid Non-cash purchase of property and equipment (funded by obligation under capital lease) $ $ The accompanying notes are an integral part of the consolidated financial statements. 52 Years ended December 31, 2013 2012 2011 $ 55,038 $ 27,199 $ (29,372) 28,296 9,347 (94,078) 16,339 (10) — 1,012 1,458 (2,687) (408) 10,897 11,908 (7,254) (13,139) 1,147 17,866 — (5,196) — (11,359) 32 (2,211) 119,958 (2,470) 98,754 8,106 (5,772) (3,433) (876) (1,975) (875) 113,770 63,646 177,416 $ 28,590 6,713 — (13,606) 107 — — 71 (2,414) (4) (616) (4,019) (14,543) 10,997 (422) 38,053 (55,218) — — (15,845) 139 (2,607) — 9,347 (64,184) 436 (6,312) (2,489) (1,000) (9,365) (2,233) (37,729) 101,375 63,646 $ $ 5,746 130 2,022 $ 144 243 335 32,386 6,449 — (2,903) 40 11,214 — — — — 9,067 5,664 4,248 (13,783) 733 23,743 — — (1,787) (14,268) 31 (3,740) — 17,058 (2,706) 519 — (4,472) (905) (4,858) (247) 15,932 85,443 101,375 (1,926) 135 148 SIERRA WIRELESS, INC. TABLE OF CONTENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Note 7 Note 8 Note 9 Note 10 Note 11 Note 12 Note 13 Note 14 Note 15 Note 16 Note 17 Note 18 Note 19 Note 20 Note 21 Note 22 Note 23 Note 24 Note 25 Note 26 Note 27 Note 28 Note 29 Note 30 Nature of Operations Summary of Significant Accounting Policies Recently Implemented Accounting Standards Changes in Future Accounting Standards Acquisition of M2M Business of Sagemcom Acquisition of M2M Business of AnyDATA Disposition of AirCard Business Short-term Investments Accounts Receivable Inventories Prepaids and Other Property and Equipment Intangible Assets Goodwill Accounts Payable and Accrued Liabilities Long-term Obligations Income Taxes Accumulated Other Comprehensive Loss Research and Development Restructuring Other Income (Expense) Earnings (Loss) Per Share Share Capital Stock-based Compensation Plans Non-controlling Interest Fair Value Measurement Financial Instruments Commitments and Contingencies Segmented Information Subsequent Event 53 Page 54 54 61 61 62 63 65 66 66 67 67 68 69 70 70 71 71 74 75 75 77 77 77 78 81 82 83 84 89 91 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) 1. NATURE OF OPERATIONS Sierra Wireless, Inc., together with its subsidiaries (collectively, the “company, we, our”) was incorporated under the Canada Business Corporations Act on May 31, 1993. We are a global leader in providing cellular wireless solutions to the Machine-to-Machine (“M2M”) and connected device markets. We develop and market a range of wireless products that include embedded modules and embedded software for original equipment manufacturers (“OEMs”), intelligent gateways and routers for industrial, commercial and public safety applications, and an innovative cloud-based platform for delivering device management and enabling end-to-end applications. Our products, services and solutions connect people, their mobile computers and machines to wireless voice and data networks around the world. We have sales, engineering, and research and development teams located in offices around the world. The company sold substantially all of the assets and operations related to its AirCard business on April 2, 2013 (note 7). During the fourth quarter of 2013, we acquired substantially all of the M2M embedded module and modem business of AnyDATA Corporation (note 6) and recently announced that we have entered into an agreement to acquire all of the shares of In Motion Technology Inc. (note 30). We have reevaluated our segmentation and determined that we have two reportable segments: OEM Solutions - includes AirPrime embedded wireless modules (including embedded wireless modules for PC OEM customers). Enterprise Solutions - includes Airlink Intelligent Gateways, AirVantage M2M Cloud. Effective August 1, 2012, also includes rugged terminals for railway applications (note 5). The primary markets for our products are North America, Europe and Asia Pacific. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Our consolidated financial statements are prepared in accordance with U.S. GAAP. (a) Basis of consolidation Our consolidated financial statements include the accounts of the company and its wholly-owned subsidiaries from their respective dates of acquisition of control. All inter-company transactions and balances have been eliminated on consolidation. The ownership of the other non-controlling interest holders of consolidated subsidiaries is reflected as non-controlling interest and is not significant. (b) Use of estimates The consolidated financial statements have been prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the year. On an ongoing basis, management reviews its estimates, including those related to inventory obsolescence, estimated useful lives of assets, valuation of intangible assets, goodwill, royalty and warranty accruals, lease provisions, other liabilities, stock-based compensation, bad debt and doubtful 54 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) accounts, income taxes, restructuring costs, and commitments and contingencies, based on currently available information. Actual amounts could differ from estimates. (c) Translation of foreign currencies Our functional or primary operating currency is the U.S. dollar. Revenue and expense items denominated in foreign currencies are translated at exchange rates prevailing during the period. Monetary assets and liabilities denominated in foreign currencies are translated at the period-end exchange rates. Non-monetary assets and liabilities are translated at exchange rates in effect when the assets are acquired or the obligations are incurred. Foreign exchange gains and losses are reflected in net earnings (loss) for the period. We have foreign subsidiaries that are considered to be self-contained and integrated within their foreign jurisdiction, and accordingly, use the Euro as their functional currency. The assets and liabilities of the foreign subsidiaries, including goodwill and fair value adjustments arising on acquisition, are translated at exchange rates at the balance sheet dates, equity is translated at historical rates, and revenue and expenses are translated at exchange rates prevailing during the period. The foreign exchange gains and losses arising from the translation are reported as a component of other comprehensive income (loss), as presented in note 18, Accumulated Other Comprehensive Loss. (d) Cash and cash equivalents Cash and cash equivalents include cash and short-term deposits with original maturities of less than three months. Short-term deposits are valued at amortized cost. The carrying amounts approximate fair value due to the short-term maturities of these instruments. (e) Short-term investments Short-term investments, categorized as available-for-sale, are carried at fair value. Unrealized holding gains (losses) related to available-for-sale investments, after deducting amounts allocable to income taxes, are recorded as a component of accumulated other comprehensive income (loss). These gains (losses) are removed from comprehensive income (loss) when the investments mature or are sold on an item-by-item basis. We regularly evaluate the realizable value of short-term investments, and if circumstances indicate that a decline in value is other-than-temporary, we recognize an impairment charge. To determine whether to recognize an impairment charge, we consider various factors, such as the significance of the decline in value, the length of time the investment has been below market value, changes that would impact the financial condition of the investee, and the likelihood that the investment will recover its value before it matures or is disposed of. (f) Allowance for doubtful accounts receivable We maintain an allowance for our accounts receivable for estimated losses that may result from our customers’ inability to pay. We determine the amount of the allowance by analyzing known uncollectible accounts, aged receivables, economic conditions, historical losses, insured amounts, 55 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) if any, and changes in customer payment cycles and credit-worthiness. Amounts later determined and specifically identified to be uncollectible are charged against this allowance. If the financial condition of any of our customers deteriorates resulting in an impairment of their ability to make payments, we may increase our allowance. (g) Inventories Inventories consist of electronic components and finished goods and are valued at the lower of cost or estimable realizable value, determined on a first-in-first-out basis. Cost is defined as all costs that relate to bringing the inventory to its present condition and location under normal operating conditions. We review the components of our inventory and our inventory purchase commitments on a regular basis for excess and obsolete inventory based on estimated future usage and sales. Write- downs in inventory value or losses on inventory purchase commitments depend on various items, including factors related to customer demand, economic and competitive conditions, technological advances and new product introductions that vary from current expectations. We believe that the estimates used in calculating the inventory provision are reasonable and properly reflect the risk of excess and obsolete inventory. If customer demands for our inventory are substantially less than our estimates, additional inventory write-downs may be required. (h) Property and equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. We amortize our property and equipment on a straight-line basis over the following estimated economic lives: Furniture and fixtures Research and development equipment Production equipment Tooling Computer equipment Software Office equipment 3-5 years 3-10 years 3-5 years 1.5-3 years 1-5 years 1-5 years 3-5 years Research and development equipment related amortization is included in research and development expense. Tooling and production equipment related amortization is included in cost of goods sold. All other amortization is included in amortization expense. Leasehold improvements and leased vehicles are amortized on a straight-line basis over the lesser of their expected average service life or term of the initial lease. When we sell property and equipment, we net the historical cost less accumulated depreciation and amortization against the sale proceeds and include the difference in Other income (expense). 56 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) (i) Intangible assets The estimated useful life of intangible assets with definite life is the period over which the assets are expected to contribute to our future cash flows. When determining the useful life, we consider the expected use of the asset, useful life of a related intangible asset, any legal, regulatory or contractual provisions that limit the useful life, any legal, regulatory, or contractual renewal or extension provisions without substantial costs or modifications to the existing terms and conditions, the effects of obsolescence, demand, competition and other economic factors, and the expected level of maintenance expenditures relative to the cost of the asset required to obtain future cash flows from the asset. We amortize our intangible assets on a straight-line basis over the following specific periods: Patents and trademarks — 3-5 years Licenses — over the shorter of the term of the license or an estimate of their useful life, ranging from three to ten years Intellectual property and customer relationships — 3-13 years Backlog — 1-2 years In-process research and development — over the estimated life Non-compete covenants — over the term of the agreement Research and development related amortization is included in research and development expense. All other amortization is included in amortization expense. In-process research and development (“IPRD”) are intangible assets acquired as part of business combinations. IPRD are intangible assets with indefinite life prior to their completion and they are not amortized and subject to impairment test on an annual basis. (j) Goodwill Goodwill represents the excess of the purchase price of an acquired enterprise over the fair value assigned to assets acquired and liabilities assumed in a business combination. Goodwill has an indefinite life, is not amortized, and is subject to a two-step impairment test on an annual basis. The first step compares the fair value of the reporting unit to its carrying amount, which includes the goodwill. When the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not to be impaired and the second step of the impairment test is unnecessary. If the carrying amount exceeds the implied fair value of the goodwill, the second step measures the amount of the impairment loss. If the carrying amount exceeds the fair value of the goodwill, an impairment loss is recognized equal to that excess. 57 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) (k) Impairment of long-lived assets Long-lived assets, including property and equipment, and intangible assets other than goodwill, are assessed for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of a long- lived asset exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. Intangible assets with indefinite lives are tested annually for impairment and in interim periods if certain events occur indicating that the carrying value of the intangible assets may be impaired. (l) Research and Development costs Research and development costs are expensed as they are incurred. Certain software development costs for costs associated with the development of computer software to be sold, leased or marketed are capitalized once technological feasibility is reached. We follow the cost reduction method of accounting for certain agreements, including government research and development funding, whereby the benefit of the funding is recognized as a reduction in the cost of the related expenditure when certain criteria stipulated under the terms of those funding agreements have been met, and there is reasonable assurance the research and development funding will be received. Certain research and development funding is repayable on the occurrence of specified future events. We recognize the liability to repay research and development funding in the period in which conditions arise that will cause research and development funding to be repayable. (m) Warranty costs Warranty costs are accrued upon the recognition of related revenue, based on our best estimates, with reference to past and expected future experience. Warranty obligations are included in accounts payable and accrued liabilities in our consolidated balance sheet. (n) Royalty costs We have intellectual property license agreements which generally require us to make royalty payments based on a percentage of the revenue generated by sales of products incorporating the licensed technology. We recognize royalty obligations in accordance with the terms of the respective royalty agreements. Royalty costs are recorded as a component of cost of goods sold in the period when incurred. (o) Market development costs Market development costs are charged to sales and marketing expense to the extent that the benefit is separable from the revenue transaction and the fair value of that benefit is determinable. To the extent that such costs either do not provide a separable benefit, or the fair 58 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) value of the benefit cannot be reliably estimated, such amounts are recorded as a reduction of revenue. (p) Revenue recognition Revenue from sales of products and services is recognized upon the later of transfer of title or upon shipment of the product to the customer or rendering of the service, so long as persuasive evidence of an arrangement exists, delivery has occurred, price is fixed or determinable, and collection is reasonably assured. Cash received in advance of the revenue recognition criteria being met is recorded as deferred revenue. Revenues from contracts with multiple-element arrangements are recognized as each element is earned based on the relative fair value of each element and only when there are no undelivered elements that are essential to the functionality of the delivered elements. Revenue from licensed software is recognized at the inception of the license term. Revenue from software maintenance, unspecified upgrades and technical support contracts is recognized over the period such items are delivered or services are provided. Technical support contracts extending beyond the current period are recorded as deferred revenue. Funding from certain research and development agreements is recognized as revenue when certain criteria stipulated under the terms of those funding agreements have been met, and when there is reasonable assurance the funding will be received. Certain research and development funding will be repayable on the occurrence of specified future events. We recognize the liability to repay research and development funding in the period in which conditions arise that would cause research and development funding to be repayable. (q) Stock-based compensation and other stock-based payments Stock options and restricted share units granted to the company’s key officers, directors and employees are accounted for using the fair value-based method. Under this method, compensation cost for stock options is measured at fair value at the date of grant using the Black- Scholes valuation model, and is expensed over the award’s vesting period using the straight-line method. Any consideration paid by plan participants on the exercise of stock options or the purchase of shares is credited to Common stock together with any related stock-based compensation expense. Compensation cost for restricted share units is measured at fair value at the date of grant which is the market price of the underlying security, and is expensed over the award’s vesting period using the straight-line method. Stock-based compensation is described further in note 24. (r) Income taxes Income taxes are accounted for using the asset and liability method. Future income tax assets and liabilities are based on temporary differences (differences between the accounting basis and the tax basis of the assets and liabilities) and non-capital loss, capital loss, and tax credits carry- forwards are measured using the enacted tax rates and laws expected to apply when these 59 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) differences reverse. Future tax benefits, including non-capital loss, capital loss, and tax credits carry-forwards, are recognized to the extent that realization of such benefits is considered more likely than not. The effect on future tax assets and liabilities of a change in tax rates is recognized in earnings in the period that enactment occurs. We include interest and penalties related to income taxes, including unrecognized tax benefits, in income tax expense (recovery). Liabilities for uncertain tax positions are recorded based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. We regularly assess the potential outcomes of examinations by tax authorities in determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. We recognize the windfall tax benefits associated with the exercise of stock options and release of restricted share units to additional paid-in capital (“APIC”) when realized. This tax benefit is not recognized until the deduction reduces taxes payable and all other available loss carryforwards and tax credits have been utilized. (s) Derivatives Derivatives, such as foreign currency forward and option contracts, are occasionally used to hedge the foreign exchange risk on cash flows from commitments denominated in a foreign currency. Derivatives that are not designated as hedging instruments are measured at fair value at each balance sheet date and any resulting gains and losses from changes in the fair value are recorded in other income (expense). Gains and losses from the effective portion of foreign currency forward and option contracts that are designated as cash flow hedges are recorded in other comprehensive income (loss). As at December 31, 2013 and 2012, we had no material derivative contracts in place. (t) Earnings (loss) per common share Basic earnings (loss) per share is computed by dividing net earnings (loss) attributable to the company for the period by the weighted average number of company common shares outstanding during the reporting period. Diluted earnings (loss) per share is computed using the treasury stock method. When the effect of options and other securities convertible into common shares is anti- dilutive, including when the company has incurred a loss for the period, basic and diluted loss per share are the same. Under the treasury stock method, the number of dilutive shares, if any, is determined by dividing the average market price of shares for the period into the net proceeds of in-the-money options. 60 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) (u) Comprehensive income (loss) Comprehensive income (loss) includes net earnings (loss) as well as changes in equity from other non-owner sources. The other changes in equity included in comprehensive income (loss) are comprised of foreign currency cumulative translation adjustments and unrealized gains or losses on available-for-sale investments. The reclassification adjustment for other-than-temporary losses on marketable securities included in net earnings (loss) results from the recognition of the unrealized losses in the statements of operations when they are no longer viewed as temporary. Comprehensive income (loss) is presented in the consolidated statements of shareholders’ equity. (v) Investment tax credits Investment tax credits are accounted for using the flow-through method whereby such credits are accounted for as a reduction of income tax expense in the period in which the credit arises. (w) Comparative figures Certain figures presented in the consolidated financial statements have been reclassified to conform to the presentation adopted for the current year. The company reclassified $2,414 from effect on foreign exchange rate changes on cash and cash equivalents to other non-cash operating item for the year ended December 31, 2012 related to the unrealized foreign exchange gain on an intercompany loan. 3. RECENTLY IMPLEMENTED ACCOUNTING STANDARDS In July 2012, the FASB issued ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment (the revised standard). The revised standard is intended to reduce the cost and complexity of testing indefinite- lived intangible assets other than goodwill for impairment by providing entities with an option to perform a “qualitative” assessment to determine whether further impairment testing is necessary. The revised standard is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The standard did not have a material impact on our consolidated financial statements. 4. CHANGES IN FUTURE ACCOUNTING STANDARDS In July 2013, the FASB issued ASU 2013-11, Income Taxes (ASC 740) Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forward Exists (Update). The update is intended to eliminate the diversity in practice of the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The update is effective for annual and interim financial statements for fiscal years beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. 61 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) 5. ACQUISITION OF M2M BUSINESS OF SAGEMCOM On August 1, 2012, we completed the acquisition of the M2M business of Sagemcom. Sagemcom, based in France, is a leading technology company active in broadband, telecom, energy, and document management. Its M2M business included 2G and 3G wireless modules, as well as industry-leading rugged terminals for railway applications. The acquisition extended our leadership position in the growing M2M market and offered a significantly enhanced market position for us in key segments, including payment, transportation, and railways, as well as new geographical expansion into Brazil. The acquisition included substantially all of the assets of the M2M business of Sagemcom for cash consideration of €44.9 million ($55.2 million) plus assumed liabilities of €3.9 million ($4.8 million). Sagemcom’s results of operations and estimated fair value of assets acquired and liabilities assumed are included in our consolidated financial statements from the date of acquisition. We accounted for the transaction using the acquisition method and accordingly, the consideration has been allocated to the tangible and intangible assets acquired and liabilities assumed on the basis of their respective estimated fair values as at August 1, 2012. The excess of the purchase price over the final value assigned to the net assets acquired was recorded as goodwill. The following table summarizes the final amounts of the assets acquired and liabilities assumed recognized at the acquisition date: Assets acquired Inventory Machinery and equipment Identifiable intangible assets Goodwill Liabilities assumed Accrued liabilities Long-term obligations Fair value of net assets acquired € $ 786 1,454 21,272 25,295 48,807 2,439 1,468 44,900 967 1,788 26,160 31,107 60,022 2,999 1,805 55,218 The goodwill of €25.3 million ($31.1 million) resulting from the acquisition consisted largely of the expectation that the acquisition will extend our leadership position in the growing M2M market and offer us a significantly enhanced market position. Goodwill was assigned to the OEM Solutions segment and it is not deductible for tax purposes. 62 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) The following table provides the components of the identifiable intangible assets acquired that are subject to amortization: Patents Customer relationships Backlog In-process research and development Estimated useful life (in years) 8 8-13 1-2 5 € 5,259 13,887 1,382 744 21,272 $ 6,468 17,078 1,699 915 26,160 The following table presents the unaudited pro forma results for the years ended 2012 and 2011. The pro forma financial information combines the results of operations of Sierra Wireless, Inc. and the M2M business of Sagemcom as though the businesses had been combined as of the beginning of fiscal 2011. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2011. The pro forma financial information presented includes amortization charges for acquired tangible and intangible assets, and related tax effects, based on the values assigned in purchase price allocation. Pro Forma information Revenue Loss from operations Net loss Basic loss per share (in dollars) Diluted loss per share (in dollars) 6. ACQUISITION OF M2M BUSINESS OF ANYDATA 2012 2011 $ $ $ 423,653 $ (21,462) (3,458) (0.11) $ (0.11) $ 385,049 (48,406) (44,806) (1.43) (1.43) On October 16, 2013, we completed the acquisition of substantially all of the M2M embedded module and modem related assets of AnyDATA Corporation ("AnyDATA"). Its M2M business includes 3G and 4G wireless modules and modems which are sold mainly in Korea. The acquisition extends our global leadership position in the growing M2M market and offers a significantly enhanced market position for us in key segments, as well as new geographical expansion into Korea. The acquisition included substantially all of the assets of the M2M embedded module and modem related assets of AnyDATA for cash consideration of $5.2 million plus minimal assumed liabilities. AnyDATA’s results of operations and fair value of assets acquired and liabilities assumed are included in our consolidated financial statements from the date of acquisition. We accounted for the transaction using the acquisition method and accordingly, the consideration has been allocated to the tangible and intangible assets acquired and liabilities assumed on the basis of their respective fair values, as at October 16, 2013. The excess of the purchase price over the final value assigned to the net assets acquired was recorded as goodwill. 63 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) The following table summarizes the amounts of the assets acquired and liabilities assumed recognized at the acquisition date: Assets acquired Inventory Machinery and equipment Identifiable intangible assets Goodwill Liabilities assumed Accrued liabilities Fair value of net assets acquired $ 1,296 68 1,793 2,061 5,218 22 5,196 The goodwill of $2.1 million resulting from the acquisition consists largely of the expectation that the acquisition will extend our leadership position in the growing M2M market and offer us a significantly enhanced market position. Goodwill was assigned to the OEM Solutions segment and it is not deductible for tax purposes. The following table provides the components of the identifiable intangible assets acquired that are subject to amortization: Customer relationships Existing technology In-process research and development Estimated useful life (in years) 5 3 2 $ 1,284 385 124 1,793 The amounts of revenue and net earnings of AnyDATA’s M2M business included in our consolidated statements of operations from the acquisition date, through the period ended December 31, 2013, was as follows: Revenue Earnings October 16, 2013 to December 31, 2013 1,653 23 $ 64 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) 7. DISPOSITION OF AIRCARD BUSINESS On April 2, 2013, we completed the sale of substantially all of the assets and operations related to our AirCard business to Netgear, Inc. ("Netgear") for total proceeds of $136.6 million (including $13.8 million of proceeds held in escrow due April 2, 2014) after final inventory adjustments plus assumed liabilities. After transaction costs of $2.8 million, we recorded an after tax gain on disposal of $70.2 million. We expect to realize net cash proceeds of approximately $114 million from the divestiture after giving consideration to related taxes, transaction costs and escrow retention for the purposes of indemnification. On the disposition, 160 employees, primarily in sales, marketing and research and development, were transferred to Netgear, as well as certain facilities in Carlsbad, California and Richmond, British Columbia. The gain on sale of the AirCard business consisted of: Cash proceeds received Proceeds held in escrow Total proceeds Transaction costs Net proceeds Assets and liabilities held for sale Gross gain on disposal Income tax expense Gain on disposal, net of taxes $ $ $ 122,807 13,800 136,607 (2,849) 133,758 (39,680) 94,078 (23,896) $ 70,182 The company utilized $14.4 million of deferred income tax assets on the gain on sale of the AirCard business. The assets and liabilities held for sale related to the AirCard disposition were as follows: Inventories Prepaids Property and equipment Intangible assets Goodwill Assets held for sale Liabilities held for sale April 2, 2013 2,636 9,030 7,511 1,305 25,956 46,438 December 31, 2012 8,731 $ 10,847 7,489 1,317 25,956 54,340 $ 6,758 $ 10,353 $ $ $ 65 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) The results related to the AirCard business have been presented as discontinued operations in the statement of earnings for the three years ended December 31 and were as follows: Revenue Cost of goods sold Gross margin Expenses Gain on sale of AirCard business Earnings before income taxes Income tax expense Net earnings from discontinued operations 2013 46,701 32,978 13,723 (12,918) 94,078 94,883 (24,295) 70,588 $ $ $ $ 2012 246,845 $ 177,147 69,698 $ (36,653) — 33,045 $ (1,644) 31,401 $ 2011 245,010 183,300 61,710 (37,369) — 24,341 (3,003) 21,338 $ $ $ $ We had no significant customers related to discontinued operations during the year ended December 31, 2013 that accounted for more than 10% of our aggregated revenue from continuing and discontinued operations (year ended December 31, 2012 - two significant customers comprising sales of $88,689 and $73,091; year ended December 31, 2011 - three significant customers comprising sales of $77,216, $68,361 and $66,001). 8. SHORT-TERM INVESTMENTS Short-term investments, all of which are classified as available-for-sale, are comprised of government treasury bills and securities. As at December 31, 2013, we had $2,470 (December 31, 2012 - $nil) in outstanding short-term investments. 9. ACCOUNTS RECEIVABLE The components of accounts receivable at December 31 were as follows: Trade receivables Less: allowance for doubtful accounts Sales taxes receivable Proceeds from Aircard sale held in escrow Other receivables 2013 $ 82,086 $ (2,279) 79,807 3,598 13,800 15,285 $ 112,490 $ 2012 96,779 (2,435) 94,344 2,594 — 11,686 108,624 66 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) The movement in the allowance for doubtful accounts during the years ended December 31 were as follows: Balance, beginning of year Bad debt expense Write-offs and settlements Foreign exchange 10. INVENTORIES The components of inventories at December 31 were as follows: Electronic components Finished goods 11. PREPAIDS AND OTHER The components of prepaids and other at December 31 were as follows: Inventory advances Insurance and licenses Other 2013 $ 2,435 $ 1,077 (1,242) 9 $ 2,279 $ 2012 3,642 386 (1,608) 15 2,435 2013 2,930 5,323 8,253 $ $ 2012 7,206 5,469 12,675 2013 21,382 $ 4,735 2,624 28,741 $ 2012 17,613 2,374 4,265 24,252 $ $ $ $ 67 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) 12. PROPERTY AND EQUIPMENT The components of property and equipment at December 31 were as follows: Furniture and fixtures Research and development equipment Tooling Computer equipment Software Leasehold improvements Leased vehicles Office equipment Furniture and fixtures Research and development equipment Tooling Computer equipment Software Leasehold improvements Leased vehicles Office equipment 2013 Cost Accumulated amortization Net book value $ 1,595 $ 928 $ 28,264 36,307 5,253 5,641 3,156 1,332 3,013 21,966 28,269 3,862 3,591 865 796 2,302 667 6,298 8,038 1,391 2,050 2,291 536 711 $ 84,561 $ 62,579 $ 21,982 2012 Cost Accumulated amortization Net book value $ 4,557 $ 3,755 $ 21,875 25,000 7,614 9,358 4,973 1,206 3,144 16,504 17,577 6,048 7,863 3,070 587 2,284 $ 77,727 $ 57,688 $ 802 5,371 7,423 1,566 1,495 1,903 619 860 20,039 Amortization expense relating to property and equipment, including those related to discontinued operations, was $10,057, $12,583, and $14,528 for the years ended December 31, 2013, 2012, and 2011, respectively. 68 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) 13. INTANGIBLE ASSETS The components of intangible assets at December 31 were as follows: Patents and trademarks Licenses Intellectual property Customer relationships Backlog Non-compete In-process research and development Patents and trademarks Licenses Intellectual property Customer relationships Backlog Non-compete In-process research and development 2013 Cost Accumulated amortization Net book value $ 16,465 $ 7,638 $ 64,494 7,130 47,539 1,906 2,955 7,205 51,831 7,019 29,229 1,906 2,955 3,485 $ 147,694 $ 104,063 $ 2012 Cost Accumulated amortization $ 15,466 $ 5,317 $ 61,660 7,006 45,065 1,823 2,827 6,524 42,134 6,995 23,474 538 2,827 2,729 $ 140,371 $ 84,014 $ 8,827 12,663 111 18,310 — — 3,720 43,631 Net book value 10,149 19,526 11 21,591 1,285 — 3,795 56,357 Estimated annual amortization expense for the next 5 years ended December 31 are as follows: 2014 2015 2016 2017 2018 $ 13,016 6,791 4,912 4,592 3,511 During the fourth quarter of 2011, we recorded an impairment charge of $11,214, primarily related to a software development program we decided not to complete. This asset was acquired through the acquisition of Wavecom. We did not record an impairment charge for the years ended December 31, 2013 and 2012. 69 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) Amortization expense relating to intangible assets, including those related to discontinued operations, was $18,239, $16,007, and $17,858 for the years ended December 31, 2013, 2012, and 2011, respectively. At December 31, 2013, a net carrying amount of $1,175 included in intangible assets was not subject to amortization. 14. GOODWILL We assessed the realizability of goodwill during the fourth quarter of 2013 and determined that the fair value of each reporting unit exceeded its carrying value. Therefore, the second step of the impairment test that measures the amount of an impairment loss by comparing the implied fair market value with the carrying amount of goodwill for each reporting unit was not required. There was no impairment of goodwill during the years ended December 31, 2013, 2012 and 2011. The changes in the carrying amount of goodwill for the years ended December 31 were as follows: Balance at beginning of year Goodwill acquired during year (note 5 and 6) Goodwill allocated to discontinued operations (note 7) Foreign currency translation adjustments OEM Solutions Enterprise Solutions 2013 97,961 $ 2,061 — 2,696 102,718 $ 87,356 15,362 102,718 $ $ $ $ 15. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The components of accounts payable and accrued liabilities at December 31 were as follows: Trade payables Inventory commitment reserve Accrued royalties Accrued payroll and related liabilities Taxes payable (including sales taxes) Product warranties Marketing development funds Other 2013 $ 60,568 $ 1,797 22,960 11,087 11,861 5,861 302 10,410 2012 89,961 31,107 (25,956) 2,849 97,961 82,885 15,076 97,961 2012 64,351 1,465 22,450 12,662 9,181 4,169 38 13,900 $ 124,846 $ 128,216 70 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) 16. LONG-TERM OBLIGATIONS The components of long-term obligations at December 31 were as follows: Accrued royalties Other 17. INCOME TAXES $ $ 2013 17,605 3,945 21,550 $ $ 2012 23,566 2,960 26,526 The components of earnings (loss) before income taxes consist of the following: Continuing operations: Canadian Foreign Discontinued operations: Canadian Foreign 2013 2012 2011 $ 6,497 $ 24,802 $ (20,436) (13,939) 80,395 14,488 94,883 (43,878) (19,076) 15,617 17,428 33,045 (22,099) (32,579) (54,678) 5,898 18,443 24,341 Earnings (loss) before income taxes $ 80,944 $ 13,969 $ (30,337) The income tax expense (recovery) consists of: Canadian: Current Deferred Foreign: Current Deferred Total: Current Deferred Classification: Income tax expense (recovery) — continuing operations Income tax expense — discontinued operations 71 2013 2012 $ 64 $ (106) $ 10,614 10,678 9,646 5,582 15,228 9,710 16,196 (14,268) (14,374) 219 925 1,144 113 (13,343) $ 25,906 $ (13,230) $ 1,611 24,295 (14,874) 1,644 $ 25,906 $ (13,230) $ 2011 123 1,981 2,104 1,815 (4,884) (3,069) 1,938 (2,903) (965) (3,968) 3,003 (965) SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) The reconciliation of income taxes calculated at the statutory rate to the actual income tax provision for the years ended December 31 was as follows: Income tax expense (recovery) at Canadian statutory income tax rates Increase (decrease) in income taxes for: 2013 2012 2011 $ 20,872 $ 3,499 $ (8,023) Permanent and other differences Change in statutory/foreign tax rates Change in valuation allowance Stock-based compensation expense Adjustment to prior years Income tax expense (recovery) Future tax assets and liabilities (2,339) (1,210) 8,875 (150) (142) (5,279) (2,762) (10,358) 1,603 67 $ 25,906 $ (13,230) $ The tax effects of temporary differences that give rise to significant future tax assets and future tax liabilities were as follows at December 31: 6,335 (1,973) 1,805 891 — (965) 2012 4,165 70,824 2,655 36,961 8,974 — 2013 $ 3,664 $ 76,780 2,416 28,081 14,201 1,178 126,320 123,579 — 126,320 116,880 9,440 $ 2,920 120,659 94,880 25,779 2013 2012 2,391 $ 7,176 (127) 9,440 $ 22,199 3,880 (300) 25,779 $ $ $ Future income tax assets Property and equipment Non capital loss carry-forwards Capital loss carry-forwards Scientific research and development expenses and credits Reserves and other Acquired Intangibles Future income tax liabilities Acquired intangibles Valuation allowance Classification: Assets Current Non-current Liabilities Non-current 72 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) At December 31, 2013, we have provided for a valuation allowance on our future tax assets of $116,880 (2012 -$94,880). At December 31, 2013, we have Canadian allowable capital loss carry-forwards of $11,287 that are available, indefinitely, to be deducted against future Canadian taxable capital gains. In addition, we have investment tax credits of $22,352 and $9,984 available to offset future Canadian federal and provincial income taxes payable, respectively. Of these amounts, $216 and $147, respectively, are associated with windfall tax benefits and will be recorded as additional paid-in-capital when realized. The investment tax credits expire between 2014 and 2033. At December 31, 2013, our U.S. subsidiary has $6,445 of California research & development tax credits which may be carried forward indefinitely. The amounts are after the estimated utilization from the sale of AirCard business described below. At December 31, 2013, net operating loss carry-forwards for our foreign subsidiaries were $10,363 for U.S. income tax purposes that expire between 2020 and 2032, $79 for Hong Kong income tax purposes, $233 for Korea income tax purposes, $448 for Luxembourg income tax purposes, and $210,912 for French income tax purposes. Our foreign subsidiaries may be limited in their ability to use foreign net operating losses in any single year depending on their ability to generate significant taxable income. In addition, the utilization of the U.S. net operating losses is also subject to ownership change limitations provided by U.S. federal and specific state income tax legislation. The amount of French net operating losses deducted each year is limited to €1,000 plus 50% of French taxable income in excess of €1,000. Our French net operating losses carry-forward is subject to the “continuity of business” requirement. Our French subsidiaries also have research tax credit carried forward of $10,544 as at December 31, 2013. The French research tax credit may be used to offset against corporate income tax and if any credit is not fully utilized within a three year period following the year the research tax credit is earned, it may be refunded by the French tax authorities. Tax loss and research tax credit carry-forwards are denominated in the currency of the countries in which the respective subsidiaries are located and operate. Fluctuations in currency exchange rates could reduce the U.S. dollar equivalent value of these tax loss and research tax credit carry forwards in future years. In assessing the realizability of our future tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized. The ultimate realization of future tax assets is dependent upon the generation of future taxable income during periods in which temporary differences become deductible and the loss carry-forwards or tax credits can be utilized. Management considers projected future taxable income and tax planning strategies in making our assessment. On the disposition of the AirCard assets to Netgear (note 7), we expect to utilize approximately $20,946 of Canadian scientific research and development expenditures, approximately $44 of Canadian allowable capital loss, approximately $4,310 of Canadian Federal and Provincial investment tax credits, approximately $4,401 of U.S. net operating loss, and approximately $2,439 of U.S. Federal and California research & development tax credit. The estimated utilization is subject to change. No provision for taxes have been provided on undistributed foreign earnings, as it is the company’s intention to indefinitely reinvest undistributed earnings of its foreign subsidiaries. It is not practical to estimate the income tax liability that might be incurred if there is a change in management’s intention in the event that a remittance of such earnings occurs in the future. 73 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) Accounting for uncertainty in income taxes At December 31, 2013, we had gross unrecognized tax benefits of $8,304 (2012 — $8,227). Of this total, $5,336 (2012 — $5,349) represents the amount of unrecognized tax benefits that, if recognized, would favorably impact our effective tax rate. Below is a reconciliation of the total amounts of unrecognized tax benefits for the years ended December 31: Unrecognized tax benefits, beginning of year Increases — tax positions taken in prior periods Increases (decreases) — tax positions taken in current period Settlements and lapse of statute of limitations Unrecognized tax benefits, end of year 2013 8,227 $ 252 138 (313) 8,304 $ 2012 9,464 55 (238) (1,054) 8,227 $ $ We recognize interest expense and penalties related to unrecognized tax benefits within the provision for income tax expense on the consolidated statement of operations. At December 31, 2013, we had accrued $1,590 (2012 -$1,488) for interest and penalties. In the normal course of business, we are subject to audit by the Canadian federal and provincial taxing authorities, by the U.S. federal and various state taxing authorities and by the taxing authorities in various foreign jurisdictions. Tax years ranging from 2004 to 2013 remain subject to examination in Canada, the United States, the United Kingdom, France, Germany, Australia, China, Hong Kong, Brazil, South Africa, Japan, Korea, Taiwan, Italy, and Luxembourg. The Company regularly engages in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. The Company believes it is reasonably possible that certain tax matters may be concluded in the next 12 months. The Company estimates that the unrecognized tax benefits at December 31, 2013 could be reduced by approximately $2,059 in the next 12 months. 18. ACCUMULATED OTHER COMPREHENSIVE LOSS The components of accumulated other comprehensive loss at December 31, net of taxes, were as follows: Release of foreign currency translation relating to acquisition of non-controlling interest Translation adjustment related to change in functional currency Foreign currency translation adjustments 2013 178 $ (728) (6,308) (6,858) $ 2012 178 (728) (6,912) (7,462) $ $ 74 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) 19. RESEARCH AND DEVELOPMENT The components of research and development costs consist of the following: Gross research and development Government tax credits 2013 75,980 (2,868) 73,112 $ $ 2012 64,346 $ (2,561) 61,785 $ 2011 63,424 (2,521) 60,903 $ $ 20. RESTRUCTURING The following table provides the activity in the restructuring liability: Balance, beginning of year Expensed in year Disbursements Foreign exchange Balance, end of year Classification: Accounts payable and accrued liabilities By restructuring initiative: May 2009 Wavecom S.A. and prior Workforce Reduction 472 115 (548) 2 41 $ $ 2013 Facilities 182 56 (191) — 47 $ $ 41 $ 47 $ — 41 41 $ 47 — 47 $ $ $ $ $ Total 654 171 (739) 2 88 88 47 41 88 75 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) Balance, beginning of period Expensed in year Disbursements Adjustments Foreign exchange Balance, end of period Classification: Accounts payable and accrued liabilities Other long term obligations By restructuring initiative: September 2010 May 2009 Wavecom S.A. and prior April 2012 Workforce Reduction 625 $ 2,167 (2,340) (21) 41 472 $ 472 $ — 472 $ 433 $ — 39 472 $ $ $ $ $ $ $ 2012 Facilities 562 $ 84 (464) — — 182 $ 149 $ 33 182 $ — $ 182 — 182 $ Total 1,187 2,251 (2,804) (21) 41 654 621 33 654 433 182 39 654 In April 2012, we announced the closure of our Newark, California facility, effective December 31, 2012, to drive greater efficiency and leverage. Subsequently, our AirLink marketing, research and development, and customer support activities primarily transferred to the Richmond, British Columbia, facilities, and manufacturing operations transferred to our manufacturing partner in Suzhou, China. For the year ended December 31, 2013, we recorded $115 (December 31, 2012 - $1,980) in restructuring costs related to this initiative. The outstanding restructuring obligation was fully paid by July 31, 2013. September 2010 In September 2010, we implemented a new business unit structure that resulted in a reduction of our workforce by 60 employees. These reductions were substantially completed during the fourth quarter of 2010. For the year ended December 31, 2010, we recorded restructuring costs of $4,420 primarily related to severance and benefits associated with the terminated employees. The restructuring obligation was fully paid by December 31, 2012. 76 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) 21. OTHER INCOME (EXPENSE) The components of other income (expense) for the years ended December 31 were as follows: Gain (loss) on disposal of property, equipment, and intangibles Interest income Interest expense 2013 2012 10 $ (107) $ 237 (345) 108 (197) (98) $ (196) $ 2011 (40) 199 (124) 35 $ $ 22. EARNINGS (LOSS) PER SHARE The following table provides the reconciliation between basic and diluted earnings (loss) per share: Net loss from continuing operations Net earnings from discontinued operations Net loss attributable to non-controlling interest Net earnings (loss) attributable to the company Weighted average shares used in computation of: Basic Assumed conversion Diluted Basic and dilutive earnings (loss) per share attributable to the company’s common shareholders (in dollars): Continuing operations Discontinued operations 2013 (15,550) $ 70,588 — 2012 (4,202) $ 31,401 — 2011 (50,710) 21,338 (57) 55,038 $ 27,199 $ (29,315) 30,771 — 30,771 (0.50) 2.29 1.79 30,788 — 30,788 (0.14) 1.02 $ 0.88 $ 31,275 — 31,275 (1.62) 0.68 (0.94) $ $ $ As the Company incurred a loss, all equity awards were anti-dilutive and are excluded from the diluted weighted average shares. 23. SHARE CAPITAL On February 6, 2013, we received regulatory approval allowing us to purchase for cancellation up to 1,529,687 of our common shares by a normal course issuer bid (“the Bid”) on the Toronto Stock Exchange and NASDAQ Global Market. The Bid commenced on February 14, 2013 and terminated on February 13, 2014. During the year ended December 31, 2013, we purchased 510,439 common shares (year ended December 31, 2012 - 800,000 common shares) in the open market at an average price of $11.31 per share (year ended December 31, 2012 - $7.89 per share). The amount paid to acquire the shares over and above the average carrying value has been charged to retained earnings. 77 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) 24. STOCK-BASED COMPENSATION PLANS (a) Stock-based compensation expense: Cost of goods sold Sales and marketing Research and development Administration Continuing operations Discontinued operations Stock option plan Restricted stock plan (b) Stock option plan 2013 406 1,862 1,433 4,289 7,990 1,357 9,347 2,548 6,799 9,347 $ $ $ 2012 304 $ 1,149 1,341 2,987 5,781 932 6,713 $ 2,121 4,592 6,713 $ 2011 385 1,075 1,110 2,928 5,498 951 6,449 2,844 3,605 6,449 $ $ $ Under the terms of our Stock Option Plan (the “Plan”), our Board of Directors may grant options to employees, officers and directors. The maximum number of shares available for issue under the Plan is the lesser of 10% of the number of issued and outstanding common shares from time to time or 7,000,000 common shares. Based on the number of shares outstanding as at December 31, 2013, stock options exercisable into 1,572,198 common shares are available for future allocation under the Plan. The Plan provides that the exercise price of an option will be determined on the date of grant and will not be less than the closing market price of our stock at that date. Options generally vest over four years, with the first 25% vesting at the first anniversary date of the grant and the balance vesting in equal amounts at the end of each month thereafter. We determine the expiry date of each option at the time it is granted, which cannot be more than five years after the date of the grant. The fair value of share options was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate Annual dividends per share Expected stock price volatility Expected option life (in years) Estimated forfeiture rate Average fair value of options granted (in dollars) $ 2013 0.89% Nil 50% 4.0 3.5% 4.42 $ 2012 0.85% Nil 57% 4.0 3.5% 3.42 $ 2011 2.07% Nil 60% 4.0 3.5% 5.11 There is no dividend yield because we do not pay, and do not plan to pay, cash dividends on our common shares. The expected stock price volatility is based on the historical volatility of our average monthly stock closing prices over a period equal to the expected life of each option grant. The risk-free interest rate is based on yields from risk-free instruments with a term equal to the expected term of the options being 78 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) valued. The expected life of options represents the period of time that the options are expected to be outstanding based on historical data of option holder exercise and termination behavior. We estimate forfeitures at the time of grant and, if necessary, revise that estimate if actual forfeitures differ and adjust stock-based compensation expense accordingly. The following table presents stock option activity for the years ended December 31: Number of Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding, December 31, 2010 Granted Exercised Forfeited Outstanding, December 31, 2011 Granted Exercised Forfeited Outstanding, December 31, 2012 Granted Exercised Forfeited Outstanding, December 31, 2013 Options 2,259,728 658,452 (83,906) (536,399) 2,297,875 636,963 (85,051) (493,910) 2,355,877 642,025 (965,228) (495,088) 1,537,586 Cdn.$ U.S.$ In Years U.S.$ 12.51 10.88 6.06 13.91 12.11 7.85 5.16 17.58 9.89 11.92 8.81 15.14 10.37 12.54 10.89 6.19 13.97 11.86 7.82 5.12 17.42 9.96 11.22 8.29 14.25 9.76 2.4 7,878 2.5 2.5 417 705 297 735 5,425 3.1 22,164 The intrinsic value of outstanding stock options is calculated as the quoted market price of the stock at the balance sheet date, or date of exercise, less the exercise price of the option. The following table summarizes the stock options outstanding and exercisable at December 31, 2013: Range of Exercise Prices $3.98 – $7.99 U.S. $4.23 – $8.48 Cdn $8.00 – $10.51 U.S. $8.49 – $11.17 Cdn $10.52 – $11.05 U.S. $11.18 – $11.74 Cdn $11.06 – $11.87 U.S. $11.75 – $12.61 Cdn Number of Options 424,697 378,070 360,858 373,961 1,537,586 Options Outstanding Options Exercisable Weighted Average Remaining Option Life (years) Weighted Average Exercise Price Cdn.$ U.S.$ Number Of options Exercisable Weighted Average Exercise Price Cdn.$ U.S.$ 3.0 1.7 4.1 3.6 3.1 8.00 10.08 7.53 9.49 137,209 276,615 7.75 9.89 7.30 9.31 11.61 10.93 12,165 11.20 10.55 12.15 10.37 11.44 9.76 44,649 470,638 11.83 9.48 11.14 8.93 The options outstanding at December 31, 2013 expire between February 14, 2014 and May 16, 2018. 79 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) As at December 31, 2013, the unrecognized stock-based compensation cost related to the non-vested stock options was $3,641 (2012 — $3,836; 2011 — $3,969), which is expected to be recognized over a weighted average period of 2.5 years (2012 — 2.4 years; 2011 — 2.6 years). (c) Restricted share plans We have two market based restricted share unit plans: one for U.S. employees and one for all non-U.S. employees, and a treasury based restricted share unit plan (collectively, the “RSPs”). The RSPs further our growth and profitability objectives by providing long-term incentives to certain executives and other key employees and also encourage our objective of employee share ownership through the granting of restricted share units (“RSUs”). There is no exercise price or monetary payment required from the employees upon the grant of an RSU or upon the subsequent delivery of our common shares (or, in certain jurisdictions, cash in lieu at the option of the Company) to settle vested RSUs. The form and timing of settlement is subject to local laws. With respect to the treasury based RSP, the maximum number of common shares which the Company may issue from treasury is 1,000,000 common shares. With respect to the two market based RSPs, independent trustees purchase Sierra Wireless common shares over the facilities of the TSX and Nasdaq, which are used to settle vested RSUs. The existing trust funds are variable interest entities and are included in these consolidated financial statements as treasury shares held for RSU distribution. Generally, RSUs vest over three years, in equal one-third amounts on each anniversary date of the date of the grant. RSU grants to employees who are resident in France for French tax purposes will not vest before the second anniversary from the date of grant, and any shares issued are subject to an additional two year tax hold period. There were 1,415,922 unvested RSUs and 26,193 vested and not settled RSUs outstanding as at December 31, 2013. The intrinsic value of outstanding RSUs is calculated as the quoted market price of the stock at the balance sheet date, or date of vesting. 80 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) The following table summarizes the RSU activity for the years ended December 31: Outstanding, December 31, 2010 Granted Vested Forfeited Outstanding, December 31, 2011 Granted Vested Forfeited Outstanding, December 31, 2012 Granted Vested Forfeited Outstanding, December 31, 2013 Outstanding – vested and not settled Outstanding – unvested Outstanding, December 31, 2013 Weighted Average Remaining Contractual Life In years Aggregate Intrinsic Value U.S.$ 1.3 12,346 4,170 1.3 6,346 3,835 1.9 9,746 6,456 1.8 34,867 Number of RSUs Weighted Average Grant Date Fair Value U.S.$ Cdn.$ 6.81 10.83 11.10 8.54 8.94 7.89 7.67 9.09 8.71 12.09 9.54 9.74 10.59 6.83 10.84 11.11 8.43 8.43 7.89 7.67 9.00 8.68 11.38 8.98 9.17 9.98 827,991 486,343 (379,121) (31,184) 904,029 856,784 (499,038) (36,780) 1,224,995 843,592 (573,613) (52,859) 1,442,115 26,193 1,415,922 1,442,115 As at December 31, 2013, the total remaining unrecognized compensation cost associated with the RSUs totaled $8,058 (2012 — $5,950; 2011 — $4,176), which is expected to be recognized over a weighted average period of 1.8 years (2012 — 1.6 years; 2011 — 1.9 years). RSUs are valued at the market price of the underlying securities on the grant date and the compensation expense, based on the estimated number of awards expected to vest, is recognized on a straight-line basis over the three-year vesting period. Grants to French employees are expensed over a two-year vesting period. 25. NON-CONTROLLING INTEREST The non-controlling interest represents shares held by former Wavecom employees under their long-term incentive plan. The shares had vested, but were subject to a hold period for tax purposes. We had entered into a put/call agreement with these employees to purchase back the shares at €8.50 per share upon expiry of the tax hold period. Until that time, the shares were considered non-controlling interest. On June 8, 2011, the tax hold period expired on these vested shares. During the year ended December 31, 2013, no shares were acquired (year ended December 31, 2012 - 4,250 shares). The obligation for the remaining 500 shares at €8.50 per share has been recorded as at December 31, 2013 and is classified under accrued liabilities. 81 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) 26. FAIR VALUE MEASUREMENT (a) Fair value presentation An established fair value hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is available and significant to the fair value measurement. There are three levels of inputs that may be used to measure fair value: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, such as quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Inputs that are generally unobservable and are supported by little or no market activity and that are significant to the fair value determination of the assets or liabilities. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate their fair value due to the immediate or short-term maturity of these financial instruments. Short-term investments are recorded at fair value and their carrying value as at December 31, 2013 was $2,470 (December 31, 2012 — $nil). Our short-term investments are classified within Level 1 of the valuation hierarchy. Based on borrowing rates currently available to us for loans with similar terms, the carrying values of our obligations under capital leases, long-term obligations and other long-term liabilities approximate their fair values. On July 23, 2012, foreign currency forward exchange contracts for a notional US$56.3 million to acquire €45.0 million in connection with the acquisition of the M2M business of Sagemcom settled. For twelve months ended December 31, 2012, we realized a loss of $1,761, which is classified in Foreign exchange gain (loss) on these forward contracts. (b) Credit Facilities On October 31, 2013 we renewed our $10 million revolving term credit facility ("Revolving Facility") for a two year term which expires on October 31, 2015. The Revolving Facility with Toronto Dominion Bank and the Canadian Imperial Bank of Commerce is for working capital requirements, is secured by a pledge against all of our assets, and is subject to borrowing base limitations. Other terms of the Revolving Facility remain substantially unchanged. As at December 31, 2013, there were no borrowings under the Revolving Facility. (c) Letters of credit We have entered into a standby letter of credit facility agreement under which we have issued two performance bonds to third party customers in accordance with specified terms and conditions. At December 31, 2013, we had two Euro denominated performance bonds amounting to €50 thousand expiring in June 2014 (December 31, 2012 - €50 thousand) and no other performance bonds (December 31, 2012 - $176). The carrying value of these instruments approximate their fair market value. 82 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) 27. FINANCIAL INSTRUMENTS Financial Risk Management Financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities. We have exposure to the following business risks: We maintain substantially all of our cash and cash equivalents with major financial institutions or invest in government instruments. Our deposits with banks may exceed the amount of insurance provided on such deposits. We outsource manufacturing of our products to third parties and, accordingly, we are dependent upon the development and deployment by third parties of their manufacturing abilities. The inability of any supplier or manufacturer to fulfill our supply requirements could impact future results. We have supply commitments to our contract manufacturers based on our estimates of customer and market demand. Where actual results vary from our estimates, whether due to execution on our part or market conditions, we are at risk. Financial instruments that potentially subject us to concentrations of credit risk are primarily accounts receivable. We perform on-going credit evaluations of our customer’s financial condition and require letters of credit or other guarantees whenever deemed appropriate. Although a significant portion of our revenues are in U.S. dollars, we incur operating costs and have obligations related to our facilities restructuring that are denominated in other currencies. Fluctuations in the exchange rates between these currencies could have a material impact on our business, financial condition and results of operations. We are generating and incurring an increasing portion of our revenue and expenses, respectively, outside of North America including Europe, the Middle East and Asia. To manage our foreign currency risks, we may enter into foreign currency forward and options contracts should we consider it to be advisable to reduce our exposure to future foreign exchange fluctuations. As at December 31, 2013 and 2012, we had no such contracts in place. We are subject to risks typical of an international business including, but not limited to, differing economic conditions, changes in political climate, differing tax structures other regulations and restrictions and foreign exchange rate volatility. Accordingly, our future results could be materially affected by changes in these or other factors. 83 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) 28. COMMITMENTS AND CONTINGENCIES (a) Operating leases We have entered into operating leases for property and equipment. The minimum future payments under various operating leases for our continuing operations in each of the years ended December 31 is as follows: 2014 2015 2016 2017 2018 Subsequent years $ 5,032 4,164 3,970 3,782 3,672 7,298 $ 27,918 (b) Contingent liability on sale of products (i) (ii) (iii) Under license agreements, we are committed to make royalty payments based on the sales of products using certain technologies. We recognize royalty obligations as determinable in accordance with agreement terms. Where agreements are not finalized, we have recognized our current best estimate of the obligation. When the agreements are finalized, the estimate will be revised accordingly. We are a party to a variety of agreements in the ordinary course of business under which we may be obligated to indemnify a third party with respect to certain matters. Typically, these obligations arise as a result of contracts for sale of our products to customers where we provide indemnification against losses arising from matters such as potential intellectual property infringements and product liabilities. The impact on our future financial results is not subject to reasonable estimation because considerable uncertainty exists as to whether claims will be made and the final outcome of potential claims. To date, we have not incurred material costs related to these types of indemnifications. In March 2004, we entered into an agreement with the Government of Canada’s Technology Partnerships Canada (“TPC”) program, under which we were eligible to receive conditionally repayable research and development funding up to Cdn. $9,540 to support the development of a range of third generation wireless technologies. Under the terms of the agreement, all or part of the contribution was repayable upon the occurrence of certain prescribed events of default. In March 2009, we signed an amended agreement under which we will repay a total of Cdn. $2,500, with payments due on March 1 for each of the next five years beginning March 1, 2009, in full and final satisfaction of all amounts owing, or to be owed, to TPC under this agreement. During the year ended December 31, 2013, we made the final payment of Cdn. $500. 84 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) (iv) We accrue product warranty costs, when we sell the related products, to provide for the repair or replacement of defective products. Our accrual is based on an assessment of historical experience and on management’s estimates. An analysis of changes in the liability for product warranties follows: Balance, beginning of year Provisions Expenditures Liability held for sale Balance, end of year (c) Other commitments 2013 4,169 $ 7,368 (5,676) — 5,861 $ 2012 4,537 9,399 (8,178) (1,589) 4,169 $ $ We have entered into purchase commitments totaling approximately $77,708 net of related electronic components inventory of $2,155 (December 31, 2012 — $54,850, net of electronic components inventory of $7,697), with certain contract manufacturers under which we have committed to buy a minimum amount of designated products between January 2014 and March 2014. In certain of these agreements, we may be required to acquire and pay for such products up to the prescribed minimum or forecasted purchases. (d) Legal proceedings We are from time to time involved in litigation, certain other claims and arbitration matters arising in the ordinary course of our business. We accrue for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. These accruals are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and technical experts and other information and events pertaining to a particular matter. To the extent there is a reasonable possibility (within the meaning of ASC 450, Contingencies) that the losses could exceed the amounts already accrued for those cases for which an estimate can be made, management believes that the amount of any such additional loss would not be material to our results of operations or financial condition. In some instances, we are unable to reasonably estimate any potential loss or range of loss. The nature and progression of litigation can make it difficult to predict the impact a particular lawsuit will have on the company. There are many reasons why we cannot make these assessments, including, among others, one or more of the following: in the early stage of a proceeding, the claimant is not required to specifically identify the patent that has allegedly been infringed; damages sought that are unspecified, unsupportable, unexplained or uncertain; discovery not having been started or being incomplete; the complexity of the facts that are in dispute (e.g., once a patent is identified, the analysis of the patent and a comparison to the activities of the company is a labor-intensive and highly technical process); the difficulty of assessing novel claims; the parties not having engaged in any meaningful settlement discussions; the possibility that other parties may share in any ultimate liability; and the often slow pace of patent litigation. We are required to apply judgment with respect to any potential loss or range of loss in connection with litigation. While we believe we have meritorious defenses to the claims asserted against us in our 85 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) currently outstanding litigations, and intend to defend ourselves vigorously in all cases, in light of the inherent uncertainties in litigation there can be no assurance that the ultimate resolution of these matters will not significantly exceed the reserves currently accrued by us for those cases for which an estimate can be made. Losses in connection with any litigation for which we are not presently able to reasonable estimate any potential loss or range of loss could be material to our results of operations and financial condition. In November 2013, we filed a complaint against Nokia Corporation in the EU Commission for breach of Article 102 of the European Union Treaty. The complaint alleges that Nokia Corporation abuses a dominant position, discriminates, applies unfair royalties and wrongfully refuses to grant a license to Sierra Wireless in the context of Nokia's essential patents licensing program. We also believe that Nokia Corporation violates section 5 of the FTC Act (United States) and have sent a notice to the Federal Trade Commission (FTC) setting out these violations. The EU Commission and FTC are each currently reviewing the materials we have submitted to them. On January 6 2014, we received notice from the International Chamber of Commerce of arbitration proceedings launched by Nokia Corporation against Sierra Wireless, for alleged unpaid royalties of approximately $29 million. We believe Nokia's arbitration claims are without legal merit, and we will defend ourselves vigorously. Nonetheless, an unfavorable outcome could have a material adverse effect on our operating results, liquidity or financial position. In December 2012, Concinnitas LLC filed a patent infringement lawsuit in the United States District Court for the Eastern District of Texas asserting patent infringement by us. The lawsuit makes allegations concerning AirCard products. In September 2013, a mutually agreeable confidential settlement was entered into by the parties which will not have a material adverse effect on our operating results. The lawsuit was subsequently dismissed with prejudice. In April 2012, a patent holding company, Cell and Network Selection, LLC (“CNS”), filed a patent infringement lawsuit in the United States District Court for the District of Texas asserting patent infringement by us and our customer. In May 2013, this lawsuit was dismissed upon motion of CNS and a new lawsuit was filed by CNS in the same court. The lawsuit makes certain allegations concerning the LTE products sold by us, including the mobile hotspots and USB modems sold by us to AT&T prior to the transfer of the AirCard business to Netgear. In September 2013, a mutually agreeable confidential settlement was entered into by the parties which will not have a material adverse effect on our operating results. The lawsuit was subsequently dismissed with prejudice. In January 2012, a patent holding company, M2M Solutions LLC ("M2M"), filed a patent infringement lawsuit in the United States District Court for the District of Delaware asserting patent infringement by us and our competitors. The lawsuit makes certain allegations concerning the AirPrime embedded wireless module products, related AirLink products and related services sold by us for use in M2M communication applications. The lawsuit is in the discovery stage. The claim construction order has determined one of the two patents-in-suit to be indefinite and therefore invalid. Trial is anticipated to occur in September 2014. In February 2014, we filed a declaratory judgment action in the same court seeking a declaration of non-infringement with respect to a recently issued patent held by M2M, which patent is a continuation of the patents-in-suit in the original lawsuit filed against us by M2M. In September 2011, a patent holding company, Wi-Lan, Inc., filed a patent infringement lawsuit in the United States District Court for the Eastern District of Texas asserting patent infringement by a number of parties, including us. The lawsuit makes certain allegations concerning the wireless communication 86 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) products sold by us. In September 2012, the lawsuit was consolidated with another lawsuit commenced by Wi-Lan in the Eastern District of Texas concerning the same patents. In December 2012, Wi-Lan filed additional patent litigation lawsuits in the United States District Court for each of the Eastern District of Texas and the Southern District of Florida asserting patent infringement by us of additional patents not included in the first Wi-Lan suit. The lawsuit in the Southern District of Florida was transferred to the Southern District of California. The second lawsuit in the Eastern District of Texas had not yet been scheduled for trial; however certain claims in the patent-in-suit (US Patent No. 6,381,211) were recently found to be invalid, as well as not infringed, by a jury in a similar case in this district involving Wi-Lan as plaintiff and Ericsson Inc., Alcatel-Lucent USA Inc., HTC Corporation and Sony Mobile Communications as defendants. In October 2013, a mutually agreeable confidential settlement was entered into by the parties to resolve all pending lawsuits, which will not have a material adverse effect on our operating results. In May 2010 and in February 2011, a patent holding company, Golden Bridge Technology Inc. (“GBT”), filed patent infringement lawsuits in the United States District Court for the District of Delaware asserting patent infringement of the same two patents by a number of parties, including us and certain of our customers. In both cases, the litigation makes certain allegations concerning the wireless modems sold by us and our competitors. Both lawsuits have been stayed against all defendants except Apple Inc. ("Apple"), pending the outcome of the first case against Apple in Delaware. In April 2013, the Court of Delaware issued its claim construction order, as well as an order granting Apple's motion for summary judgment on non-infringement and denying Apple's motion for summary judgment on invalidity. These orders have been appealed by GBT to the US Court of Appeals for the Federal Circuit. In May 2012, GBT filed a patent infringement lawsuit in the United States District Court for the Central District of California asserting patent infringement by us of a different patent from the other two lawsuits, but concerning essentially the same products. In September 2012, this lawsuit was dismissed in the Central District of California and re-filed in the District of Delaware. This lawsuit has been stayed against us pending the outcome of the case against Apple with respect to the same patent, which is set for trial in the Central District of California in May 2014. A claim construction order was issued in this case in June 2013. In July 2009, a patent holding company, SPH America, LLC, filed a patent infringement lawsuit in the United States District Court for the Eastern District of Virginia asserting patent infringement by a number of device manufacturers, including us, and computer manufacturers, including certain of our customers. In January 2013, a mutually agreeable confidential settlement was entered into by the parties which will not have a material adverse effect on our operating results. The lawsuit was subsequently dismissed with prejudice. Although there can be no assurance that an unfavorable outcome would not have a material adverse effect on our operating results, liquidity or financial position, we believe the claims made in the foregoing legal proceedings are without merit and intend to defend ourselves and our products vigorously in all cases. 87 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) IP Indemnification Claims We have been notified by one or more of our customers in each of the following matters that we have an obligation to indemnify them in respect of the products we supply to them: In May 2013, a patent holding company, Adaptix, Inc., filed a patent infringement lawsuit in the United States District Court for the Eastern District of Texas against one of our customers asserting patent infringement in relation to our customer’s products, which may include certain LTE products which utilize modules sold to them by us. The lawsuit is in the early stages. In January 2013, a patent holding company, Steelhead Licensing LLC, filed a patent infringement lawsuit in the United States District Court for the District of Delaware against one of our customers asserting patent infringement in relation to our customer’s products and services, including the mobile hotspot devices sold to them by us prior to the transfer of the AirCard business to Netgear. In March 2013, we advised our customer that we had been granted a license with respect to the patents-in-suit, which license covers any of our products sold by our customers (including this customer). We believe this outcome will not have a material adverse effect on our operating results. In February 2012, a patent holding company, Intellectual Ventures (comprised of Intellectual Ventures I LLC and Intellectual Ventures II LLC), filed a patent infringement lawsuit in the United States District Court for the District of Delaware against two of our customers asserting patent infringement in relation to several of our customer’s products and services, including the mobile hotspots sold to them by us prior to the transfer of the AirCard business to Netgear. The lawsuit was split into several separate lawsuits and amended complaints were filed in October 2013. The lawsuits are in the early stages, and we are negotiating a stipulation of intervention in two cases with the plaintiff. In September 2011, a patent holding company, Mayfair Wireless, LLC, filed a patent infringement lawsuit in the United States District Court for the District of Delaware against two of our customers asserting patent infringement in relation to the wireless hotspots sold to them by us prior to the transfer of the AirCard business to Netgear. In October 2013, the plaintiff objected to the Magistrate’s report and recommendation that the Court grant the defense motion to dismiss for lack of subject matter jurisdiction; therefore, the matter is currently being reviewed by the District Court Judge. In June 2011, Barnes and Noble, Inc. filed a declaratory judgment action in the United States District Court for the Northern District of California against LSI Corporation (and later added Agere Systems, Inc.) (collectively, “LSI”), seeking a declaration that certain patents were not infringed by their products, including the 3G Nook e-reader which incorporates wireless modules sold to them by us. LSI counterclaimed for patent infringement. There are currently 9 patents-in-suit, two of which relate to the 3G products which incorporate our modules. The lawsuit is currently in the discovery phase and the claim construction hearing is anticipated to occur in March 2014. A patent holding company, Eon Corp. IP Holdings, LLC ("Eon"), filed a patent infringement lawsuit against one of our customers in October 2010 in the United States District Court for the Eastern District of Texas, which was subsequently transferred to the United States District Court for the Northern District of California. A claim construction order was issued in July 2013, and this case is scheduled for trial in October 2014. Eon filed a patent litigation lawsuit against another of our customers in January 2012 in the United States District Court for the District of Puerto Rico, which has been transferred in part to the District of Delaware with respect to claims related to one of the three 88 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) patents-in-suit. A claim construction hearing was held in the Puerto Rico case in November 2013 and in the Delaware case in January 2014. In all the above Eon cases, assertions of patent infringement are being made in relation to the wireless modems sold to our customers by us prior to the transfer of the AIRCard business to Netgear. Although there can be no assurance that an unfavorable outcome would not have a material adverse effect on our operating results, liquidity or financial position, we believe the claims made in the foregoing legal proceedings are without merit and intend to defend ourselves and our products vigorously in all cases. We are engaged in certain other claims, legal actions and arbitration matters, all in the ordinary course of business, and believe that the ultimate outcome of these claims, legal actions and arbitration matters will not have a material adverse effect on our operating results, liquidity or financial position. 29. SEGMENTED INFORMATION The Company sold substantially all of the assets and operations related to its AirCard business on April 1, 2013 (note 7). During the fourth quarter of 2013, we acquired substantially all of the M2M embedded module and modem business of AnyDATA Corporation and recently announced that we have entered into an agreement to acquire In Motion Technology. We have reevaluated our segmentation and determined that we have two reportable segments. • • OEM Solutions Enterprise Solutions The segmented information for the years ending December 31, 2012 and December 31, 2011 have been reclassified to conform to the segments presented in 2013. As we do not evaluate the performance of our operating segment based on segment assets, management does not classify asset information on a segmented basis. Despite the absence of discrete financial information we do measure our revenue based on other forms of categorization such as by the geographic distribution in which our products are sold. 89 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) REVENUE BY SEGMENT Revenue Cost of goods sold Gross margin Gross margin % Expenses Loss from operations Total assets Revenue Cost of goods sold Gross margin Gross margin % Expenses Loss from operations Total assets Revenue Cost of goods sold Gross margin Gross margin % Expenses Loss from operations Total assets Year ended December 31, 2013 OEM Solutions 382,016 Enterprise Solutions 59,844 $ $ 266,867 115,149 30.1% 29,352 30,492 51.0% $ $ $ $ $ $ $ $ Year ended December 31, 2012 OEM Solutions 346,543 246,284 100,259 28.9% Enterprise Solutions 50,778 25,763 25,015 49.3% $ $ $ $ $ $ Year ended December 31, 2011 OEM Solutions 290,463 210,138 80,325 27.7% Enterprise Solutions 42,712 21,297 21,415 50.1% $ $ $ $ $ $ Total 441,860 296,219 145,641 33.0% 163,305 (17,664) 512,000 Total 397,321 272,047 125,274 31.5% 147,480 (22,206) 464,763 Total 333,175 231,435 101,740 30.5% 155,993 (54,253) 422,887 90 SIERRA WIRELESS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of U.S. dollars, except where otherwise stated) REVENUE BY GEOGRAPHICAL REGION Americas Europe, Middle East and Africa Asia-Pacific 2013 135,560 $ 91,839 214,461 441,860 $ 2012 101,240 $ 79,904 216,177 397,321 $ 2011 83,890 90,724 158,561 333,175 $ $ PROPERTY AND EQUIPMENT BY GEOGRAPHICAL REGION Americas Europe, Middle East and Africa Asia-Pacific 30. SUBSEQUENT EVENT 2013 9,584 $ 8,686 3,712 2012 8,169 8,580 3,290 21,982 $ 20,039 $ $ On January 26, 2014 we entered into a definitive agreement to acquire all the shares of In Motion Technology ("In Motion") for $21 million. The acquisition is expected to close in early March 2014 and is subject to certain post-closing adjustments. In Motion is a leader in mobile enterprise networks that provide customers with fleets in mission critical environments with a secure, managed end-to-end communications system. In Motion's solutions are used by public safety, transit and utility fleets across the US and Canada. This acquisition further strengthens our leadership position in M2M and will broaden our Enterprise Solutions segment product portfolio. 91 (This page intentionally left blank) (This page intentionally left blank) Executive Officers Jason W. Cohenour President and Chief Executive Officer David G. McLennan Chief Financial Officer and Secretary Philippe Guillemette Chief Technology Officer Bill G. Dodson Senior Vice President, Operations A. Daniel Schieler Senior Vice President and General Manager, OEM Solutions Emmanuel Walckenaer Senior Vice President and General Manager, Enterprise Solutions Pierre Teyssier Senior Vice President, Engineering Jason L. Krause Senior Vice President, Corporate Development and Marketing Directors Gregory D. Aasen (3) Corporate Director Robin A. Abrams (1) Corporate Director Paul G. Cataford (1), (2) Corporate Director Charles E. Levine (1), (2), (3) Chairman of the Board Thomas Sieber (1) Corporate Director Kent Thexton (3) Corporate Director Jason W. Cohenour President and Chief Executive Officer Sierra Wireless, Inc. (1) Audit Committee (2) Governance and Nominating Committee (3) Human Resources Committee General Counsel Transfer Agent Blake, Cassels & Graydon LLP Computershare Investor Services Inc. Vancouver, BC Vancouver, BC US Counsel Share Information Skadden, Arps, Slate, Meagher & Flom LLP Toronto, Ontario Intellectual Property Lawyers Nixon Peabody LLP Palo Alto, California Auditors KPMG LLP Vancouver, BC The common shares of Sierra Wireless, Inc. are listed for trading under the symbol SW on The Toronto Stock Exchange and under SWIR on The Nasdaq Global Market. Annual General Meeting The Annual General Meeting for the shareholders of Sierra Wireless, Inc. will be held on May 22, 2014 at 3:00 p.m. (Pacific) at the Company's head office in Richmond, British Columbia. Head Office Sierra Wireless, Inc. 13811 Wireless Way Richmond British Columbia Canada V6V 3A4 Telephone :: 604 231 1100 Facsimile :: 604 231 1109 Website :: www.sierrawireless.com 

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