**EXHIBIT 1.3**

 

**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, 2010, and up to and including March 18, 2011.  This MD&A should be read together with our audited consolidated financial statements and the accompanying notes for the year ended December 31, 2010 (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”.*

 

*Additional information related to Sierra Wireless, Inc., including our consolidated financial statements and our Annual Information Form, may be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.*

 

**Overview**

 

We provide leading edge wireless solutions for the machine-to-machine (“M2M”) and mobile computing markets. We develop and market a range of products that include wireless modems for mobile computers, embedded modules and software for original equipment manufacturers (“OEMs”), intelligent wireless gateway solutions for industrial, commercial and public safety applications, and an innovative platform for delivering device management and end-to-end application services. We also offer professional services to OEM customers during their product development and launch process, leveraging our expertise in wireless design, software, integration and certification to provide built-in wireless connectivity for mobile computing devices and M2M solutions. Our products, services and solutions connect people, their mobile computers and machines to wireless voice and mobile broadband networks around the world.

 

We believe that the markets for mobile broadband connectivity and wireless M2M solutions have strong growth prospects.  We believe that the key growth enablers for these markets include the continued deployment and upgrade of mobile broadband networks around the world, growth in the number and type of devices being wirelessly connected, growing strategic focus on M2M services by wireless operators and expanding end customer awareness of the availability of such services and their benefits.

 

Our acquisition and successful integration of Wavecom S.A. (“Wavecom”), a global leader in wireless M2M solutions headquartered in Issy-les-Moulineaux, France, on February 27, 2009, has enhanced our product and service offering in the global M2M market by adding highly sophisticated wireless module platforms and solutionswhich integrate all of the necessary software and hardware on embedded devices that can be used for a wide variety of applications.  The result of the combination of Sierra Wireless and Wavecom is a global leader that is uniquely positioned to benefit from the anticipated growth in the wireless M2M and mobile computing markets.  The acquisition has significantly expanded and diversified our position in the global M2M market, broadened our product offerings and increased our scale and capabilities in Europe and Asia.

 

Our expanded line-up of M2M wireless solutions is used by a wide range of OEMs and enterprises to wirelessly enable their products and solutions.  Our M2M customers cover a broad range of industries, including consumer electronics, networking equipment, automotive, energy, security, sales and payment, industrial control and monitoring, fleet management, field service and healthcare.

 

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Our mobile computing products are used by businesses and consumers to enable mobile broadband access to the Internet, e-mail, remote databases and corporate and consumer applications.

 

We sell our products primarily through indirect channels including wireless operators, OEMs, distributors and value added resellers.

 

On December 2, 2008, we announced an all-cash offer to purchase all of the ordinary shares and OCEANEs convertible bonds (“OCEANEs”) of Wavecom.  The total value of the transaction was approximately €218.0 million and was comprised of cash consideration of €8.50 per share of Wavecom and €31.93 per OCEANE.  The transaction was implemented by way of concurrent but separate public tender offers in both France and the United States.

 

On February 27, 2009, we completed our acquisition of 84.32% of the outstanding shares and 99.97% of the outstanding OCEANEs of Wavecom, representing 90.57% of the voting rights of Wavecom.  Following a statutory re-opening of the tender offer and our purchase of Wavecom shares on the market, we increased our ownership of the voting rights of Wavecom from 90.57% to 95.4% and, on April 29, 2009, completed our acquisition of all of the remaining Wavecom shares, except for certain shares held by employees that are subject to a hold period, and OCEANEs by way of a squeeze-out.  The Wavecom shares and OCEANEs have been delisted from the Euronext and the American Depository Shares have been delisted from the Nasdaq.

 

On January 29, 2009, prior to the acquisition of Wavecom, we implemented an expense reduction program that was completed during the first quarter of 2009 and included the elimination of 56 positions, representing 10% of our workforce.  In the first quarter of 2009, we incurred a pre-tax charge of approximately $1.6 million related to the program, which included $0.5 million of stock-based compensation expense.

 

Also prior to our acquisition of Wavecom, Wavecom implemented a cost savings program and reorganization.  The first portion of this plan, related to its operations in the United States, began in late 2008.  In the second quarter of 2009, the staff reduction program in France related to this reorganization was implemented.  A total of 77 positions in France were impacted, and all of these positions were phased out by September 30, 2010.  On May 15, 2009, we announced further cost reduction initiatives related to the integration of Wavecom and Sierra Wireless that included combining the research and development (“R&D”) and product operations of both organizations.  As a result, the Wavecom location in Research Triangle Park, North Carolina, was closed in the fourth quarter of 2009.  R&D activities from this location were transitioned primarily to the Sierra Wireless location in Carlsbad, California.  In 2010, we included an additional provision for costs of the leased North Carolina location, costs related to subleasing a portion of the Issy-les-Moulineaux location, as well as costs of additional employees in Europe who were terminated.  In 2010, restructuring costs related to this program were $3.2 million, including $0.1 million of stock-based compensation expense, compared to $19.0 million in 2009, including $0.4 million of stock-based compensation expense.

 

On September 23, 2010, we implemented a new organizational structure designed to sharpen our focus on distinct market opportunities and accelerate profitable growth.  The new organizational structure establishes three business units — M2M Embedded Solutions, Mobile Computing, and Solutions & Services.  Dedicated sales, marketing and R&D functions within each business unit bring teams closer to their customers.  Common wireless platforms, an integrated supply chain, and a strong global presence provide leverage and highly competitive scale.  Concurrent with the implementation of the new organizational structure, 60 full time positions, representing approximately 6% of our global workforce, were eliminated as a result of expected improved operating efficiencies.  These reductions were substantially completed during the fourth quarter of 2010 and are expected to result in an operating expense reduction of approximately $1.0 million per quarter.  However, investments to support new growth opportunities are expected to offset these expense reductions.  In 2010, we incurred a pre-tax charge of $4.4 million for severance and other costs related to this program, which included $0.5 million of stock-based compensation expense.

 

Key factors that we expect will affect our results in the near term are general economic conditions in the markets we serve, seasonality in demand, the relative competitive position our products have within the wireless operators’ sales channels in any given period, the availability of components from key suppliers, timing of deployment of mobile broadband networks by wireless operators, wireless technology transitions, the rate of adoption by end-users, the timely launch and ramp up of sales of our new products currently under development, the level of success our OEM customers achieve with sales of embedded solutions to end users and our ability to secure future design wins with both existing and new OEM customers. We expect that product and price competition from other wireless

 

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communications device manufacturers will continue to be intense.  As a result of these factors, we may experience volatility in our results on a quarter to quarter basis.

 

We expect Q1 2011 revenue to decline by approximately $25.0 million compared to Q4 2010 as a result of lower AirCard sales due to product transitions with some operator customers, lower embedded module sales to a single large consumer M2M customer and normal seasonal fluctuations.

 

**M2M Business**

 

Our M2M business includes our AirPrime Wireless Embedded Modules (excluding sales to PC OEMs), AirLink Intelligent Gateways and Routers and AirVantageTM M2M Cloud Platform.  Our M2M revenue was $332.4 million in 2010, compared to $216.5 million in 2009, an increase of $115.9 million or 54%.

 

We believe that the market for our M2M products continues to offer profitable growth opportunities.  The M2M market is competitive and our future success will depend in part on our ability to continue to develop differentiated products and services that meet our customers’ evolving technology, design, schedule and price requirements.

 

**AirPrimeTM Wireless Embedded Modules (excludes PC OEM embedded modules)**

 

With the acquisition of Wavecom, we have significantly expanded our global position in wireless embedded solutions for M2M.  Our expanded line-up of AirPrime Wireless Embedded Modules is used by a wide range of OEMs to wirelessly enable their products and solutions.  Our M2M OEM customers cover a broad range of industries including consumer electronics, networking equipment, automotive, energy, security, sales and payment, industrial control and monitoring, fleet management, field service and healthcare.

 

Our growth in the embedded M2M market has been strong due primarily to our acquisition of Wavecom and the expansion of sales of our M2M products into additional segments and regions.  We believe that there are long-term growth and profitability prospects in the embedded M2M market and we plan to continue to invest to expand our leadership position.

 

In 2010, sales of our M2M embedded module products increased 62% to $274.5 million, compared to $169.2 million in 2009, primarily as a result of strong contribution from sales to consumer, sales and payment, networking, energy and automotive OEM customers.  Sales of M2M embedded modules for consumer e-book reader applications were approximately 24% of M2M embedded module product sales in 2010.

 

During 2010, we introduced several new products, including a suite of new AirPrime MC Series embedded modules designed for LTE networks, enabling manufacturers to take advantage of the latest generation of high-speed mobile networks, which deliver up to 100 megabits per second (“Mbps”) download speeds and 50 Mbps upload speeds.  We secured design wins for our new LTE modules and shipped small sample volumes in 2010.  The AirPrime MC7750 module supports LTE, EV-DO and HSPA+ networks, while the AirPrime MC7700 and MC7710 modules support LTE and HSPA+ in different frequency bands.

 

In 2010, we also introduced the industry’s first suite of embedded wireless modules designed specifically for automotive manufacturers — setting a new standard for “automotive-grade” wireless modules.  The new Sierra Wireless AirPrimeTM AR Series intelligent embedded modules are based on more than a decade of experience in meeting the needs of automotive customers. They are the first wireless modules designed and developed from the ground up to achieve the highest level of compliance with automotive specifications, providing an unmatched level of quality and performance under harsh operating conditions. We have multiple design wins for the AirPrime AR Series with leading automotive manufacturers.  We expect commercial shipments of these modules to begin in mid-2011.

 

We launched and began shipping our new AirPrime SL Series intelligent embedded modules. Designed to suit the needs of manufacturers of small host devices in high-volume production, such as e-book readers, personal navigation devices and gaming devices, the Sierra Wireless AirPrime SL Series offers HSPA and EDGE connectivity in a compact, lightweight form factor.  Our AirPrime SL6087 EDGE wireless module won the GSM Association award for Best 2G Module.

 

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During 2010, we began shipping our new AirPrime MC8801, designed for HSPA+ Dual Carrier networks with peak network downlink speeds of 42 Mbps.  To provide a more cost effective alternative for manufacturers that do not require the top speed, our new AirPrime MC8704 and AirPrime MC8705 intelligent embedded modules for HSPA+ networks are expected to be available in early 2011.

 

We also began shipping our new AirPrime XM0110 GPS Module, which provides easy-to-use and optimized GPS feature integration for wireless applications requiring location information.  PFK Electronics (Pty) Ltd. (“PFK”), a designer and manufacturer of automotive security products in South Africa, is integrating this product into a series of products for fleet management, asset tracking and stolen vehicle recovery.

 

During 2010, several of our customers selected our Sierra Wireless AirPrime WMP100, which combines embedded processor capability and wireless connectivity in a single device, to integrate into their wireless solutions.  EDMI Limited (“EDMI”), based in Singapore, integrated our AirPrime WMP100 intelligent embedded module into its electronic energy meter to enable EDMI customers to control power consumption and read meters in real time.  Together, PFK and inthinc, inc., a company focused on developing solutions to positively impact driver behavior, are also using our AirPrime WMP100 to enhance road safety by ensuring their devices can reliably connect to central systems in real time.  And, A.P. Systems, an Italian supplier of information and communication technology to utilities and public administrations, selected our AirPrime WMP100 and Open AT application framework to provide wireless connectivity in its smart wireless multi-metering solution.

 

Our Sierra Wireless AirPrime Q series is designed for rapid mounting due to its industrial grade board-to-board connector, and brings scalability, allowing a single product design that can communicate on any cellular protocol, anywhere in the world. TomTom Automotive (“TomTom”) selected the Sierra Wireless AirPrime Intelligent Embedded Modules to provide cellular connectivity to TomTom’s integrated navigation systems for Renault and Mazda.  Aisino Corporation also selected the Sierra Wireless AirPrime Q2686 for integration into its network billing machine deployments in China.  RS TechMedic BV, a medical technology provider in the Netherlands, is using the Sierra Wireless AirPrime Q2687 EDGE wireless module in its multi-purpose remote patient monitoring device used by health care professionals.  We also launched our new Sierra Wireless AirPrime Q2668 intelligent embedded module with China Mobile for use on its TD-SCDMA network.

 

Additionally, we collaborated with HARMAN, a leading global audio and infotainment group, to lead the automotive industry in innovations to bring 4G LTE broadband connectivity to automotive customers.

 

**AirLinkTM Intelligent Gateways and Routers**

 

Our AirLink Intelligent Gateways and Routers are sold to public safety, transportation, field service, energy, industrial and financial organizations, and are among our highest gross margin products.  We continue to believe that there are profitable growth prospects for our AirLink intelligent solutions and we intend to capture these opportunities through segment, product line and geographical expansion.

 

In 2010, revenue from AirLink Intelligent Gateways and Routers increased 19% to $48.6 million from $41.0 million in 2009 primarily due to growth in North America and expansion in Europe and Asia.

 

In the fourth quarter of 2010, the San Jose Police Department selected the Feeney Wireless solution that integrates the Sierra Wireless AirLink 3G gateway and allows officers to submit citations and gain immediate access to critical law enforcement data directly from their vehicles.  Together with Accel Networks, we also announced a joint marketing agreement to deliver secure, reliable wireless solutions for customers deploying retail transaction and networking applications.

 

In the third quarter of 2010, Itron selected the Sierra Wireless AirLinkTM Raven X and Raven XE Intelligent M2M Gateways to provide the primary cellular connection in its new CCU 100, a key component of its ChoiceConnect fixed network platform. Through a joint marketing agreement, the two companies have also agreed to leverage their combined marketing and sales resources to co-market the solution to utility customers.  During the third quarter of 2010, we also collaborated with Pulse Energy, a provider of building energy management solutions, to deliver cellular deployments that enable customers to more efficiently monitor and manage energy usage.  During the third quarter, we began shipping our Raven XE platforms with quad-band HSPA support.

 

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During the second quarter of 2010, together with NetMotion Wireless, a provider of secure mobile productivity and management software, we announced a joint marketing agreement to deliver combined mobile data solutions for emergency first responders and utility workers.  Our AirLink in-vehicle GPS gateways and routers now support Garmin’s Fleet Management Interface, which simplifies the integration of AirLink gateways with Garmin’s personal navigation devices used in conjunction with dispatch or automatic vehicle location systems.  During the second quarter of 2010, we began shipping our Sierra Wireless AirLink MP895.

 

During the first quarter of 2010, together with Prumaro d.o.o. and local integrator Telos d.o.o., we announced the deployment of Prumaro’s GEM interactive digital signage application, powered by our AirLink Pinpoint X mobile communications gateway in public buses and kiosks throughout Slovenia’s capital of Ljubljana.

 

**AirVantageTM M2M Cloud Platform**

 

Our AirVantage M2M cloud platform provides solutions and services that enable application providers, OEMs and telecom operators to accelerate the deployment of complete M2M solutions for managing remote equipment and assets.  These solutions are based on tools that facilitate the development and delivery of applications that are hosted on our AirVantage services platform.  Our services platform is scalable, secure and compatible with a broad range of available wireless equipment.

 

During the fourth quarter of 2010, TELUS selected the Sierra Wireless AirVantage M2M cloud platform to provide service management for connected devices.  Under a multi-year strategic agreement, TELUS will integrate the Sierra Wireless AirVantage M2M cloud platform into its network operations to provide M2M customers with online access to a comprehensive suite of M2M service creation, delivery and management capabilities, making it simpler and faster to bring M2M services to market and opening new service opportunities.

 

During the third quarter of 2010, NURI Telecom, a South Korean company specializing in next generation automatic meter reading solutions, selected our AirPrime Q2686 intelligent embedded module to integrate into its advanced meter reading solution and will also use our AirVantage Management Services for AirPrime to remotely monitor, manage and upgrade application software and firmware on the devices once they are in the field.

 

During the second quarter of 2010, we added important new features to the platform, achieved key customer deployment milestones and secured new solution design wins in the energy management and outdoor advertising segments.

 

During the first quarter of 2010, we signed a services contract with IBM to host a new services platform dedicated to our software as a service M2M offering.  The new hosting facility is expected to support a growing number of North American customers, including Orbcomm Inc., which is live on the platform.  We announced a new Consumer Device Management application for the Sierra Wireless AirVantage M2M Cloud Platform that offers wireless network operators and M2M solution providers a simple, cost effective way to deploy and manage mass market consumer devices.  In addition, together with the French wireless network operator Bouygues Telecom, we introduced a new bundled offer for wireless M2M communication that targets industrial, sales and payment, and security solutions.  The bundle gives access to Bouygues Telecom’s prepaid pan-European data airtime on the new Sierra Wireless AirLinkTM GL6100 GSM/GPRS modem with Embedded SIM and includes a one year subscription to Sierra Wireless’ AirVantageTM Management Services for remote diagnosis and software upgrades.

 

**Mobile Computing Business**

 

Our mobile computing business includes our AirCard® Mobile Broadband Devices and AirPrime wireless embedded modules for PC OEM customers.  Our mobile computing revenue increased 3% to $317.9 million in 2010, compared to $309.9 million in 2009.  This increase was due to higher sales of embedded modules to PC OEMs, partially offset by lower AirCard sales in the first half of 2010.

 

**AirCard® Mobile Broadband Devices**

 

Our AirCard mobile broadband device family includes our AirCard branded PC cards, USB modems and mobile Wi-Fi hotspots.  Our AirCards, sold to wireless operators around the world, provide a simple way to connect notebooks, netbooks and other electronic devices to the Internet, over 3G and 4G mobile broadband networks.

 

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In 2010, sales of our AirCard products decreased by 1% to $291.5 million, compared to $295.0 million in 2009, primarily due to lower volumes in the first quarter of 2010, but largely offset by strong sales of recently launched products and the addition of new customers for these products in mid-2010.

 

We believe that the market for our AirCard products continues to offer profitable opportunities.  Competition in this market continues to be intense and our future success will depend in part on our ability to continue to develop differentiated products that meet our customers’ evolving technology, design, schedule and price requirements.

 

During the fourth quarter of 2010, we continued to have strong positions with AT&T and Telstra for shipments of our HSPA AirCards, as well as with Sprint and Clear for shipments of our 3G/4G Mobile Hotspot and 3G/4G USB modems.  During the fourth quarter of 2010, we launched and commenced commercial shipments of the AT&T USBConnect Shockwave (our AirCard USB 308), the first device for AT&T’s HSPA+ network.

 

During the third quarter of 2010, we announced new AirCard USB modems and mobile hotspots supporting the latest LTE network technologies and data rates.  These new devices are expected to be introduced in the first half of 2011.  Our AirCard 312U, also called the Telstra Ultimate USB modem, became commercially available in Australia during this quarter.  The AirCard 312U, operating on Dual Carrier HSPA+ networks, was the world’s first HSPA+ modem that supported download speeds of up to 42 Mbps, doubling the downlink speeds of current HSPA+ networks.

 

During the second quarter of 2010, we began commercial shipments of the Sprint 3G/4G USB 250U mobile broadband modem from Sierra Wireless, also known as the AirCard 250U, with download speeds up to 10 times faster than 3G in any of the Sprint 4G markets.  We also began commercial shipments to Clear of our AirCard 250U, called the Series S 4G+ modem.  Time Warner Cable announced that IntelliGo, also known as the Sierra Wireless AirCard W801 3G/4G Mobile Hotspot, is available on the Time Warner Cable 4G network with Road Runner Mobile.  In addition, AT&T announced the availability of our Sierra Wireless AirCard 890, an HSPA device with a 2-in-1 form factor that supports both PC card and ExpressCard slots.

 

During the first quarter of 2010, we began shipping the Sierra Wireless AirCard W801 Mobile Hotspot, the world’s first wireless mobile hotspot that combines 3G (EV-DO Rev A) with 4G (WiMax) and WiFi technologies. Also known as the OverdriveTM 3G/4G Mobile Hotspot launched by Sprint, this product turns a single Internet connection into a wireless LAN that can be shared by multiple users.  DNA Ltd., a Finnish telecommunications company, began offering its customers even faster connections with our modem devices, the first time Sierra Wireless USB modems have been commercially available in Finland.  Also in the first quarter of 2010, we announced that the Sierra Wireless AirCard product line will provide a Windows 7 Device Stage experience across multiple devices. We are the first mobile broadband modem supplier to deploy a Device Stage experience, which provides customers with more convenient, intuitive access to their device and account information.

 

**AirPrimeTM Wireless Embedded Modules for PC OEMs**

 

In 2010, revenue from sales of our AirPrime Wireless Embedded Modules to PC OEM customers increased 91% to $23.4 million from $12.2 million in 2009.

 

In 2010, we made good progress in re-energizing our position in the market and have secured six new design wins with Tier 1 and Tier 2 PC OEMs for platforms scheduled to launch in 2011.  During 2010, Fujitsu selected us to provide 3G mobile broadband for several new models in Fujitsu’s LIFEBOOK series notebooks.  Panasonic Computer Solutions Company, manufacturer of the durable, reliable Panasonic Toughbook® mobile computers, announced that it would deploy our Gobi2000TM module across its Toughbook line of rugged mobile computers.  We have new design wins with three Tier 1 PC OEM customers that we expect will launch mobile computing platforms with our embedded modules commencing in mid 2011.

 

We believe that these new design wins will enable us to continue to grow our revenue from PC OEM customers in subsequent quarters.  Our ability to secure additional design wins in the PC OEM market will depend on being successful in developing products and offering services that meet our customers’ technology, design, schedule and price requirements.

 

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**Selected Annual Information**

** **
| **Years ended December 31,** | ** ** | **2010** | ** ** | **2009** | ** ** | **2008** | ** ** |
|---------------------------------------------|------------|----------|------------|----------|------------|----------|------------|
|                                        |       |     |       |     |       |     |       |
| Revenue                                     |       | $        | 650,341    |     | $          | 526,384  |       | $ | 567,308 |   |
| Net earnings (loss)                         |       | (14,541  | )          | (39,899  | )          | 62,583   |       |
| Basic earnings   (loss) per share           |       | (0.47    | )          | (1.29    | )          | 2.00     |       |
| Diluted earnings   (loss) per share         |       | (0.47    | )          | (1.29    | )          | 2.00     |       |
| Total assets                                |       | 469,568  |       | 484,519  |       | 462,386  |       |
| Total long term   liabilities               |       | 24,987   |       | 36,105   |       | 15,105   |       |
|                                             |            |          |            |          |            |          |            |  |  |  |

 

See discussion under “Results of Operations” for factors that have caused period to period variations.

 

**Results of Operations**

 

The following table sets forth our operating results for the three years ended December 31, 2010, expressed as a percentage of revenue:

 
| **Years ended December 31,**           | ** ** | **2010** | ** ** | **2009** | ** ** | **2008** | ** ** |
|-------------------------------------------------------|------------|----------|------------|----------|------------|----------|------------|
|                                                  |       |     |       |     |       |     |       |
| Revenue                                               |       | 100.0    | %          | 100.0    | %          | 100.0    | %          |
| Cost of goods sold                                    |       | 70.7     |       | 66.3     |       | 71.9     |       |
| Gross margin                                          |       | 29.3     |       | 33.7     |       | 28.1     |       |
| Expenses                                              |       |     |       |     |       |     |       |
| Sales and marketing                                   |       | 7.9      |       | 10.4     |       | 6.0      |       |
| Research and   development                            |       | 13.5     |       | 15.2     |       | 9.6      |       |
| Administration                                        |       | 5.6      |       | 7.0      |       | 3.8      |       |
| Acquisition costs                                     |       | —   |       | 1.5      |       | —   |       |
| Restructuring costs                                   |       | 1.2      |       | 3.9      |       | —   |       |
| Integration costs                                     |       | 0.8      |       | 0.7      |       | —   |       |
| Amortization                                          |       | 1.9      |       | 2.2      |       | 0.8      |       |
|                                                  |       | 30.9     |       | 40.9     |       | 20.2     |       |
| Earnings (loss)   from operations                     |       | (1.6     | )          | (7.2     | )          | 7.9      |       |
|                                                  |       |     |       |     |       |     |       |
| Foreign exchange   gain (loss)                        |       | (1.1     | )          | 0.2      |       | 1.0      |       |
| Other income   (expense)                              |       | —   |       | (0.8     | )          | 3.6      |       |
| Earnings (loss)   before income taxes                 |       | (2.7     | )          | (7.8     | )          | 12.5     |       |
|                                                  |       |     |       |     |       |     |       |
| Income tax expense   (recovery)                       |       | (0.4     | )          | —   |       | 1.5      |       |
| Net earnings (loss)   before non-controlling interest |       | (2.3     | )          | (7.8     | )          | 11.0     |       |
| Less:   Non-controlling interest                      |       | (0.1     | )          | (0.2     | )          | —   |       |
| Net earnings (loss)                                   |       | (2.2     | )%         | (7.6     | )%         | 11.0     | %          |

 

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Our revenue by product, by distribution channel and by geographical region is as follows:

 
| **Years ended December 31,**         | ** ** | **2010** | ** ** | **2009** | ** ** | **2008** | ** ** |
|-----------------------------------------------------|------------|----------|------------|----------|------------|----------|------------|
|                                                |       |     |       |     |       |     |       |
| Revenue by business   line                          |       |     |       |     |       |     |       |
| M2M                                                 |       | 51       | %          | 41       | %          | 16       | %          |
| Mobile computing                                    |       | 49       |       | 59       |       | 84       |       |
|                                                |       | 100      | %          | 100      | %          | 100      | %          |
|                                                |       |     |       |     |       |     |       |
| Revenue by product                                  |       |     |       |     |       |     |       |
| AirCard Mobile   Broadband Devices                  |       | 45       | %          | 56       | %          | 73       | %          |
| AirPrime Wireless   Embedded Modules                |       | 46       |       | 34       |       | 21       |       |
| AirLink Intelligent   Gateways and Routers          |       | 7        |       | 8        |       | 5        |       |
| AirVantage   Solutions and Other                    |       | 2        |       | 2        |       | 1        |       |
|                                                |       | 100      | %          | 100      | %          | 100      | %          |
|                                                |       |     |       |     |       |     |       |
| Revenue by geographical   region                    |       |     |       |     |       |     |       |
| Americas                                            |       | 46       | %          | 59       | %          | 70       | %          |
| Europe, Middle East   and Africa (“EMEA”) |       | 14       |       | 17       |       | 9        |       |
| Asia-Pacific                                        |       | 40       |       | 24       |       | 21       |       |
|                                                |       | 100      | %          | 100      | %          | 100      | %          |

 

***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 income, 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.  We refer to gross margin, earnings (loss) from operations, net earnings (loss) and diluted earnings (loss) per share adjusted for specific items that affect comparability as non-GAAP gross margin, non-GAAP earnings (loss) from operations, non-GAAP net earnings (loss) and non-GAAP diluted earnings (loss) per share, respectively.  We disclose non-GAAP amounts as we believe that these measures provide better 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.

 

The following table provides a reconciliation of the non-GAAP financial measures for the years ended December 31, 2010 and 2009 to our U.S. GAAP results:

 

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| **(in millions of U.S. dollars)**                                                                | ** ** | **2010**   | ** ** | **2009**   | ** ** |
|----------------------------------------------------------------------------------------------------------------------|------------|------------|------------|------------|------------|
|                                                                                                                 |       |       |       |       |       |
| Revenue — GAAP and   Non-GAAP                                                                                   |       | $          | 650.3      |       | $          | 526.4 |   |
|                                                                                                                 |       |       |       |       |       |
| Gross margin — GAAP                                                                                             |       | $          | 190.4      |       | $          | 177.3 |   |
| Stock-based   compensation                                                                                           |       | 0.5        |       | 0.5        |       |
| Gross margin —   Non-GAAP                                                                                       |       | $          | 190.9      |       | $          | 177.8 |   |
|                                                                                                                 |       |       |       |       |       |
| Loss from   operations — GAAP                                                                                   |       | $          | (10.4      | )          | $          | (37.7 | ) |
| Stock-based   compensation                                                                                           |       | 7.0        |       | 8.1        |       |
| Transaction costs                                                                                                    |       | —     |       | 7.8        |       |
| Restructuring and   other costs                                                                                      |       | 7.1        |       | 20.0       |       |
| Integration costs                                                                                                    |       | 5.1        |       | 3.8        |       |
| Acquisition related   amortization                                                                                   |       | 13.6       |       | 11.8       |       |
| Earnings from   operations — Non-GAAP                                                                           |       | $          | 22.4       |       | $          | 13.8 |   |
|                                                                                                                 |       |       |       |       |       |
| Net loss — GAAP                                                                                                 |       | $          | (14.5      | )          | $          | (39.9 | ) |
| Stock-based   compensation, transaction, restructuring, integration and acquisition   amortization costs, net of tax |       |  31.1 |       |  50.3 |       |
| Unrealized foreign   exchange loss (gain)                                                                            |       | 7.0        |       | (1.3       | )          |
| Interest expense                                                                                                     |       | —     |       | 4.4        |       |
| Non-controlling   interest                                                                                           |       | (0.2       | )          | (0.9       | )          |
| Tax impact related   to net change in tax assets and adjustment for actual taxes filed                               |       | (3.4       | )          | 0.5        |       |
| Net earnings —   Non-GAAP                                                                                       |       | $          | 20.0       |       | $          | 13.1 |   |
|                                                                                                                 |       |       |       |       |       |
| Loss per share —   GAAP                                                                                         |       | $          | (0.47      | )          | $          | (1.29 | ) |
| Diluted earnings   per share — Non-GAAP                                                                         |       | $          | 0.64       |       | $          | 0.42 |   |

 

***Results of Operations — Year Ended December 31, 2010 Compared to Year Ended December 31, 2009***

 

*Revenue*

 

Revenue increased to $650.3 million for the year ended December 31, 2010, compared to $526.4 million in the same period of 2009, an increase of 24%.  The increase in revenue was primarily a result of an increase in sales of our M2M products.  Our sales of M2M products increased primarily due to strong sales of our embedded modules to consumer, payment and automotive OEM customers and the inclusion of Wavecom products for the full twelve months of 2010, compared to only ten months in 2009 (the period since the date of acquisition on February 27, 2009).

 

Our revenue from customers in the Americas, EMEA and the Asia-Pacific region comprised 46%, 14% and 40%, respectively, of our total revenue in 2010, compared to 59%, 17% and 24%, respectively, of our total revenue in 2009.  Our business in North America decreased by 3% compared to 2009 due primarily to a decrease in sales of our AirCards, partially offset by an increase in sales of our AirPrime and AirLink products.  Our business in EMEA increased by 2% compared to 2009 due primarily to the increase in revenue from the Wavecom acquisition, partially offset by a decrease in sales of our AirCards and sales of embedded modules to PC OEM customers.  Our business in the Asia-Pacific region increased 103% compared to 2009 due primarily to the increase in revenue from the Wavecom acquisition, as well as an increase in sales of our AirCards and sales of embedded modules to PC OEM customers.

 

In 2010, AT&T and Sprint each accounted for more than 10% of our revenue and, in the aggregate, these two customers represented approximately 26% of our revenue.  In 2009, these same two customers each accounted for more than 10% of our revenue and, in the aggregate, these two customers represented approximately 40% of our revenue.

 

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We expect Q1 2011 revenue to decline by approximately $25.0 million compared to Q4 2010 as a result of lower AirCard sales due to product transitions with some operator customers, lower embedded module sales to a single large consumer M2M customer and normal seasonal fluctuations.

 

*Gross margin*

 

Gross margin amounted to $190.4 million for the year ended December 31, 2010, or 29.3% of revenue, compared to $177.3 million, or 33.7% of revenue, in the same period of 2009.  The decrease in gross margin percentage resulted primarily from our newer AirCard products that have a lower gross margin in the early stages of their product cycle, lower selling prices for some of our products and a greater mix of lower margin consumer OEM embedded module sales.  Gross margin included $0.5 million of stock-based compensation expense in each of 2010 and 2009.

 

During the first quarter of 2011, we expect that our gross margin percentage will remain stable or increase slightly.  Our gross margin percentage may fluctuate from quarter to quarter depending on product mix, competitive selling prices and our ability to reduce product costs.

 

*Sales and marketing*

 

Sales and marketing expenses were $51.6 million for the year ended December 31, 2010, compared to $54.8 million in the same period of 2009, a decrease of 6%.  The decrease in sales and marketing costs is due primarily to cost reductions related to the integration of Sierra Wireless and Wavecom.  Sales and marketing expenses included $1.4 million of stock-based compensation expense in 2010, compared to $1.6 million in 2009.  Sales and marketing expenses as a percentage of revenue decreased to 7.9 % in the year ended December 31, 2010, compared to 10.4% in the same period of 2009, primarily due to the increase in revenue.

 

*Research and development*

 

Research and development expenses amounted to $88.0 million for the year ended December 31, 2010, compared to $80.1 million in the same period of 2009, an increase of 9.9%.  The increase is due primarily to the inclusion of costs from the Wavecom acquisition for a full year, as well as increased investment in new product development, partially offset by cost reductions related to the integration of Sierra Wireless and Wavecom.

 

During 2009, we finalized our obligations with respect to our conditionally repayable research and development funding agreement with the Government of Canada’s Technology Partnerships Canada (“TPC”).  Under the terms of the original agreement, royalty repayments, based on a percentage of annual sales in excess of certain minimum amounts, would be calculated over the period from April 2003 to December 2011.  If royalty repayments were less than Cdn $16.5 million by December 2011, repayments would have continued subsequent to December 2011 until the earlier of when this amount was reached or December 2014.  In March 2009, we signed an amended agreement under which we will pay a total of Cdn $2.5 million, 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.  We had previously accrued payments under the original agreement and as a result of the amended agreement we have reversed accruals recorded in research and development expense totaling $0.8 million during 2009.

 

Included in research and development expenses was $1.3 million of stock-based compensation expense in 2010, compared to $1.4 million in 2009.

 

Research and development expenses, excluding government research and development funding repayments, reversal of accruals and French research and development tax credits, were $90.2 million, or 13.9% of revenue for the year ended December 31, 2010, compared to $82.1 million, or 15.6% of revenue in the same period of 2009.

 

*Administration*

 

Administration expenses amounted to $36.4 million, or 5.6% of revenue, for the year ended December 31, 2010, compared to $36.6 million, or 7.0% of revenue, in the same period of 2009.  Administration costs decreased primarily due to cost reductions related to the integration of Wavecom but offset by the inclusion of staff and costs from the Wavecom acquisition for a full year in 2010, compared to only ten months in 2009.  Included in administration expenses was $3.2 million of stock-based compensation expense in 2010, compared to $3.6 million

 

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in 2009.

 

*Acquisition costs*

 

Acquisition costs were nil for the year ended December 31, 2010, compared to $7.8 million in the same period of 2009.  The acquisition costs in 2009 were related to the acquisition of Wavecom.

 

*Restructuring costs*

 

For the year ended December 31, 2010, restructuring costs were $7.6 million, compared to $20.6 million in the same period of 2009.

 

On September 23, 2010, we implemented a new organizational structure designed to sharpen our focus on distinct market opportunities and accelerate profitable growth.  The new organizational structure establishes three business units — M2M Embedded Solutions, Mobile Computing, and Solutions & Services.  Concurrent with the implementation of the new business unit structure, 60 full time positions were eliminated as a result of expected improved operating efficiencies.  These reductions were substantially completed during the fourth quarter of 2010.  For the year ended December 31, 2010, we incurred a pre-tax charge of approximately $4.4 million for severance and other costs related to this new organizational structure, which included $0.5 million of stock-based compensation expense.

 

In the second quarter of 2009, as part of the Wavecom cost reduction initiatives announced prior to our acquisition of Wavecom, the staff reduction program in France was implemented.  A total of 77 positions were impacted, and all of these positions were phased out by September 30, 2010.  On May 15, 2009, we commenced further cost reduction initiatives related to the integration of Wavecom and Sierra Wireless that included combining the R&D and product operations.  As a result, the Wavecom location in Research Triangle Park, North Carolina, was closed during the fourth quarter of 2009.  During the second quarter of 2010 we included an additional provision for costs of the leased North Carolina location, costs related to subleasing a portion of the Issy-les-Moulineaux location, as well as costs of additional employees in Europe who were terminated.  For the year ended December 31, 2010 restructuring costs related to this program were $3.2 million, including $0.1 million of stock-based compensation, compared to $19.0 million, including $0.4 million of stock-based compensation expense in the same period of 2009.

 

In 2009, prior to the acquisition of Wavecom, we also completed an expense reduction program that included the reduction of 56 positions.  As a result, restructuring costs related to this program, comprised primarily of severance costs and stock-based compensation expense, amounted to $1.6 million and included $0.5 million of stock-based compensation expense in 2009.

 

*Integration costs*

 

In 2010, integration costs related to the acquisition of Wavecom were $5.1 million, compared to $3.9 million in 2009.  Integration costs included the cost of consultants, employees retained for integration activities and related travel expenses.

 

*Foreign exchange gain (loss)*

 

Our foreign exchange loss was $7.0 million in the year ended December 31, 2010, compared to a foreign exchange gain of $1.3 million in 2009. Our foreign exchange loss for 2010 includes a net foreign exchange loss of $4.7 million on an intercompany balance that the parent company has with its self-sustaining foreign operations that arose as a result of the Wavecom acquisition.  Our foreign exchange gain for 2009 includes a net foreign exchange gain of $19.5 million on an intercompany balance that the parent company has with its self-sustaining foreign operations that arose as a result of the Wavecom acquisition, partially offset by a realized foreign exchange loss of $15.7 million on Euros that had been held for the Wavecom transaction.

 

*Other expense*

 

Other expense, which includes interest expense and interest income, was $0.2 million in the year ended December 31, 2010, compared to other expense of $4.4 million in the same period of 2009.  Other expense in 2009 included $4.1 million of financing costs and $0.9 million of interest expense, of which $0.7 million related to the credit

 

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facilities that were set up in connection with the Wavecom acquisition.  Interest income decreased to $0.2 million in 2010, from $0.6 million in 2009 due to a decrease in our cash and short-term investment balances that were used to fund the Wavecom acquisition, as well as a decline in interest rates.

 

*Income tax expense*

 

Income tax recovery was $2.8 million for the year ended December 31, 2010, compared to $0.3 million in the same period of 2009 due primarily to changes in tax assets as well as a tax provision adjustment relating to actual taxes filed.

 

*Non-controlling interest*

 

The non-controlling interest in the year ended December 31, 2010 was $0.3 million, compared to $1.3 million in the same period of 2009.  The non-controlling interest represents the non-controlling interest in Wavecom’s loss that results from the shares held by Wavecom employees under their long-term incentive plan.  The shares have vested, but are subject to a hold period for tax purposes.  We have 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 are considered the non-controlling interest.  During 2010, the tax hold period expired for 152,672 shares, and we purchased those shares for $1.6 million.

 

*Net earnings (loss)*

 

Our net loss amounted to $14.5 million, or loss per share of $0.47, for the year ended December 31, 2010, compared to a net loss of $39.9 million, or loss per share of $1.29, in the same period of 2009.  Included in our net loss was $7.0 million of stock-based compensation expense in 2010, compared to $8.1 million in the same period of 2009.

 

The weighted average diluted number of shares outstanding increased to 31.1 million for the year ended December 31, 2010, compared to 31.0 million in 2009.  The number of shares outstanding at December 31, 2010 was 31.2 million, compared to 31.0 million at December 31, 2009.

 

***Results of Operations — Three Months Ended December 31, 2010 Compared to Three Months Ended December 31, 2009***

 

*Revenue*

 

Revenue amounted to $167.2 million for the three months ended December 31, 2010, compared to $144.0 million in the same period of 2009.  The increase in revenue was driven by broad based increases in sales in all of our major product categories and regions.

 

Our revenue from customers in the Americas, EMEA and the Asia-Pacific region comprised 45%, 15% and 40%, respectively, of our total revenue in the fourth quarter of 2010, compared to 52%, 15% and 33%, respectively, in the same period of 2009.  Our business in North America increased by 1% compared to the fourth quarter of 2009 due primarily to an increase in sales of our M2M products, partially offset by a decrease in our AirCard and embedded module products.  Our business in EMEA increased by 14% compared to the fourth quarter of 2009 due primarily to the increase in revenue from our embedded module products, partially offset by a decrease in sales of our AirCard products.  Our business in the Asia-Pacific region increased 40% compared to the fourth quarter of 2009 due primarily to an increase in sales of our AirCard and sales of embedded module products to PC OEM customers.

 

In the fourth quarter of 2010, Sprint and Brightstar Logistics Pty. Ltd. each accounted for more than 10% of our revenue and, in the aggregate, these two customers represented approximately 25% of our revenue.  In the fourth quarter of 2009, AT&T and Sprint each accounted for more than 10% of our revenue and, in the aggregate, these two customers represented approximately 28% of our revenue.

 

*Gross margin*

 

Gross margin amounted to $48.9 million for the three months ended December 31, 2010, or 29.2% of revenue, compared to $48.7 million, or 33.9% of revenue, in the same period of 2009.  The decrease in gross margin percentage resulted primarily from our newer AirCard products that have a lower gross margin in the early stages of

 

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their product cycle and a greater sales mix of lower margin consumer OEM embedded module sales.  Gross margin included $0.1 million of stock-based compensation expense in each of the fourth quarters of 2010 and 2009.

 

*Operating expenses*

 

Operating expenses were $49.0 million in the fourth quarter of 2010, compared to $49.8 million in the same period of 2009.  This decrease is due primarily to a reduction in restructuring and integration costs associated with the Wavecom acquisition, as well as cost reductions related to the integration of Sierra Wireless and Wavecom.  This decrease was partially offset by research and development investments being made to develop new products and an increase in amortization expense.  Operating expenses for the fourth quarter of 2009 included the reversal of purchase price amortization of $3.7 million, resulting from the adjustment of our estimate of the purchase price allocation to the actual allocation based on the third party valuation.  Operating expenses included $1.3 million of stock-based compensation expense in the fourth quarter of 2010, compared to $1.5 million in the same period of 2009.

 

*Net earnings (loss)*

 

Net earnings were $0.8 million, or diluted earnings per share of $0.03 in the fourth quarter of 2010, compared to a net loss of $2.7 million, or loss per share of $0.09 in 2009.  Our net earnings in the fourth quarter of 2010 included an unrealized foreign exchange loss of $0.1 million on intercompany balances that the parent company has with its self-sustaining foreign operations, compared to an unrealized foreign exchange gain of $0.8 million in the same period of 2009.  Our net loss for the fourth quarter of 2009 also included a reduction in our valuation allowance of $0.5 million that reduced our income tax expense.  Included in our net earnings (loss) was $1.4 million of stock-based compensation expense in the fourth quarter of 2010, compared to $1.7 million in the same period of 2009.

 

***Results of Operations — Year Ended December 31, 2009 Compared to Year Ended December 31, 2008***

 

*Revenue*

 

Revenue amounted to $526.4 million for the year ended December 31, 2009, compared to $567.3 million in the same period of 2008, a decrease of 7%.  The decrease in revenue was primarily a result of a decrease in sales of our AirCards and sales of embedded modules to PC OEM customers, partially offset by an increase in revenue from the Wavecom acquisition.  Our revenue for the year ended December 31, 2009 included Wavecom revenue of $119.6 million for the period from February 27, 2009 until December 31, 2009.

 

Our revenue from customers in the Americas, EMEA and the Asia-Pacific region comprised 59%, 17% and 24%, respectively, of our total revenue in 2009, compared to 70%, 9% and 21%, respectively, of our total revenue in 2008.  Our business in North America decreased by 21% compared to 2008 due primarily to a decrease in sales of our AirCards and embedded modules.  Our business in EMEA increased by 72% compared to 2008 due primarily to the increase in revenue from the Wavecom acquisition, partially offset by a decrease in sales of our AirCards and embedded modules.  Our business in the Asia-Pacific region increased 6% compared to 2008 due primarily to the increase in revenue from the Wavecom acquisition, partially offset by a decrease in sales of embedded modules to PC OEM customers and AirCards.

 

In 2009, AT&T and Sprint each accounted for more than 10% of our revenue and, in the aggregate, these two customers represented approximately 40% of our revenue.  In 2008, these same two customers each accounted for more than 10% of our revenue and, in the aggregate, these two customers represented approximately 53% of our revenue.

 

*Gross margin*

 

Gross margin amounted to $177.3 million for the year ended December 31, 2009, or 33.7% of revenue, compared to $159.7 million, or 28.1% of revenue, in the same period of 2008.  The increase in gross margin percentage resulted primarily from product cost reductions, early synergies from the Wavecom acquisition, as well as the addition of higher margin products from the Wavecom acquisition.  Gross margin included $0.6 million of stock-based compensation expense in 2009, compared to $0.5 million in 2008.

 

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*Sales and marketing*

 

Sales and marketing expenses were $54.8 million for the year ended December 31, 2009, compared to $34.3 million in the same period of 2008, an increase of 60%.  The increase in sales and marketing costs was due primarily to the addition of staff and costs from the Wavecom acquisition, partially offset by a reduction in expenses due to an increased focus on cost management, including the impact of restructuring programs.  Sales and marketing expenses included $1.6 million of stock-based compensation expense in 2009, compared to $1.5 million in 2008.  Sales and marketing expenses as a percentage of revenue increased to 10.4% in the year ended December 31, 2009, compared to 6.0% in the same period of 2008, primarily due to the addition of costs from the Wavecom acquisition as well as the decrease in revenue.

 

*Research and development*

 

Research and development expenses amounted to $80.1 million for the year ended December 31, 2009, compared to $54.7 million in the same period of 2008, an increase of 46%.  The increase was due primarily to the addition of staff and costs from the Wavecom acquisition, partially offset by a reduction in accruals for government research and development funding repayments.

 

During 2009, we finalized our obligations with respect to our conditionally repayable research and development funding agreement with the Government of Canada’s Technology Partnerships Canada (“TPC”).  Under the terms of the original agreement, royalty repayments, based on a percentage of annual sales in excess of certain minimum amounts, would be calculated over the period from April 2003 to December 2011.  If royalty repayments were less than Cdn $16.5 million by December 2011, repayments would have continued subsequent to December 2011 until the earlier of when this amount was reached or December 2014.  In March 2009, we signed an amended agreement under which we will pay a total of Cdn $2.5 million, 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.  We had previously accrued payments under the original agreement and as a result of the amended agreement we have reversed accruals recorded in research and development expense totaling $0.8 million during 2009.

 

Included in research and development expenses was $1.4 million of stock-based compensation expense in 2009, compared to $1.2 million in 2008.

 

Research and development expenses, excluding government research and development funding repayments and reversal of accruals, were $82.1 million, or 15.6% of revenue for the year ended December 31, 2009, compared to $48.9 million, or 8.6% of revenue in the same period of 2008.

 

*Administration*

 

Administration expenses amounted to $36.6 million, or 7.0% of revenue, for the year ended December 31, 2009, compared to $21.3 million, or 3.8% of revenue, in the same period of 2008.  The increase in administration costs was primarily due to the addition of staff and costs from the Wavecom acquisition as well as increased legal fees associated with certain intellectual property matters.  Included in administration expenses was $3.6 million of stock-based compensation expense in 2009, compared to $3.1 million in 2008.

 

*Acquisition costs*

 

Acquisition costs were $7.8 million for the year ended December 31, 2009, compared to nil in the same period of 2008.  The acquisition costs in 2009 were related to the acquisition of Wavecom.

 

*Restructuring costs*

 

During the second quarter of 2009, as part of the Wavecom cost reduction initiatives announced prior to our acquisition of Wavecom, the staff reduction program in France was implemented.  A total of 77 positions were impacted and all of these positions were phased out by the third quarter of 2010.  On May 15, 2009, we commenced further cost reduction initiatives related to the integration of Wavecom and Sierra Wireless that included combining the R&D and product operations.  As a result, the Wavecom location in Research Triangle Park, North Carolina was closed during the fourth quarter of 2009. For the year ended December 31, 2009, restructuring costs related to the

 

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closure of the Research Triangle Park location and additional cost reduction initiatives were $19.0 million, which included $0.4 million of stock-based compensation expense.

 

In the first quarter of 2009, we completed an expense reduction program that included the elimination of 56 positions.  As a result, restructuring costs, comprised primarily of severance costs and stock-based compensation expense, amounted to $1.6 million and included $0.5 million of stock-based compensation expense.

 

For the year ended December 31, 2009, restructuring costs related to these two programs were $20.6 million, compared to nil in the same period of 2008.

 

*Integration costs*

 

In 2009, integration costs related to the acquisition of Wavecom were $3.9 million, compared to nil in 2008.  Integration costs included the cost of employees retained for integration activities, related travel expenses and consulting fees.

 

*Foreign exchange gain (loss)*

 

Our foreign exchange gain was $1.3 million in the year ended December 31, 2009, compared to a foreign exchange gain of $20.6 million in 2008. Our foreign exchange gain for 2009 included a net foreign exchange gain of $19.5 million on an intercompany balance that the parent company had with its self-sustaining foreign operations that arose as a result of the Wavecom acquisition, partially offset by a realized foreign exchange loss of $15.7 million on Euros that had been held for the Wavecom transaction.  Our foreign exchange gain for 2008 included an unrealized foreign exchange gain of $18.4 million on Euros held for the Wavecom transaction.

 

*Other income (expense)*

 

Other expense, which included interest expense and interest income, was $4.4 million in the year ended December 31, 2009, compared to other income of $5.6 million in the same period of 2008.  Other expense in 2009 included $4.1 million of financing costs and $0.9 million of interest expense, of which $0.7 million related to the credit facilities that were set up in connection with the Wavecom acquisition, compared to nil for 2008.  Interest income decreased to $0.6 million in 2009, from $5.6 million in 2008 due to a decrease in our cash and short-term investment balances that were used to fund the Wavecom acquisition, as well as a decline in interest rates.

 

*Income tax expense*

 

Income tax expense was $0.3 million for the year ended December 31, 2009, compared to $8.2 million in the same period of 2008 due primarily to a reduction in taxable income.

 

*Non-controlling interest*

 

The non-controlling interest in the year ended December 31, 2009 was $1.3 million, compared to nil in the same period of 2008.  The non-controlling interest represents the non-controlling interest in Wavecom’s loss that results from the shares held by Wavecom employees under their long-term incentive plan.  The shares have vested, but are subject to a hold period for tax purposes.  We have 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 are considered the non-controlling interest.

 

*Net earnings (loss)*

 

Our net loss amounted to $39.9 million, or loss per share of $1.29, for the year ended December 31, 2009, compared to net earnings of $62.6 million, or diluted earnings per share of $2.00, in the same period of 2008.  Included in net earnings (loss) was $8.1 million of stock-based compensation expense in 2009, compared to $6.4 million in 2008.

 

The weighted average diluted number of shares outstanding decreased to 31.0 million for the year ended December 31, 2009, compared to 31.3 million in 2008 because some securities, such as stock options, that are dilutive are not included in the total when we are in a loss position.  In addition, under the Bid, we purchased and cancelled shares during the third quarter of 2008 which reduced the weighted average diluted number of shares outstanding.  The

 

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number of shares outstanding at December 31, 2009 and December 31, 2008 was 31.0 million.

 

**International Financial Reporting Standards (“IFRS”)**

 

In November 2008, the Securities and Exchange Commission (“SEC”) announced a proposed roadmap for comment regarding the potential use by U.S. registrants of financial statements prepared in accordance with IFRS.  IFRS is a comprehensive series of accounting standards published by the International Accounting Standards Board.  On February 24, 2010, the SEC issued a statement describing its position regarding global accounting standards.  Among other things, the SEC stated that it has directed its staff to execute a work plan, which will include consideration of IFRS as it exists today and after completion of various “convergence” projects currently underway between U.S. and international accounting standards setters.  By the end of 2011, assuming completion of certain projects and the SEC staff’s work plan, it is expected that the SEC will decide whether to incorporate IFRS into the U.S. financial reporting system.  We will continue to monitor the development of the potential implementation of IFRS.

 

**Legal Proceedings**

 

In December 2010, a patent holding company, Mayfair Wireless, LLC, filed a patent litigation lawsuit in the United States District Court for the District of Delaware asserting patent infringement by a number of parties, including us.  We are currently assessing our obligations and our liability, if any, in respect of this litigation. 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 are without merit and will vigorously defend the lawsuit.

 

In October 2010, a patent holding company, Eon Corp. IP Holdings, LLC, filed a patent litigation lawsuit in the United States District Court for the Eastern District of Texas asserting patent infringement by a number of parties including telecommunication carrier companies including Sprint Nextel Corporation.  The litigation makes certain allegations concerning the wireless modems sold to the carriers by us and our competitors.  We are currently assessing our obligations and our liability, if any, in respect of this litigation. 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 are without merit and will vigorously defend the lawsuit.

 

In July 2010, Americans for Fair Patent Use, LLC filed a lawsuit in the United States District Court for the Eastern District of Texas asserting false patent marking by a number of device manufacturers, including Sierra Wireless America, Inc., and telecommunication carrier companies, including Sprint Nextel Corporation and Cellco Partnership d/b/a Verizon Wireless. The litigation makes certain allegations that products sold by us and our competitors were falsely marked with a number of patents that had expired or that do not cover the marked products.  We are currently assessing our potential liability, if any, in respect of this litigation. 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 are without merit and will vigorously defend the lawsuit.

 

In May 2010, a patent holding company, Golden Bridge Technology Inc., filed a patent litigation lawsuit in the United States District Court for the District of Delaware asserting patent infringement by a number of telecommunication carrier companies, including AT&T Mobility LLC.  The litigation makes certain allegations concerning the wireless modems sold to the carriers by us and our competitors.  We are currently assessing our obligations and our liability, if any, in respect of this litigation. 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 are without merit and will vigorously defend the lawsuit.

 

In February 2010, a patent holding organization, Commonwealth Scientific and Industrial Research Organisation, filed a patent litigation lawsuit in the United States District Court for the Eastern District of Texas asserting patent infringement by a telecommunication carrier, Cellco Partnership d/b/a Verizon Wireless.  The litigation makes certain allegations concerning the wireless modems sold to the carrier by us.  We are currently assessing our obligations and our liability, if any, in respect of this litigation. 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 are without merit and will vigorously defend the lawsuit.

 

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In September 2009, a patent holding company, Xpoint Technologies Inc., filed a patent litigation lawsuit in the United States District Court for the District of Delaware asserting patent infringement by a number of parties, including AT&T Mobility LLC.  We are currently assessing our obligations and our liability, if any, in respect of this litigation. 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 are without merit and will vigorously defend the lawsuit.

 

In July 2009, a patent holding company, WIAV Networks, LLC, filed a patent litigation lawsuit in the United States District Court for the Eastern District of Texas asserting patent infringement by a number of parties, including wireless device manufacturers, including us.  The Texas court has transferred the litigation to the United States District Court for the Northern District of California.  The California court has dismissed the litigation against a number of parties, including us.

 

In July 2009, a patent holding company, SPH America, LLC, filed a patent litigation 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 Hewlett-Packard Co., Panasonic Corporation, General Dynamics Itronix Corporation and Fujitsu America and Fujitsu Japan. The litigation, which has been transferred to the United States District Court for the Southern District of California, makes certain allegations concerning the wireless modules sold to the computer manufacturers by us, our competitors, and some of our customers with whom we have supply agreements.  We are assessing our obligations and our liability, if any, in respect of this litigation. 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 are without merit and will vigorously defend the lawsuit.

 

In July 2009, a patent holding company, Celltrace, LLC, filed a patent litigation lawsuit in the United States District Court for the Eastern District of Texas asserting patent infringement by a number of telecommunication carrier companies including Sprint Spectrum, LP and AT&T Mobility LLC.  The litigation makes certain allegations concerning the wireless modems sold to the carriers by us and our competitors.  We are currently assessing our obligations and our liability, if any, in respect of this litigation. In the meantime, the carrier companies have provisionally withdrawn their indemnification demands against us.  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 are without merit and will vigorously defend the lawsuit.

 

In June 2009, a patent holding company, Saxon Innovations, LLC, filed a patent litigation lawsuit in the United States District Court for the Eastern District of Texas asserting patent infringement by wireless device manufacturers, including us.   The patents have been sold to a patent holding company, Norman IP Holdings LLC. Following the sale, Norman IP Holdings LLC has agreed to a confidential settlement of the litigation, and the settlement will not have a material adverse effect on our operating results.

 

In June 2009, a patent holding company, MSTG Inc., filed patent litigation lawsuits in the United States District Court for the Northern District of Illinois asserting patent infringement by a number of telecommunication carrier companies, including Sprint Spectrum, LP and AT&T Mobility LLC. The carriers have notified us that the lawsuits make certain allegations concerning the wireless data cards and modems sold to those carriers by us and our competitors.  We are currently assessing our obligations and our liability, if any, in respect of this litigation. 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 are without merit and will vigorously defend the lawsuit.

 

In January 2009, a patent holding company, DNT LLC, filed a patent litigation lawsuit in the United States District Court for the Eastern District of Virginia asserting patent infringement by a number of telecommunication carrier companies, including Sprint Spectrum, LP and Nextel, Verizon Wireless and T-Mobile USA, Inc.  The litigation made certain allegations concerning the wireless modems sold to the carriers by us and our competitors. Following a trial in December 2009, the Court received a jury verdict of patent non-infringement and invalidity. Subsequently, the parties reached a mutually agreeable settlement, the details of which are confidential.  DNT LLC filed an Unopposed Motion for Dismissal on December 29, 2010 in the Court of Appeal.

 

Since early December 2008, Wavecom and its subsidiary Wavecom, Inc. have been involved in litigation with a contracting counterparty, Temic Automotive of North America (Continental Group). In the first quarter of 2010,

 

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Temic Automotive of North America, Inc., d/b/a/ Continental and Continental AG, Wavecom, Inc., Wavecom, S.A., Sierra Wireless, Inc., Sierra Wireless Americas, Inc., and Sierra Wireless, S.A. reached a mutually agreeable settlement of the lawsuits filed early December 2008 in North Carolina Business Court and New York State Court.  The details of the settlement agreement are confidential.

 

On February 6, 2008, Wavecom filed a civil proceeding in the Supreme Court of the State of New York (USA) against Siemens AG and two of its U.S. subsidiaries. In August 2009, Sierra Wireless S.A., Wavecom, Inc., Siemens AG, Siemens Corporation, and Siemens Energy and Automation, Inc. reached a mutually agreeable settlement of the lawsuit filed in New York State Court and the case was dismissed in September 2010.  The details of the settlement agreement are confidential.

 

In September 2007, a patent holding company, NTP, Inc., filed a patent litigation lawsuit in the United States District Court for the Eastern District of Virginia asserting patent infringement by a telecommunication carrier, AT&T Mobility LLC.  In December 2010, AT&T Mobility LLC made certain allegations concerning the wireless modems sold to them by us.  We are currently assessing our obligations and our liability, if any, in respect of this litigation. 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 are without merit and will vigorously defend the lawsuit.

 

In November 2007, a patent holding company, Technology Patents LLC, filed a patent litigation lawsuit in the United States District Court for the Southern Division of the District of Maryland asserting patent infringement by companies in the cellular phone industry, including a telecommunication carrier, AT&T Mobility LLC. In August 2010, AT&T Mobility LLC made certain allegations concerning the wireless modems sold to them by us.  We are currently assessing our obligations and our liability, if any, in respect of this litigation. 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 are without merit and will vigorously defend the lawsuit.

 

We are engaged in certain other claims and legal actions in the ordinary course of business and believe that the ultimate outcome of these actions will not have a material adverse effect on our operating results, liquidity or financial position.

 

**Critical Accounting 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. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, adequacy of allowance for doubtful accounts, adequacy of inventory reserve, valuation of goodwill and intangible assets, income taxes, adequacy of warranty reserve, royalty obligations, lease provision, contingencies and stock-based compensation.  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 may differ from our estimates.  Senior management has discussed with our audit committee the development, selection and disclosure of accounting estimates used in the preparation of our consolidated financial statements.

 

The following critical accounting policies affect our more significant estimates and assumptions used in preparing our consolidated financial statements:

 

·                  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 collectibility is reasonably assured. Customers include resellers, original equipment manufacturers, wireless operators and end-users. 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

 

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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 research and development agreements, other than government research and development arrangements, 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.  If such events do not occur, no repayment would be required.  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.

 

·                  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.

 

·                  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 writedown 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 writedown the value of our inventory or increase the accrual for estimated losses on inventory purchase commitments.

 

·                  We currently have intangible assets generated primarily from our acquisitions of Wavecom in February 2009, AirLink in May 2007 and AirPrime in August 2003.  Goodwill and intangible assets are assessed for impairment annually, or more often, if an event or circumstance indicates that an impairment loss may have been incurred.

 

We determined that we had one reporting unit as of December 31, 2010.  We assessed the realizability of goodwill during the fourth quarter of 2010 and determined that the fair value exceeded the carrying amount by a substantial margin.  Therefore, 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.  There was no impairment of goodwill during the years ended December 31, 2010 or 2009.

 

·                  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

 

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taxable income during the periods in which temporary differences become deductible. We consider projected future taxable income and tax planning strategies 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 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 will adjust our accrual accordingly.

 

·                  Under 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 estimate will be revised accordingly.

 

·                  If we are engaged in legal actions, we estimate the range of liability related to pending litigation where the amount and range of loss can be reasonably estimated.  We record our best estimate of a loss when the loss is considered probable.  As additional information becomes available, we assess the potential liability relating to our pending litigation and revise our estimates.

 

·                  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 the input of 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.

 

**Liquidity and Capital Resources**

 

*Operating Activities*

 

Cash used by operating activities was $4.4 million for the year ended December 31, 2010, compared to cash provided by operating activities of $47.0 million in the same period of 2009.  The use of cash in operating activities in 2010 primarily resulted from our net loss of $14.8 million adjusted for net non-cash items of $37.8 million as well as changes in other operating assets and liabilities of $27.4 million.

 

*Investing Activities*

 

Cash used by investing activities was $17.5 million in 2010, compared to cash provided by investing activities of $16.1 million in 2009.  Cash used by investing activities was primarily for fixed and intangible assets of $12.6 million and $4.0 million, respectively, for the year ended December 31, 2010, compared to $13.3 million and $6.5 million, respectively, in the same period of 2009.  Capital expenditures were primarily for production and tooling equipment, research and development equipment, computer equipment and software, while intangible assets were primarily for patents and software licenses.  In 2010, we also purchased Wavecom shares for $1.6 million, which reduced the non-controlling interest related to shares held by former Wavecom employees.

 

In 2009, cash provided by investing activities was due primarily to a reduction in restricted cash of $175.8 million, offset by cash used for the acquisition of OCEANEs of $104.8 million, the acquisition of Wavecom net assets of $146.7 million, which included cash acquired of $139.8 million, and the acquisition of the remaining non-controlling interest of $19.6 million.

 

In 2010, cash of $0.5 million was generated from the net proceeds on maturity of short-term investments, compared to a use of cash of $8.8 million to fund purchases of short-term investments, net of proceeds on maturity of short-term investments in 2009.

 

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We do not have any trading activities that involve any type of commodity contracts that are accounted for at fair value but for which a lack of market price quotations necessitate the use of fair value estimation techniques.

 

*Financing Activities*

 

Cash used by financing activities was $1.5 million in the year ended December 31, 2010, compared to $9.6 million in the same period of 2009.  During 2010, we used cash of $2.6 million to repay long-term obligations, compared to $2.2 million in 2009.  In 2010, we also received proceeds of $1.1 million from the exercise of stock options, compared to nil in 2009.

 

During 2009, we received proceeds from the term loan of $102.7 million which was used to purchase the Wavecom OCEANEs and subsequently repaid the term loan with cash acquired from the acquisition of Wavecom.  In 2009, we also used cash of $4.0 million for financing costs related to the credit facilities that were set up to finance the Wavecom acquisition, $6.4 million to fund our restricted share unit program and $2.2 million to repay long term obligations.  During 2009, we received proceeds from the exercise of Wavecom options of $4.1 million.

 

As of December 31, 2010, we did not have any off-balance sheet finance or special purpose entities.

 

*Cash Requirements*

 

Our near-term cash requirements are primarily related to funding our operations, capital expenditures, completion of the purchase of the non-controlling interest of Wavecom and other obligations discussed below.  We believe our cash, cash equivalents and short-term investments of $111.8 million and cash generated from 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 2011 are expected to be primarily for research and development equipment, tooling, leasehold improvements, software licenses and patents.  However, we cannot assure you that our actual cash requirements will not be greater than we currently expect.

 

The following table quantifies our future contractual obligations as of December 31, 2010:

 
| ** **                                                                                | ** ** | **Payments due by period** | ** ** |
|-------------------------------------------------------------------------------------------|------------|-------------------------------------------|------------|
| **Contractual Obligations********(in millions of U.S. dollars)** | ** ** | **Total**                                 | ** ** | **Less than   1 year** | ** ** | **1-3 years** | ** ** | **3-5 years** | ** ** | **More than   5 years** | ** ** |
| * *                                                                                  |       |                                      |       |   |   |   |   |   |   |   |   |
| Operating lease obligations                                                               |       | $                                    | 21.3       |   | $ | 6.8 |   | $ | 5.5 |   | $ | 4.2 |   | $ | 4.8 |   |
| Capital lease obligations                                                                 |       | 0.6                                       |       | 0.3 |   | 0.3 |   | — |   | — |   |
| Purchase obligations (1)                                                                  |       | 85.5                                      |       | 85.5 |   |            — |   | — |   | — |   |
| Other long-term liabilities (2)                                                           |       | 24.7                                      |       | — |   | 13.9 |   | 10.8 |   | — |   |
| Total                                                                                     |       | $                                         | 132.1      |   | $ | 92.6 |   | $ | 19.7 |   | $ | 15.0 |   | $ | 4.8 |   |

 

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Note

(3)       Purchase obligations represent obligations with certain contract manufacturers to buy a minimum amount of designated products between January 2011 and June 2011.  In certain of these arrangements, we may be required to acquire and pay for such products up to the prescribed minimum or forecasted purchases.

(4)       Other long-term liabilities include the long-term portions of accrued royalties and marketing development funds.

 

As of December 31, 2010, we had tax obligations for uncertain tax positions of $8.8 million.

 

*Normal Course Issuer Bid*

 

On May 21, 2008, we received regulatory approval to purchase up to 1,567,378 of our common shares by way of the Bid on the TSX and the Nasdaq, representing approximately 5% of the common shares outstanding as of May 21, 2008.  The Bid commenced on May 26, 2008 and terminated on May 25, 2009.  As of May 25, 2009, 407,700 common shares had been purchased at open market prices, for an aggregate purchase price of $5.0 million, and subsequently cancelled.  The amount paid to acquire the shares in excess of the average carrying value was charged to retained earnings in 2009.

 

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*Sources and Uses of Cash*

 

The source of funds for our future capital expenditures and commitments includes cash and short-term investments, accounts receivable, borrowings and cash from operations, as follows:

 

·                  Net cash and short-term investments amounted to $111.8 million at December 31, 2010, compared to $134.4 million at December 31, 2009.

·                  Accounts receivable amounted to $117.4 million at December 31, 2010, compared to $86.5 million at December 31, 2009.

·                  We have a credit facility with two Canadian chartered banks as described below.  At December 31, 2010 and 2009, there were no borrowings under this credit facility.

 

*Credit Facilities*

 

At December 31, 2010, we have a credit agreement with The Toronto-Dominion Bank and Canadian Imperial Bank of Commerce, that provides for a one-year revolving term credit facility (the “Revolving Facility”) expiring January 28, 2011 in an amount not to exceed $10.0 million.  The Revolving Facility is to be used for working capital requirements and is secured by a pledge against all of our assets.  At December 31, 2010, there were no borrowings under the Revolving Facility and we were in compliance with the covenants associated with the credit facility.

 

On January 27, 2011, we signed an amended and restated credit agreement, on similar terms, which extended our Revolving Facility to January 28, 2013.

 

During the first quarter of 2010, we obtained a letter of credit to ensure our performance to a third party customer in accordance with specified terms and conditions.  At December 31, 2010 we had $0.5 million (2009 — nil) outstanding under the letter of credit, which approximates its fair value.  The letter of credit expires in September 2011.

 

**Outstanding Share Data**

 

As of the date of this MD&A, there were stock options exercisable into 2,492,955 common shares and there were 932,124 restricted share units outstanding.

 

**Market Risk Disclosure**

 

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.

 

We monitor our exposure to foreign exchange movements and seek to reduce our exposure in certain circumstances by denominating sales and purchase contracts in U.S. dollars where practical to do so.  On occasion, we also use certain derivatives such as foreign currency forward and option contracts to reduce our foreign exchange risk. All derivatives that were outstanding at December 31, 2010 had maturity dates of less than 12 months.  We believe that the counterparty risk on the foreign currency financial instruments being used is acceptable because we deal with major banks and financial institutions.

 

**Related Party Transactions**

 

During the year ended December 31, 2010, there were no related party transactions.

 

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**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.

 

An evaluation was carried out under the supervision of, and with the participation of, our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of December 31, 2010.  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, 2010 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, if any. 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 United States generally accepted accounting principles (“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.

 

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, 2010, based on the framework set forth in *Internal Control-Integrated Framework*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 December 31, 2010 and 2009, has issued an attestation report on

 

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management’s assessmentof our internal control over financial reporting as of December 31, 2010.  The attestation report is included in our consolidated financial statements.

 

**Changes in Internal Control Over Financial Reporting**

 

There have been no changes in Sierra Wireless’ internal control over financial reporting during the year ended December 31, 2010 that have 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.

 

**Quarterly Results of Operations**

 

The following tables set forth certain unaudited consolidated statements of operations data 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, 2010.  The unaudited consolidated statements of operations data 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 operating results are not necessarily indicative of results for any future period.  You should not rely on them to predict our future performance.

 

Amounts are expressed in thousands of U.S. dollars except per share amounts and number of shares.

 
| ** **                                            | ** ** | **Quarter Ended** | ** ** | **Year**        | ** ** |
|-------------------------------------------------------|------------|------------------------|------------|-----------------|------------|
| **2010**                                              | ** ** | **Mar 31**        | ** ** | **Jun 30** | ** ** | **Sep 30** | ** ** | **Dec 31** | ** ** | **2010** | ** ** |
| ** **                                            | ** ** | ** **             | ** ** | ** **      | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Revenue                                               |       | $                      | 151,317    |            | $          | 159,116 |   | $ | 172,732 |   | $ | 167,176 |   | $ | 650,341 |   |
| Cost of goods sold                                    |       | 104,983                |       | 112,906         |       | 123,778 |   | 118,309 |   | 459,976 |   |
| Gross margin                                          |       | 46,334                 |       | 46,210          |       | 48,954 |   | 48,867 |   | 190,365 |   |
|                                                  |       |                   |       |            |       |   |   |   |   |   |   |
| Expenses:                                             |       |                   |       |            |       |   |   |   |   |   |   |
| Sales and marketing                                   |       | 14,156                 |       | 13,183          |       | 12,137 |   | 12,123 |   | 51,599 |   |
| Research and   development                            |       | 20,541                 |       | 21,534          |       | 22,178 |   | 23,782 |   | 88,035 |   |
| Administration                                        |       | 9,584                  |       | 8,835           |       | 8,865 |   | 9,073 |   | 36,357 |   |
| Restructuring costs                                   |       | 1,611                  |       | 1,581           |       | 4,316 |   | 132 |   | 7,640 |   |
| Integration costs                                     |       | 1,846                  |       | 1,631           |       | 727 |   | 906 |   | 5,110 |   |
| Amortization                                          |       | 3,106                  |       | 2,919           |       | 2,939 |   | 3,026 |   | 11,990 |   |
|                                                  |       | 50,844                 |       | 49,683          |       | 51,162 |   | 49,042 |   | 200,731 |   |
| Loss from   operations                                |       | (4,510                 | )          | (3,473          | )          | (2,208 | ) | (175 | ) | (10,366 | ) |
| Foreign exchange   gain (loss)                        |       | (3,658                 | )          | (5,460          | )          | 2,359 |   | (241 | ) | (7,000 | ) |
| Other income   (expense)                              |       | (130                   | )          | (103            | )          | 12 |   | (20 | ) | (241 | ) |
| Earnings (loss)   before income taxes                 |       | (8,298                 | )          | (9,036          | )          | 163 |   | (436 | ) | (17,607 | ) |
| Income tax recovery                                   |       | (689                   | )          | (399            | )          | (499 | ) | (1,221 | ) | (2,808 | ) |
| Net earnings (loss)   before non-controlling interest |       | (7,609                 | )          | (8,637          | )          | 662 |   | 785 |   | (14,799 | ) |
| Net loss   attributable to non-controlling interest   |       | (88                    | )          | (82             | )          | (48 | ) | (40 | ) | (258 | ) |
| Net earnings (loss)                                   |       | $                      | (7,521     | )               | $          | (8,555 | ) | $ | 710 |   | $ | 825 |   | $ | (14,541 | ) |
|                                                  |       |                   |       |            |       |   |   |   |   |   |   |
| Earnings (loss) per   share:                          |       |                   |       |            |       |   |   |   |   |   |   |
| Basic                                                 |       | $                      | (0.24      | )               | $          | (0.28 | ) | $ | 0.02 |   | $ | 0.03 |   | $ | (0.47 | ) |
| Diluted                                               |       | $                      | (0.24      | )               | $          | (0.28 | ) | $ | 0.02 |   | $ | 0.03 |   | $ | (0.47 | ) |
|                                                  |       |                   |       |            |       |   |   |   |   |   |   |
| Weighted average   number of shares (in thousands):   |       |                   |       |            |       |   |   |   |   |   |   |
| Basic                                                 |       | 31,050                 |       | 31,054          |       | 31,077 |   | 31,151 |   | 31,083 |   |
| Diluted                                               |       | 31,050                 |       | 31,054          |       | 31,208 |   | 31,493 |   | 31,083 |   |

 

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| ** **                                          | ** ** | **Quarter Ended** | ** ** | **Year**        | ** ** |
|-----------------------------------------------------|------------|------------------------|------------|-----------------|------------|
| **2009**                                            | ** ** | **Mar 31**        | ** ** | **Jun 30** | ** ** | **Sep 30** | ** ** | **Dec 31** | ** ** | **2009** | ** ** |
| ** **                                          | ** ** | ** **             | ** ** | ** **      | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Revenue                                             |       | $                      | 111,407    |            | $          | 135,348 |   | $ | 135,677 |   | $ | 143,952 |   | $ | 526,384 |   |
| Cost of goods sold                                  |       | 79,886                 |       | 86,895          |       | 87,088 |   | 95,223 |   | 349,092 |   |
| Gross margin                                        |       | 31,521                 |       | 48,453          |       | 48,589 |   | 48,729 |   | 177,292 |   |
|                                                |       |                   |       |            |       |   |   |   |   |   |   |
| Expenses:                                           |       |                   |       |            |       |   |   |   |   |   |   |
| Sales and marketing                                 |       | 9,362                  |       | 15,590          |       | 14,692 |   | 15,191 |   | 54,835 |   |
| Research and   development                          |       | 14,964                 |       | 22,672          |       | 22,546 |   | 19,884 |   | 80,066 |   |
| Administration                                      |       | 6,547                  |       | 10,792          |       | 9,589 |   | 9,625 |   | 36,553 |   |
| Acquisition costs                                   |       | 6,522                  |       | 804             |       | 364 |   | 95 |   | 7,785 |   |
| Restructuring costs                                 |       | 1,726                  |       | 8,869           |       | 5,332 |   | 4,678 |   | 20,605 |   |
| Integration costs                                   |       | 254                    |       | 936             |       | 1,332 |   | 1,337 |   | 3,859 |   |
| Amortization                                        |       | 2,420                  |       | 5,001           |       | 4,889 |   | (997 | ) | 11,313 |   |
|                                                |       | 41,795                 |       | 64,664          |       | 58,744 |   | 49,813 |   | 215,016 |   |
| Loss from   operations                              |       | (10,274                | )          | (16,211         | )          | (10,155 | ) | (1,084 | ) | (37,724 | ) |
| Foreign exchange   gain (loss)                      |       | (9,923                 | )          | 10,957          |       | 1,981 |   | (1,754 | ) | 1,261 |   |
| Other expense                                       |       | (4,022                 | )          | (10             | )          | (88 | ) | (279 | ) | (4,399 | ) |
| Loss before income   taxes                          |       | (24,219                | )          | (5,264          | )          | (8,262 | ) | (3,117 | ) | (40,862 | ) |
| Income tax expense   (recovery)                     |       | (267                   | )          | 1,229           |       | (634 | ) | 12 |   | 340 |   |
| Net loss before   non-controlling interest          |       | (23,952                | )          | (6,493          | )          | (7,628 | ) | (3,129 | ) | (41,202 | ) |
| Net loss   attributable to non-controlling interest |       | (287                   | )          | (622            | )          | — |   | (394 | ) | (1,303 | ) |
| Net loss                                            |       | $                      | (23,665    | )               | $          | (5,871 | ) | $ | (7,628 | ) | $ | (2,735 | ) | $ | (39,899 | ) |
|                                                |       |                   |       |            |       |   |   |   |   |   |   |
| Loss per share:                                     |       |                   |       |            |       |   |   |   |   |   |   |
| Basic                                               |       | $                      | (0.76      | )               | $          | (0.19 | ) | $ | (0.25 | ) | $ | (0.09 | ) | $ | (1.29 | ) |
| Diluted                                             |       | $                      | (0.76      | )               | $          | (0.19 | ) | $ | (0.25 | ) | $ | (0.09 | ) | $ | (1.29 | ) |
|                                                |       |                   |       |            |       |   |   |   |   |   |   |
| Weighted average   number of shares (in thousands): |       |                   |       |            |       |   |   |   |   |   |   |
| Basic                                               |       | 31,032                 |       | 31,032          |       | 31,032 |   | 31,042 |   | 31,035 |   |
| Diluted                                             |       | 31,032                 |       | 31,032          |       | 31,032 |   | 31,042 |   | 31,035 |   |

 

Our quarterly results may fluctuate from quarter to quarter because our operating expenses are determined based on anticipated sales, are generally fixed and are incurred throughout each fiscal quarter.  The impact of significant items incurred during the first three interim periods of each fiscal year are discussed in more detail and disclosed in our quarterly reports and MD&A.  Items affecting our results were as follows:

 

·            The decrease in our net loss in the second quarter of 2009 compared to the first quarter of 2009 was a result of an increase in gross margin that resulted from product cost reductions and the addition of higher margin products from the acquisition of Wavecom, as well as a decrease in acquisition and financing costs and a foreign exchange gain.  These decreases to our net loss were partially offset by an increase in operating expenses due to the acquisition of Wavecom, restructuring costs and income tax expense.

 

·            In the third quarter of 2009, our loss from operations decreased to $10.2 million from $16.2 million in the second quarter of 2009, primarily as a result of a decrease in restructuring and acquisitions costs.  Our operating expenses also decreased due partly to the impact of the restructurings that occurred in May 2009.  Our net loss increased to $7.6 million in the third quarter of 2009, compared to a net loss of $5.9 million in the second quarter of 2009 as a result of a decrease in foreign exchange gain, partially offset by a decrease in income tax expense.

 

·            In the fourth quarter of 2009, our loss from operations and net loss decreased to $1.1 million and $2.7 million, respectively, compared to $10.2 million and $7.6 million, respectively, in the third quarter of 2009, primarily as a result of the reversal of purchase price amortization.  During the fourth quarter we received a

 

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third party valuation report and revised our estimates of the fair value of the identifiable assets acquired and liabilities assumed which resulted in the adjustment of our purchase price amortization of intangible assets.

 

·            In the first quarter of 2010, our loss from operations and net loss increased to $4.5 million and $7.5 million, respectively, compared to $1.1 million and $2.7 million, respectively, in the fourth quarter of 2009 primarily as a result of the increase in amortization expense.  In the fourth quarter of 2009, a reversal of purchase price amortization was recorded to reflect the amounts in the third party valuation report and no such reversal occurred in the first quarter of 2010.

 

·            In the second quarter of 2010, our loss from operations and net loss amounted to $3.5 million and $8.6 million, respectively, compared to $4.5 million and $7.5 million, respectively, in the first quarter of 2010.  Our loss from operations decreased primarily due to operating cost reductions related to the integration of Wavecom and Sierra Wireless.

 

·            In the third quarter of 2010, our loss from operations amounted to $2.2 million, compared to $3.5 million in the second quarter of 2010.  Our loss from operations decreased primarily due to cost reductions and an increase in revenue.   In the third quarter of 2010 we had net earnings of $0.7 million compared to a net loss of $8.6 million in the second quarter of 2010.  Our net earnings increased primarily due to the decrease in the loss from operations and a foreign exchange gain of $2.4 million in the third quarter of 2010, compared to a foreign exchange loss of $5.5 million in the second quarter of 2010.

 

·            In the fourth quarter of 2010, our loss from operations amounted to $0.2 million, compared to $2.2 million in the third quarter of 2010.  Our loss from operations decreased primarily due to a reduction in restructuring costs.  In the fourth quarter of 2010, net earnings were $0.8 million, compared to net earnings of $0.7 million in the third quarter of 2010.  Net earnings in the fourth quarter of 2010 resulted primarily due to the decrease in loss from operations, a foreign exchange loss of $0.2 million and an income tax recovery of $1.2 million, compared to a foreign exchange gain of $2.4 million and an income tax recovery of $0.5 million in the third quarter of 2010.

 

**Cautionary Note Regarding Forward-looking Statements**

 

Certain statements and information in this report 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 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 transition period to our 4G products;

·                  Expected cost of goods sold;

·                  Expected component supply constraints;

 

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·                  Our ability to “win” new business;

·                  That wireless network operators will deploy next generation networks when expected;

·                  Our operations are not adversely disrupted by component shortages or other development, operating or regulatory risks;

·                  Expected tax rates and foreign exchange rates.

 

·                  Are subject to substantial known and unknown material risks and uncertainties.  As a result, our actual results, achievements and developments in our business may differ significantly from our current expectations. These risk factors and others are discussed below under “Risk Factors” and in our other regulatory filings with the SEC in the United States and the provincial securities commissions in Canada.  Certain of these material risks are listed below:

 

·                  Actual sales volumes or prices for our products and services are lower than we expect for any reason including, without limitation, the continuing uncertain economic conditions, price and product competition, different product mix, the loss of any of our significant customers, competition from new or established wireless communication companies.

·                  The cost of products sold are higher than planned or necessary component supplies are not available, are delayed or are not available on commercially reasonable terms.

·                  We are unable to enforce our intellectual property rights or are subject to litigation that has an adverse outcome.

·                  The development and timing of the introduction of our new products is later than we expect or is indefinitely delayed.

·                  Transition periods associated with the migration to new technologies are longer than we expect.

 

**Risk Factors**

 

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.  Other risks and uncertainties may become material in the future or ones we currently believe to be immaterial may become material in the future.  If any of the following risks actually occurs, our business, financial condition and results of operations, as well as the market price of our common shares, could be materially adversely affected.

 

**Our quarterly financial results are subject to fluctuations 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:

 

·            Design win cycles in our embedded module business;

 

·            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;

 

·            Concentration in our customer base;

 

·            Seasonality in demand;

 

·            Product mix of our sales.  Our products have different gross margins — for example the embedded module product line has lower gross margins than the higher margin rugged mobile product line;

 

·            Possible delays or shortages in component supplies;

 

·            The ability to accurately forecast demand in order to properly align the purchase of components and the appropriate level of manufacturing capability;

 

·            Potential commoditization and saturation in certain markets;

 

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·            Transition periods associated with the migration of new technologies;

 

·            The development and timing of the introduction of our new products;

 

·            The securing of channel slots for new products and the timing of sales orders and OEM and carrier customer sell through;

 

·            The amount of inventory held by our channel partners;

 

·            Possible cyclical fluctuations related to the evolution of wireless technologies;

 

·            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;

 

·            Possible increased inventory levels;

 

·            Possible fluctuations in certain foreign currencies relative to the U.S. dollar; and

 

·            The achievement of milestones related to our professional services contracts.

 

Because our operating expenses are determined based on anticipated sales, are generally fixed and are incurred throughout each fiscal quarter, any of the factors listed above could cause significant variations in our revenues, gross margin and earnings in any given quarter.

 

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. In addition, the global financial markets have experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of many technology companies and that often have been unrelated to the operating performance of these companies or have resulted from the failure of the operating results of such companies to meet market expectations in a particular quarter. 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.

 

**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 intensified competition. More established and larger companies with different business models, strong brands and greater financial, technical and marketing resources sell products that compete with ours and we expect this competition to intensify. Business combinations by our competitors or the network carriers could weaken our competitive position.  We also may 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.

 

**Continued difficult or uncertain 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 in those economies.  The market turmoil and tightening of credit have led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility and widespread reduction of business activity generally.  To the extent that we experience further global economic deterioration, 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 purchase orders for our products, or suffer from business failure, resulting in a decline in our revenues and profitability that could be material.

 

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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.

 

**The loss of any of our significant customers could adversely affect our revenue and profitability, and therefore shareholder value.**

 

We sell our products through network carriers, resellers and OEMs and we are dependent on a limited number of customers for a significant portion of our revenue.  Most of these network carriers, resellers and OEMs also sell products of our competitors.  Accordingly, our business and future success depends on our ability to maintain and build on existing relationships and develop new relationships with network carriers, resellers and OEMs.  If any 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.  We expect that a limited number of significant customers will account for a significant portion of our revenues for the foreseeable future.  In the year ended December 31, 2010, two customers individually accounted for more than 10% of our revenue, and in the aggregate, these two customers represented approximately 26% of our revenue.

 

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 infringe on the intellectual property rights of others.**

 

Our business success depends on us not infringing on the intellectual property rights owned by others.  The industry in which we operate has many participants that own, or claim to own, proprietary intellectual property. In the past we have received, and in the future may 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.  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.  Rights to intellectual property can be difficult to verify and litigation may be necessary to establish whether or not we have infringed the intellectual property 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 liable for potentially substantial damages, liabilities and litigation costs, including attorneys’ fees;

 

·            We may be prohibited from further use of our intellectual property 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;

 

·            The diversion of management’s attention and resources;

 

·            Our relationships with customers may be adversely affected; and

 

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·    We may be required to indemnify our customers for certain costs and damages they incur in such a claim.

 

In addition to being 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 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. In addition, there is no assurance that third party licenses we execute will be on commercially reasonable terms.

 

Under purchase orders and contracts for the sale of our products we may provide indemnification to our customers for potential intellectual property infringement claims for which we may have no corresponding recourse against our third party licensors. This potential liability, if realized, could materially adversely affect our business, operating results and financial condition.

 

**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, 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.  Alternate sources of components may not be available.  If there is a shortage of any such components and we cannot obtain an appropriate substitute, 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 depend on a limited number of third parties to purchase certain components and 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 purchase of certain components and the manufacturing of our products to a limited number of third parties and depend heavily on the ability of these manufacturers to meet our needs in a timely and satisfactory manner at a reasonable cost. We currently rely on two manufacturers, either of whom may terminate the manufacturing contract with us at the end of any contract year. Our reliance on third party manufacturers subjects us to a number of risks, including the following:

 

·            The absence of guaranteed or adequate manufacturing capacity;

 

·            Reduced control over delivery schedules, production levels, manufacturing yields, costs and productquality;

 

·            Potential business interruption;

 

·            Their inability 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.

 

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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 instructed our manufacturer to build (and 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.

 

**We may have difficulty responding to changing technology, industry standards and customer requirements, which could cause us to be unable to recover our research and development expenses and our revenue could decline.**

 

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 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 are unable to recover our research and development expenses, and may result in a decrease in the market price for our shares.

 

We develop products to meet our customers’ requirements.  Original equipment manufacturer customers award design wins for the integration of wide area wireless embedded 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 in 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.

 

**Fluctuations in exchange rates between the U.S. dollar and other currencies, including the Canadian dollar, Euro and Australian dollar may affect our operating results.**

 

We are exposed to fluctuations in the exchange rate between the U.S. dollar and the Canadian dollar through our operations in Canada, the Euro primarily through our operations in Europe and the Australian dollar through sales to certain customers. To reduce our risk related to currency fluctuations, we purchase inventory, other cost of sales items and many of our services in U.S. dollars, where practical.  However, some of our operating costs are still incurred in non-U.S. dollar currencies, primarily those relating to marketing, administration and a portion of our research and development. To the extent that there are fluctuations in the U.S. dollar relative to other currencies, our operating results may be negatively impacted.

 

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**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.  Our expansion into international operations exposes us to additional risks unique to such international markets, including 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;

 

·            Language and cultural differences;

 

·            Potential adverse tax consequences;

 

·            Difficulty in managing a worldwide workforce in compliance with 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 do not have fixed-term employment agreements with our key personnel and the loss of any key personnel may harm our ability to compete effectively.**

 

None of our executive officers or other key employees has entered into an employment agreement for any specific term. 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. The loss of executive officers and key employees could disrupt our operations and our ability to compete effectively could be adversely affected.

 

**We rely on certain internal processes, networks and systems to efficiently operate and report on our business.**

 

Failure of these internal processes, networks or systems could negatively impact our ability to operate or accurately report on our business.

 

**Acquisitions of companies or technologies, including our acquisition of Wavecom, may result in disruptions to our business or may not achieve the anticipated benefits.**

 

As part of our business strategy, we have acquired and may continue to acquire additional assets and businesses principally relating to or complementary to our current operations.  On February 27, 2009, we completed our acquisition of Wavecom.  Any acquisitions and/or mergers by us will be accompanied by the risks commonly encountered in acquisitions of companies. These risks include, among other things:

 

·            Exposure to unknown liabilities of acquired companies, including unknown litigation related to acts or omissions of our acquired company and/or its directors and officers prior to the acquisition;

 

·    Higher than anticipated acquisition and integration costs and expenses;

 

·            Effects of costs and expenses of acquiring and integrating new businesses on our operating results and financial condition;

 

·    The difficulty and expense of integrating the operations and personnel of the companies;

 

·    Possible use of cash to support the operations of an acquired business;

 

·            Possible increase in foreign exchange translation risk depending on the denomination of the revenue and expenses of the acquired business;

 

·    Disruption of our ongoing business;

 

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·            Diversion of management’s time and attention away from our existing business during the integration process;

 

·            Failure to maximize our financial and strategic position by the successful incorporation of acquired technology;

 

·            The inability to implement uniform standards, controls, procedures and policies;

 

·            The loss of key employees and customers as a result of changes in management;

 

·            The incurrence of amortization expenses;

 

·            As a result of the growth of our company, we may seek to raise additional capital through an offering of common shares, preference shares or debt, which may result in dilution and/or the issuance of securities.  As a result, our share price may decline; 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.

 

**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 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 our managerial 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. We do not know if any of this type of litigation and resulting expenses will be covered by insurance. In addition, these lawsuits may cause our insurance premiums to increase in future periods.

 

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**We depend on wireless network carriers to 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 or 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 regulation 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 obtain approvals for future products on a timely basis, or at all. In addition, regulatory requirements may change or we may not be able to obtain regulatory approvals from countries in which we may desire to sell products in the future.

 

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