VANCOUVER, British Columbia–(BUSINESS THREAD)–Sierra Wireless, Inc. (NASDAQ: SWIR) (TSX: SW) today reported preliminary financial results for the second quarter of 2022. All results are presented in US dollars and prepared in accordance with US generally accepted accounting principles. (“GAAP”), unless otherwise noted below.
For the second quarter of 2022, preliminary revenue is expected to be between $185 million and $189 million. Adjusted EBITDA* is expected to be between $21 million and $23 million, compared to first quarter 2022 adjusted EBITDA* of $15.8 million.
Sierra Wireless’ second quarter 2022 unaudited financial information in this press release is preliminary and subject to completion of quarter-end financial reporting processes.
Agreement to be acquired by Semtech Corporation
Sierra Wireless’ preliminary results are provided in conjunction with today’s announcement that Sierra Wireless has entered into a definitive agreement to be acquired by Semtech Corporation. See today’s announcement titled “Semtech Corporation to Acquire Sierra Wireless” available on the Sierra Wireless website.
Due to Sierra Wireless’ pending transaction with Semtech, Sierra Wireless will cancel its August 11, 2022 conference call and webcast to discuss these financial results. The company will release its full financial results for the second quarter of 2022 on August 11, 2022. In addition, Sierra Wireless will not provide financial guidance for the third quarter of 2022.
Non-GAAP financial measures
This press release refers to a non-GAAP financial measure, such as references designated with an asterisk
. Our consolidated financial statements are prepared in accordance with US GAAP on a consistent basis for all periods presented. In addition to results reported in accordance with US 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 expected future financial performance, financial position or cash flows that: (i) excludes amounts or is subject to to adjustments that have the effect of excluding amounts, which are included to the most directly comparable extent calculated and presented in accordance with US GAAP in the income statement, balance sheet or cash flow statement of a company; 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.
The non-GAAP financial measure referred to in this press release is adjusted EBITDA* (earnings before interest, taxes, depreciation and amortization).
Adjusted EBITDA* is defined as net earnings (losses) from continuing operations plus share-based compensation expense and related payroll taxes, phantom RSU expense representing expenses related to cash-settled compensation units depending on the share price at acquisition, restructuring costs, govt. grants related to COVID-19 relief, CEO retirement/search, impairment, gain on sale of Omnilink, ransomware incident, incremental costs of COVID-19 factory curtailment , certain other non-recurring costs or recoveries, amortization, interest and other income (expenses), exchange gains or losses due to conversion of certain balance sheet accounts, unrealized exchange gains or losses on forward contracts, recognition of conversion adjustments accumulated in dissolution of subsidiaries and expense (recovery) for tax on profits. Adjusted EBITDA* is a metric used by investors and analysts for valuation purposes and is an important indicator of our operating performance and our ability to generate liquidity through operating cash flow that will fund future working capital needs and will fund future capital expenditures.
We use the above-mentioned non-GAAP financial measure for planning purposes and to enable us to assess the performance of our business before including the impacts of the above-mentioned items as they affect the comparability of our financial results. Non-GAAP financial measures are reviewed periodically by management and the Board of Directors as part of the ongoing internal evaluation of our operating performance. We disclose non-GAAP financial measures because we believe they provide useful information to investors and analysts to assist in their evaluation of our operating results and to assist in period-to-period comparisons.
Readers are cautioned that non-GAAP financial measures have no standardized meaning prescribed by US GAAP and therefore may not be comparable to similar measures presented by other companies.
Exemption from liability
This press release contains certain previously published second quarter financial metrics related to our financial performance. The second quarter financial metrics contained in this press release are preliminary and represent the most current information available to our management, as financial close procedures for the three and six months ended June 30, 2022 have not yet been completed. ‘have completed Our actual interim financial statements for such period may result in material changes in the financial metrics summarized in this press release (including one financial metric, or both financial metrics, below or above the numbers indicated) as as a result of the completion of normal accounting procedures and adjustments at the end of the quarter, and also what could be expected to be found in the final interim financial statements based on the financial metrics summarized in this press release. Although we believe that the expectations reflected in this press release are based on reasonable assumptions, we cannot guarantee that actual results will not differ materially from those expectations. Therefore, readers are cautioned not to place undue reliance on the guidance financial statements contained herein.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain statements and information that are not based on historical facts and that constitute forward-looking statements or forward-looking information within the meaning of the US Private Securities Litigation Reform Act of 1995 and the Canadian securities laws (col· lectively, “prospective”. statements”). These forward-looking statements are made as of the date hereof, and we neither intend nor undertake any obligation to update these forward-looking statements, except as required by applicable securities legislation.
Forward-looking statements are provided to help you understand our views about our short-term and long-term plans, expectations and prospects. We caution you that forward-looking statements may not be appropriate for other purposes. In certain cases, forward-looking statements include words and phrases about the future such as “outlooks,” “guidance,” “will,” “may,” “expects,” “expects,” “anticipates,” “believes,” “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “targets”, “potential”, “possible” or variations thereof. The forward-looking statements contained in this press release include, but are not limited to, statements and information related to our financial guidance, including the second quarter of 2022; the expected timing of our second quarter 2022 interim financial results; and the consummation of the proposed operation described here. Forward-looking statements reflect management’s current expectations as of the date the statements are made and are based on a number of important assumptions and estimates that, although believed to be reasonable by management, by their very nature are inherently subject to significant known and unknown risks and uncertainties. . Many factors could cause our actual results, achievements and developments in our business to differ materially from those expressed or implied by our forward-looking statements, including but not limited to: failure to meet financial expectations or financial performance being materially inferior or higher than expected; failure to obtain stockholder approval as required for the proposed transaction; the failure to obtain regulatory and other consents and approvals required for the closing of the proposed transaction, including the approval of the Supreme Court of British Columbia; failure to comply with the conditions for the closing of the proposed operation; the occurrence of any event, change or other circumstance that may lead to the termination of the definitive agreement; the risk that the proposed transaction will not be consummated; and the additional risk factors set forth in our annual information form included as part of our Form 40-F filed with the Securities Exchange Commission on March 18, 2022 and available on our profile on SEDAR atwww.sedar.com
in each case, as these risk factors may be updated, modified or replaced from time to time by subsequent reports we file with the Securities and Exchange Commission and applicable securities commissions or regulatory authorities in Canada.
Although we have attempted to identify important factors that could cause our actual results, performance or achievements to differ materially from those described in our forward-looking statements, there may be other factors that could cause our results, performance or achievements to differ from those anticipated, estimated or expected. There can be no assurance that our forward-looking statements will prove to be accurate, as our actual results, performance or achievements could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements contained herein.
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