Sierra Wireless (UK) Limited - Limited company accounts 18.2

REGISTERED NUMBER: 04172042 (England and Wales)

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2018

for

Sierra Wireless (UK) Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

5

Balance Sheet

6

Statement of Changes in Equity

7

Notes to the Financial Statements

8

DIRECTORS:

D McLennan

A D Schieler

SECRETARY:

D McLennan

REGISTERED OFFICE:

Boston House

2A Boston Road

Henley-On-Thames

RG9 1DY

REGISTERED NUMBER:

04172042 (England and Wales)

SENIOR STATUTORY AUDITOR:

Nicholas Smith ACA, CTA

AUDITORS:

Villars Hayward LLP

Chartered Accountants,

Chartered Tax Advisers and Registered Auditors

Boston House

Henley-on-Thames

RG9 1DY

The directors present their report with the financial statements of the company for the year ended 31 December 2018.

PRINCIPAL ACTIVITY

The company's principal activity for the year under review is the provision of business development, marketing and technical support services

relating to embedded modules and software for original equipment manufacturers, or OEM's, 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.

DIRECTORS

D McLennan has held office during the whole of the period from 1 January 2018 to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and

regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to

prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting

Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of

Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view

of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the

directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and

disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements

comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable

steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the

company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself

aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Villars Hayward LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

D McLennan - Secretary

4 December 2019

Opinion

We have audited the financial statements of Sierra Wireless (UK) Limited (the 'company') for the year ended 31 December 2018 which comprise

the Income Statement, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant

accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom

Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of

Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2018 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under

those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are

independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,

including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe

that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the
company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the
financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but

does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report,

we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether

the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be

materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether

there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have

performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing

to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified

material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of

the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine

necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern,

disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to

liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at

www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit

work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the

Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the

company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Nicholas Smith ACA, CTA (Senior Statutory Auditor)

for and on behalf of Villars Hayward LLP

Chartered Accountants,

Chartered Tax Advisers and Registered Auditors

Boston House

Henley-on-Thames

RG9 1DY

5 December 2019

TURNOVER

5,011,442

4,698,521

Administrative expenses

4,660,605

4,236,643

OPERATING PROFIT

350,837

461,878

Amounts written off investments

-

3,314,501

PROFIT/(LOSS) BEFORE TAXATION

350,837

(2,852,623

)

Tax on profit/(loss)

7,393

94,433

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

343,444

(2,947,056

)

FIXED ASSETS

Investments

4

1,398

1

CURRENT ASSETS

Debtors

5

3,792,688

2,722,607

Cash at bank

1,125,642

1,232,032

4,918,330

3,954,639

CREDITORS

Amounts falling due within one year

6

2,485,833

1,864,189

NET CURRENT ASSETS

2,432,497

2,090,450

TOTAL ASSETS LESS CURRENT LIABILITIES

2,433,895

2,090,451

CAPITAL AND RESERVES

Called up share capital

2,860,980

Retained earnings

(427,085

)

(770,529

)

SHAREHOLDERS' FUNDS

2,433,895

2,090,451

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors on 4 December 2019 and were signed on its behalf by:

D McLennan - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 January 2017

2,860,980

2,176,527

5,037,507

Changes in equity

Total comprehensive income

-

(2,947,056

)

(2,947,056

)

Balance at 31 December 2017

2,860,980

(770,529

)

2,090,451

Changes in equity

Total comprehensive income

-

343,444

Balance at 31 December 2018

2,860,980

(427,085

)

2,433,895

1.	STATUTORY INFORMATION

Sierra Wireless (UK) Limited is a private company, limited by shares incorporated in England and Wales and has its registered office at

Boston House, Boston Road, Henley-on-Thames, RG9 1DY. The company is a wholly owned subsidiary undertaking of Sierra Wireless

Inc. a limited company registered in Canada.

The company's principal activity for the year under review is the provision of business development, marketing and technical support

services relating to embedded modules and software for original equipment manufacturers, or OEM's, 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.

The functional currency of the company is US Dollars ($). These financial statements are presented in Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Sierra Wireless (UK) Limited as an individual company and do not contain

consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006

from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full

consolidation in the consolidated financial statements of its parent, Sierra Wireless, Inc, whose registered office is at 13811 Wireless

Way, Richmond, BC, Canada, V6V 3A4.

Turnover

Turnover is measured at the fair value of consideration received or receivable, net of discounts and value added taxes. Turnover

includes revenue earned from the sale of goods and from the rendering of services. Turnover from the sale of goods is recognised

when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of

services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by

comparing the costs incurred for work performed to date to the total estimated contract costs.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

At each balance sheet date, the company reviews the carrying amount of its tangible fixed assets to determine whether there is any

indication that any investments have suffered an impairment loss. If any such indication exists, the recoverable amount of the

investment is estimated in order to determine the extent of the impairment loss, if any.

Taxation

Tax on profit represents the sum of the tax currently payable.

Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the

basis of tax rates and laws that have been enacted or substantively enacted by the period end.

Foreign currencies

Monetary Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the Balance sheet

date. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of transaction. Transactions

in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are

taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Leases that do not transfer all the risks and regards of ownership are classified as operating leases. Payments under operating leases

are charged to the profit and loss account on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged

to profit or loss in the period to which they relate. The assets of the scheme are held separately from those of the company in an

independent administered fund.

Financial assets and liabilities

Trade and other debtors are initially recognised at transaction price and are subsequently remeasured to amortised cost using the

effective interest method, less impairment losses for bad and doubtful debts, except where the effect of discounting would be

immaterial. In such cases, the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents comprise cash at bank and in hand, demand deposits with banks, other short-term highly liquid investments

with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within current

liabilities.

Trade and other creditors are initially recognised at transaction price and are subsequently remeasured to amortised cost using the

effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

Related party disclosures and preparation of a cash flow statement

The company claims exemption from both the disclosure of related party transactions and the preparation of a cashflow statement in

accordance with FRS 102 Section 1A.

Going concern

The accounts have been prepared on the assumption that the company is able to carry on business as a going concern which the

directors consider appropriate having regard to the circumstances outlined in the notes to the accounts.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 18 (2017 - 17 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2018

1

Additions

1,397

At 31 December 2018

1,398

NET BOOK VALUE

At 31 December 2018

1,398

At 31 December 2017

1

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.18

31.12.17

£

Amounts owed by group undertakings

3,643,649

2,607,902

Other debtors

149,039

114,705

3,792,688

2,722,607

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.18

31.12.17

£

Trade creditors

179,888

47,252

Amounts owed to group undertakings

1,649,272

958,699

Other creditors

656,673

858,238

2,485,833

1,864,189

7.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Sierra Wireless Inc.

Sierra Wireless Inc. is the parent of the group of companies of which Sierra Wireless (UK) Ltd is a member. Consolidated financial

statements are available from the companies registered office located at 13811 Wireless Way, Richmond BC, Canada, V6V 3A3.

8.	GUARANTEES

On July 31, 2018, Sierra Wireless Inc., the parent corporation of the Company, granted certain credit facilities pursuant to a credit

agreement (the 'Credit Agreement') among Sierra Wireless Inc., as borrower, Canadian Imperial Bank of Commerce as administrative

agent to the lender (the 'Agent') and Canadian Imperial Bank of Commerce as lender (the 'Lender'), As required by the Credit

Agreement, the Company provided the following guarantee and security:

1. By Guarantee dated July 31, 2018, the Company guaranteed all present and future indebtedness, liabilities and obligations of Sierra

Wireless Inc. to the Agent and Lender in connection with the Credit Agreement; and

2. By Debenture dated July 31, 2018, the Company granted in favour of the Agent, for its own benefit and on behalf of the Lender, a

fixed and floating charge and security interest over all of the Company's present and future acquired properties, rights and assets; and

3. By Share Charge dated July 31, 2018, the Company granted in favour of the Agent, for its own benefit and on behalf of the Lender, a

share charge over all of the shares and related rights and interests of Cambridge Executive Limited that the Company owned at the

date of the deed, July 31, 2018.

9.	GOING CONCERN

The balance sheet reports a negative retained earnings position. The directors are aware of this and have reported this to the

shareholders who are happy with the financial position of the company. The shareholders have confirmed that they will provide

financial support as necessary to support the working capital requirements of the company for the foreseeable future.

As a result of this the directors therefore consider it appropriate to prepare accounts on a going concern basis.