8-K
BLACKBERRY Ltd (BB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
September 24, 2020
Date of Report (date of earliest event reported)
BlackBerry Limited
(Exact name of registrant as specified in its charter)
| Canada | 001-38232 | 98-0164408 | ||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||
| 2200 University Ave East | ||||||
| Waterloo | Ontario | Canada | N2K 0A7 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
(519) 888-7465
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares | BB | New York Stock Exchange |
| Common Shares | BB | Toronto Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Item 2.02 Results of Operations and Financial Condition
On September 24, 2020, BlackBerry Limited (“BlackBerry”) issued a press release announcing its financial results for the quarter ended August 31, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. BlackBerry also released an income statement summary, furnished as Exhibit 99.2 to this Form 8-K, which provides additional comparative detail about its financial results.
The information contained in this Form 8-K, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release, datedSeptember24, 2020, issued by BlackBerry Limited |
| 99.2 | BlackBerry Investor Relations Income Statement Summary |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BlackBerry Limited | ||||||||
|---|---|---|---|---|---|---|---|---|
| Date: | September 24, 2020 | By: | /s/ Steve Rai | |||||
| Name: | Steve Rai | |||||||
| Title: | Chief Financial Officer |
Document
Exhibit 99.1
September 24, 2020
FOR IMMEDIATE RELEASE
BlackBerry Reports Strong Fiscal 2021 Second Quarter Results, Beating Both Revenue And EPS Expectations
•Total company non-GAAP revenue of $266 million; total company GAAP revenue of $259 million, both reporting sequential and year-on-year growth.
•Non-GAAP earnings per basic and diluted share of $0.11; GAAP loss per basic and diluted share of $0.04.
•Net cash generated from operating activities of $31 million.
Waterloo, Ontario - BlackBerry Limited (NYSE: BB; TSX: BB) today reported financial results for the three months ended August 31, 2020 (all figures in U.S. dollars and U.S. GAAP, except where otherwise indicated).
“We are pleased to report sequential and year-over-year revenue growth this quarter, exceeding expectations, despite the ongoing challenges from COVID-19,” said John Chen, Executive Chairman & CEO, BlackBerry. “Continued demand for our secure, ‘Work from Anywhere’, solutions remains a major driver for our BlackBerry Spark business, which performed well this quarter. Some signs of recovery in auto production point to sequential revenue growth and a return to a normal run rate for QNX by early next year. Continued QNX design wins and significant cybersecurity partnerships position the business strongly for the future. We are also seeing positive signs from our focus on the key components of our go-to-market strategy, including: strong channel partnerships, marketing, customer success and investing in new talent for our sales force.”
Second Quarter Fiscal 2021 Financial Highlights
•Total company non-GAAP revenue for the second quarter of fiscal 2021 was $266 million. Total company GAAP revenue for the second quarter of fiscal 2021 was $259 million.
•Recurring non-GAAP software product revenue continues to be approximately 90%.
•Non-GAAP gross margin was 78% and GAAP gross margin was 77%.
•Non-GAAP operating earnings were $63 million. GAAP operating loss was $22 million.
•Non-GAAP earnings per share was $0.11 (basic and diluted). GAAP net loss per share was $0.04 (basic and diluted).
•Total cash, cash equivalents, short-term and long-term investments were $977 million.
•Net cash generated from operating activities was $31 million.
•Following quarter end successfully redeemed existing $605 million of convertible debentures and issued $365 million of new convertible debentures – reducing level of debt by $240 million and saving $16 million of interest expense on an annualized basis.
Second Quarter Achievements
•BlackBerry QNX and Desay SV Automotive together developed the autonomous driving domain controller for Xpeng Motor’s new P7 high-performance electric vehicle.
•BlackBerry® QNX® technology to be used by StradVision, in ADAS and autonomous vehicle systems from South Korean automakers
•Customer wins for new BlackBerry Spark® Suites continue to build, including the US Air Force, the UK’s Ministry of Defence, the Royal Canadian Mint, Rolls Royce and Lloyds Bank.
•BlackBerry® UEM became the only unified endpoint management system approved to be included on DoDIN Approved Products List (APL).
•BlackBerry SecuSUITE® for Government received accreditation from Government of Canada.
•BlackBerry Secusmart technology now used by 17 governments around the globe.
•Strong progress in various parts of go-to-market strategy, including recently announced partnership with TELUS to resell BlackBerry® AtHoc®, the most secure critical event management solution, across Canada. Adds to previous announcements with Bell and Vodafone.
Outlook
BlackBerry will provide fiscal year 2021 outlook in connection with the quarterly earnings announcement on its earnings conference call. The earnings call transcript will be made available on our website and on SEDAR.
Use of Non-GAAP Financial Measures
The tables at the end of this press release include a reconciliation of the non-GAAP financial measures used by the company to comparable U.S. GAAP measures and an explanation of why the company uses them.
Conference Call and Webcast
A conference call and live webcast will be held today beginning at 8:00 a.m. ET, which can be accessed by dialing +1 (877) 682-6267 or by logging on at BlackBerry.com/Investors. A replay of the conference call will also be available at approximately 11 a.m. ET by dialing +1 (800) 585-8367 and entering Conference ID #1797999 and at the link above.
About BlackBerry
BlackBerry (NYSE: BB; TSX: BB) provides intelligent security software and services to enterprises and governments around the world. The company secures more than 500M endpoints including more than 175M cars on the road today. Based in Waterloo, Ontario, the company leverages AI and machine learning to deliver innovative solutions in the areas of cybersecurity, safety and data privacy solutions, and is a leader in the areas of endpoint security management, encryption, and embedded systems. BlackBerry’s vision is clear - to secure a connected future you can trust.
BlackBerry. Intelligent Security. Everywhere.
For more information, visit BlackBerry.com and follow @BlackBerry.
Investor Contact:
BlackBerry Investor Relations
+1 (519) 888-7465
investor_relations@blackberry.com
Media Contact:
BlackBerry Media Relations
+1 (519) 597-7273
mediarelations@blackberry.com
This news release contains forward-looking statements within the meaning of certain securities laws, including under the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws, including statements regarding BlackBerry’s plans, strategies and objectives including its expectations as to certain fiscal 2021 non-GAAP financial results, its intentions to achieve QNX revenue growth and strengthened business performance, and to increase and enhance its product and service offerings.
The words “expect”, “anticipate”, “estimate”, “may”, “will”, “should”, “could”, “intend”, “believe”, “target”, “plan” and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are based on estimates and assumptions made by BlackBerry in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that BlackBerry believes are appropriate in the circumstances, including but not limited to, BlackBerry’s expectations regarding its business, strategy, opportunities and prospects, the launch of new products and services, general economic conditions particularly in light of COVID-19, competition, and BlackBerry’s expectations regarding its financial performance. Many factors could cause BlackBerry’s actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, risks related to the following factors: BlackBerry’s ability to enhance, develop, introduce or monetize products and services for the enterprise market in a timely manner with competitive pricing, features and performance; BlackBerry’s ability to maintain or expand its customer base for its software and services offerings to grow revenue or achieve sustained profitability; the intense competition faced by BlackBerry; the occurrence or perception of a breach of BlackBerry’s network cybersecurity measures, or an inappropriate disclosure of confidential or personal information; the failure or perceived failure of BlackBerry’s solutions to detect or prevent security vulnerabilities; the outbreak of the
COVID-19 coronavirus; BlackBerry’s continuing ability to attract new personnel, retain existing key personnel and manage its staffing effectively; BlackBerry’s dependence on its relationships with resellers and channel partners; BlackBerry’s ability to obtain rights to use third-party software and its use of open source software; failure to protect BlackBerry’s intellectual property and to earn revenues from intellectual property rights; litigation against BlackBerry; the substantial asset risk faced by BlackBerry, including the potential for charges related to its long-lived assets and goodwill; BlackBerry’s indebtedness; acquisitions, divestitures and other business initiatives; BlackBerry’s products and services being dependent upon interoperability with rapidly changing systems provided by third parties; BlackBerry being found to have infringed on the intellectual property rights of others; the use and management of user data and personal information; network disruptions or other business interruptions; government regulations applicable to BlackBerry’s products and services, including products containing encryption capabilities; foreign operations, including fluctuations in foreign currencies; the failure of BlackBerry’s suppliers, subcontractors, channel partners and representatives to use acceptable ethical business practices or comply with applicable laws; BlackBerry’s ability to generate revenue and profitability through the licensing of security software and services or the BlackBerry brand to device manufacturers; BlackBerry’s reliance on third parties to manufacture and repair its hardware products; fostering an ecosystem of third-party application developers; regulations regarding health and safety, hazardous materials usage and conflict minerals, and to product certification risks; tax provision changes, the adoption of new tax legislation or exposure to additional tax liabilities; the fluctuation of BlackBerry’s quarterly revenue and operating results; the volatility of the market price of BlackBerry’s common shares; and adverse economic and geopolitical conditions.
These risk factors and others relating to BlackBerry are discussed in greater detail in BlackBerry’s Annual Report on Form 10-K and the “Cautionary Note Regarding Forward-Looking Statements” section of BlackBerry’s MD&A (copies of which filings may be obtained at www.sedar.com or www.sec.gov). All of these factors should be considered carefully, and readers should not place undue reliance on BlackBerry’s forward-looking statements. Any statements that are forward-looking statements are intended to enable BlackBerry’s shareholders to view the anticipated performance and prospects of BlackBerry from management’s perspective at the time such statements are made, and they are subject to the risks that are inherent in all forward-looking statements, as described above, as well as difficulties in forecasting BlackBerry’s financial results and performance for future periods, particularly over longer periods, given changes in technology and BlackBerry’s business strategy, evolving industry standards, intense competition and short product life cycles that characterize the industries in which BlackBerry operates. BlackBerry has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
BlackBerry Limited
Incorporated under the Laws of Ontario
(United States dollars, in millions except share and per share amounts) (unaudited)
Consolidated Statements of Operations
| Three Months Ended | Six Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| August 31, 2020 | May 31, 2020 | August 31, 2019 | August 31, 2020 | August 31, 2019 | ||||||||||||
| Revenue | $ | 259 | $ | 206 | $ | 244 | $ | 465 | $ | 491 | ||||||
| Cost of sales | 60 | 63 | 68 | 123 | 138 | |||||||||||
| Gross margin | 199 | 143 | 176 | 342 | 353 | |||||||||||
| Gross margin % | 76.8 | % | 69.4 | % | 72.1 | % | 73.5 | % | 71.9 | % | ||||||
| Operating expenses | ||||||||||||||||
| Research and development | 57 | 57 | 62 | 114 | 133 | |||||||||||
| Selling, marketing and administration | 79 | 90 | 130 | 169 | 251 | |||||||||||
| Amortization | 46 | 46 | 48 | 92 | 97 | |||||||||||
| Impairment of goodwill | — | 594 | — | 594 | — | |||||||||||
| Impairment of long-lived assets | 21 | — | 2 | 21 | 2 | |||||||||||
| Debentures fair value adjustment | 18 | 1 | (23) | 19 | (51) | |||||||||||
| 221 | 788 | 219 | 1,009 | 432 | ||||||||||||
| Operating loss | (22) | (645) | (43) | (667) | (79) | |||||||||||
| Investment income (loss), net | (5) | — | — | (5) | 3 | |||||||||||
| Loss before income taxes | (27) | (645) | (43) | (672) | (76) | |||||||||||
| Provision for (recovery of) income taxes | (4) | (9) | 1 | (13) | 3 | |||||||||||
| Net loss | $ | (23) | $ | (636) | $ | (44) | $ | (659) | $ | (79) | ||||||
| Loss per share | ||||||||||||||||
| Basic | $ | (0.04) | $ | (1.14) | $ | (0.08) | $ | (1.18) | $ | (0.14) | ||||||
| Diluted | $ | (0.04) | $ | (1.14) | $ | (0.10) | $ | (1.18) | $ | (0.19) | ||||||
| Weighted-average number of common shares outstanding (000s) | ||||||||||||||||
| Basic | 558,882 | 557,839 | 552,343 | 558,365 | 552,096 | |||||||||||
| Diluted | 558,882 | 557,839 | 612,843 | 558,365 | 612,596 | |||||||||||
| Total common shares outstanding (000s) | 556,468 | 555,623 | 548,336 | 556,468 | 548,336 |
BlackBerry Limited
Incorporated under the Laws of Ontario
(United States dollars, in millions) (unaudited)
Consolidated Balance Sheets
| As at | ||||
|---|---|---|---|---|
| August 31, 2020 | February 29, 2020 | |||
| Assets | ||||
| Current | ||||
| Cash and cash equivalents | $ | 837 | $ | 377 |
| Short-term investments | 58 | 532 | ||
| Accounts receivable, net of allowance of $14 and $9, respectively | 240 | 215 | ||
| Other receivables | 25 | 14 | ||
| Income taxes receivable | 9 | 6 | ||
| Other current assets | 50 | 52 | ||
| 1,219 | 1,196 | |||
| Restricted cash and cash equivalents | 49 | 49 | ||
| Long-term investments | 33 | 32 | ||
| Other long-term assets | 29 | 65 | ||
| Operating lease right-of-use assets, net | 96 | 124 | ||
| Property, plant and equipment, net | 56 | 70 | ||
| Goodwill | 848 | 1,437 | ||
| Intangible assets, net | 841 | 915 | ||
| $ | 3,171 | $ | 3,888 | |
| Liabilities | ||||
| Current | ||||
| Accounts payable | $ | 29 | $ | 31 |
| Accrued liabilities | 179 | 202 | ||
| Income taxes payable | 9 | 18 | ||
| Debentures | 610 | 606 | ||
| Deferred revenue, current | 229 | 264 | ||
| 1,056 | 1,121 | |||
| Deferred revenue, non-current | 87 | 109 | ||
| Operating lease liabilities | 106 | 120 | ||
| Other long-term liabilities | 8 | 9 | ||
| 1,257 | 1,359 | |||
| Shareholders’ equity | ||||
| Capital stock and additional paid-in capital | 2,788 | 2,760 | ||
| Deficit | (861) | (198) | ||
| Accumulated other comprehensive loss | (13) | (33) | ||
| 1,914 | 2,529 | |||
| $ | 3,171 | $ | 3,888 |
BlackBerry Limited
Incorporated under the Laws of Ontario
(United States dollars, in millions) (unaudited)
Consolidated Statements of Cash Flows
| Six Months Ended | ||||
|---|---|---|---|---|
| August 31, 2020 | August 31, 2019 | |||
| Cash flows from operating activities | ||||
| Net loss | $ | (659) | $ | (79) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Amortization | 100 | 107 | ||
| Stock-based compensation | 22 | 31 | ||
| Impairment of goodwill | 594 | — | ||
| Impairment of long-lived assets | 21 | 2 | ||
| Non-cash consideration received from contracts with customers | — | (8) | ||
| Debentures fair value adjustment | 19 | (51) | ||
| Operating leases | (2) | (12) | ||
| Other | (3) | 5 | ||
| Net changes in working capital items | ||||
| Accounts receivable, net | (29) | 11 | ||
| Other receivables | (11) | 1 | ||
| Income taxes receivable | (3) | (1) | ||
| Other assets | 43 | (10) | ||
| Accounts payable | (2) | (11) | ||
| Accrued liabilities | (21) | (26) | ||
| Income taxes payable | (12) | 1 | ||
| Deferred revenue | (57) | (7) | ||
| Net cash used in operating activities | — | (47) | ||
| Cash flows from investing activities | ||||
| Acquisition of long-term investments | (1) | — | ||
| Acquisition of property, plant and equipment | (3) | (6) | ||
| Acquisition of intangible assets | (16) | (16) | ||
| Business acquisitions, net of cash acquired | — | 1 | ||
| Acquisition of short-term investments | (320) | (553) | ||
| Proceeds on sale or maturity of short-term investments | 794 | 532 | ||
| Net cash provided by (used in) investing activities | 454 | (42) | ||
| Cash flows from financing activities | ||||
| Issuance of common shares | 6 | 3 | ||
| Payment of finance lease liability | (1) | (1) | ||
| Net cash provided by financing activities | 5 | 2 | ||
| Effect of foreign exchange gain (loss) on cash, cash equivalents, restricted cash, and restricted cash equivalents | 1 | (1) | ||
| Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents during the period | 460 | (88) | ||
| Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period | 426 | 582 | ||
| Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period | $ | 886 | $ | 494 |
| As at | August 31, 2020 | February 29, 2020 | ||
| --- | --- | --- | --- | --- |
| Cash and cash equivalents | $ | 837 | $ | 377 |
| Restricted cash and cash equivalents | $ | 49 | $ | 49 |
| Short-term investments | $ | 58 | $ | 532 |
| Long-term investments | $ | 33 | $ | 32 |
Reconciliations of Non-GAAP Measures with the Nearest Comparable U.S. GAAP Measures
In the Company’s internal reports, management evaluates the performance of the Company’s business on a non-GAAP basis by excluding the impact of certain items below from the Company’s U.S. GAAP financial results. The Company believes that these non-GAAP measures provide readers of the Company’s financial statements with a consistent basis for comparison across accounting periods and is useful in helping readers understand the Company’s operating results and underlying operational trends.
Readers are cautioned that adjusted revenue, adjusted gross margin, adjusted gross margin percentage, adjusted operating expense, adjusted operating income, adjusted EBITDA, adjusted operating income margin percentage, adjusted EBITDA margin percentage, adjusted net income (loss), adjusted income (loss) per share, adjusted research and development expense, adjusted selling, marketing and administrative expense, adjusted amortization expense and free cash flow and similar measures do not have any standardized meaning prescribed by U.S. GAAP and are therefore unlikely to be comparable to similarly titled measures reported by other companies. These non-GAAP financial measures should be considered in the context of the U.S. GAAP results.
Reconciliation of non-GAAP based measures with most directly comparable U.S. GAAP based measures for the three months ended August 31, 2020 and August 31, 2019
A reconciliation of the most directly comparable U.S. GAAP financial measures for the three months ended August 31, 2020 and August 31, 2019 to adjusted financial measures is reflected in the tables below:
| For the Three Months Ended (in millions) | August 31, 2020 | August 31, 2019 | ||||
|---|---|---|---|---|---|---|
| Revenue | $ | 259 | $ | 244 | ||
| Software deferred revenue acquired ^(1)^ | 7 | 17 | ||||
| Adjusted revenue | $ | 266 | $ | 261 | ||
| Gross margin | $ | 199 | $ | 176 | ||
| Software deferred revenue acquired ^(1)^ | 7 | 17 | ||||
| Restructuring charges | — | 1 | ||||
| Stock compensation expense | 1 | 1 | ||||
| Adjusted gross margin | $ | 207 | $ | 195 | ||
| Gross margin % | 76.8 | % | 72.1 | % | ||
| Software deferred revenue acquired ^(1)^ | 0.6 | % | 1.8 | % | ||
| Restructuring charges | — | % | 0.4 | % | ||
| Stock compensation expense | 0.4 | % | 0.4 | % | ||
| Adjusted gross margin % | 77.8 | % | 74.7 | % |
^______________________________^
^(1)^See Reconciliation of U.S. GAAP Software and Services revenue to adjusted Software and Services revenue
Reconciliation of operating expense for the three months ended August 31, 2020 and August 31, 2019 to adjusted operating expense is reflected in the tables below:
| For the Three Months Ended (in millions) | August 31, 2020 | August 31, 2019 | ||
|---|---|---|---|---|
| Operating expense | $ | 221 | $ | 219 |
| Restructuring charges | 1 | — | ||
| Stock compensation expense | 8 | 13 | ||
| Debenture fair value adjustment | 18 | (23) | ||
| Software deferred commission expense acquired | (3) | (4) | ||
| Acquired intangibles amortization | 32 | 36 | ||
| Business acquisition and integration costs | — | 2 | ||
| LLA impairment charge | 21 | 2 | ||
| Adjusted operating expense | $ | 144 | $ | 193 |
Reconciliation of U.S. GAAP net loss and U.S. GAAP basic loss per share for the three months ended August 31, 2020 and August 31, 2019 to adjusted net income and adjusted basic earnings per share is reflected in the tables below:
| For the Three Months Ended (in millions, except per share amounts) | August 31, 2020 | August 31, 2019 | ||||
|---|---|---|---|---|---|---|
| Basic earnings (loss) per share | Basic earnings (loss) per share | |||||
| Net loss | $ | (23) | $(0.04) | $ | (44) | $(0.08) |
| Software deferred revenue acquired | 7 | 17 | ||||
| Restructuring charges | 1 | 1 | ||||
| Stock compensation expense | 9 | 14 | ||||
| Debenture fair value adjustment | 18 | (23) | ||||
| Software deferred commission expense acquired | (3) | (4) | ||||
| Acquired intangibles amortization | 32 | 36 | ||||
| Business acquisition and integration costs | — | 2 | ||||
| LLA impairment charge | 21 | 2 | ||||
| Adjusted net income | $ | 62 | $0.11 | $ | 1 | $0.00 |
Reconciliation of U.S. GAAP Software and Services revenue for the three months ended August 31, 2020 and August 31, 2019 to adjusted Software and Services revenue is reflected in the tables below:
| For the Three Months Ended (in millions) | August 31, 2020 | August 31, 2019 | ||
|---|---|---|---|---|
| Software and Services Revenue | $ | 151 | $ | 168 |
| Software deferred revenue acquired | 7 | 17 | ||
| Adjusted Software and Services revenue | $ | 158 | $ | 185 |
Reconciliation of U.S. GAAP research and development, selling, marketing and administration, and amortization expense for the three months ended August 31, 2020 and August 31, 2019 to adjusted research and development, selling, marketing and administration, and amortization expense is reflected in the tables below:
| For the Three Months Ended (in millions) | August 31, 2020 | August 31, 2019 | ||
|---|---|---|---|---|
| Research and development | $ | 57 | $ | 62 |
| Stock compensation expense | 2 | 3 | ||
| Adjusted research and development | $ | 55 | $ | 59 |
| Selling, marketing and administration | $ | 79 | $ | 130 |
| Restructuring charges | 1 | — | ||
| Software deferred commission expense acquired | (3) | (4) | ||
| Stock compensation expense | 6 | 10 | ||
| Business acquisition and integration costs | — | 2 | ||
| Adjusted selling, marketing and administration | $ | 75 | $ | 122 |
| Amortization | $ | 46 | $ | 48 |
| Acquired intangibles amortization | 32 | 36 | ||
| Adjusted amortization | $ | 14 | $ | 12 |
Adjusted operating income, adjusted EBITDA, adjusted operating income margin percentage and adjusted EBITDA margin percentage for the three months ended August 31, 2020 and August 31, 2019 are reflected in the table below.
| For the Three Months Ended (in millions) | August 31, 2020 | August 31, 2019 | ||||
|---|---|---|---|---|---|---|
| Operating loss | $ | (22) | $ | (43) | ||
| Non-GAAP adjustments to operating loss | ||||||
| Software deferred revenue acquired | 7 | 17 | ||||
| Restructuring charges | 1 | 1 | ||||
| Stock compensation expense | 9 | 14 | ||||
| Debenture fair value adjustment | 18 | (23) | ||||
| Software deferred commission expense acquired | (3) | (4) | ||||
| Acquired intangibles amortization | 32 | 36 | ||||
| Business acquisition and integration costs | — | 2 | ||||
| LLA impairment charge | 21 | 2 | ||||
| Total non-GAAP adjustments to operating loss | 85 | 45 | ||||
| Adjusted operating income | 63 | 2 | ||||
| Amortization | 50 | 54 | ||||
| Acquired intangibles amortization | (32) | (36) | ||||
| Adjusted EBITDA | $ | 81 | $ | 20 | ||
| Adjusted revenue (per above) | $ | 266 | $ | 261 | ||
| Adjusted operating income margin % ^(1)^ | 24 | % | 1 | % | ||
| Adjusted EBITDA margin % ^(2)^ | 30 | % | 8 | % |
^______________________________^
^(1)^Adjusted operating income margin % is calculated by dividing adjusted operating income by adjusted revenue
^(2)^Adjusted EBITDA margin % is calculated by dividing adjusted EBITDA by adjusted revenue
Reconciliation of non-GAAP based measures with most directly comparable U.S. GAAP based measures for the six months ended August 31, 2020 and August 31, 2019
A reconciliation of the most directly comparable U.S. GAAP financial measures for six months ended August 31, 2020 and August 31, 2019 to adjusted financial measures is reflected in the tables below:
| For the six months ended (in millions) | August 31, 2020 | August 31, 2019 | ||||
|---|---|---|---|---|---|---|
| Revenue | $ | 465 | $ | 491 | ||
| Software deferred revenue acquired ^(1)^ | 15 | 37 | ||||
| Adjusted revenue | $ | 480 | $ | 528 | ||
| Gross margin | $ | 342 | $ | 353 | ||
| Software deferred revenue acquired ^(1)^ | 15 | 37 | ||||
| Restructuring charges | — | 2 | ||||
| Stock compensation expense | 3 | 2 | ||||
| Adjusted gross margin | $ | 360 | $ | 394 | ||
| Gross margin % | 73.5 | % | 71.9 | % | ||
| Software deferred revenue acquired ^(1)^ | 0.9 | % | 1.9 | % | ||
| Restructuring charges | — | % | 0.4 | % | ||
| Stock compensation expense | 0.6 | % | 0.4 | % | ||
| Adjusted gross margin % | 75.0 | % | 74.6 | % | ||
| Operating expense | $ | 1,009 | $ | 432 | ||
| Restructuring charges | 2 | — | ||||
| Stock compensation expense | 20 | 29 | ||||
| Debenture fair value adjustment | 19 | (51) | ||||
| Software deferred commission expense acquired | (6) | (9) | ||||
| Acquired intangibles amortization | 65 | 71 | ||||
| Business acquisition and integration costs | — | 3 | ||||
| Goodwill impairment charge | 594 | — | ||||
| LLA impairment charge | 21 | 2 | ||||
| Adjusted operating expense | $ | 294 | $ | 387 |
^______________________________^
^(1)^See Reconciliation of U.S GAAP Software and Services revenue to adjusted Software and Service revenue
Reconciliation of U.S. GAAP net loss and U.S. GAAP basic loss per share for the six months ended August 31, 2020 and August 31, 2019 to the adjusted net income and basic earnings per share is reflected in the tables below:
| For the six months ended (in millions, except per share amounts) | August 31, 2020 | August 31, 2019 | ||||
|---|---|---|---|---|---|---|
| Basic earnings (loss) per share | Basic earnings (loss) per share | |||||
| Net loss | $ | (659) | $ | (79) | ||
| Software deferred revenue acquired | 15 | 37 | ||||
| Restructuring charges | 2 | 2 | ||||
| Stock compensation expense | 23 | 31 | ||||
| Debenture fair value adjustment | 19 | (51) | ||||
| Software deferred commission expense acquired | (6) | (9) | ||||
| Acquired intangibles amortization | 65 | 71 | ||||
| Business acquisition and integration costs | — | 3 | ||||
| Goodwill impairment charge | 594 | — | ||||
| LLA impairment charge | 21 | 2 | ||||
| Acquisition valuation allowance | — | (1) | ||||
| Adjusted net income | $ | 74 | 0.13 | $ | 6 | 0.01 |
All values are in US Dollars.
Reconciliation of U.S. GAAP Software and Services revenue for the six months ended August 31, 2020 and August 31, 2019 to adjusted Software and Services revenue is reflected in the tables below:
| For the six months ended (in millions) | August 31, 2020 | August 31, 2019 | ||
|---|---|---|---|---|
| Software and Services Revenue | $ | 299 | $ | 336 |
| Software deferred revenue acquired | 15 | 37 | ||
| Adjusted Software and Services Revenue | $ | 314 | $ | 373 |
Reconciliation of U.S. GAAP research and development, selling, marketing and administration, and amortization expense for the six months ended August 31, 2020 and August 31, 2019 to adjusted research and development, selling, marketing and administration, and amortization expense is reflected in the tables below:
| For the six months ended (in millions) | August 31, 2020 | August 31, 2019 | ||
|---|---|---|---|---|
| Research and development | $ | 114 | $ | 133 |
| Stock compensation expense | 5 | 6 | ||
| Adjusted research and development | $ | 109 | $ | 127 |
| Selling, marketing and administration | $ | 169 | $ | 251 |
| Restructuring charges | 2 | — | ||
| Software deferred commission expense acquired | (6) | (9) | ||
| Stock compensation expense | 15 | 23 | ||
| Business acquisition and integration costs | — | 3 | ||
| Adjusted selling, marketing and administration | $ | 158 | $ | 234 |
| Amortization | $ | 92 | $ | 97 |
| Acquired intangibles amortization | 65 | 71 | ||
| Adjusted amortization | $ | 27 | $ | 26 |
Adjusted operating income, adjusted EBITDA, adjusted operating income margin percentage and adjusted EBITDA margin percentage for the six months ended August 31, 2020 and August 31, 2019 are reflected in the table below.
| For the six months ended (in millions) | August 31, 2020 | August 31, 2019 | ||||
|---|---|---|---|---|---|---|
| Operating loss | $ | (667) | $ | (79) | ||
| Non-GAAP adjustments to operating loss | ||||||
| Software deferred revenue acquired | 15 | 37 | ||||
| Restructuring charges | 2 | 2 | ||||
| Stock compensation expense | 23 | 31 | ||||
| Debenture fair value adjustment | 19 | (51) | ||||
| Software deferred commission expense acquired | (6) | (9) | ||||
| Acquired intangibles amortization | 65 | 71 | ||||
| Business acquisition and integration costs | — | 3 | ||||
| Goodwill impairment charge | 594 | — | ||||
| LLA impairment charge | 21 | 2 | ||||
| Total non-GAAP adjustments to operating loss | 733 | 86 | ||||
| Adjusted operating income | 66 | 7 | ||||
| Amortization | 100 | 107 | ||||
| Acquired intangibles amortization | (65) | (71) | ||||
| Adjusted EBITDA | $ | 101 | $ | 43 | ||
| Adjusted revenue (per above) | $ | 480 | $ | 528 | ||
| Adjusted operating income margin % ^(1)^ | 14 | % | 1 | % | ||
| Adjusted EBITDA margin % ^(2)^ | 21 | % | 8 | % |
^______________________________^
^(1)^Adjusted operating income margin % is calculated by dividing adjusted operating income by adjusted revenue
^(2)^Adjusted EBITDA margin % is calculated by dividing adjusted EBITDA by adjusted revenue
Document
Exhibit 99.2
BlackBerry Investor Relations Income Statement Summary
| GAAP Income Statement<br>(Three Months Ended) | Q1 FY20 | Q2 FY20 | Q3 FY20 | Q4 FY20 | FY20 | Q1 FY21 | Q2 FY21 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Software and Services | $ | 168 | $ | 168 | $ | 185 | $ | 170 | $ | 691 | $ | 148 | $ | 151 |
| Licensing and Other | 79 | 76 | 82 | 112 | 349 | 58 | 108 | |||||||
| Revenue | 247 | 244 | 267 | 282 | 1,040 | 206 | 259 | |||||||
| Cost of sales | 70 | 68 | 69 | 70 | 277 | 63 | 60 | |||||||
| Gross margin | 177 | 176 | 198 | 212 | 763 | 143 | 199 | |||||||
| Operating expenses | ||||||||||||||
| Research and development | 71 | 62 | 66 | 60 | 259 | 57 | 57 | |||||||
| Selling, marketing and administration | 121 | 130 | 129 | 113 | 493 | 90 | 79 | |||||||
| Amortization | 49 | 48 | 49 | 48 | 194 | 46 | 46 | |||||||
| Impairment of long-lived assets | — | 2 | 3 | 5 | 10 | — | 21 | |||||||
| Impairment of goodwill | — | — | — | 22 | 22 | 594 | — | |||||||
| Debentures fair value adjustment | (28) | (23) | (20) | 5 | (66) | 1 | 18 | |||||||
| Total operating expenses | 213 | 219 | 227 | 253 | 912 | 788 | 221 | |||||||
| Operating loss | (36) | (43) | (29) | (41) | (149) | (645) | (22) | |||||||
| Investment income (loss), net | 3 | — | (1) | (1) | 1 | — | (5) | |||||||
| Loss before income taxes | (33) | (43) | (30) | (42) | (148) | (645) | (27) | |||||||
| Provision for (recovery of) income taxes | 2 | 1 | 2 | (1) | 4 | (9) | (4) | |||||||
| Net loss | $ | (35) | $ | (44) | $ | (32) | $ | (41) | $ | (152) | $ | (636) | $ | (23) |
| Loss per share | ||||||||||||||
| Basic loss per share | $ | (0.06) | $ | (0.08) | $ | (0.06) | $ | (0.07) | $ | (0.27) | $ | (1.14) | $ | (0.04) |
| Diluted loss per share | $ | (0.09) | $ | (0.10) | $ | (0.07) | $ | (0.07) | $ | (0.32) | $ | (1.14) | $ | (0.04) |
| Weighted-average number of common shares outstanding (000s) | ||||||||||||||
| Basic | 551,845 | 552,343 | 554,585 | 556,668 | 553,861 | 557,839 | 558,882 | |||||||
| Diluted | 612,345 | 612,843 | 615,085 | 556.668 | 614,361 | 557,839 | 558,882 | |||||||
| Non-GAAP Adjustments (Three Months Ended, Pre-Tax and After Tax) | Q1 FY20 | Q2 FY20 | Q3 FY20 | Q4 FY20 | FY20 | Q1 FY21 | Q2 FY21 | |||||||
| Debentures fair value adjustment | (28) | (23) | (20) | 5 | (66) | 1 | 18 | |||||||
| Restructuring charges | 1 | 1 | 7 | 1 | 10 | 1 | 1 | |||||||
| Software deferred revenue acquired | 20 | 17 | 13 | 9 | 59 | 8 | 7 | |||||||
| Software deferred commission acquired | (5) | (4) | (4) | (3) | (16) | (3) | (3) | |||||||
| Stock compensation expense | 17 | 14 | 15 | 17 | 63 | 14 | 9 | |||||||
| Acquired intangibles amortization | 35 | 36 | 35 | 35 | 141 | 33 | 32 | |||||||
| Business acquisition and integration | 1 | 2 | — | 1 | 4 | — | — | |||||||
| Goodwill impairment charge | — | — | — | 22 | 22 | 594 | — | |||||||
| LLA impairment charge | — | 2 | 3 | 5 | 10 | — | 21 | |||||||
| Acquisition valuation allowance | (1) | — | — | — | (1) | — | — | |||||||
| Total Non-GAAP Adjustments | $ | 40 | $ | 45 | $ | 49 | $ | 92 | $ | 226 | $ | 648 | $ | 85 |
| Adjusted Gross Margin | Q1 FY20 | Q2 FY20 | Q3 FY20 | Q4 FY20 | FY20 | Q1 FY21 | Q2 FY21 | |||||||
| GAAP revenue | $ | 247 | $ | 244 | $ | 267 | $ | 282 | $ | 1,040 | $ | 206 | $ | 259 |
| Software deferred revenue acquired | 20 | 17 | 13 | 9 | 59 | 8 | 7 | |||||||
| Adjusted revenue | 267 | 261 | 280 | 291 | 1,099 | 214 | 266 | |||||||
| Total cost of sales | 70 | 68 | 69 | 70 | 277 | 63 | 60 | |||||||
| Non-GAAP adjustments to cost of sales | (2) | (2) | (4) | (2) | (10) | (2) | (1) | |||||||
| Adjusted Gross Margin | $ | 199 | $ | 195 | $ | 215 | $ | 223 | $ | 832 | $ | 153 | $ | 207 |
| Adjusted EBITDA | Q1 FY20 | Q2 FY20 | Q3 FY20 | Q4 FY20 | FY20 | Q1 FY21 | Q2 FY21 | |||||||
| GAAP operating loss | $ | (36) | $ | (43) | $ | (29) | $ | (41) | $ | (149) | $ | (645) | $ | (22) |
| Non-GAAP adjustments to operating loss | 41 | 45 | 49 | 92 | 227 | 648 | 85 | |||||||
| Adjusted operating income | 5 | 2 | 20 | 51 | 78 | 3 | 63 | |||||||
| Amortization | 53 | 54 | 53 | 52 | 212 | 50 | 50 | |||||||
| Acquired intangibles amortization | (35) | (36) | (35) | (35) | (141) | (33) | (32) | |||||||
| Adjusted EBITDA | $ | 23 | $ | 20 | $ | 38 | $ | 68 | $ | 149 | $ | 20 | $ | 81 |
| Reconciliation from GAAP Net Income (Loss) to Adjusted Net Income and Adjusted Earnings per Share | Q1 FY20 | Q2 FY20 | Q3 FY20 | Q4 FY20 | FY20 | Q1 FY21 | Q2 FY21 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| GAAP net loss | $ | (35) | $ | (44) | $ | (32) | $ | (41) | $ | (152) | $ | (636) | $ | (23) |
| Total Non-GAAP adjustments (three months ended, after-tax) | 40 | 45 | 49 | 92 | 226 | 648 | 85 | |||||||
| Adjusted Net Income | $ | 5 | $ | 1 | $ | 17 | $ | 51 | $ | 74 | $ | 12 | $ | 62 |
| Adjusted Earnings per Share | $ | 0.01 | $ | 0.00 | $ | 0.03 | $ | 0.09 | $ | 0.13 | $ | 0.02 | $ | 0.11 |
| Shares outstanding for adjusted earnings per share reconciliation | 551,845 | 552,343 | 554,585 | 556.668 | 553,861 | 557,839 | 558,882 |
Adjusted revenue, adjusted income before income taxes, adjusted net income, adjusted gross margin, adjusted EBITDA and adjusted earnings per share do not have a standardized meaning prescribed by GAAP and thus are not comparable to similarly titled measures presented by other issuers. The Company believes that the presentation of these non-GAAP measures enables the Company and its shareholders to better assess the Company’s operating results relative to its operating results in prior periods and improves the comparability of the information presented. This non-GAAP information should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. You are encouraged to review the Company’s filings on SEDAR and EDGAR. The Company makes no commitment to update the information above subsequently.
BlackBerry Investor Relations Pre-Tax Restructuring Details
| Q1 FY20 | Q2 FY20 | Q3 FY20 | Q4 FY20 | FY20 | Q1 FY21 | Q2 FY21 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cost of sales | $ | 1 | $ | 1 | $ | 3 | $ | — | $ | 5 | $ | — | $ | — |
| Selling, marketing and administration | — | — | 4 | 1 | 5 | 1 | 1 | |||||||
| Total restructuring charges | $ | 1 | $ | 1 | $ | 7 | $ | 1 | $ | 10 | $ | 1 | $ | 1 |
BlackBerry Investor Relations Amortization of Intangibles and Property, Plant and Equipment Details
| Q1 FY20 | Q2 FY20 | Q3 FY20 | Q4 FY20 | FY20 | Q1 FY21 | Q2 FY21 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cost of sales amortization | ||||||||||||||
| Property, plant and equipment | $ | 1 | $ | 2 | $ | 1 | $ | 2 | $ | 6 | $ | 1 | $ | 1 |
| Intangible assets | 3 | 4 | 3 | 2 | 12 | 3 | 3 | |||||||
| Total in cost of sales | 4 | 6 | 4 | 4 | 18 | 4 | 4 | |||||||
| Operating expenses amortization | ||||||||||||||
| Property, plant and equipment | 5 | 4 | 5 | 4 | 18 | 4 | 5 | |||||||
| Intangible assets | 44 | 44 | 44 | 44 | 176 | 42 | 41 | |||||||
| Total in operating expenses amortization | 49 | 48 | 49 | 48 | 194 | 46 | 46 | |||||||
| Total amortization | ||||||||||||||
| Property, plant and equipment | 6 | 6 | 6 | 6 | 24 | 5 | 6 | |||||||
| Intangible assets | 47 | 48 | 47 | 46 | 188 | 45 | 44 | |||||||
| Total amortization | $ | 53 | $ | 54 | $ | 53 | $ | 52 | $ | 212 | $ | 50 | $ | 50 |
The information above is supplied to provide meaningful supplemental information regarding the Company’s operating results because such information excludes amounts that are not necessarily related to its operating results. The Company believes that the presentation of these non-GAAP measures enables the Company and its shareholders to better assess the Company’s operating results relative to its operating results in prior periods and improves the comparability of the information presented. This non-GAAP information should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. You are encouraged to review the Company’s filings on SEDAR and EDGAR. The Company makes no commitment to update the information above subsequently.