BLACKBERRY Ltd 10-Q

ITEM 1. FINANCIAL STATEMENTS 4 BlackBerry Limited Incorporated under the Laws of Ontario (United States dollars, in millions) (unaudited) Consolidated Balance Sheets As at November 30, 2023 February 28, 2023 Assets Current Cash and cash equivalents (note 3) $ 210 $ 295 Short-term investments (note 3) — 131 Accounts receivable, net of allowance of $ 6 and $ 1 , respectively (note 4) 183 120 Other receivables (note 4) 8 12 Income taxes receivable 5 3 Other current assets (note 4) 44 182 450 743 Restricted cash and cash equivalents (note 3) 25 27 Long-term investments (note 3) 36 34 Other long-term assets (note 4) 66 8 Operating lease right-of-use assets, net 41 44 Property, plant and equipment, net (note 4) 22 25 Intangible assets, net (note 4) 163 203 Goodwill (note 4) 597 595 $ 1,400 $ 1,679 Liabilities Current Accounts payable $ 17 $ 24 Accrued liabilities (note 4) 125 143 Income taxes payable (note 5) 33 20 Debentures (note 6) 150 367 Deferred revenue, current (note 11) 183 175 508 729 Deferred revenue, non-current (note 11) 19 40 Operating lease liabilities 47 52 Other long-term liabilities 1 1 575 822 Commitments and contingencies (note 10) Shareholders’ equity Capital stock and additional paid-in capital Preferred shares: authorized unlimited number of non-voting, cumulative, redeemable and retractable — — Common shares: authorized unlimited number of non-voting, redeemable, retractable Class A common shares and unlimited number of voting common shares Issued and outstanding - 585,339,555 voting common shares (February 28, 2023 - 582,157,203 ) 2,941 2,909 Deficit ( 2,102 ) ( 2,028 ) Accumulated other comprehensive loss (note 9) ( 14 ) ( 24 ) 825 857 $ 1,400 $ 1,679 See notes to consolidated financial statements. On behalf of the Board: John Giamatteo Lisa Disbrow Director Director 5 BlackBerry Limited (United States dollars, in millions) (unaudited) Consolidated Statements of Shareholders’ Equity Three Months Ended November 30, 2023 Capital Stock and Additional Paid-in Capital Deficit Accumulated Other Comprehensive Loss Total Balance as at August 31, 2023 $ 2,931 $ ( 2,081 ) $ ( 21 ) $ 829 Net loss — ( 21 ) — ( 21 ) Other comprehensive income — — 7 7 Stock-based compensation 8 — — 8 Shares issued: Employee share purchase plan 2 — — 2 Balance as at November 30, 2023 $ 2,941 $ ( 2,102 ) $ ( 14 ) $ 825 Three Months Ended November 30, 2022 Capital Stock and Additional Paid-in Capital Deficit Accumulated Other Comprehensive Loss Total Balance as at August 31, 2022 $ 2,887 $ ( 1,529 ) $ ( 28 ) $ 1,330 Net loss — ( 4 ) — ( 4 ) Other comprehensive income — — 2 2 Stock-based compensation 9 — — 9 Shares issued: Employee share purchase plan 2 — — 2 Balance as at November 30, 2022 $ 2,898 $ ( 1,533 ) $ ( 26 ) $ 1,339 See notes to consolidated financial statements. 6 BlackBerry Limited (United States dollars, in millions) (unaudited) Consolidated Statements of Shareholders’ Equity Nine Months Ended November 30, 2023 Capital Stock and Additional Paid-in Capital Deficit Accumulated Other Comprehensive Loss Total Balance as at February 28, 2023 $ 2,909 $ ( 2,028 ) $ ( 24 ) $ 857 Net loss — ( 74 ) — ( 74 ) Other comprehensive income — — 10 10 Stock-based compensation (note 7) 28 — — 28 Shares issued: Employee share purchase plan (note 7) 4 — — 4 Balance as at November 30, 2023 $ 2,941 $ ( 2,102 ) $ ( 14 ) $ 825 Nine Months Ended November 30, 2022 Capital Stock and Additional Paid-in Capital Deficit Accumulated Other Comprehensive Loss Total Balance as at February 28, 2022 $ 2,869 $ ( 1,294 ) $ ( 19 ) $ 1,556 Net loss — ( 239 ) — ( 239 ) Other comprehensive loss — — ( 7 ) ( 7 ) Stock-based compensation 23 — — 23 Shares issued: Employee share purchase plan 6 — — 6 Balance as at November 30, 2022 $ 2,898 $ ( 1,533 ) $ ( 26 ) $ 1,339 See notes to consolidated financial statements. 7 BlackBerry Limited (United States dollars, in millions, except per share data) (unaudited) Consolidated Statements of Operations Three Months Ended Nine Months Ended November 30, 2023 November 30, 2022 November 30, 2023 November 30, 2022 Revenue (note 11) $ 175 $ 169 $ 680 $ 505 Cost of sales 48 60 289 186 Gross margin 127 109 391 319 Operating expenses Research and development 42 52 146 159 Selling, marketing and administration 85 89 258 257 Amortization 13 26 42 78 Impairment of long-lived assets (note 3) 11 — 11 4 Gain on sale of property, plant and equipment, net — — — ( 6 ) Debentures fair value adjustment (note 6) ( 13 ) ( 56 ) 3 ( 112 ) Litigation settlement (note 10) — — — 165 138 111 460 545 Operating loss ( 11 ) ( 2 ) ( 69 ) ( 226 ) Investment income (loss), net (note 3 and note 6) 5 2 15 ( 1 ) Loss before income taxes ( 6 ) — ( 54 ) ( 227 ) Provision for income taxes (note 5) 15 4 20 12 Net loss $ ( 21 ) $ ( 4 ) $ ( 74 ) $ ( 239 ) Loss per share (note 8) Basic $ ( 0.04 ) $ ( 0.01 ) $ ( 0.13 ) $ ( 0.41 ) Diluted $ ( 0.05 ) $ ( 0.09 ) $ ( 0.13 ) $ ( 0.54 ) See notes to consolidated financial statements. 8 BlackBerry Limited (United States dollars, in millions) (unaudited) Consolidated Statements of Comprehensive Loss Three Months Ended Nine Months Ended November 30, 2023 November 30, 2022 November 30, 2023 November 30, 2022 Net loss $ ( 21 ) $ ( 4 ) $ ( 74 ) $ ( 239 ) Other comprehensive income (loss) Net change in fair value and amounts reclassified to net loss from derivatives designated as cash flow hedges during the period, net of income taxes of nil for the three and nine months ended November 30, 2023 and November 30, 2022 (note 9) — — 1 ( 1 ) Foreign currency translation adjustment 1 1 3 ( 9 ) Net change in fair value from instrument-specific credit risk on the Debentures, net of income taxes of nil for the three and nine months ended November 30, 2023 and November 30, 2022 (note 6) 6 1 6 3 Other comprehensive income (loss) 7 2 10 ( 7 ) Comprehensive loss $ ( 14 ) $ ( 2 ) $ ( 64 ) $ ( 246 ) See notes to consolidated financial statements. 9 BlackBerry Limited (United States dollars, in millions) (unaudited) Consolidated Statements of Cash Flows Nine Months Ended November 30, 2023 November 30, 2022 Cash flows from operating activities Net loss $ ( 74 ) $ ( 239 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Amortization 46 85 Stock-based compensation 28 23 Impairment of long-lived assets (note 3) 11 4 Intellectual property disposed of by sale (note 4) 147 — Gain on sale of property, plant and equipment, net — ( 6 ) Debentures fair value adjustment (note 6) 3 ( 112 ) Operating leases ( 7 ) ( 12 ) Other — 7 Net changes in working capital items Accounts receivable, net of allowance ( 63 ) 7 Other receivables 4 16 Income taxes receivable ( 2 ) 4 Other assets ( 58 ) ( 2 ) Accounts payable ( 7 ) ( 1 ) Accrued liabilities ( 16 ) ( 2 ) Income taxes payable 13 10 Deferred revenue ( 13 ) ( 35 ) Net cash provided by (used in) operating activities 12 ( 253 ) Cash flows from investing activities Acquisition of long-term investments ( 2 ) ( 2 ) Acquisition of property, plant and equipment ( 5 ) ( 5 ) Proceeds on sale of property, plant and equipment — 17 Acquisition of intangible assets ( 12 ) ( 24 ) Acquisition of short-term investments ( 92 ) ( 393 ) Proceeds on sale or maturity of short-term investments 223 533 Net cash provided by investing activities 112 126 Cash flows from financing activities Issuance of common shares 4 6 Maturity of 2020 Debentures (note 6) ( 365 ) — Issuance of Extension Debentures (note 6) 150 — Net cash provided by (used in) financing activities ( 211 ) 6 Effect of foreign exchange loss on cash, cash equivalents, restricted cash, and restricted cash equivalents — ( 3 ) Net decrease in cash, cash equivalents, restricted cash, and restricted cash equivalents during the period ( 87 ) ( 124 ) Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period 322 406 Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period $ 235 $ 282 See notes to consolidated financial statements. 10 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES Basis of Presentation and Preparation These interim consolidated financial statements have been prepared by management in accordance with United States generally accepted accounting principles (“U.S. GAAP”). They do not include all of the disclosures required by U.S. GAAP for annual financial statements and should be read in conjunction with the audited consolidated financial statements of BlackBerry Limited (the “Company”) for the year ended February 28, 2023 (the “Annual Financial Statements”), which have been prepared in accordance with U.S. GAAP. In the opinion of management, all normal recurring adjustments considered necessary for fair presentation have been included in these interim consolidated financial statements. Operating results for the three and nine months ended November 30, 2023 are not necessarily indicative of the results that may be expected for the full year ending February 29, 2024. The consolidated balance sheet at February 28, 2023 was derived from the audited Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements. The preparation of the consolidated financial statements requires management to make estimates and assumptions with respect to the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from these estimates and any such differences may be material to the Company’s consolidated financial statements. Certain of the comparative figures have been reclassified to conform to the current period’s presentation. The Company is organized and managed as three reportable operating segments: Cybersecurity, IoT (collectively, “Software & Services”), and Licensing and Other, as further discussed in Note 11. Significant Accounting Policies and Critical Accounting Estimates There have been no material changes to the Company’s accounting policies or critical accounting estimates from those described in the Annual Financial Statements other than those noted below. Critical Accounting Estimates during the Nine Months Ended November 30, 2023 (Note 11) To the extent the transaction price in a contract with a customer includes variable consideration, the Company estimates the amount of variable consideration that should be included in the price utilizing either the expected value method or the most likely amount method, depending on the nature of the variable consideration. The Company also estimates whether and how much variable consideration is subject to constraint if it cannot conclude it is probable that a significant reversal in revenue will not occur, due to factors such as: the consideration being highly susceptible to factors outside the Company’s influence, the period of time before the variable consideration is resolved, the Company’s previous experience with similar contracts, the Company’s history of price concessions or changing of payment terms, and whether there is a large number and broad range of possible variable consideration amounts. To the extent the Company determines that there is a significant financing component in a contract with a customer, it determines the impact of the time value of money in adjusting the transaction price to account for the income associated with the financing component by estimating the discount rate that would be reflected in a separate financing transaction between the customer and the Company at contract inception, based upon the credit characteristics of the customer receiving financing in the contract. Accounting Standards Adopted During Fiscal 2024 The Company has not adopted any new standards to date during fiscal 2024. 11 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) 2. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED In November 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-07 on the topic of segment reporting. The standard requires additional disclosures for segment reporting. These requirements include: (i) disclosure of significant expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”); (ii) disclosure of an amount for other segment items (equal to the difference between segment revenue less segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss) by reportable segment and a description of their composition; (iii) annual disclosure of a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods; (iv) clarification that, if the CODM uses more than one measure of a segment's profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report those additional measures of segment profit or loss; (v) disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources; (vi) requiring a public entity that has a single reportable segment provide all the disclosures required by the amendments in this ASU, and all existing segment disclosures in Topic 280. The guidance is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company will adopt this guidance in fiscal 2025 and is in the process of evaluating the new requirements. As a result, the Company has not yet determined the impact this new ASU will have on its disclosures. 3. FAIR VALUE MEASUREMENTS, CASH, CASH EQUIVALENTS AND INVESTMENTS Fair Value The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use in pricing the asset or liability, such as inherent risk, non-performance risk and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value into three levels: • Level 1 - Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets. • Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 - Significant unobservable inputs that are supported by little or no market activity. The fair value hierarchy also requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s cash and cash equivalents, accounts receivable, other receivables, accounts payable and accrued liabilities are carried at amounts that approximate their fair values (Level 2 measurement) due to their short maturities. Recurring Fair Value Measurements In determining the fair value of investments held, the Company primarily relies on an independent third-party valuator for the fair valuation of securities. The Company also reviews the inputs used in the valuation process and assesses the pricing of the securities for reasonableness after conducting its own internal collection of quoted prices from brokers. Fair values for all investment categories provided by the independent third-party valuator that are in excess of 0.5 % from the fair values determined by the Company are communicated to the independent third-party valuator for consideration of reasonableness. The independent third-party valuator considers the information provided by the Company before determining whether a change in their original pricing is warranted. When the Company concludes that there is a significant financing component included within a contract with a customer due to timing differences between the fulfillment of certain performance obligations and the receipt of payment for those performance obligations, the Company determines the present value of the future consideration utilizing the discount rate that would be reflected in a separate financing transaction between the customer and the Company at contract inception based upon the credit characteristics of the customer receiving financing in the contract. 12 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) For a description of how the fair value of the 2020 Debentures (as defined in Note 6) was determined, see the “Convertible debentures” accounting policies in Note 1 to the Annual Financial Statements. The Extension Debentures (as defined in Note 6) are classified as Level 2. Non-Recurring Fair Value Measurements Upon the occurrence of certain events, the Company re-measures the fair value of non-marketable equity investments for which it utilizes the measurement alternative, and long-lived assets, including property, plant and equipment, operating lease ROU assets, intangible assets and goodwill if an impairment or observable price adjustment is recognized in the current period. Non-Marketable Equity Investments Measured Using the Measurement Alternative Non-marketable equity investments measured using the measurement alternative include investments in privately held companies without readily determinable fair values in which the Company does not own a controlling interest or have significant influence. The estimation of fair value used in the fair value measurements required the use of significant unobservable inputs, and as a result, the fair value measurements were classified as Level 3. Impairment of Long-Lived Assets During the three and nine months ended November 30, 2023, the Company exited certain leased facilities and recorded a pre-tax and after-tax impairment charge of $ 3 million and $ 3 million, respectively, related to the operating lease right-of-use (“ROU”) assets for those facilities (three and nine months ended November 30, 2022 - $ 4 million). The impairment was determined by comparing the fair value of the impacted ROU asset to the carrying value of the asset as of the impairment measurement date, as required under ASC Topic 360, Property, Plant, and Equipment, using Level 3 inputs. The fair value of the ROU asset was based on the estimated sublease income for certain facilities taking into consideration the estimated time period it will take to obtain a sublessor, the applicable discount rate and the sublease rate, which are considered unobservable inputs. The Company conducts an evaluation of the related liabilities and expenses and revises its assumptions and estimates as appropriate as new or updated information becomes available. These ROU impaired assets are classified within Level 3 of the fair value hierarchy. The Company conducts regular reviews of the individual patents, both organically generated and acquired, comprising its patent portfolio. As a result of this review, for the three and nine months ended November 30, 2023, the Company determined it has an indicator of impairment, as it had ceased enforcement and abandoned the legal right and title to patents with a cost of $ 15 million, accumulated amortization of $ 7 million, and a net book value of $ 8 million, which is classified as an impairment of long-lived assets on the Company’s consolidated statements of operations (three and nine months ended November 30, 2022 - nil impairment). 13 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) Cash, Cash Equivalents and Investments The components of cash, cash equivalents and investments by fair value level as at November 30, 2023 were as follows: Cost Basis (1) Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Short-term Investments Long-term Investments Restricted Cash and Cash Equivalents Bank balances $ 87 $ — $ — $ 87 $ 87 $ — $ — $ — Other investments 30 6 — 36 — — 36 — 117 6 — 123 87 — 36 — Level 1: Equity securities 10 — ( 10 ) — — — — — Level 2: Term deposits, and certificates of deposits 21 — — 21 — — — 21 Bearer deposit notes 24 — — 24 24 — — — Commercial paper 20 — — 20 20 — — — Non-U.S. promissory notes 5 — — 5 5 — — — Non-U.S. treasury bills/notes 3 — — 3 3 — — — U.S. treasury bills/notes 75 — — 75 71 — — 4 148 — — 148 123 — — 25 $ 275 $ 6 $ ( 10 ) $ 271 $ 210 $ — $ 36 $ 25 ______________________________ (1) Cost basis for other investments includes the effect of returns of capital and impairment. 14 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) The components of cash, cash equivalents and investments by fair value level as at February 28, 2023 were as follows: Cost Basis (1) Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Short-term Investments Long-term Investments Restricted Cash and Cash Equivalents Bank balances $ 89 $ — $ — $ 89 $ 87 $ — $ — $ 2 Other investments 26 2 — 28 — — 28 — 115 2 — 117 87 — 28 2 Level 1: Equity securities 10 — ( 10 ) — — — — — Level 2: Term deposits, and certificates of deposits 33 — — 33 8 — — 25 Bearer deposit notes 82 — — 82 82 — — — Commercial paper 159 — — 159 108 51 — — Non-U.S. promissory notes 45 — — 45 — 45 — — Non-U.S. government sponsored enterprise notes 30 — — 30 10 20 — — Corporate notes/bonds 15 — — 15 — 15 — — 364 — — 364 208 131 — 25 Level 3: Other investments 2 4 — 6 — — 6 — $ 491 $ 6 $ ( 10 ) $ 487 $ 295 $ 131 $ 34 $ 27 ______________________________ (1) Cost basis for other investments includes the effect of returns of capital and impairment. As at November 30, 2023, the Company had non-marketable equity investments without readily determinable fair value of $ 36 million (February 28, 2023 - $ 34 million). As of November 30, 2023, the Company has recorded a cumulative impairment of $ 3 million to the carrying value of certain other non-marketable equity investments without readily determinable fair value (February 28, 2023 - $ 3 million). There were no realized gains or losses on available-for-sale securities for the three and nine months ended November 30, 2023 and November 30, 2022. The Company has restricted cash and cash equivalents, consisting of cash and securities pledged as collateral to major banking partners in support of the Company’s requirements for letters of credit. These letters of credit support certain leasing arrangements entered into in the ordinary course of business. The letters of credit are for terms ranging from one month to two years. The Company is legally restricted from accessing these funds during the term of the leases for which the letters of credit have been issued; however, the Company can continue to invest the funds and receive investment income thereon. The following table provides a reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents as at November 30, 2023 and February 28, 2023 from the consolidated balance sheets to the consolidated statements of cash flows: As at November 30, 2023 February 28, 2023 Cash and cash equivalents $ 210 $ 295 Restricted cash and cash equivalents 25 27 Total cash, cash equivalents, restricted cash, and restricted cash equivalents presented in the consolidated statements of cash flows $ 235 $ 322 15 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) The contractual maturities of available-for-sale investments as at November 30, 2023 and February 28, 2023 were as follows: As at November 30, 2023 February 28, 2023 Cost Basis Fair Value Cost Basis Fair Value Due in one year or less $ 148 $ 148 $ 364 $ 364 No fixed maturity 10 — 10 — $ 158 $ 148 $ 374 $ 364 As at November 30, 2023 and February 28, 2023, the Company had no available-for-sale debt securities with continuous unrealized losses . 4. CONSOLIDATED BALANCE SHEET DETAILS Accounts Receivable, Net of Allowance The allowance for credit losses as at November 30, 2023 was $ 6 million (February 28, 2023 - $ 1 million). The Company recognizes current estimated credit losses (“CECL”) for accounts receivable. The CECL for accounts receivable are estimated based on days past due and region for each customer in relation to a representative pool of assets consisting of a large number of customers with similar risk characteristics that operate under similar economic environments. The Company determined the CECL by estimating historical credit loss experience based on the past due status and region of the customers, adjusted as appropriate to reflect current conditions and estimates of future economic conditions. When specific customers are identified as no longer sharing the same risk profile as their current pool, they are removed from the pool and evaluated separately. The Company also has long-term accounts receivable included in Other Long-term Assets. The CECL for the long-term accounts receivable is estimated using the probability of default method and the default exposure due to limited historical information. The exposure of default is represented by the assets’ amortized carrying amount at the reporting date. The following table sets forth the activity in the Company’s allowance for credit losses: Carrying Amount Beginning balance as of February 28, 2022 $ 4 Prior period provision for expected credit losses 1 Write-offs charged against the allowance ( 4 ) Ending balance of the allowance for credit loss as at February 28, 2023 1 Current period provision for expected credit losses 5 Ending balance of the allowance for credit loss as at November 30, 2023 $ 6 The allowance for credit losses as at November 30, 2023 consists of $ 2 million (February 28, 2023 - $ 1 million) relating to CECL estimated based on days past due and region and $ 4 million (February 28, 2023 - nil ) relating to specific customers that were evaluated separately. There were two customers that comprised more than 10% of accounts receivable as at November 30, 2023 (February 28, 2023 - two customers comprised more than 10%). 16 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) Other Receivables As at November 30, 2023 and February 28, 2023, other receivables included items such as claims filed with the Ministry of Innovation, Science and Economic Development Canada relating to its Strategic Innovation Fund program’s investment in BlackBerry QNX, among other items, none of which were greater than 5% of the current assets balance. Other Current Assets Other current assets comprised the following: As at November 30, 2023 February 28, 2023 Intellectual property $ — $ 141 Other 44 41 $ 44 $ 182 As described in Note 11, on May 11, 2023, the Company completed its previously announced patent sale with Malikie Innovations Limited (“Malikie”) and recognized revenue of $ 218 million and cost of sales of $ 147 million, which is comprised of the carrying value of the intellectual property of $ 141 million referred to above, and $ 6 million of capitalized costs during the first quarter of fiscal 2024 related to patent maintenance. See Note 11 under the heading “Patent Sale”. Other current assets also included the current portion of deferred commissions and prepaid expenses, among other items, none of which were greater than 5% of the current assets balance as at the balance sheet dates. Property, Plant and Equipment, Net Property, plant and equipment comprised the following: As at November 30, 2023 February 28, 2023 Cost BlackBerry operations and other information technology $ 85 $ 84 Leasehold improvements and other 18 19 Furniture and fixtures 8 9 Manufacturing, repair and research and development equipment 2 2 113 114 Accumulated amortization 91 89 Net book value $ 22 $ 25 17 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) Intangible Assets, Net Intangible assets comprised the following: As at November 30, 2023 Cost Accumulated Amortization Net Book Value Acquired technology $ 900 $ 842 $ 58 Other acquired intangibles 386 329 57 Intellectual property 110 62 48 $ 1,396 $ 1,233 $ 163 As at February 28, 2023 Cost Accumulated Amortization Net Book Value Acquired technology $ 900 $ 824 $ 76 Other acquired intangibles 386 318 68 Intellectual property 123 64 59 $ 1,409 $ 1,206 $ 203 For the nine months ended November 30, 2023, amortization expense related to intangible assets amounted to $ 38 million (nine months ended November 30, 2022 - $ 76 million). Total additions to intangible assets for the nine months ended November 30, 2023 amounted to $ 12 million (nine months ended November 30, 2022 - $ 24 million). During the nine months ended November 30, 2023, additions to intangible assets primarily consisted of payments for intellectual property relating to patent maintenance, registration and license fees. Based on the carrying value of the identified intangible assets as at November 30, 2023, and assuming no subsequent impairment of the underlying assets, the annual amortization expense for the remainder of fiscal 2024 and each of the five succeeding years is expected to be as follows: fiscal 2024 - $ 11 million; fiscal 2025 - $ 41 million; fiscal 2026 - $ 36 million; fiscal 2027 - $ 31 million; fiscal 2028 - $ 18 million and fiscal 2029 - $ 6 million. 18 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) Goodwill Changes to the carrying amount of goodwill during the nine months ended November 30, 2023 were as follows: Carrying Amount Carrying amount as at February 28, 2022 $ 844 Goodwill impairment charge ( 245 ) Effect of foreign exchange on non-U.S. dollar denominated goodwill ( 4 ) Carrying amount as at February 28, 2023 595 Effect of foreign exchange on non-U.S. dollar denominated goodwill 2 Carrying amount as at November 30, 2023 $ 597 Other Long-term Assets As at November 30, 2023, other long-term assets included long-term receivables related to intellectual property sold, see Note 11 under the heading “Patent Sale”, long-term receivables, and the long-term portion of deferred commission, among other items, none of which were greater than 5% of the total assets balance. As at February 28, 2023, other long-term assets included the long-term portion of deferred commission, among other items, none of which were greater than 5% of the total assets balance. Accrued Liabilities As at November 30, 2023 and February 28, 2023, other accrued liabilities included operating lease liabilities, current and accrued director fees, accrued vendor liabilities, variable incentive accrual, payroll withholding taxes and accrued royalties, among other items, none of which were greater than 5% of the current liabilities balance in any of the periods presented. 5. INCOME TAXES For the nine months ended November 30, 2023, the Company’s net effective income tax expense rate was approximately 37 % compared to a net effective income tax expense rate of 5 % for the nine months ended November 30, 2022. The Company’s income tax rate reflects the change in unrecognized income tax benefit, if any, and the fact that the Company has a significant valuation allowance against its deferred income tax assets, and in particular, the change in fair value of the Debentures, amongst other items, is offset by a corresponding adjustment of the valuation allowance. The Company’s net effective income tax rate also reflects the geographic mix of earnings in jurisdictions with different income tax rates. The Company’s total unrecognized income tax benefits as at November 30, 2023 were $ 21 million (February 28, 2023 - $ 21 million). As at November 30, 2023, $ 21 million of the unrecognized income tax benefits have been netted against deferred income tax assets and nil has been recorded within income taxes payable on the Company’s consolidated balance sheets. The Company is subject to ongoing examination by tax authorities in certain jurisdictions in which it operates. The Company regularly assesses the status of these examinations and the potential for adverse outcomes to determine the adequacy of the provision for income taxes as well as the provisions for indirect and other taxes and related penalties and interest. While the final resolution of audits is uncertain, the Company believes the ultimate resolution of these audits will not have a material adverse effect on its consolidated financial position, liquidity or results of operations. 19 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) 6. DEBENTURES On November 17, 2023, the Company issued $ 150 million aggregate principal amount of 1.75% extendible convertible unsecured debentures (the “Extension Debentures”) in a private placement to certain controlled affiliates of Fairfax Financial Holdings Limited (“Fairfax”). The Company used the net proceeds of the issuance of the Extension Debentures, together with cash on hand, to repay its outstanding $ 365 million aggregate principal amount of 1.75% unsecured convertible debentures (the “2020 Debentures” and, together with the Extension Debentures, the “Debentures”) at maturity on November 13, 2023 . Aside from the maturity date, the terms of the Extension Debentures are substantially identical to those of the 2020 Debentures, except that the Extension Debentures will not be listed on any stock exchange and will not involve an indenture trustee. The Extension Debentures are due on February 15, 2024 (the “Initial Maturity Date”), with an option for the parties to extend the maturity date to May 15, 2024 (the “Final Maturity Date” and, together with the Initial Maturity Date, each a “Maturity Date”) by mutual agreement. Each $ 1,000 principal amount of Extension Debentures is convertible at any time prior to the third business day prior to the Maturity Date into 166.67 common shares of the Company, for a total of 25 million common shares at a price of $ 6.00 per share, subject to adjustments. Covenants associated with the Extension Debentures include limitations on the Company’s total indebtedness. Interest on the Extension Debentures is payable on the Maturity Date in arrears at a rate of 1.75 % per annum. Under specified events of default, the outstanding principal and any accrued interest on the Extension Debentures become immediately due and payable upon request of holders holding not less than 25 % of the principal amount of the Extension Debentures then outstanding. During an event of default, the interest rate increases to 5.75 % per annum. The Extension Debentures are subject to a change of control provision whereby the Company would be required to make an offer to repurchase the Extension Debentures at 115 % of par value if a person or group (not affiliated with Fairfax) acquires 35 % of the Company’s outstanding common shares, acquires all or substantially all of its assets, or if the Company merges with another entity and the Company’s existing shareholders hold less than 50 % of the common shares of the surviving entity. Additionally, the Extension Debentures cannot be converted to the extent that, after giving effect to the conversion, the holder would beneficially own or exercise control or direction over more than 19.99 % of the Company’s then issued and outstanding shares. Due to the conversion option and other embedded derivatives within the Extension Debentures, and consistent with the Company’s accounting for the 2020 Debentures, the Company has elected to record the Extension Debentures, including the debt itself and all embedded derivatives, at fair value and present the Extension Debentures as a single hybrid financial instrument. No portion of the fair value of the Extension Debentures has been recorded as equity, nor would be if the embedded derivatives were bifurcated from the host debt contract. Each period, the fair value of the Debentures is recalculated and resulting gains and losses from the change in fair value of the Debentures associated with non-credit components are recognized in income, while the change in fair value associated with credit components is recognized in accumulated other comprehensive loss (“AOCL”). The fair value of the Extension Debentures has been determined using observable interest rate curves, the market price and volatility of the Company’s listed common shares. 20 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) The following table summarizes the change in fair value of the 2020 Debentures for the nine months ended November 30, 2023, which also represents the total changes through earnings of items classified as Level 3 in the fair value hierarchy: November 30, 2023 Balance as at February 28, 2023 $ 367 Change in fair value of the 2020 Debentures ( 2 ) Maturity of the 2020 Debentures on November 13, 2023 ( 365 ) Balance as at November 30, 2023 $ — The following table summarizes the change in fair value of the Extension Debentures from their date of issuance, which also represents the total changes through earnings of items classified as Level 2 in the fair value hierarchy: November 30, 2023 Principal received as of November 17, 2023 $ 150 Change in fair value of the Extension Debentures — Balance as at November 30, 2023 $ 150 The difference between the fair value of the Extension Debentures and the unpaid principal balance of $ 150 million is nil . The following table shows the impact of the changes in fair value of the Debentures for the three and nine months ended November 30, 2023 and November 30, 2022: Three Months Ended Nine Months Ended November 30, 2023 November 30, 2022 November 30, 2023 November 30, 2022 Income associated with the change in fair value from non-credit components recorded in the consolidated statements of operations $ 18 $ 56 $ 2 $ 112 Income associated with the change in fair value from instrument-specific credit components recorded in AOCL — 1 — 3 Realized losses associated with the change in fair value from credit components recorded in the consolidated statements of operations on maturity of the 2020 Debentures ( 6 ) — ( 6 ) — Realized losses associated with the change in fair value from credit components released from AOCL on maturity of the 2020 Debentures 6 — 6 — Total decrease in the fair value of the Debentures $ 18 $ 57 $ 2 $ 115 For the three and nine months ended November 30, 2023, the Company recorded interest expense related to the Debentures of $ 1 million and $ 5 million, respectively, which has been included in investment income (loss), net on the Company’s consolidated statements of operations (three and nine months ended November 30, 2022 - $ 2 million and $ 5 million). Fairfax, a related party under U.S. GAAP due to its beneficial ownership of common shares in the Company after taking into account potential conversion of the Extension Debentures, owned $ 330 million principal amount of the 2020 Debentures and now owns $ 150 million principal amount of the Extension Debentures. As such, the payment of interest on the Extension Debentures to Fairfax represents a related party transaction. 21 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) 7. CAPITAL STOCK The following details the changes in issued and outstanding common shares for the nine months ended November 30, 2023: Capital Stock and Additional Paid-in Capital Stock Outstanding (000s) Amount Common shares outstanding as at February 28, 2023 582,157 $ 2,909 Exercise of stock options 92 — Common shares issued for restricted share unit settlements 2,054 — Stock-based compensation — 28 Common shares issued for employee share purchase plan 1,037 4 Common shares outstanding as at November 30, 2023 585,340 $ 2,941 The Company had 585 million voting common shares outstanding, 0.3 million options to purchase voting common shares, 13 million RSUs and 2 million DSUs outstanding as at December 18, 2023. In addition, 25 million common shares are issuable upon conversion in full of the Extension Debentures as described in Note 6. 22 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) 8. LOSS PER SHARE The following table sets forth the computation of basic and diluted loss per share: Three Months Ended Nine Months Ended November 30, 2023 November 30, 2022 November 30, 2023 November 30, 2022 Net loss for basic loss per share available to common shareholders $ ( 21 ) $ ( 4 ) $ ( 74 ) $ ( 239 ) Less: Debentures fair value adjustment (1) (2) (3) (4) ( 13 ) ( 56 ) — ( 112 ) Add: interest expense on Debentures (1) (2) (3) (4) 1 2 — 5 Net loss for diluted loss per share available to common shareholders $ ( 33 ) $ ( 58 ) $ ( 74 ) $ ( 346 ) Weighted average number of shares outstanding (000’s) - basic (5) 584,331 578,948 583,559 577,718 Effect of dilutive securities (000’s) Conversion of 2020 Debentures (1) (3) 49,469 60,833 — 60,833 Conversion of Extension Debentures (2) (4) 4,670 — — — Weighted average number of shares and assumed conversions (000’s) diluted 638,470 639,781 583,559 638,551 Loss per share - reported Basic $ ( 0.04 ) $ ( 0.01 ) $ ( 0.13 ) $ ( 0.41 ) Diluted $ ( 0.05 ) $ ( 0.09 ) $ ( 0.13 ) $ ( 0.54 ) ______________________________ (1) The Company has presented the dilutive effect of the 2020 Debentures using the if-converted method for the period the 2020 Debentures were outstanding, assuming conversion at the beginning of the quarter for the three months ended November 30, 2023 and three and nine months ended November 30, 2022. Accordingly, to calculate diluted loss per share, the Company adjusted net loss by eliminating the fair value adjustment made to the 2020 Debentures and interest expense incurred on the 2020 Debentures for the three months ended November 30, 2023 and three and nine months ended November 30, 2022, and added the number of shares that would have been issued upon conversion to the diluted weighted average number of shares outstanding. See Note 6 for details on the 2020 Debentures. (2) The Company has presented the dilutive effect of the Extension Debentures using the if-converted method for the period the Extension Debentures were outstanding, assuming conversion at the issuance date for the three months ended November 30, 2023. Accordingly, to calculate diluted loss per share, the Company adjusted net loss by eliminating the fair value adjustment made to the Extension Debentures and interest expense incurred on the Extension Debentures for the three months ended November 30, 2023 and added the number of shares that would have been issued upon conversion to the diluted weighted average number of shares outstanding. See Note 6 for details on the Extension Debentures. (3) The Company has not presented the dilutive effect of the 2020 Debentures using the if-converted method in the calculation of diluted loss per share for the nine months ended November 30, 2023, as to do so would be antidilutive. See Note 6 for details on the 2020 Debentures. (4) The Company has not presented the dilutive effect of the Extension Debentures using the if-converted method in the calculation of diluted loss per share for the nine months ended November 30, 2023, as to do so would be antidilutive. See Note 6 for details on the Extension Debentures. (5) The Company has not presented the dilutive effect of in-the-money options and RSUs that will be settled upon vesting by the issuance of new common shares in the calculation of diluted loss per share for the three and nine months ended November 30, 2023 and November 30, 2022, as to do so would be antidilutive. 23 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) 9. ACCUMULATED OTHER COMPREHENSIVE LOSS The changes in AOCL by component net of tax, for the three and nine months ended November 30, 2023 and November 30, 2022 were as follows: Three Months Ended Nine Months Ended November 30, 2023 November 30, 2022 November 30, 2023 November 30, 2022 Cash Flow Hedges Balance, beginning of period $ — $ ( 1 ) $ ( 1 ) $ — Other comprehensive loss before reclassification — ( 2 ) 1 ( 3 ) Amounts reclassified from AOCL into net loss — 2 — 2 Accumulated net unrealized gains on derivative instruments designated as cash flow hedges $ — $ ( 1 ) $ — $ ( 1 ) Foreign Currency Cumulative Translation Adjustment Balance, beginning of period $ ( 14 ) $ ( 20 ) $ ( 16 ) $ ( 10 ) Other comprehensive income (loss) 1 1 3 ( 9 ) Foreign currency cumulative translation adjustment $ ( 13 ) $ ( 19 ) $ ( 13 ) $ ( 19 ) Change in Fair Value From Instrument-Specific Credit Risk On Debentures Balance, beginning of period $ ( 6 ) $ ( 6 ) $ ( 6 ) $ ( 8 ) Other comprehensive income before reclassification — 1 — 3 Amounts reclassified from AOCL into net loss 6 — 6 — Change in fair value from instruments-specific credit risk on Debentures $ — $ ( 5 ) $ — $ ( 5 ) Other Post-Employment Benefit Obligations Actuarial losses associated with other post-employment benefit obligations $ ( 1 ) $ ( 1 ) $ ( 1 ) $ ( 1 ) Accumulated Other Comprehensive Loss, End of Period $ ( 14 ) $ ( 26 ) $ ( 14 ) $ ( 26 ) 10. COMMITMENTS AND CONTINGENCIES (a) Letters of Credit The Company had $ 25 million in collateralized outstanding letters of credit in support of certain leasing arrangements entered into in the ordinary course of business as of November 30, 2023. See the discussion of restricted cash in Note 3. (b) Contingencies Litigation The Company is involved in litigation in the normal course of its business, both as a defendant and as a plaintiff. The Company is subject to a variety of claims (including claims related to patent infringement, purported class actions and other claims in the normal course of business) and may be subject to additional claims either directly or through indemnities against claims that it provides to certain of its partners and customers. In particular, the industry in which the Company competes has many participants that own, or claim to own, intellectual property, including participants that have been issued patents and may have filed patent applications or may obtain additional patents and proprietary rights for technologies similar to those used by the Company in its products. The Company has received, and may receive in the future, assertions and claims from third parties that the Company’s products infringe on their patents or other intellectual property rights. Litigation has been, and will likely continue to be, necessary to determine the scope, enforceability and validity of third-party proprietary rights or to establish the Company’s proprietary rights. Regardless of whether claims against the Company have merit, those claims could be time-consuming to evaluate and defend, result in costly litigation, divert management’s attention and resources and subject the Company to significant liabilities. 24 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) Management reviews all of the relevant facts for each claim and applies judgment in evaluating the likelihood and, if applicable, the amount of any potential loss. Where a potential loss is considered probable and the amount is reasonably estimable, provisions for loss are made based on management’s assessment of the likely outcome. Where a range of loss can be reasonably estimated with no best estimate in the range, the Company records the minimum amount in the range. The Company does not provide for claims for which the outcome is not probable or claims for which the amount of the loss cannot be reasonably estimated. Any settlements or awards under such claims are provided for when reasonably determinable. As of November 30, 2023, there are no material claims outstanding for which the Company has assessed the potential loss as both probable to result and reasonably estimable; therefore, no accrual has been made. Further, there are claims outstanding for which the Company has assessed the potential loss as reasonably possible to result; however, an estimate of the amount of loss cannot reasonably be made. There are many reasons that the Company cannot make these assessments, including, among others, one or more of the following: the early stages of a proceeding does not require the claimant to specifically identify the patent claims that have allegedly been infringed or the products that are alleged to infringe; damages sought are unspecified, unsupportable, unexplained or uncertain; discovery has not been started or is incomplete; the facts that are in dispute are highly complex; the difficulty of assessing novel claims; the parties have not engaged in any meaningful settlement discussions; the possibility that other parties may share in any ultimate liability; and the often slow pace of litigation. The Company has included the following summaries of certain of its legal proceedings though they do not meet the test for accrual described above. Between October and December 2013, several purported class action lawsuits and one individual lawsuit were filed against the Company and certain of its former officers in various jurisdictions in the U.S. and Canada alleging that the Company and certain of its officers made materially false and misleading statements regarding the Company’s financial condition and business prospects and that certain of the Company’s financial statements contain material misstatements. The individual lawsuit was voluntarily dismissed and the consolidated U.S. class actions was settled; see “Litigation Settlement” below in this Note 10. On July 23, 2014, the plaintiff in the putative Ontario class action ( Swisscanto Fondsleitung AG v. BlackBerry Limited, et al. ) filed a motion for class certification and for leave to pursue statutory misrepresentation claims. On November 17, 2015, the Ontario Superior Court of Justice issued an order granting the plaintiffs’ motion for leave to file a statutory claim for misrepresentation. On December 2, 2015, the Company filed a notice of motion seeking leave to appeal this ruling. On November 15, 2018, the Court denied the Company’s motion for leave to appeal the order granting the plaintiffs leave to file a statutory claim for misrepresentation. On February 5, 2019, the Court entered an order certifying a class comprised persons (a) who purchased BlackBerry common shares between March 28, 2013, and September 20, 2013, and still held at least some of those shares as of September 20, 2013, and (b) who acquired those shares on a Canadian stock exchange or acquired those shares on any other stock exchange and were a resident of Canada when the shares were acquired. Notice of class certification was published on March 6, 2019. The Company filed its Statement of Defence on April 1, 2019. Discovery is proceeding and the Court has not set a trial date. On March 17, 2017, a putative employment class action was filed against the Company in the Ontario Superior Court of Justice ( Parker v. BlackBerry Limited ). The Statement of Claim alleges that actions the Company took when certain of its employees decided to accept offers of employment from Ford Motor Company of Canada amounted to a wrongful termination of the employees’ employment with the Company. The claim seeks (i) an unspecified quantum of statutory, contractual, or common law termination entitlements; (ii) punitive or breach of duty of good faith damages of CAD$20 million, or such other amount as the Court finds appropriate, (iii) pre- and post- judgment interest, (iv) attorneys’ fees and costs, and (v) such other relief as the Court deems just. The Court granted the plaintiffs’ motion to certify the class action on May 27, 2019. The Company commenced a motion for leave to appeal the certification order on June 11, 2019. The Court denied the motion for leave to appeal on September 17, 2019. The Company filed its Statement of Defence on December 19, 2019. The parties participated in a mediation on November 9, 2022, which did not result in an agreement. Discovery is proceeding and the Court has not set a trial date. Other contingencies As at November 30, 2023, the Company has recognized $ 17 million (February 28, 2023 - $ 17 million) in funds from claims filed with the Ministry of Innovation, Science and Economic Development Canada relating to its Strategic Innovation Fund program’s investment in BlackBerry QNX. A portion of this amount may be repayable in the future under certain circumstances if certain terms and conditions are not met by the Company, which is not probable at this time. 25 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) (c) Litigation Settlement On April 6, 2022, through a mediator, the Company agreed in principle to pay $ 165 million to settle the U.S. consolidated actions (see “Litigation” above in this Note 10). The Stipulation of Settlement was executed effective June 7, 2022. On June 29, 2022, the Company paid $ 1 million of the settlement amount. The remaining $ 164 million was paid on September 6, 2022. On September 29, 2022, the Court granted final approval of the settlement and entered final judgment. (d) Indemnifications The Company enters into certain agreements that contain indemnification provisions under which the Company could be subject to costs and damages, including in the event of an infringement claim against the Company or an indemnified third party. Such intellectual property infringement indemnification clauses are generally not subject to any dollar limits and remain in effect for the term of the Company’s agreements. To date, the Company has not encountered material costs as a result of such indemnifications. The Company has entered into indemnification agreements with its current and former directors and executive officers. Under these agreements, the Company agreed, subject to applicable law, to indemnify its current and former directors and executive officers against all costs, charges and expenses reasonably incurred by such individuals in respect of any civil, criminal or administrative action that could arise by reason of their status as directors or officers. The Company maintains liability insurance coverage for the benefit of the Company, and its current and former directors and executive officers. The Company has not encountered material costs as a result of such indemnifications in the current period. 11. REVENUE AND SEGMENT DISCLOSURES The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by the CODM for making decisions and assessing performance as a source of the Company’s reportable operating segments. The CODM, who is the Executive Chair and interim CEO of the Company, makes decisions and assesses the performance of the Company using three operating segments. The CODM does not evaluate operating segments using discrete asset information. The Company does not specifically allocate assets to operating segments for internal reporting purposes. Segment Disclosures The Company is organized and managed as three operating segments: Cybersecurity, IoT, and Licensing and Other. The following table shows information by operating segment for the three and nine months ended November 30, 2023 and November 30, 2022: For the Three Months Ended Cybersecurity IoT Licensing and Other Segment Totals November 30, November 30, November 30, November 30, 2023 2022 2023 2022 2023 2022 2023 2022 Segment revenue $ 114 $ 106 $ 55 $ 51 $ 6 $ 12 $ 175 $ 169 Segment cost of sales 37 46 9 10 1 4 47 60 Segment gross margin (1) $ 77 $ 60 $ 46 $ 41 $ 5 $ 8 $ 128 $ 109 For the Nine Months Ended Cybersecurity IoT Licensing and Other Segment Totals November 30, November 30, November 30, November 30, 2023 2022 2023 2022 2023 2022 2023 2022 Segment revenue $ 286 $ 330 $ 149 $ 153 $ 245 $ 22 $ 680 $ 505 Segment cost of sales 110 149 26 27 150 8 286 184 Segment gross margin (1) $ 176 $ 181 $ 123 $ 126 $ 95 $ 14 $ 394 $ 321 ______________________________ (1) A reconciliation of total segment gross margin to consolidated totals is set forth below. 26 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) Cybersecurity consists of BlackBerry® UEM and Cylance® solutions (collectively BlackBerry Spark®), BlackBerry® AtHoc® and BlackBerry® SecuSUITE®. The Company’s Cylance artificial intelligence and machine learning-based platform consists of CylanceENDPOINT™, CylanceGUARD®, CylanceEDGE™, CylanceINTELLIGENCE™ and other cybersecurity applications. The BlackBerry UEM Suite includes the Company’s BlackBerry® UEM, BlackBerry® Dynamics™, and BlackBerry® Workspaces solutions. Cybersecurity revenue is generated predominantly through software licenses, commonly bundled with support, maintenance and professional services. IoT consists of BlackBerry® QNX®, BlackBerry® Certicom®, BlackBerry Radar®, BlackBerry IVY® and other IoT applications. IoT revenue is generated predominantly through software licenses, commonly bundled with support, maintenance and professional services. Licensing and Other consists of the Company’s intellectual property arrangements and settlement awards. Other consists of the Company’s legacy service access fees (“SAF”) business, which ceased operations on January 4, 2022. The following table reconciles total segment gross margin for the three and nine months ended November 30, 2023 and November 30, 2022 to the Company’s consolidated totals: Three Months Ended Nine Months Ended November 30, 2023 November 30, 2022 November 30, 2023 November 30, 2022 Total segment gross margin $ 128 $ 109 394 $ 321 Adjustments (1) : Less: Stock compensation 1 — 3 2 Less: Research & development 42 52 146 159 Selling, marketing and administration 85 89 258 257 Amortization 13 26 42 78 Impairment of long-lived assets 11 — 11 4 Gain on sale of property, plant and equipment, net — — — ( 6 ) Debentures fair value adjustment ( 13 ) ( 56 ) 3 ( 112 ) Litigation settlement — — — 165 Investment income (loss), net ( 5 ) ( 2 ) ( 15 ) 1 Consolidated loss before income taxes $ ( 6 ) $ — $ ( 54 ) $ ( 227 ) ______________________________ (1) The CODM reviews segment information on an adjusted basis, which excludes certain amounts as described below: Stock compensation expenses - Equity compensation is a non-cash expense and does not impact the ongoing operating decisions taken by the Company’s management. Patent Sale On May 11, 2023, the Company completed its previously announced patent sale with Malikie and sold certain non-core patent assets for $ 170 million in cash on closing, an additional $ 30 million in fixed consideration due by no later than the third anniversary of closing and variable consideration in the form of future royalties in the aggregate amount of up to $ 700 million (the “Malikie Transaction”). Pursuant to the terms of the Malikie Transaction, the Company received a license back to the patents sold, which relate primarily to mobile devices, messaging and wireless networking. The Malikie Transaction will not impact customers’ right to use any of the Company’s products, solutions or services. In the first quarter of fiscal 2024, the Company recognized revenue of $ 218 million and cost of sales of $ 147 million related to intellectual property sold. As at November 30, 2023, the remaining financing component on the patent sale was $ 12 million and will be recognized as interest income over the payment terms. The Company estimated variable consideration from future royalty revenues using an expected value method including inputs from both internal and external sources related to patent monetization activities and cash flows, and constrained the recognition of that variable consideration based on the Company’s accounting policies and critical accounting estimates as described in Note 1. The present value of variable consideration recognized as revenue was $ 23 million and the amount of 27 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) variable consideration constrained was $ 210 million. The Company evaluates its conclusions as to whether the constraints are still applicable on an ongoing basis, and will make updates when it observes a sufficient amount of evidence that amounts of variable consideration are no longer subject to constraint or the estimated amount of variable consideration has changed. Revenue The Company disaggregates revenue from contracts with customers based on geographical regions, timing of revenue recognition, and the major product and service types, as discussed above in “Segment Disclosures”. The Company’s revenue, classified by major geographic region in which the Company’s customers are located, was as follows: Three Months Ended Nine Months Ended November 30, 2023 November 30, 2022 November 30, 2023 November 30, 2022 North America (1) $ 77 $ 92 $ 466 $ 266 Europe, Middle East and Africa 50 55 126 176 Other regions 48 22 88 63 Total $ 175 $ 169 $ 680 $ 505 North America (1) 44.0 % 54.5 % 68.5 % 52.7 % Europe, Middle East and Africa 28.6 % 32.5 % 18.6 % 34.9 % Other regions 27.4 % 13.0 % 12.9 % 12.4 % Total 100.0 % 100.0 % 100.0 % 100.0 % ______________________________ (1) North America includes all revenue from the Company’s intellectual property arrangements, due to the global applicability of the patent portfolio and licensing arrangements thereof . Revenue, classified by timing of recognition, was as follows: Three Months Ended Nine Months Ended November 30, 2023 November 30, 2022 November 30, 2023 November 30, 2022 Products and services transferred over time $ 80 $ 88 $ 245 $ 281 Products and services transferred at a point in time 95 81 435 224 Total $ 175 $ 169 $ 680 $ 505 Revenue contract balances The following table sets forth the activity in the Company’s revenue contract balances for the nine months ended November 30, 2023: Accounts and Other Receivable Deferred Revenue Deferred Commissions Opening balance as at February 28, 2023 $ 120 $ 215 $ 17 Increases due to invoicing of new or existing contracts, associated contract acquisition costs, or other 722 428 24 Decrease due to payment, fulfillment of performance obligations, or other ( 604 ) ( 441 ) ( 20 ) Increase (decrease), net 118 ( 13 ) 4 Closing balance as at November 30, 2023 $ 238 $ 202 $ 21 28 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) Transaction price allocated to the remaining performance obligations The table below discloses the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as at November 30, 2023 and the time frame in which the Company expects to recognize this revenue. The disclosure includes estimates of variable consideration, except when the variable consideration is a sales-based or usage-based royalty promised in exchange for a license of intellectual property. The disclosure excludes estimates of variable consideration relating to future royalty revenues from the patent sale to Malikie, which have been constrained based on the Company’s accounting policies and critical accounting estimates as described in Note 1 and under “Patent Sale” in this Note 11. As at November 30, 2023 Less than 12 Months 12 to 24 Months Thereafter Total Remaining performance obligations $ 183 $ 9 $ 10 $ 202 Revenue recognized for performance obligations satisfied in prior periods For the three and nine months ended November 30, 2023, $ 1 million and $ 32 million of revenue, respectively, was recognized relating to performance obligations satisfied in a prior period as a result of certain variable consideration no longer being subject to constraint (three and nine months ended November 30, 2022 - nil and $ 1 million). Property, plant and equipment, intangible assets, operating lease ROU assets and goodwill, classified by geographic region in which the Company’s assets are located, were as follows: As at November 30, 2023 February 28, 2023 Property, Plant and Equipment, Intangible Assets, Operating Lease ROU Assets and Goodwill Total Assets Property, Plant and Equipment, Intangible Assets, Operating Lease ROU Assets and Goodwill Total Assets Canada $ 83 $ 357 $ 98 $ 375 United States 711 936 742 1,208 Other 29 107 27 96 $ 823 $ 1,400 $ 867 $ 1,679 Information About Major Customers There was one customer that comprised 15 % of the Company’s revenue in the three months ended November 30, 2023 and one customer that comprised 33 % of the Company’s revenue in the nine months ended November 30, 2023 due to the completed Malikie Transaction (three and nine months ended November 30, 2022 - one customer that comprised 11 % and 14 % of the Company’s revenue, respectively ). 29 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) 12. CASH FLOW AND ADDITIONAL INFORMATION (a) Certain consolidated statements of cash flow information related to interest and income taxes paid is summarized as follows: Three Months Ended Nine Months Ended November 30, 2023 November 30, 2022 November 30, 2023 November 30, 2022 Interest paid during the period $ 1 $ 2 $ 5 $ 5 Income taxes paid during the period 1 — 5 2 Income tax refunds received during the period — 5 — 5 (b) Additional Information Foreign exchange The Company is exposed to foreign exchange risk as a result of transactions in currencies other than its functional currency, the U.S. dollar. The majority of the Company’s revenue in the third quarter of fiscal 2024 was transacted in U.S. dollars. Portions of the revenue were denominated in Canadian dollars, euros and British pounds. Other expenses, consisting mainly of salaries and certain other operating costs, were incurred primarily in Canadian dollars, but were also incurred in U.S. dollars, euros and British pounds. At November 30, 2023, approximately 13 % of cash and cash equivalents, 36 % of accounts receivable and 48 % of accounts payable were denominated in foreign currencies (February 28, 2023 – 19 %, 24 % and 36 %, respectively). These foreign currencies primarily include the Canadian dollar, euro and British pound. As part of its risk management strategy, the Company maintains net monetary asset and/or liability balances in foreign currencies and engages in foreign currency hedging activities using derivative financial instruments, including currency forward contracts and currency options. The Company does not use derivative instruments for speculative purposes. Interest rate risk Cash and cash equivalents and investments are invested in certain instruments of varying maturities. Consequently, the Company is exposed to interest rate risk as a result of holding investments of varying maturities and the significant financing components within certain revenue contracts with customers. The fair value of investments, as well as the investment income derived from the investment portfolio, will fluctuate with changes in prevailing interest rates. The Company also has significant financing components within certain revenue contracts with customers and is exposed to interest rate risk as a result of discounting the future payments from customers with a fixed interest rate. The Company has also issued Debentures with a fixed interest rate, as described in Note 6. The fair value of the Debentures will fluctuate with changes in prevailing interest rates. Consequently, the Company is exposed to interest rate risk as a result of the Debentures. The Company does not currently utilize interest rate derivative instruments to hedge its investment portfolio or changes in the market value of the Debentures. Credit risk The Company is exposed to market and credit risk on its investment portfolio. The Company is also exposed to credit risk with customers, as described in Note 4. The Company reduces this risk from its investment portfolio by investing in liquid, investment-grade securities and by limiting exposure to any one entity or group of related entities. As at November 30, 2023, no single issuer represented more than 35 % of the total cash, cash equivalents and investments (February 28, 2023 - no single issuer represented more than 12 % of the total cash, cash equivalents and investments), with the largest such issuer representing bearer deposits, term deposits and cash balances with one of the Company’s banking counterparties. The Company maintains Credit Support Annexes (“CSAs”) with several of its counterparties. These CSAs require the outstanding net position of all contracts be made whole by the paying or receiving of collateral to or from the counterparties on a daily basis, subject to exposure and transfer thresholds. As at November 30, 2023, the Company had no collateral posted or held with counterparties (February 28, 2023 - $ 1 million in collateral held). 30 BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated (unaudited) Liquidity risk Cash, cash equivalents, and investments were approximately $ 271 million as at November 30, 2023. The Company’s management remains focused on efficiently managing working capital balances and managing the liquidity needs of the business. The Company has experienced recent operating losses and the Extension Debentures will mature on February 15, 2024 , with an option for the parties to extend the maturity date to May 15, 2024 , by mutual agreement, as described above in Note 6, but the Company has the ability to access other potential financing arrangements on commercially reasonable terms. Taking these factors into account and based on its current financial projections, the Company believes its financial resources, together with expected future operating cash generating and operating expense reduction activities and access to other potential financing arrangements, are expected to be sufficient to meet funding requirements for current financial commitments and future operating expenditures not yet committed, and should provide the necessary financial capacity for the foreseeable future. 31