Report of Independent Registered Public Accounting Firm |
To the Shareholders and Board of Directors of BlackBerry Limited |
Opinions on the Financial Statements and Internal Control over Financial ReportingWe have audited the accompanying consolidated balance sheets of BlackBerry Limited and its subsidiaries (together, the Company) as of February 28, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders’ equity and of cash flows for each of the three years in the period ended February 28, 2023, including the related notes (col ectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of February 28, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
In our opinion, the consolidated financial statements referred to above present fairly, in al material respects, the financial position of the Company as of February 28, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended February 28, 2023 in conformity with accounting principles general y accepted in the United States of America. Also in our opinion, the Company maintained, in al material respects, effective internal control over financial reporting as of February 28, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO. |
Basis for OpinionsThe Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting, appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. |
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in al material respects. |
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as wel as evaluating the overal presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. |
Definition and Limitations of Internal Control over Financial Reporting |
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with general y accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (i ) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with general y accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (i i) provide reasonable |
| 60 |
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. |
Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (i ) involved our especial y chal enging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. |
Impairment Tests of Goodwil for the BlackBerry Spark Reporting Unit and of the Long-Lived Assets for the Unified Endpoint Security (UES) Asset Group |
As described in Notes 1, 3 and 4 to the consolidated financial statements, the Company’s goodwil and intangible assets balances were $595 mil ion and $203 mil ion respectively, as of February 28, 2023. A portion of the goodwil and intangible asset balances relates to the BlackBerry Spark reporting unit and UES asset group, respectively. The long-lived assets (LLA) of the UES asset group are primarily composed of intangible assets. Management conducts a goodwil impairment test annual y on December 31, or more frequently if events or changes in circumstances indicate goodwil may be impaired. In the impairment test, management compares the carrying value of a reporting unit, including goodwil , to its fair value. When the carrying value of a reporting unit exceeds its fair value, goodwil of the reporting unit is considered to be impaired and written down to its fair value. Management reviews LLA for impairment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable. Management identified indicators of potential impairment in the UES asset group, which required management to perform an impairment test that included determining the fair value of the UES asset group. If the carrying value of the asset group’s net assets exceeds its fair value, then the excess represents the maximum amount of potential impairment that wil be al ocated to the LLA in the asset group. Management utilized multiple valuation techniques, which included the income approach using a discounted future cash flow model among others in determining the fair value of a reporting unit or an asset group. Estimating the fair value of a reporting unit or an asset group using discounted future cash flow models requires significant judgment by management, including estimation of future cash flows, which is dependent on estimation of the long-term rates of revenue growth, terminal growth rates, profitability measures and determination of the discount rates. Based on the results of the impairment tests related to goodwil and LLA, management concluded that the carrying values of the BlackBerry Spark reporting unit and UES asset group exceeded their respective fair values. Management recorded impairment charges of $245 mil ion and $231 mil ion relating to the BlackBerry Spark reporting unit and UES asset group, respectively. |
The principal considerations for our determination that performing procedures relating to the impairment tests of goodwil for the BlackBerry Spark reporting unit and of the long-lived assets for UES asset group is a critical audit matter are (i) the significant judgment by management when determining the fair values of the BlackBerry Spark reporting unit and UES asset group using discounted future cash flow models; (i ) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to long-term rates of revenue growth, terminal growth rates, profitability measures and discount rates; and (i i) the audit effort involved the use of professionals with specialized skil and knowledge. |
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overal opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwil and LLA impairment tests for the BlackBerry Spark reporting unit and UES asset group, including controls over the determination of the respective fair values. These procedures also included, among others, (i) testing management’s process for determining the fair values of the BlackBerry Spark reporting unit and UES asset group; (i ) testing the completeness and accuracy of underlying data used in the discounted future cash flow models; (i i) evaluating the appropriateness of the discounted future cash flow models; |
| 61 |
BlackBerry Limited |
| Incorporated under the Laws of Ontario |
| (United States dollars, in millions) |
Consolidated Balance Sheets |
| | | As at |
| | | | February 28, 2023 | February 28, 2022 |
| | Assets |
| | Current |
| | | | | Cash and cash equivalents (note 3) | $ | 295 $ | | | 378 |
| | | | | Short-term investments (note 3) | | 131 | | | 334 |
| | | | | Accounts receivable, net of allowance of $1 and $4, respectively (note 4 and note 12) | | 120 | | | 138 |
| | | | | Other receivables (note 4) | | 12 | | | 25 |
| | | | | Income taxes receivable | | 3 | | | 9 |
| | | | | Other current assets (note 4) | | 182 | | | 159 |
| | | | | 743 | | | 1,043 |
| | Restricted cash and cash equivalents (note 3) | | | 27 | | | 28 |
| | Long-term investments (note 3) | | | 34 | | | 30 |
| | Other long-term assets (note 4) | | | 8 | | | 9 |
| | Operating lease right-of-use assets, net (note 11) | | | 44 | | | 50 |
| | Property, plant and equipment, net (note 4) | | | 25 | | | 41 |
| | Goodwill (note 3 and note 4) | | | 595 | | | 844 |
| | Intangible assets, net (note 3 and note 4) | | | 203 | | | 522 |
| | | | $ | 1,679 $ | | | 2,567 |
| | Liabilities |
| | Current |
| | | | | Accounts payable | $ | 24 $ | | | 22 |
| | | | | Accrued liabilities (note 4) | | 143 | | | 157 |
| | | | | Income taxes payable (note 5) | | 20 | | | 11 |
| | | | | Debentures (note 6) | | 367 | | | — |
| | | | | Deferred revenue, current (note 12) | | 175 | | | 207 |
| | | | | 729 | | | 397 |
| | Deferred revenue, non-current (note 12) | | | 40 | | | 37 |
| | Operating lease liabilities (note 11) | | | 52 | | | 66 |
| | Other long-term liabilities | | | 1 | | | 4 |
| | Long-term debentures (note 6) | | | — | | | 507 |
| | | | | 822 | | | 1,011 |
| | Commitments and contingencies (note 10)Shareholders’ equityCapital 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 sharesIssued and outstanding - 582,157,203 voting common shares (February 28, 2022 - 576,227,898) |
| | | | | 2,909 | | | 2,869 |
| | Deficit | | | | | (2,028) | (1,294) |
| | Accumulated other comprehensive loss (note 9) | | | (24) | | | (19) |
| | | | | 857 | | | 1,556 |
| | | | $ | 1,679 $ | | | 2,567 |
| | See notes to consolidated financial statements.On behalf of the Board: |
| | John S. Chen | Lisa Disbrow |
| | Director | Director |
| | | | | | | | 63 |
BlackBerry Limited |
| (United States dollars, in millions) |
| | Consolidated Statements of Shareholders’ Equity |
| | | |
| | | | | | Accumulated |
| | | | Capital Stock | | Other |
| | | | and Additional | | Comprehensive |
| | | | Paid-in Capital | Deficit | Loss | Total |
| | | Balance as at February 29, 2020 | $ | | | | 2,760 $ | (198) $ | | | | (33) $ | 2,529 |
| | | | | | | | | | Net loss | | | | | — | (1,104) | | | | — | (1,104) |
| | | | | | | | | | Other comprehensive income | | | | | — | | | — | 20 | | | 20 |
| | | | | | | | | | Cumulative impact of adoption of ASC 326 | | | | | — | | | (4) | — | | | (4) |
| | | | | | | | | | Stock-based compensation (note 7) | | | | | 44 | | | — | — | | | 44 |
| | | Shares issued: |
| | | | | | | | | | Exercise of stock options (note 7) | | | | | 12 | | | — | — | | | 12 |
| | | | | | | | | | Employee share purchase plan (note 7) | | | | | 7 | | | — | — | | | 7 |
| | | Balance as at February 28, 2021 | | | | | 2,823 | (1,306) | | | | (13) | 1,504 |
| | | | | | | | | | Net income | | | | | — | | | 12 | — | | | 12 |
| | | | | | | | | | Other comprehensive loss | | | | | — | | | — | (6) | | | (6) |
| | | | | | | | | | Stock-based compensation (note 7) | | | | | 36 | | | — | — | | | 36 |
| | | Shares issued: |
| | | | | | | | | | Exercise of stock options (note 7) | | | | | 3 | | | — | — | | | 3 |
| | | | | | | | | | Employee share purchase plan (note 7) | | | | | 7 | | | — | — | | | 7 |
| | | Balance as at February 28, 2022 | | | | | 2,869 | (1,294) | | | | (19) | 1,556 |
| | | | | | | | | | Net loss | | | | | — | (734) | | | | — | (734) |
| | | | | | | | | | Other comprehensive loss | | | | | — | | | — | (5) | | | (5) |
| | | | | | | | | | Stock-based compensation (note 7) | | | | | 34 | | | — | — | | | 34 |
| | | Shares issued: |
| | | | | | | | | | Employee share purchase plan (note 7) | | | | | 6 | | | — | — | | | 6 |
| | | Balance as at February 28, 2023 | $ | | | | 2,909 $ | (2,028) $ | | | | (24) $ | | | 857 |
| | | See notes to consolidated financial statements. |
| | | | 64 |
BlackBerry Limited |
| (United States dollars, in millions, except per share data) |
| | Consolidated Statements of Operations |
| | | |
| | | | For the Years Ended |
| | | | | February 28, 2023 | February 28, 2022 | | February 28, 2021 |
| | | Revenue (note 12) | | $ | | 656 $ | 718 $ | 893 |
| | | Cost of sales | | | | 237 | 251 | 250 |
| | | Gross margin | | | | 419 | 467 | 643 |
| | | Operating expenses |
| | | | | | | | | | Research and development | | | 207 | 219 | 215 |
| | | | | | | | | | Selling, marketing and administration | | | 340 | 297 | 344 |
| | | | | | | | | | Amortization | | 96 | | | | 165 | 182 |
| | | | | | | | | | Impairment of goodwill (note 3) | | | 245 | — | 594 |
| | | | | | | | | | Impairment of long-lived assets (note 3) | | | 235 | — | 43 |
| | | | | | | | | | Gain on sale of property, plant and equipment, net (note 4) | | (6) | | | | — | — |
| | | | | | | | | | Debentures fair value adjustment (note 6) | | | (138) | (212) | 372 |
| | | | | | | | | | Litigation settlement (note 10) | | | 165 | — | — |
| | | | | | | 1,144 | 469 | 1,750 |
| | | Operating loss | | | | (725) | (2) | | | (1,107) |
| | | | | | | | | | Investment income (loss), net (note 4 and note 6) | | 5 | | | | 21 | (6) |
| | | Income (loss) before income taxes | | | | (720) | 19 | (1,113) |
| | | Provision for (recovery of) income taxes (note 5) | | | 14 | | 7 | | | (9) |
| | | Net income (loss) | | $ | | (734) $ | 12 $ | (1,104) |
| | | Earnings (loss) per share (note 8) |
| | | | | | | | | | Basic | $ | | (1.27) $ | 0.02 $ | (1.97) |
| | | | | | | | | | Diluted | $ | | (1.35) $ | (0.31) $ | (1.97) |
| | | See notes to consolidated financial statements. |
| | | | | | | | | | | 65 |
BlackBerry Limited |
| (United States dollars, in millions) |
| | Consolidated Statements of Comprehensive Income (Loss) |
| | | |
| | | | | For the Years Ended |
| | | | | | February 28, 2023 | February 28, 2022 | | February 28, 2021 |
| | | Net income (loss) | | | $ | | (734) $ | 12 $ | (1,104) |
| | | Other comprehensive income (loss) |
| | | | Net change in fair value and amounts reclassified to net income (loss) |
| | | | from derivatives designated as cash flow hedges during the year (note |
| | | | 9) | | | (1) | | | | (1) | | 2 |
| | | | Foreign currency translation adjustment | | | (6) | | | | (6) | | 5 |
| | | | Net change in fair value from instrument-specific credit risk on the |
| | | | Debentures during the year (note 6) | | | 2 | | 1 | | | 13 |
| | | Other comprehensive income (loss) | | | | (5) | | | | (6) | 20 |
| | | Comprehensive income (loss) | | | $ | | (739) $ | 6 $ | | | (1,084) |
| | | See notes to consolidated financial statements. |
| | | | | | | | | | | | 66 |
BlackBerry Limited |
| (United States dollars, in millions) |
| Consolidated Statements of Cash Flows |
| | | For the Years Ended |
| | | | February 28, 2023 | February 28, 2022 | | February 28, 2021 |
| | Cash flows from operating activitiesNet income (loss) |
| | | | $ | | (734) $ | 12 $ | | (1,104) |
| | Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
| | Amortization | | | 105 | | | | | 176 | 198 |
| | Stock-based compensation | | | 34 | | 36 | | 44 |
| | Gain on sale of investment (note 3) | | | — | | | | | (22) | — |
| | Impairment of goodwill (note 3) | | | 245 | | — | | 594 |
| | Impairment of long-lived assets (note 3) | | | 235 | | — | | 43 |
| | Gain on sale of property, plant and equipment, net (note 4) | | | (6) | | — | | — |
| | Debentures fair value adjustment (note 6) | | | | (138) | | (212) | 372 |
| | Operating leases | | | (16) | | | | | (16) | (4) |
| | Other | | | 5 | | (3) | | (5) |
| | Net changes in working capital items |
| | Accounts receivable, net of allowance | | | 18 | | 44 | | 29 |
| | Other receivables | | | 13 | | — | | (11) |
| | Income taxes receivable | | | 6 | | 1 | | (4) |
| | Other assets | | | (1) | | 15 | | 55 |
| | Accounts payable | | | 2 | | 2 | | (11) |
| | Accrued liabilities | | | (11) | | | | | (16) | (20) |
| | Income taxes payable | | | 9 | | 5 | | (15) |
| | Deferred revenue | | | (29) | | | | | (50) | (79) |
| | Net cash provided by (used in) operating activities | | | | (263) | | (28) | 82 |
| | Cash flows from investing activitiesAcquisition of long-term investments |
| | | | | (3) | | (1) | | (5) |
| | Proceeds on sale, maturity or distribution from long-term investments | | | — | | 35 | | — |
| | Acquisition of property, plant and equipment | | | (7) | | (8) | | (8) |
| | Proceeds on sale of property, plant and equipment (note 4) | | | 17 | | — | | — |
| | Acquisition of intangible assets | | | (34) | | | | | (31) | (36) |
| | Acquisition of short-term investments | | | | (514) | | (916) | (1,039) |
| | Acquisition of restricted short-term investments | | | — | | — | | (24) |
| | Proceeds on sale or maturity of restricted short-term investments | | | — | | 24 | | — |
| | Proceeds on sale or maturity of short-term investments | | | 717 | | | | | 1,104 | 1,047 |
| | Net cash provided by (used in) investing activities | | | 176 | | | | | 207 | (65) |
| | Cash flows from financing activitiesIssuance of common shares |
| | | | | 6 | | 10 | | 19 |
| | Payment of finance lease liability | | | — | | — | | (1) |
| | Repurchase of 3.75% Debentures | | | — | | — | | (610) |
| | Issuance of 1.75% Debentures | | | — | | — | | 365 |
| | Net cash provided by (used in) financing activities | | | 6 | | 10 | | (227) |
| | Effect of foreign exchange gain (loss) on cash, cash equivalents, restricted cash, and |
| | restricted cash equivalents | | | (3) | | (1) | | 2 |
| | Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash |
| | equivalents during the period | | | (84) | | | | | 188 | (208) |
| | Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period | | | 406 | | | | | 218 | 426 |
| | Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period | | $ | 322 $ | | | | | 406 $ | 218 |
| | See notes to consolidated financial statements. |
| | | | | | | | | 67 |
| | 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 |
1. | BLACKBERRY LIMITED AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES |
| BlackBerry Limited (the “Company”) provides intelligent security software and services to enterprises and governments around the world. The Company secures more than 500 million endpoints including more than 215 million vehicles. Based in Waterloo, Ontario, the Company leverages artificial intelligence and machine learning to deliver innovative solutions in the areas of cybersecurity, safety and data privacy, and is a leader in the areas of endpoint security, endpoint management, encryption and embedded systems. The Company’s common shares trade under the ticker symbol “BB” on the New York Stock Exchange and the Toronto Stock Exchange. |
| Basis of Presentation and Preparation |
| The consolidated financial statements include the accounts of all subsidiaries of the Company with intercompany transactions and balances eliminated on consolidation. All of the Company’s subsidiaries are wholly owned. These consolidated financial statements have been prepared by management in accordance with United States generally accepted accounting principles (“U.S. GAAP”) on a basis consistent for all periods presented, except as described in Note 2. |
| Certain of the comparative figures have been reclassified to conform to the current year’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 12. |
| Risks and Uncertainties |
| In fiscal 2023, assumptions and estimates about future cash flows, the economic weakness and inflation resulting directly or indirectly from the COVID-19 pandemic and the invasion of Ukraine, as well as higher interest rates implemented in response to inflation and resulting fears of recession, resulted in the Company making significant judgments related to its estimates and assumptions concerning the impairment of goodwill, indefinite-lived intangible assets, certain operating lease right-of-use (“ROU”) assets and associated property, plant and equipment, and concerning the collectability of receivables. |
| As of the date of issuance of the financial statements, the Company is not aware of any additional events or circumstances which would require it to update its estimates, judgments, or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and such changes will be recognized in the consolidated financial statements as soon as they become known. Actual results could differ from these estimates and any such differences may be material to the Company’s financial statements. |
| Accounting Policies and Critical Accounting Estimates |
| Use of estimates |
| 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. Significant areas requiring the use of management estimates relate to revenue-related estimates including variable consideration, standalone selling price (“SSP”), estimated customer life, if control of licenses to intellectual property has transferred, right of return and customer incentive commitments, fair value of reporting units in relation to actual or potential goodwill impairment, fair value of the Debentures (as defined in Note 6), fair value of share-based liability awards, fair value of long-lived assets in relation to actual or potential impairment, the Company’s long-lived asset groupings, estimated useful lives of property, plant and equipment and intangible assets, provision (or recovery) of income taxes, realization of deferred income tax assets and the related components of the valuation allowance, allowance for credit losses, incremental borrowing rates in determining the present value of lease liabilities and the determination of reserves for various litigation claims. Actual results could differ from these estimates, which were based upon circumstances that existed as of the date of the consolidated financial statements, February 28, 2023. |
| The significant accounting policies used in these U.S. GAAP consolidated financial statements are as follows: |
| Foreign currency translation |
| The U.S. dollar is the functional and reporting currency of the Company and substantially all of the Company’s subsidiaries. |
| Foreign currency denominated assets and liabilities of the Company and its U.S. dollar functional currency subsidiaries are translated into U.S. dollars. Accordingly, monetary assets and liabilities are translated using the exchange rates in effect as at the consolidated balance sheet dates, and revenue and expenses are translated at the rates of exchange |
| | | | | 68 |
| 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 |
prevailing when the transactions occurred. Remeasurement adjustments are included in income. Non-monetary assets and liabilities are translated at historical exchange rates. |
Foreign currency denominated assets and liabilities of the Company’s non-U.S. dollar functional currency subsidiary is translated into U.S. dollars at the exchange rates in effect as at the consolidated balance sheet dates. Revenue and expenses are translated using daily exchange rates. Exchange gains or losses arising from the translation of foreign currency denominated assets and liabilities are included as a currency translation adjustment within accumulated other comprehensive loss (“AOCL”). |
Cash and cash equivalents |
Cash and cash equivalents consist of balances with banks and liquid investments with maturities of three months or less at the date of acquisition. |
Accounts receivable, net of allowance |
The accounts receivable balance reflects invoiced and accrued revenue and is presented net of an allowance for credit losses. The Company expects the majority of its accounts receivable balances to continue to come from large customers as it sells the majority of its software products and services through resellers and other distribution partners, rather than directly to end users. The Company establishes current expected credit losses (“CECL”) for pools of assets with similar risk characteristics by evaluating historical levels of credit losses, current economic conditions that may affect a customer’s ability to pay, and creditworthiness of significant customers. 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, in the normal course of business, monitors the financial condition of its customers and reviews the credit history of each new customer. When the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company (such as in the case of bankruptcy filings or material deterioration in the customer’s operating results or financial position, and payment experiences), the Company records a specific credit loss provision to reduce the customer’s related accounts receivable to its estimated net realizable value. If circumstances related to specific customers change, the Company’s estimates of the recoverability of accounts receivable balances could be further adjusted. |
Investments |
The Company’s cash equivalents and investments, other than publicly issued equity securities and non-marketable equity investments without readily determinable fair value, consist of money market and other debt securities, which are classified as available-for-sale for accounting purposes and are carried at fair value. Unrealized gains and losses, net of related income taxes, are recorded in AOCL until such investments mature or are sold. The Company uses the specific identification method of determining the cost basis in computing realized gains or losses on available-for-sale investments, which are recorded in investment income. The Company does not exercise significant influence with respect to any of these investments. Publicly issued equity securities are recorded at fair value and revalued at each reporting period with changes in fair value recorded through investment income. The Company elects to record non-marketable equity investments without readily determinable fair value at cost minus impairment, and adjusted for any changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The Company reassesses each reporting period that its non-marketable equity investments without readily determinable fair value continue to qualify for this treatment. |
Investments with maturities at the time of purchase of three months or less are classified as cash equivalents. Investments with maturities of one year or less (but which are not cash equivalents), public equity investments and any investments that the Company intends to hold for less than one year are classified as short-term investments. Investments with maturities in excess of one year, non-marketable equity investments without readily determinable fair value and investments that the Company does not intend to sell are classified as long-term investments. |
| | | | 69 |
| 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 |
Allowance for Credit Losses on Available-for-sale Debt Securities |
On March 1, 2020, the Company adopted “Accounting Standards Codification 326, Financial Instruments - Credit Losses” (“ASC 326”) on a modified retrospective basis. At each reporting period, the Company evaluates its available-for-sale debt securities at the individual security level to determine whether there is a decline in the fair value below its amortized cost basis (an impairment). In circumstances where the Company intends to sell, or is more likely than not required to sell, the security before it recovers its amortized cost basis, the difference between fair value and amortized cost is recognized as a loss in the consolidated statement of operations, with a corresponding write-down of the security’s amortized cost. In circumstances where neither condition exists, the Company then evaluates whether a decline is due to credit-related factors. The factors considered in determining whether a credit loss exists can include the extent to which fair value is less than the amortized cost basis, changes in the credit quality of the underlying issuer, credit ratings actions, as well as other factors. To determine the portion of a decline in fair value that is credit-related, the Company compares the present value of the expected cash flows of the security discounted at the security’s effective interest rate to the amortized cost basis of the security. A credit-related impairment is limited to the difference between fair value and amortized cost, and recognized as an allowance for credit loss on the consolidated balance sheet with a corresponding adjustment to net income. Any remaining decline in fair value that is non-credit related is recognized in other comprehensive income (loss), net of tax. Improvements in expected cash flows due to improvements in credit are recognized through reversal of the credit loss and corresponding reduction in the allowance for credit loss. |
Derivative financial instruments |
The Company uses derivative financial instruments, including forward contracts and options, to hedge certain foreign currency exposures. The Company does not use derivative financial instruments for speculative purposes. |
The Company records all derivative instruments at fair value on the consolidated balance sheets. The fair value of these instruments is calculated based on notional and exercise values, transaction rates, market quoted currency spot rates, forward points, volatilities and interest rate yield curves. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative instrument and the resulting designation. |
For derivative instruments designated as cash flow hedges, the derivative’s gain or loss is initially reported as a component of AOCL, net of tax, and subsequently reclassified into income in the same period or periods in which the hedged item affects income. In order for the Company to receive hedge accounting treatment, the cash flow hedge must be highly effective in offsetting changes in the fair value of the hedged item and the relationship between the hedging instrument and the associated hedged item must be formally documented at the inception of the hedge relationship. Hedge effectiveness is formally assessed, both at hedge inception and on an ongoing basis, to determine whether the derivatives used in hedging transactions are highly effective in offsetting changes in the value of the hedged items and whether they are expected to continue to be highly effective in future periods. |
The Company formally documents relationships between hedging instruments and associated hedged items. This documentation includes: identification of the specific foreign currency asset, liability or forecasted transaction being hedged; the nature of the risk being hedged; the hedge objective; and the method of assessing hedge effectiveness. If an anticipated transaction is deemed no longer likely to occur, the corresponding derivative instrument is de-designated as a hedge and any associated unrealized gains and losses in AOCL are recognized in income at that time. Any future changes in the fair value of the instrument are recognized in current income. |
For any derivative instruments that do not meet the requirements for hedge accounting, or for any derivative instruments for which hedge accounting is not elected, the changes in fair value of the instruments are recognized in income in the current period and will generally offset the impact to income as a result of changes in the U.S. dollar value of the associated asset, liability or forecasted transaction. |
| | | | 70 |
| | 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 |
Property, plant and equipment, net |
Property, plant and equipment are stated at cost, less accumulated amortization and impairment. Amortization is provided using the following rates and methods: |
Leasehold improvements and other | | Straight-line over terms between 5 and 15 years |
BlackBerry operations and other information technology | | Straight-line over terms between 3 and 5 years |
Manufacturing, repair and research and development |
| | Straight-line over terms between 1 and 5 years |
equipment |
Furniture and fixtures | | Declining balance at 30% per annum |
For amortization on ROU assets, see the Company’s accounting policy on leases below and Note 11 for the remaining lease terms of leases. |
Leases |
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of the Company’s leases do not provide an implicit discount rate, the Company primarily uses its incremental borrowing rate, based on the information available at the commencement date of the lease, in determining the present value of future payments. The Company’s incremental borrowing rate requires significant judgment and is determined based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. The operating lease ROU asset includes any lease payments made, lease incentives and initial direct costs incurred. The lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. In some cases, the Company has index-based variable lease payments for which an estimated rate is applied to the initial lease payment to determine future lease payment amounts. |
The Company has building, car and data center lease agreements with lease and non-lease components that are accounted for separately. For lease terms of 12 months or less on the commencement date, the Company does not apply the Accounting Standards Codification 842 recognition requirements and recognizes the lease payments as lease cost on a straight-line basis over the lease term. |
See Note 11 for additional information related to the Company’s leases. |
Goodwill |
Goodwill represents the excess of the acquisition price in a business combination over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of the business combination. Goodwill is not amortized but is tested for impairment annually on December 31 or more frequently if events or changes in circumstances indicate the asset may be impaired. These events and circumstances may include a significant change in legal factors or in the business climate, a significant decline in the Company’s share price, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant disposal activity and the testing of recoverability for a significant asset group. |
In the annual impairment test, the carrying value of the reporting unit, including goodwill, was compared with its fair value. The estimated fair value was determined utilizing multiple approaches based on the nature of the reporting units being valued. In its analysis, the Company utilized multiple valuation techniques, including the income approach using a discounted future cash flow model, market-based approaches, and the asset value approach. The analysis requires significant judgment, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rates of revenue growth for the Company’s reporting units, estimation of the useful life over which cash flows will occur, terminal growth rates, profitability measures, and determination of the discount rates for the reporting units. The carrying value of the Company’s assets was assigned to reporting units using reasonable methodologies based on the |
| | | | | 71 |
| | 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 |
asset type. When the carrying value of a reporting unit exceeds its fair value, goodwill of the reporting unit is considered to be impaired and written down to its fair value. Different judgments could yield different results. |
Intangible assets |
Intangible assets with definite lives are stated at cost, less accumulated amortization and impairment. Amortization is provided on a straight-line basis over the following terms: |
Acquired technology | | Between 3 and 10 years |
Intellectual property | | Between 1 and 20 years |
Other acquired intangibles | | Between 2 and 10 years |
Acquired technology consists of intangible assets acquired through business acquisitions. Intellectual property consists of patents (including purchased and internally generated patents and maintenance fees). Other acquired intangibles include items such as customer relationships and brand. The useful lives of intangible assets are evaluated at least annually to determine if events or circumstances warrant a revision to their remaining period of amortization. Legal, regulatory and contractual factors, the effects of obsolescence, demand, competition and other economic factors are potential indicators that the useful life of an intangible asset may be revised. |
Impairment of long-lived assets |
The Company reviews long-lived assets (“LLA”) such as property, plant and equipment, intangible assets with finite useful lives and ROU assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable. These events and circumstances may include significant decreases in the market price of an asset or asset group, significant changes in the extent or manner in which an asset or asset group is being used by the Company or in its physical condition, a significant change in legal factors or in the business climate, a history or forecast of future operating or cash flow losses, significant disposal activity, a significant decline in the Company’s share price, a significant decline in revenue or adverse changes in the economic environment. |
The LLA impairment test requires the Company to identify its asset groups and test impairment of each asset group separately. Determining the Company’s asset groups and related primary assets requires significant judgment by management. Different judgments could yield different results. The Company’s determination of its asset groups, its primary asset and its remaining useful life, and estimated cash flows are significant factors in assessing the recoverability of the Company’s assets for the purposes of LLA impairment testing. The Company’s share price can be affected by, among other things, changes in industry or market conditions, including the effect of competition, changes in the Company’s results of operations, changes in the Company’s forecasts or market expectations relating to future results, and the Company’s strategic initiatives and the market’s assessment of any such factors. |
When indicators of impairment exist, LLA impairment is tested using a two-step process. The Company performs a cash flow recoverability test as the first step, which involves comparing the asset group’s estimated undiscounted future cash flows to the carrying value of its net assets. If the net cash flows of the asset group exceed the carrying value of its net assets, LLA are not considered to be impaired. If the carrying value exceeds the net cash flows, there is an indication of potential impairment and the second step of the LLA impairment test is performed to measure the impairment amount. The second step involves determining the fair value of the asset group. Fair values are determined using valuation techniques that are in accordance with U.S. GAAP, including the market approach, income approach and cost approach. If the carrying value of the asset group’s net assets exceeds its fair value, then the excess represents the maximum amount of potential impairment that will be allocated to LLA in the asset group, with the limitation that the carrying value of each separable asset cannot be reduced to a value lower than its individual fair value. The total impairment amount allocated is recognized as a non-cash impairment loss. |
The Company reviews any changes in events and circumstances that have occurred on a quarterly basis to determine if indicators of LLA impairment exist. |
| | | | | 72 |
| 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 |
Royalties |
The Company recognizes its liability for royalties in accordance with the terms of existing license agreements. Where license agreements are not yet finalized, the Company recognizes its current estimates of the obligation in accrued liabilities in the consolidated financial statements. When the license agreements are subsequently finalized, the estimate is revised accordingly. Management’s estimates of royalty rates are based on the Company’s historical licensing activities, royalty payment experience, and forward-looking expectations. |
Convertible debentures |
The Company elected to measure its Debentures at fair value in accordance with the fair value option. 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 AOCL. |
1.75% Debentures |
The fair value of the 1.75% Debentures (as defined in Note 6) has been determined using the significant inputs of principal value, interest rate spreads and curves, any observable trades of the Debentures that occurred during the period, the market price and volatility of the Company’s listed common shares, and the significant Level 3 inputs related to credit spread and the implied discount of the 1.75% Debentures at issuance. |
3.75% Debentures |
The fair value of the 3.75% Debentures (as defined in Note 6) was determined using the significant inputs of principal value, interest rate spreads and curves, embedded call option prices, observable trades of the Debentures, the market price and volatility of the Company’s listed common shares and the Company’s implicit credit spread. |
Revenue recognition |
The Company recognizes revenue when control of the promised products or services are transferred to customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those products and services. Revenue is recognized through the application of the following steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when (or as) the Company satisfies a performance obligation. |
A contract exists with a customer when both parties have approved the contract, commitments to performance and rights of each party (including payment terms) are identified, the contract has commercial substance and collection of substantially all consideration is probable for goods and services that are transferred. |
Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other available resources, and are distinct in the context of the contract, whereby the transfer of the good or service is separately identifiable from other promises in the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. |
The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring promised goods and services to the customer, excluding amounts collected on behalf of third parties such as sales taxes. Determining the transaction price requires significant judgment. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. |
Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative SSP. The Company’s method for allocation of consideration to be received and its method of estimation of SSP are described below under “Significant judgments”. |
For each of the Company’s major categories of revenue, the following paragraphs describe the applicable specific revenue recognition policy, and when the Company satisfies its performance obligations. |
| | | | 73 |
| | | 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 |
Nature of products and services |
The Company is organized and managed as three operating segments. The Company has multiple products and services from which it derives revenue, which are structured in three groups: Cybersecurity, IoT and Licensing and Other. |
Cybersecurity |
Cybersecurity includes revenue from the Company’s BlackBerry Spark® software platform which includes unified endpoint security (“UES”) and unified endpoint management (“UEM”) solutions, BlackBerry® AtHoc®, BlackBerry® Alert, BlackBerry® SecuSUITE® and BlackBerry Messenger (BBM®) Enterprise. Cybersecurity revenue is generated predominantly through software licenses, commonly bundled with support, maintenance and professional services. |
BlackBerry Spark |
The BlackBerry Spark platform is a comprehensive offering of security software products and services, including the BlackBerry® Cyber Suite and the BlackBerry Spark® Unified Endpoint Management Suite, which are also marketed together as the BlackBerry Spark® Suite, offering the Company’s broadest range of tailored cybersecurity and endpoint management options. |
The BlackBerry Spark UES Suite includes revenue from the Company’s Cylance® artificial intelligence and machine learning-based |
| platform | consisting | of | CylancePROTECT®, | CylanceOPTICS®, | CylancePERSONA™, |
CylanceGATEWAY™, CylanceGUARD® managed services, CylancePROTECT Mobile™ and other cybersecurity applications. The Company generates software license revenue from term subscription products, which includes technical support, and any updates and upgrades. The BlackBerry Spark UES Suite natively integrates with BlackBerry® UEM and also works with UEM solutions from other vendors. |
The Company recognizes the license revenue over the term of the contract beginning on the commencement date of each contract, the date that services are made available to customers. The Company’s software license and updates, to the extent made available, are not distinct in the context of the contract as they are critical to the ongoing usability of the solution and so fulfill a single promise to the customer in the contract. The typical subscription term is one to three years. The technical support is recognized over the support period, which will normally be the same term as the software license. |
Revenue for hourly rate professional services arrangements is recognized as services are performed and revenue for fixed fee professional services is recognized on a proportional performance basis as the services are performed. |
The BlackBerry Spark® UEM Suite includes the Company’s BlackBerry® UEM, BlackBerry® Dynamics™ and BlackBerry® Workspaces solutions. The Company generates software license revenue from both term subscription and perpetual license contracts, both of which are commonly bundled with support, maintenance and professional services. |
If the licensed software in a contract requires access to the Company’s proprietary secure network infrastructure in order to function, revenue from term subscription contracts is recognized over time, ratably over the term, and revenue from perpetual license contracts is recognized over time, ratably over the expected customer life, which in most cases the Company has estimated to be four years. If access to the Company’s proprietary network infrastructure is not required for the software to function, revenue associated with both term subscription and perpetual licenses contracts is recognized at a point in time upon delivery of the software. Generally, most of the Company’s enterprise software products sold require access to the Company’s proprietary secure network infrastructure in order to function, and therefore the associated revenue is recognized over time, ratably over either the subscription term or expected customer life as described above. |
BlackBerry SecuSUITE |
SecuSUITE revenue is generated from software license products associated with secure messaging and the associated hardware. Similar to the BlackBerry Spark products, if the licensed software requires access to the Company’s proprietary secure network infrastructure, revenue from the contract is recognized over time, ratably over the expected term or over the customer life, if licensed on a perpetual basis. If access to the Company’s proprietary network infrastructure is not required, revenue associated with the license is recognized at a point in time upon delivery of the software. Revenue from the hardware is recognized once title and the significant risks and rewards of ownership of the products are transferred to the customer, which occurs after the product has shipped. |
BlackBerry AtHoc and BlackBerry Alert |
BlackBerry AtHoc and BlackBerry Alert generate revenue from networked critical event management solutions through term subscriptions which include technical support and associated professional services. The Company recognizes the |
| | | | | | | | 74 |
| 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 |
license revenue over the term of the contract beginning on the commencement date of each contract, the date that services are made available to customers. |
IoT |
IoT consists of BlackBerry Technology Solutions and BlackBerry IVY™. BlackBerry Technology Solutions includes revenue from BlackBerry® QNX®, BlackBerry Certicom®, BlackBerry Radar® and other IoT applications. IoT revenue is generated predominantly through software licenses, commonly bundled with support, maintenance and professional services. |
BlackBerry® QNX® software license revenue from both term subscription and perpetual contracts is recognized at a point in time when the software is made available to the customer for use, as the software has standalone functionality and the license is distinct in the context of the contract. The licenses for certain software embedded into hardware such as automotive infotainment systems and advanced driver-assistance systems are sold as a sales-based royalty where intellectual property is the predominant item to which the royalty relates, and are recognized based on actual volumes and underlying sales by the customer of the hardware with the embedded software except in cases where the customer makes a non-refundable prepayment related to its future royalties, in which case consideration is fixed and recognized immediately. |
Revenue from technical support is recognized over the support period. Revenue from professional services is recognized as the customer simultaneously receives and consumes the benefits provided by the Company’s performance as the services are provided. This can be on a proportional performance basis, or over the term of the contract. Revenue from software maintenance services is recognized over the length of the maintenance period, with an average term of one year. |
Licensing and Other |
Licensing and Other includes revenue from the Company’s intellectual property licensing arrangements and settlement awards. Other revenue consists of revenue associated with the Company’s legacy service access fees (“SAF”) business. |
The Company’s outbound patent licensing agreements provide for license fees that may be a single upfront payment or multiple payments representing all or a majority of the licensing revenue that will be payable to the Company. These agreements may be perpetual or term in nature and grant (i) a limited non-exclusive, non-transferable license to certain of the Company’s patents, (ii) a covenant not to enforce patent rights against the licensee, and (iii) the release of the licensee from certain claims. |
The Company examines intellectual property agreements on a case-by-case basis to determine whether the intellectual property contains distinct performance obligations with standalone functionality and whether the Company is the principal or agent in the transaction. Significant judgment is applied in assessing contractual terms which could impact the timing and amount of revenue recognition. Revenue from patent licensing agreements is often recognized for the transaction price either when the license has been transferred to the customer or based upon subsequent sales by the customer in the case of sales-based royalty licenses where the license of intellectual property is the predominant item to which the royalty relates. The transaction price may include non-monetary consideration in the form of patents transferred to the Company, which is recorded at fair value as determined by a combination of market and income-based valuation approaches. As part of these agreements the Company may also recognize revenue relating to the sale and assignment of patents. |
The Company recognizes revenue related to consideration that may result from a negotiated agreement with a licensee that utilized the Company’s IP prior to signing a patent license agreement with the Company or from the resolution of a disagreement or arbitration with a licensee over the specific terms of an existing license agreement. The Company may also recognize revenue related to consideration for past patent royalties in connection with the settlement of patent litigation where there was no prior patent license agreement. |
Other includes revenue associated with the Company’s legacy SAF business, relating to subscribers utilizing the Company’s legacy BlackBerry 7 and prior operating systems, for which the Company ended support and maintenance as of January 4, 2022. SAF revenue was recognized over time as the monthly service was provided. In instances where the Company invoiced the SAF customer prior to performing the service, the pre-billing was recorded as deferred revenue. |
See Note 12 for further information, including revenue by major product and service types. |
| | | | 75 |
| 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 |
Significant judgments in revenue recognition |
The Company’s contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. |
Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue recognized under the contract will not occur. Any estimates, including any constraints on variable consideration, are evaluated at each reporting period. |
Judgment is required to determine the SSP for each distinct performance obligation. The Company’s products and services often have observable SSP when the Company sells a promised product or service separately to similar customers. A contractually stated price or list price for a good or service may be the SSP of that good or service. However, in instances where SSP is not directly observable, the Company determines the SSP by maximizing observable inputs and using an adjusted market assessment approach using information that may include market conditions and other observable inputs from the Company’s pricing team, including historical SSP. |
Judgment is required to determine in certain agreements if the Company is the principal or agent in the arrangement. The Company considers factors such as, but not limited to, which party can direct the usage of the product or service, which party obtains substantially all the remaining benefits and which party has the ability to establish the selling price. |
Significant judgment is required to determine the estimated customer life used in perpetual license contracts that require access to the Company’s proprietary secure network infrastructure to function. The Company uses historical experience regarding the length of the technology upgrade cycle and the expected life of the product to draw this conclusion. |
Revenue contract balances |
Timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets are generated when contractual billing schedules differ from revenue recognition timing. An unbilled receivable is recorded in instances when revenue is recognized prior to invoicing, and amounts collected in advance of services being provided are recorded as deferred revenue. Contract assets and liabilities are presented net as either a single contract asset or contract liability. |
Certain sales commissions are considered incremental and recoverable costs of obtaining a contract with a customer. The Company’s capitalized commissions are recorded as other current assets and other long-term assets and are recognized immediately or amortized proportionally, based on the satisfaction of the related performance obligations, and are included in selling, marketing and administration expenses. The Company has applied the practical expedient to expense sales commission as incurred if the amortization period would have been for one year or less. The practical expedient was applied to sales commissions allocated to professional services, as these contracts are generally for one year or less. See Note 12 for further information on the Company’s contract balances. |
Payment terms and conditions vary by contract type although standard billing terms are that payment is due upon receipt of invoice, payable within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that contracts generally do not include a significant financing component if the period between when the payment is received and when the Company transfers the promised goods or services to the customer will be one year or less. |
Income taxes |
The Company uses the liability method of income tax allocation to account for income taxes. Deferred income tax assets and liabilities are recognized based upon temporary differences between the financial reporting and income tax bases of assets and liabilities and measured using enacted income tax rates and tax laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Company considers both positive evidence and negative evidence, to determine whether, based upon the weight of that evidence, a valuation allowance is required. Judgment is required in considering the relative impact of negative and positive evidence. |
Significant judgment is also required in evaluating the Company’s uncertain income tax positions and provisions for income taxes. Liabilities for uncertain income tax positions are recognized based on a two-step approach. The first step is to evaluate whether an income tax position has met the recognition threshold by determining if the weight of available evidence indicates that it is more likely than not to be sustained upon examination. The second step is to measure the income tax position that has met the recognition threshold as the largest amount that is more than 50% likely of being realized upon settlement. The Company continually assesses the likelihood and amount of potential adjustments and |
| | | | 76 |
| 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 |
adjusts the income tax provisions, income taxes payable and deferred income taxes in the period in which the facts that give rise to a revision become known. The Company recognizes interest and penalties related to uncertain income tax positions as interest expense, which is then netted and reported within investment income. |
The Company uses the flow-through method to account for investment tax credits (“ITCs”) earned on eligible scientific research and experimental development expenditures. Under this method, the ITCs are recognized as a reduction to income tax expense. |
Research and development |
Research costs are expensed as incurred. Development costs for licensed software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. The Company’s products are generally released soon after technological feasibility has been established and therefore costs incurred subsequent to achievement of technological feasibility are not significant and have been expensed as incurred. The Company does not currently have any capitalized research and development costs other than those identified through business combinations as in-process research and development included within intangible assets, net, which were recorded at their fair values and began amortizing when the related technology became available for general release to customers. |
Comprehensive income (loss) |
Comprehensive income (loss) is defined as the change in net assets of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all changes in equity during a period, except those resulting from investments by owners and distributions to owners. The Company’s reportable items of comprehensive income (loss) are the cumulative translation adjustment resulting from its non-U.S. dollar functional currency subsidiary as described under the foreign currency translation policy above, cash flow hedges as described above in derivative financial instruments, changes in the fair value of available-for-sale investments as described in Note 3, changes in fair value from instrument-specific credit risk on the Debentures as described in Note 6 and Note 9, and actuarial gains or losses associated with certain other post-employment benefit obligations. Realized gains or losses on available-for-sale investments are reclassified into investment income using the specific identification basis. |
Earnings (loss) per share |
Earnings (loss) per share is calculated based on the weighted average number of common shares outstanding during the fiscal year. The treasury stock method is used for the calculation of the dilutive effect of stock options. The if-converted method is used for the calculation of the dilutive effect of the Debentures. |
Stock-based compensation plans |
The Company has stock-based compensation plans. Awards granted under the plans are detailed in Note 7(b). |
The Equity Incentive Plan (the “Equity Plan”) was adopted during fiscal 2014. The Equity Plan provides for grants of incentive stock options and restricted share units (“RSUs”) to officers and employees of the Company or its subsidiaries. RSUs may be either time-based (“TBRSUs”) or time- and performance-based (“PBRSUs”). The number of common shares authorized for awards under the Equity Plan is 45,875,000 common shares. Any shares that are subject to options granted under the Equity Plan are counted against this limit as 0.625 shares for every one option granted, any shares that are subject to TBRSUs granted under the Equity Plan are counted against this limit as one share for every TBRSU, and any shares that are subject to PBRSUs granted under the Equity Plan are counted against this limit at the maximum performance attainment (which is generally 1.5 shares for every PBRSU). Awards previously granted under the Equity Plan that expire or are forfeited, or settled in cash, are added to the shares available under the Equity Plan. Options forfeited will be counted as 0.625 shares to the shares available under the Equity Plan. Shares issued as awards other than options that expire or are forfeited (i.e., RSUs), settled in cash or sold to cover withholding tax requirements are counted as one share added to the shares available under the Equity Plan. There are approximately 11 million shares in the equity pool available for future grants under the Equity Plan as at February 28, 2023. |
In connection with the Cylance Inc. (“Cylance”) acquisition in fiscal 2019, the Company adopted the BlackBerry-Cylance Stock Plan (the “Cylance Stock Plan”). The Cylance Stock Plan provided for the grant of replacement awards in connection with unvested Cylance employee equity awards, all of which were canceled upon the closing of the transaction. The number of common shares authorized for awards under the Cylance Stock Plan were 9,144,176 common shares, which is equal to the amount of replacement awards granted. As at February 28, 2019, there were no shares remaining in the Cylance Stock Plan for future grants. In addition, no shares may be reissued under the Cylance Stock Plan in respect of shares that expire, are forfeited, or are settled in cash. |
| | | | 77 |
| | 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 |
The Company measures stock-based compensation expense for options at the grant date based on the award’s fair value as calculated by the Black-Scholes-Merton (“BSM”) option pricing model for stock options, and the expense is recognized ratably over the vesting period. Options granted under the Cylance Stock Plan generally vest over a four-year period with 25% vesting on the first anniversary date, and the remainder vesting in equal monthly installments. The BSM model requires various judgmental assumptions including volatility and expected option life. In addition, judgment is also applied in estimating the number of stock-based awards that are expected to be forfeited, and if actual results differ significantly from these estimates, stock-based compensation expense and the Company’s results of operations would be impacted. |
Any consideration paid by employees on exercise of stock options, plus any recorded stock-based compensation within additional paid-in capital related to that stock option, is credited to capital stock. |
RSUs are redeemed for common shares issued by the Company or the cash equivalent on the vesting dates established by the Board or the Compensation, Nomination and Governance Committee of the Board. The RSUs granted under the Equity Plan generally vest over a three-year period, either in equal annual installments or on the third anniversary date. For PBRSUs, the Company estimates its achievement against the performance goals, which are based on the Company’s business plan approved by the Board. The estimated achievement is updated for the Company’s outlook for the fiscal year as at the end of each fiscal quarter. Compensation cost will only be recognized to the extent that performance goals are achieved. The Company classifies RSUs as equity instruments as the Company has the ability and intent to settle the awards in common shares. The compensation expense for standard RSUs is calculated based on the fair value of each RSU as determined by the closing value of the Company’s common shares on the business day of the grant date. The Company recognizes compensation expense over the vesting period of the RSU. The Company expects to settle RSUs, upon vesting, through the issuance of new common shares from treasury. |
The Company has a Deferred Share Unit Plan (the “DSU Plan”), originally approved by the Board on December 20, 2007, under which each independent director is credited with Deferred Share Units (“DSUs”) in satisfaction of all or a portion of the cash fees otherwise payable to them for serving as a director of the Company. Each independent director’s annual retainer will be entirely satisfied in the form of DSUs. Within a specified period after a director ceases to be a member of the Board, DSUs will be redeemed for cash with the redemption value of each DSU equal to the weighted average trading price of the Company’s shares over the five trading days preceding the redemption date. Alternatively, the Company may elect to redeem DSUs by way of shares purchased on the open market or issued by the Company. |
DSUs are accounted for as liability-classified awards and are awarded on a quarterly basis. These awards are measured at their fair value on the date of issuance and remeasured at each reporting period until settlement. |
Advertising costs |
The Company expenses all advertising costs as incurred. These costs are included in selling, marketing and administration expenses. |
Government subsidies |
The Company recognizes government subsidies as a reduction to operating expenses in the consolidated statement of operations when there is reasonable assurance the Company will receive the amount and has complied with the conditions, if any, attached to the government subsidies. |
| 2. | ADOPTION OF ACCOUNTING POLICIES |
Accounting Standards Adopted During Fiscal 2023 |
ASU 2020-06, Debt with Conversion and Other Options |
In August 2020, the Financial Standards Accounting Board (“FASB”) issued a new accounting standard on the topic of debt with conversion and other options, accounting standards update (“ASU”) 2020-06. The amendment in this update simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions and requires the application of the if-converted method for calculating diluted earnings per share. The update also requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. The guidance is effective for interim and annual periods beginning after December 15, 2021. The Company adopted this guidance in the |
| | | | | 78 |
| | | 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 |
first quarter of fiscal 2023 and it did not have a material impact on its results of operations, financial position and disclosures as the fair value option accounting model used by the Company is not impacted by this ASU and the Company already utilizes the if-converted method in its calculation of diluted earnings per share relating to the 1.75% Debentures. |
ASU 2021-08, Business Combinations |
In October 2021, the FASB issued a new accounting standard on the topic of business combinations, accounting for contract assets and contract liabilities from contracts with customers, ASU 2021-08. The amendment in this update improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency. This update requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. The guidance is effective for interim and annual periods beginning after December 15, 2022 and requires entities to prospectively apply business combinations occurring on or after the effective date of the amendments. The Company early adopted this guidance in the first quarter of fiscal 2023, and will apply it prospectively to any business acquisitions subsequent to the date of adoption. |
ASU 2021-10, Government Assistance |
In November 2021, the FASB issued a new accounting standard on the topic of government assistance, ASU 2021-10. The standard requires additional disclosures for transactions with a government accounted for by applying a grant or contribution accounting model by analogy, including: (i) information about the nature of the transactions and related accounting policy used to account for the transactions; (ii) the line items on the balance sheet and income statement affected by these transactions including amounts applicable to each line; and (iii) significant terms and conditions of the transactions, including commitments and contingencies. The update also requires entities that omit any of the information because it is legally prohibited from being disclosed to include a statement to that effect. The guidance is effective for annual periods beginning after December 15, 2021. The Company adopted this guidance in the first quarter of fiscal 2023 and it did not have a material impact on its annual 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. |
| | | | | 79 |
| 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 |
The Company’s investments largely consist of debt securities issued by major corporate and banking organizations, the provincial and federal governments of Canada, international government banking organizations and the United States Department of the Treasury and are all investment grade. The Company also holds certain public equity securities obtained through an initial public offering by the issuer of a previously held non-marketable equity investment. |
The Company recognizes transfers in and out of levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurred. There were no significant transfers in or out of Level 3 assets during the years ended February 28, 2023, February 28, 2022 or February 28, 2021. |
For a description of how the fair values of the Debentures were determined, see the “Convertible debentures” accounting policies in Note 1. The 3.75% Debentures were classified as Level 2 and the 1.75% Debentures are classified as Level 3. For a description of how the fair value of the CEO Contingent Cash Award (as defined in Note 7) was determined, see the “2019 Executive Chair Incentive Grant” section of Note 7(b). |
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. |
Goodwill Impairment |
During the fourth quarter of fiscal 2023, as part of its process for setting the annual operating plan for fiscal 2024, the Company updated its estimates of long-term future cash flows to reflect lower revenue and EBITDA growth rate expectations and a reduction in revenue multiples used in the valuation of the BlackBerry Spark reporting unit. These changes in estimates, combined with the global economic weakness and inflation resulting directly or indirectly from the COVID-19 pandemic and the Russian invasion of Ukraine, higher interest rates implemented in response to inflation, and a broad-based stock market decline impacting the Company’s market capitalization, resulted in the recognition of a goodwill impairment charge of $245 million in the BlackBerry Spark reporting unit, which is included within the Company’s Cybersecurity segment as disclosed in Note 12. Based on the results of the annual goodwill impairment test for the BlackBerry Spark reporting unit, based on the income approach using a discounted future cash flow model and market-based approaches, it was concluded that the carrying value exceeded its fair value, necessitating an impairment charge for the amount of excess and reducing the carrying value of goodwill. The estimated fair values of the Company’s other reporting units substantially exceeded their carrying values as at the annual goodwill impairment test date. |
Assumptions and estimates about future cash flows and discount rates are complex and often subjective and require significant judgement. The analysis is dependent on internal forecasts, estimation of the long-term rates of revenue growth for the Company’s reporting units, estimation of the useful life over which cash flows will occur, terminal growth rates, profitability measures, and determination of the discount rates for the reporting units. |
During the year ended February 28, 2022, there were no goodwill impairment charges. In its annual goodwill impairment test in the fourth quarter of fiscal 2022, the Company’s estimates indicated the fair values of all its reporting units substantially exceeded their carrying values, such carrying values were expected to be recovered, and there was no goodwill impairment. |
| | | | 80 |
| 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 |
During the year ended February 28, 2021, as a result of the deterioration in economic conditions caused by the global COVID-19 pandemic and its impact on the Company’s reporting units, and the decline of the trading value of the Company’s capital stock below the Company’s consolidated carrying value, the Company determined that it was more likely than not that the fair value of at least one of its reporting units was lower than its carrying value after including goodwill. As a result, the Company completed an analysis of the fair value of its reporting units to compare against their respective carrying values as of May 31, 2020. Based on the results of the goodwill impairment test, it was concluded that the carrying value of one reporting unit exceeded its fair value, necessitating an impairment charge for the amount of excess and reducing the carrying value of goodwill. Consequently, the Company recorded a goodwill impairment charge of $594 million in the BlackBerry Spark reporting unit. The estimated fair values of the Company’s other reporting units substantially exceeded their carrying values at May 31, 2020. |
Impairment of Long-Lived Assets (“LLA”) |
During the fourth quarter of fiscal 2023, market conditions and changes in the Company’s estimates as described above under “Goodwill Impairment” provided indicators of potential impairment in the Company’s UES asset group, which is primarily composed of intangible assets recognized in the acquisition of Cylance and is included within the Company’s Cybersecurity segment as disclosed in Note 12. The Company performed the two-step impairment testing process as described in Note 1, utilizing the income approach using a discounted future cash flow model and market-based approaches, and concluded that the carrying values of the Company’s UES asset group exceeded their fair values, necessitating an impairment charge of $231 million. None of the Company’s other asset groups demonstrated indicators of potential impairment. |
Assumptions and estimates about future cash flows and discount rates are complex and often subjective and require significant judgement. The analysis is dependent on internal forecasts, estimation of the long-term growth rates for revenue and cash flows associated with the Company’s asset groups, estimation of the useful life over which those cash flows will occur, terminal growth rates, profitability measures, and determination of the discount rates for the asset groups. |
In addition, the Company exited certain leased facilities during the year ended February 28, 2023 and is in the process of seeking subleases for those properties. The Company recorded a non-cash, pre-tax and after-tax impairment charge of $4 million related to the operating lease right-of-use (“ROU”) assets for those facilities. 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 2 inputs. The fair value of the ROU asset was based on the estimated sublease income for certain facilities taking into consideration the time period it will take to obtain a sublessor, the applicable discount rate and the sublease rate. 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. |
During the year ended February 28, 2022, there were no LLA impairment charges. |
During the year ended February 28, 2021, the Company recorded a non-cash, pre-tax and after-tax impairment charge of $46 million consisting of $37 million related to operating lease ROU assets for certain facilities and $9 million related to property, plant and equipment associated with those facilities. In addition, the Company also recorded a decrease to its lease liabilities of $3 million associated with certain leased facilities with an early termination option, which has been included as a partial offset in impairment of long-lived assets on the Company’s consolidated statements of operations. 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. |
| | | | 81 |
| | | | | | | | | | 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 |
Cash, Cash Equivalents and Investments |
The components of cash, cash equivalents and investments by fair value level as at February 28, 2023 were as follows: |
| | | | | | | | Restricted |
| | | | | Cash and | | | Cash and |
| | Unrealized | Unrealized | | Cash | Short-term | Long-term | Cash |
| Cost Basis (1) | Gains | Losses | Fair Value | Equivalents | Investments | Investments | 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. |
| | | 82 |
| | | | | | | | | | 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 |
The components of cash, cash equivalents and investments by fair value level as at February 28, 2022 were as follows: |
| | | | | | | | Restricted |
| | | | | Cash and | | | Cash and |
| | Unrealized | Unrealized | | Cash | Short-term | Long-term | Cash |
| Cost Basis (1) | Gains | Losses | Fair Value | Equivalents | Investments | Investments | Equivalents |
Bank balances | $ | | | | | | | | 105 $ | — $ | — $ | 105 $ | 104 $ | | | | | | | — $ | — $ | 1 |
Other investments | | 8 | | | | | | | | — | — | | | | 8 | — | — | 8 | — |
| | | | | | | | | 113 | — | — | 113 | 104 | | | | | | | — | 8 | 1 |
Level 1:Equity securities |
| | | | | | | | | 10 | — | (9) | | | | 1 | — | 1 | | | | | | — | — |
Level 2:Term deposits, certificates |
of deposits, and GIC's | | | | | | | | | 157 | — | — | 157 | | | | | | | | | | | | 65 | 65 | — | 27 |
Bankers' acceptances/ |
bearer deposit notes | | | | | | | | | 58 | — | — | | | | 58 | 58 | — | — | — |
Commercial paper | | | | | | | | | 247 | — | — | 247 | | | | | | | | | | | | 62 | 185 | | | | | | | — | — |
Non-U.S. promissory notes | | | | | | | | | 71 | — | — | | | | 71 | 46 | 25 | — | — |
Non-U.S. government |
sponsored enterprise notes | | | | | | | | | 58 | — | — | | | | 58 | — | 58 | — | — |
Non-U.S. treasury bills/ |
notes | | | | | | | | | 43 | — | — | | | | 43 | 43 | — | — | — |
| | | | | | | | | 634 | — | — | 634 | 274 | 333 | | | | | | | — | 27 |
Level 3:Other investments |
| | | | | | | | | 17 | 5 | | | | | | | | — | | | | 22 | — | — | 22 | — |
| $ | | | | | | | | 774 $ | 5 $ | | | | | | | | (9) $ | 770 $ | 378 $ | 334 $ | | | | | | | 30 $ | 28 |
______________________________ |
(1) Cost basis for other investments includes the effect of returns of capital and impairment. |
As at February 28, 2023, the Company had non-marketable equity investments without readily determinable fair value of $34 million (February 28, 2022 - $30 million). During the year ended February 28, 2023, there was no impairment recognized relating to non-marketable equity investments without readily determinable fair value (February 28, 2022 and February 28, 2021 - nil). As of February 28, 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, 2022 - $3 million). |
During the year ended February 28, 2022, the Company received a distribution from a non-marketable equity investment without readily determinable fair value in the amount of $35 million, which for accounting purposes, consisted of a return of capital of $13 million and a realized gain of $22 million included in investment income (loss), net on the Company’s consolidated statements of operations. |
There were no realized gains or losses on available-for-sale securities for the year ended February 28, 2023 (February 28, 2022 and February 28, 2021 - nil). |
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 three 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. |
| | | 83 |
| | | | | | | | | | 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 |
The following table provides a reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents as at February 28, 2023, February 28, 2022 and February 28, 2021 from the consolidated balance sheets to the consolidated statements of cash flows: |
| As at |
| | February 28, | February 28, | | February 28, |
| | 2023 | 2022 | | 2021 |
Cash and cash equivalents | | $ | | 295 $ | 378 $ | 214 |
Restricted cash and cash equivalents | | | | 27 | 28 | 4 |
Total cash, cash equivalents, restricted cash, and restricted cash |
equivalents presented in the consolidated statements of cash flows | | $ | | 322 $ | 406 $ | 218 |
The contractual maturities of available-for-sale investments as at February 28, 2023 and February 28, 2022 were as follows: |
| | | | As at |
| | | | | | | February 28, 2023 | February 28, 2022 |
| | | | | | | Cost Basis | Fair Value | Cost Basis | | Fair Value |
Due in one year or less | | | | | | | | $ | 364 $ | 364 $ | 634 $ | 634 |
No fixed maturity | | | | | | | | | 10 | — | 10 | 1 |
| | | | | | | | $ | 374 $ | 364 $ | 644 $ | 635 |
As at February 28, 2023 and February 28, 2022, 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 February 28, 2023 was $1 million (February 28, 2022 - $4 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 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. |
| | | | | | | | 84 |
| | | | 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 |
The following table sets forth the activity in the Company’s allowance for credit losses: |
| Carrying Amount |
Beginning balance as of February 28, 2021 | $ | 10 |
Prior period recovery for expected credit losses | | (2) |
Write-offs charged against the allowance | | (4) |
Ending balance of the allowance for credit loss as at February 28, 2022 | | 4 |
Current 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 |
The allowance for credit losses as at February 28, 2023 consists of $1 million (February 28, 2022 - $2 million) relating to CECL estimated based on days past due and region and nil (February 28, 2022 - $2 million) relating to specific customers that were evaluated separately. |
There were two customers that comprised more than 10% of accounts receivable as at February 28, 2023 (February 28, 2022 - no customer comprised more than 10%). |
Other Receivables |
As at 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. |
As at February 28, 2022, other receivables included items such as receivables from the Government of Canada’s Hardest-Hit Business Recovery Program (“HHBRP”) and an intellectual property licensing receivable, 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 |
| | | February 28, 2023 | February 28, 2022 |
Intellectual property | | | $ | 141 $ | 118 |
Other | | | | 41 | 41 |
| | | $ | 182 $ | 159 |
On March 21, 2023, the Company entered into an agreement to sell substantially all of the Company’s non-core patent assets to Malikie Innovations Limited (“Malikie”) for $170 million in cash on closing, an additional $30 million in cash by no later than the third anniversary of closing and potential future royalties in the aggregate amount of up to $900 million. Contemporaneously, the Company also terminated a prior agreement with Catapult IP Innovations, Inc. (“Catapult”) relating to the proposed sale of the patent portfolio subject to the Malikie agreement as well as certain additional non-core patents. See Note 14 on subsequent events. |
For the year ended February 28, 2022, the Company had classified $118 million of intellectual property that were to be sold under the terminated patent sale agreement with Catapult as other current assets on the Company’s consolidated balance sheets. As at February 28, 2023, the Company continued to classify $141 million of intellectual property, which included the initial $118 million referred to above with additions related to patent maintenance, as other current assets on the Company’s consolidated balance sheets. |
Other current assets also included items such as the current portion of deferred commissions and prepaid expenses, among other items, none of which were greater than 5% of the current assets balance in any of the periods presented. |
| | | | | | | 85 |
| | | | | | | | | | 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 |
Property, Plant and Equipment, Net |
Property, plant and equipment comprised the following: |
| As at |
| | February 28, 2023 | February 28, 2022 |
Cost |
| | | BlackBerry operations and other information technology | $ | 84 $ | | | 92 |
| | | Leasehold improvements and other | | 19 | | | 53 |
| | | Furniture and fixtures | | 9 | | | 10 |
| | | Manufacturing, repair and research and development equipment | | 2 | | | 1 |
| | | 114 | | | 156 |
Accumulated amortization | | | 89 | | | 115 |
Net book value | | $ | 25 $ | | | 41 |
For the year ended February 28, 2023, amortization expense related to property, plant and equipment amounted to $12 million (February 28, 2022 - $15 million; February 28, 2021 - $21 million). |
Sale of Property, Plant and Equipment, Net |
During the year ended February 28, 2023, the Company sold its corporate aircraft. As a result, the Company recorded proceeds of approximately $17 million and incurred a gain on disposal of approximately $6 million (cost of $29 million, accumulated amortization of $18 million, and a net book value of approximately $11 million). |
Intangible Assets, Net |
Intangible assets comprised the following: |
| | As at February 28, 2023 |
| | Accumulated | | | | Net Book |
| | | | | Cost | Amortization | | | | Value |
Acquired technology | | | | | | | $ | 900 $ | 824 $ | | | 76 |
Other acquired intangibles | | | | | | | | 386 | 318 | | | 68 |
Intellectual property | | | | | | | | 123 | 64 | | | 59 |
| | | | | | | $ | 1,409 $ | | | | 1,206 $ | 203 |
| | As at February 28, 2022 |
| | Accumulated | | | | Net Book |
| | | | | Cost | Amortization | | | | Value |
Acquired technology | | | | | | | $ | 1,023 $ | 776 $ | | | 247 |
Other acquired intangibles | | | | | | | | 494 | 283 | | | 211 |
Intellectual property | | | | | | | | 117 | 53 | | | 64 |
| | | | | | | $ | 1,634 $ | | | | 1,112 $ | 522 |
For the year ended February 28, 2023, amortization expense related to intangible assets amounted to $93 million (February 28, 2022 - $161 million; February 28, 2021 - $177 million). |
Total additions to intangible assets in fiscal 2023 amounted to $34 million (fiscal 2022 - $31 million) and included additions related to patent maintenance classified as other current assets on the Company’s consolidated balance sheets. During fiscal 2023, additions to intangible assets primarily consisted of payments for intellectual property relating to patent maintenance, registration and license fees. |
The Company recorded an impairment charge of $231 million in fiscal 2023, see Note 3 for further details. |
Based on the carrying value of the identified intangible assets as at February 28, 2023, and assuming no subsequent impairment of the underlying assets, the annual amortization expense for each of the succeeding years is expected to be as follows: fiscal 2024 - $47 million; fiscal 2025 - $41 million; fiscal 2026 - $37 million; fiscal 2027 - $32 million and fiscal 2028 - $19 million. |
| | | | | | | | | | | | 86 |
| | | | | | 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 |
The weighted average remaining useful lives of the intangible assets are as follows: |
| As at |
| | February 28, 2023 | February 28, 2022 |
Acquired technology | | | 4.0 years | 5.1 years |
Other acquired intangibles | | | 4.5 years | 5.7 years |
Intellectual property | | | 6.8 years | 7.5 years |
Goodwill |
Changes to the carrying amount of goodwill during the fiscal years ended February 28, 2023, February 28, 2022 and February 28, 2021 were as follows: |
| Carrying Amount |
Carrying amount as at February 29, 2020 | $ | | | 1,437 |
Goodwill impairment charge (note 3) | | | | (594) |
Effect of foreign exchange on non-U.S. dollar denominated goodwill | | | | | 6 |
Carrying amount as at February 28, 2021 | | | | | 849 |
Effect of foreign exchange on non-U.S. dollar denominated goodwill | | | | | (5) |
Carrying amount as at February 28, 2022 | | | | | 844 |
Effect of foreign exchange on non-U.S. dollar denominated goodwill | | | | | (4) |
Goodwill impairment charge (note 3) | | | | (245) |
Carrying amount as at February 28, 2023 | $ | | | | 595 |
Other Long-term Assets |
As at February 28, 2023 and February 28, 2022, other long-term assets included long-term portion of deferred commission and long-term receivables, among other items, none of which were greater than 5% of total assets in any of the periods presented. |
Accrued Liabilities |
Accrued liabilities comprised the following: |
| As at |
| | February 28, 2023 | February 28, 2022 |
Accrued royalties | | $ | 20 $ | | | | 20 |
Operating lease liabilities, current (note 11) | | | 24 | | | | 28 |
Other | | | 99 | | | 109 |
| | $ | 143 $ | | | 157 |
Other accrued liabilities include variable incentive accrual, accrued director fees, accrued vendor liabilities, accrued carrier liabilities and payroll withholding taxes, among other items, none of which were greater than 5% of the current liabilities balance in any of the periods presented. |
| | | | | | | | | 87 |
| | | | | | | | | 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 |
5. | INCOME TAXES |
| The difference between the amount of the provision for (recovery of) income taxes and the amount computed by multiplying income (loss) before income taxes by the statutory Canadian tax rate is reconciled as follows: |
| | For the Years Ended |
| | | February 28, 2023 | February 28, 2022 | | February 28, 2021 |
| Statutory Canadian tax rate | | | | 26.5 % | 26.5 % | 26.5 % |
| Expected provision for (recovery of) income taxes | | $ | | (191) | $ | | | | 5 | $ | | | (295) |
| Differences in income taxes resulting from: |
| | | | | | | | Valuation allowance | | | 125 | | | | | (9) | | | | 205 |
| | | | | | | | Investment tax credits | | | (10) | | | | | 7 | | | | (41) |
| | | | | | | | Change in unrecognized income tax benefits | | | 1 | | | | | (2) | | | | (48) |
| | | | | | | | Foreign tax rate differences | | | 10 | | | | | 3 | | | | 3 |
| | | | | | | | Non-deductible permanent differences | | | 5 | | | | | 3 | | | | 13 |
| | | | | | | | Goodwill impairment | | | 65 | | | | | — | | | | 158 |
| | | | | | | | Other differences | | | 9 | | | | | — | | | | (4) |
| | | $ | | 14 | $ | | | | 7 | $ | | | (9) |
| | For the Years Ended |
| | | February 28, 2023 | February 28, 2022 | | February 28, 2021 |
| Income (loss) before income taxes: |
| | | | | | | | Canadian | $ | | (128) $ | 133 $ | (383) |
| | | | | | | | Foreign | | | (592) | (114) | (730) |
| | | $ | | (720) $ | 19 $ | (1,113) |
| | | | | | | | | | | 88 |
| | | | | | | 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 |
The provision for (recovery of) income taxes consists of the following: |
| For the Years Ended |
| | February 28, 2023 | February 28, 2022 | | February 28, 2021 |
Current |
| | | | Canadian | $ | 1 $ | | (1) $ | | (2) |
| | | | Foreign | | 13 | | 8 | | (7) |
| | $ | 14 $ | | 7 $ | | (9) |
Deferred income tax assets and liabilities consist of the following temporary differences: |
| | | As at |
| February 28, 2023 | | February 28, 2022 |
Assets |
| | | | Property, plant, equipment and intangibles assets | $ | | | | | 264 $ | 262 |
| | | | Non-deductible reserves | | | | | | 44 | 44 |
| | | | Minimum taxes | | | | | | 207 | 207 |
| | | | Debentures (note 6) | | | 1 | | 37 |
| | | | Research and development | | | | | | 390 | 379 |
| | | | Tax loss carryforwards | | | | | | 495 | 441 |
| | | | Other | | | | | | 122 | 104 |
Deferred income tax assets | | | | | | 1,523 | 1,474 |
Valuation allowance | | | | | | 1,492 | 1,367 |
Deferred income tax assets net of valuation allowance | | | | | | 31 | 107 |
Liabilities |
| | | | Property, plant, equipment and intangibles assets | | | | | | (31) | (107) |
Deferred income tax liabilities | | | | | | (31) | (107) |
Net deferred income tax asset (liability) | $ | | | | | — $ | — |
The Company regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will be realized. |
In evaluating the need for a valuation allowance, the Company noted that there had been three years of cumulative losses, including fiscal 2023. In fiscal 2023, the Company saw an increase in the deferred tax valuation allowance of $125 million (February 28, 2022 - increase of $7 million). As a result, the deferred tax valuation allowance had an ending balance of $1,492 million (February 28, 2022 - $1,367 million). This accounting treatment has no effect on the Company’s ability to utilize deferred tax assets to reduce future cash tax payments. The Company will continue to assess the likelihood that the deferred tax assets will be realizable at each reporting period and the valuation allowance will be adjusted accordingly. |
| | | | | | | | | 89 |
| | | | | | | 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 |
The Company’s total unrecognized income tax benefits as at February 28, 2023 and February 28, 2022 were $21 million and $20 million, respectively. A reconciliation of the beginning and ending amount of unrecognized income tax benefits that, if recognized, would affect the Company’s effective income tax rate is as follows: |
| For the Years Ended |
| | February 28, 2023 | February 28, 2022 | | February 28, 2021 |
Unrecognized income tax benefits, opening balance | | $ | | 20 $ | 24 $ | 72 |
Increase for income tax positions of current year | | | 1 | | | | — | 2 |
Settlement of tax positions | | | | — | (4) | (50) |
Unrecognized income tax benefits, ending balance | | $ | | 21 $ | 20 $ | 24 |
As at February 28, 2023, $21 million of the unrecognized tax benefits have been netted against deferred income taxes and nil has been recorded within income taxes payable on the Company’s consolidated balance sheets. |
A summary of open tax years by major jurisdiction is presented below: |
JurisdictionCanada (1) |
| | | Fiscal 2016 - 2023 |
United States (2) | | | Fiscal 2020 - 2023 |
United Kingdom | | | Fiscal 2022 - 2023 |
______________________________ |
(1) Includes federal as well as provincial jurisdictions, as applicable. |
(2) Pertains to federal tax years. Certain state jurisdictions remain open from fiscal 2019 through fiscal 2023.The Company is subject to ongoing examination by tax authorities in the 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. The Company believes it is reasonably possible that approximately nil of its gross unrecognized income tax benefits will be realized in the next twelve months. While the final resolution of these 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. |
The Company recognizes interest and penalties related to unrecognized income tax benefits as interest expense that is netted and reported within investment income, net. The amount of interest accrued as at February 28, 2023 was approximately $3 million (February 28, 2022 - approximately $3 million). The amount of penalties accrued as at February 28, 2023 was nil (February 28, 2022 - nil). |
| | | | | | | | | | 90 |
| | | | | | | | | | | 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 |
As at February 28, 2023, the Company has the following net operating loss carryforwards and tax credits, which are scheduled to expire in the following years: |
| | | Research and Development |
| | | | | (1) |
| Year of Expiry | Net Operating Losses | | Tax Credits | | Minimum Taxes |
| 2029 | $ | | | | | 10 $ | — $ | | | 1 |
| 2030 | | | | | | — | — | | | 108 |
| 2031 | | 1 | | 12 | | | 72 |
| 2032 | | | | | | 28 | | 1 | 22 |
| 2033 | | | | | | 88 | 133 | | | — |
| 2034 | | | | | | 96 | 124 | | | — |
| 2035 | | | | | | 92 | 52 | | | 4 |
| 2036 | | | | | | 353 | 40 | | | — |
| 2037 | | | | | | 492 | 23 | | | — |
| 2038 | | | | | | 199 | 17 | | | — |
| 2039 | | | | | | 13 | 14 | | | — |
| 2040 | | | | | | — | 13 | | | — |
| 2041 | | | | | | — | | 8 | — |
| 2042 | | | | | | — | 11 | | | — |
| 2043 | | | | | | 189 | 12 | | | — |
| Indefinite | | | | | | 349 | 22 | | | — |
| | $ | | | | | 1,910 $ | 482 $ | | | 207 |
______________________________ |
(1) Includes federal, provincial and state balances. |
| | | | | | | | | | 6. | DEBENTURES |
1.75% Convertible Debentures |
On September 1, 2020, Hamblin Watsa Investment Counsel Ltd., in its capacity as investment manager of Fairfax Financial Holdings Limited (“Fairfax”), and another institutional investor invested in the Company through a $365 million private placement of new debentures (the “1.75% Debentures”), which replaced $605 million of debentures issued in a private placement on September 7, 2016 (the “3.75% Debentures”) as described below (collectively, the “Debentures”). |
Interest on the 1.75% Debentures is payable quarterly in arrears at a rate of 1.75% per annum. The 1.75% Debentures mature on November 13, 2023 and each $1,000 of 1.75% Debentures is convertible at any time into 166.67 common shares of the Company, for a total of 60.8 million common shares at a price of $6.00 per share for all 1.75% Debentures, subject to adjustments. Covenants associated with the 1.75% Debentures include limitations on the Company’s total indebtedness. |
Under specified events of default, the outstanding principal and any accrued interest on the 1.75% Debentures become immediately due and payable upon request of holders holding not less than 25% of the principal amount of the 1.75% Debentures then outstanding. During an event of default, the interest rate rises to 5.75% per annum. |
The 1.75% Debentures are subject to a change of control provision whereby the Company would be required to make an offer to repurchase the 1.75% 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 1.75% 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 (the “Blocker Provision”). |
Due to the conversion option and other embedded derivatives within the 1.75% Debentures, and consistent with the Company’s accounting for the 3.75% Debentures, the Company has elected to record the 1.75% Debentures, including the debt itself and all embedded derivatives, at fair value and present the 1.75% Debentures as a single hybrid financial |
| | 91 |
| | | | | | | 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 |
instrument. No portion of the fair value of the 1.75% 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 AOCL. The fair value of the 1.75% Debentures has been determined using the significant Level 2 inputs interest rate curves, the market price and volatility of the Company’s listed common shares, and the significant Level 3 inputs related to credit spread and the implied discount of the 1.75% Debentures at issuance. |
The Company originally determined its credit spread by calibrating to observable trades of the 3.75% Debentures and trending the calibrated spread to valuation dates utilizing an appropriate credit index. The Company’s credit spread was determined to be 7.90% as of the issuance date of the 1.75% Debentures and 7.12% as of February 28, 2023. An increase in credit spread will result in a decrease in the fair value of 1.75% Debentures and vice versa. The fair value of the 1.75% Debentures on September 1, 2020 was determined to be approximately $456 million and the implied discount approximately $91 million. The Company determined the implied discount on the 1.75% Debentures by calculating the fair value of the 1.75% Debentures on September 1, 2020 utilizing the above credit spread and other inputs described above. |
The following table summarizes the change in fair value of the 1.75% Debentures for the fiscal year ended February 28, 2023, February 28, 2022 and February 28, 2021 which also represents the total changes through earnings of items classified as Level 3 in the fair value hierarchy: |
| As at |
| | February 28, 2023 |
Balance as at February 28, 2021 | | $ | 720 |
Change in fair value of the 1.75% Debentures | | | (213) |
Balance as at February 28, 2022 | | | 507 |
Change in fair value of the 1.75% Debentures | | | (140) |
Balance as at February 28, 2023 | | $ | 367 |
The difference between the fair value of the 1.75% Debentures and the unpaid principal balance of $365 million is $2 million. |
The following table shows the impact of the changes in fair value of the 1.75% Debentures for the years ended February 28, 2023, February 28, 2022 and February 28, 2021: |
| | | | For the Years Ended |
| | | | | February 28, | February 28, | February 28, |
| | | | | 2023 | 2022 | 2021 |
Income (charge) associated with the change in fair value from non-credit |
components recorded in the consolidated statements of operations | | | | | $ | 138 $ | 212 $ | (347) |
Income (charge) associated with the change in fair value from instrument-specific |
credit components recorded in AOCL | | | | | | 2 | 1 | (8) |
Total decrease (increase) in the fair value of the 1.75% Debentures | | | | | $ | 140 $ | 213 $ | (355) |
For the year ended February 28, 2023, the Company recorded interest expense related to the Debentures of $6 million, which has been included in investment income (loss), net on the Company’s consolidated statements of operations (fiscal 2022 - $6 million; fiscal 2021 - $15 million). The Company is required to make quarterly interest-only payments of approximately $2 million during the remaining term the 1.75% Debentures are outstanding. |
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 Debentures, owned $500 million principal amount of the 3.75% Debentures and purchased $330 million principal amount of the 1.75% Debentures. As such, the redemption of Fairfax’s portion of the 3.75% Debentures, the investment by Fairfax in the 1.75% Debentures and the payment of interest on the Debentures to Fairfax represent related party transactions. Fairfax receives interest at the same rate as other holders of the Debentures. |
As at February 28, 2023 the $365 million principal value of the 1.75% Debentures is a current liability that will mature on November 13, 2023. Cash, cash equivalents, and investments were approximately $487 million as at February 28, 2023. |
| | | | | | | | | | 92 |
| | | | 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 |
The Company has the ability to access other potential financing arrangements on commercially reasonable terms; for disclosure of liquidity risk, see Note 13. |
3.75% Convertible Debentures |
On September 7, 2016, Fairfax and other institutional investors invested in the Company through a $605 million private placement of the 3.75% Debentures. The terms of the 3.75% Debentures were substantially similar to those of the 1.75% Debentures, except that the 3.75% Debentures had a higher interest rate, were convertible into common shares at a price of $10.00 per common share, were subject to a lower approval threshold for extraordinary resolutions, did not contain the Blocker Provision and had a maturity date of November 13, 2020. |
On July 22, 2020, the Company announced that, with the required approval of the holders of the 3.75% Debentures, it would redeem the 3.75% Debentures for a redemption amount of approximately $615 million (the “Redemption Amount”), which would settle all outstanding obligations of the Company in respect of the 3.75% Debentures. The redemption was completed on September 1, 2020. As the Redemption Amount represented fair value at August 31, 2020 and the Company elected the fair value option for the 3.75% Debentures, the impact to the consolidated statements of operations of the redemption on the fair value was recorded in the second quarter of fiscal 2021. A portion of the fair value associated with changes in instrument-specific credit components in the amount of $6 million remained in OCI until redemption on September 1, 2020 at which point $6 million was discharged to the consolidated statement of operations and is included in the table below. |
The following table shows the impact of the changes in fair value of the 3.75% Debentures for the year ended February 28, 2021: |
| February 28, |
| 2021 |
Charge associated with the change in fair value from non-credit components recorded in the consolidated statements |
of operations | $ | (19) |
Income associated with the change in fair value from instrument-specific credit components recorded in AOCL | | 15 |
Realized charges associated with the change in fair value from credit components recorded in the consolidated |
statements of operations on redemption | | (6) |
Realized charges associated with the change in fair value from credit components released from AOCL on |
redemption | | 6 |
Total increase in the fair value of the 3.75% Debentures | $ | (4) |
| | | 7. | CAPITAL STOCK |
| | | (a) Capital Stock |
The Company is authorized to issue an unlimited number of voting common shares, an unlimited number of non-voting, redeemable, retractable Class A common shares and an unlimited number of non-voting, cumulative, redeemable, retractable preferred shares. As at February 28, 2023 and February 28, 2022, there were no Class A common shares or preferred shares outstanding. |
| | | | | | | 93 |
| | | | | | 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 |
The following details the changes in issued and outstanding common shares for the years ended February 28, 2023, February 28, 2022 and February 28, 2021: |
| Capital Stock and |
| Additional Paid-in Capital |
| Stock |
| | Outstanding |
| (000s) | | Amount |
Common shares outstanding as at February 29, 2020 | | | 554,199 $ | | 2,760 |
Exercise of stock options | | | 3,072 | | | 12 |
Common shares issued for restricted share unit settlements | | | 5,330 | | | — |
Stock-based compensation | | | — | | | 44 |
Common shares issued related to Exchange Shares | | | 1,380 | | | — |
Common shares issued for employee share purchase plan | | | 1,524 | | | 7 |
Common shares outstanding as at February 28, 2021 | | | 565,505 | | 2,823 |
Exercise of stock options | | | 555 | | | 3 |
Common shares issued for restricted share unit settlements | | | 8,011 | | | — |
Stock-based compensation | | | — | | | 36 |
Common shares issued related to Exchange Shares | | | 1,422 | | | — |
Common shares issued for employee share purchase plan | | | 735 | | | 7 |
Common shares outstanding as at February 28, 2022 | | | 576,228 | | 2,869 |
Exercise of stock options | | | 97 | | | — |
Common shares issued for restricted share unit settlements | | | 4,872 | | | — |
Stock-based compensation | | | — | | | 34 |
Common shares issued for employee share purchase plan | | | 960 | | | 6 |
Common shares outstanding as at February 28, 2023 | | | 582,157 $ | | 2,909 |
Common shares (the “Exchange Shares”) were issued in connection with the Cylance acquisition, which was completed on February 21, 2019. In lieu of cash, a portion of the consideration owed to certain Cylance shareholders was paid in equal installments of Exchange Shares on the first three anniversary dates of the closing. |
The Company had 582 million voting common shares outstanding, 0.5 million options to purchase voting common shares, 20 million RSUs and 2 million DSUs outstanding as at March 28, 2023. In addition, 60.8 million common shares are issuable upon conversion in full of the 1.75% Debentures as described in Note 6. |
| | | | | (b) Stock-based Compensation |
Stock options |
The Company recorded a charge to income and a credit to paid-in capital of approximately nil in fiscal 2023 (fiscal 2022 - $2 million; fiscal 2021 - $6 million) in relation to stock option-based compensation expense. |
Stock options previously granted under the Equity Plan generally vest over a period of three years, and are generally exercisable over a period of five years from the grant date. Replacement stock options granted under the Cylance Stock Plan generally vest between three months and four years and are generally exercisable over a period of five to ten years. The Company issues new shares to satisfy stock option exercises. |
| | | | | | | | | 94 |
| | | | | | | | | 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 |
A summary of option activity for fiscal 2023 is shown below: |
| Options Outstanding |
| Weighted | | Average | Aggregate |
| Average | | Remaining | Intrinsic |
| | Number | Exercise | | Contractual | Value |
| | (000’s) | Price | | Life in Years | (millions) |
Balance as at February 28, 2022 | | | | | 728 $ | 4.70 |
Exercised during the year | | | | | (97) | 3.59 |
Forfeited/canceled/expired during the year | | | | | (142) | 5.71 |
Balance as at February 28, 2023 | | | | | 489 $ | 4.63 | | | | | 4.74 $ | — |
Vested and expected to vest as at February 28, 2023 | | | | | 489 $ | 4.63 | | | | | 4.74 $ | — |
Exercisable as at February 28, 2023 | | | | | 489 $ | 4.63 | | | | | 4.74 $ | — |
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that would have been received by the option holders if all in-the-money options had been exercised on February 28, 2023. The intrinsic value of stock options exercised during fiscal 2023, calculated using the average market price during the year, was approximately $1.78 per share (February 28, 2022 - $5.35; February 28, 2021 - $2.22). |
A summary of unvested stock options since February 28, 2022 is shown below: |
| | | Options Outstanding |
| | | | | | Weighted Average |
| | | | | | | | Number | Grant Date Fair |
| | | | | | | | (000’s) | Value |
Balance as at February 28, 2022 | | | 59 $ | | | | 4.26 |
Vested during the year | | | (49) | | | | 4.29 |
Forfeited during the year | | | (10) | | | | 4.11 |
Balance as at February 28, 2023 | | | — $ | | | | — |
As at February 28, 2023, there was no unrecognized stock-based compensation expense related to unvested stock options. The total fair value of stock options vested during the year ended February 28, 2023 was nominal (February 28, 2022 - $1 million; February 28, 2021 - $6 million). |
Cash received from the stock options exercised for the year ended February 28, 2023 was nominal (February 28, 2022 - $3 million; February 28, 2021 - $12 million). There were no tax deficiencies incurred by the Company related to stock options exercised as at February 28, 2023 (February 28, 2022 - tax deficiency of nil; February 28, 2021 - tax deficiency of nil). |
During the year ended February 28, 2023, there were no stock options granted (February 28, 2022 - nil; February 28, 2021 - nil). |
Restricted share units |
The Company recorded compensation expense with respect to RSUs of approximately $34 million in the year ended February 28, 2023 (February 28, 2022 - $35 million; February 28, 2021 - $38 million). |
| | 95 |
| | | | | | | | 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 |
A summary of RSU activity during fiscal 2023 is shown below: |
| RSUs Outstanding |
| | | Weighted | Average | Aggregate |
| Average | | | Remaining | Intrinsic |
| | Number | Grant Date | Contractual | Value |
| | (000’s) | Fair Value | Life in Years | (millions) |
Balance as at February 28, 2022 | | | 15,618 $ | 8.79 |
Granted during the year | | | 11,883 | 4.29 |
Vested during the year | | | (4,872) | 8.14 |
Forfeited/cancelled during the year | | | (2,989) | 7.64 |
Balance as at February 28, 2023 | | | 19,640 $ | 5.92 | | | | | 1.70 $ | 76 |
Expected to vest February 28, 2023 | | | 14,101 $ | 5.86 | | | | | 1.71 $ | 55 |
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the aggregate closing share price of the Company’s common shares on February 28, 2023 that would have been received by RSU holders if all RSUs had been vested on February 28, 2023). |
Tax deficiencies incurred by the Company related to the RSUs vested were nil for the year ended February 28, 2023 (February 28, 2022 - tax deficiency of nil; February 28, 2021 - tax deficiency of nil). |
As at February 28, 2023, there was $68 million of unrecognized compensation expense related to RSUs that will be expensed over the vesting period, which, on a weighted average basis, results in a period of approximately 1.57 years. |
During the year ended February 28, 2023, there were 11,882,500 RSUs granted (February 28, 2022 - 6,195,827), all of which will be settled upon vesting by the issuance of new common shares. |
During the year ended February 28, 2023, the weighted average fair value for RSUs granted was $4.29 (February 28, 2022 - $9.72; February 28, 2021 - $5.54). During the year ended February 28, 2023, the fair value of RSUs that vested was $40 million (February 28, 2022 - $69 million; February 28, 2021 - $44 million). |
2019 Executive Chair Incentive Grant |
In the first quarter of fiscal 2019, the Board approved an agreement to grant a time-based equity award, a long-term market performance-based equity award and a contingent cash award (together, the “2019 Executive Chair Grant”) to the Company’s Executive Chair and CEO as an incentive to remain as Executive Chair until November 3, 2023. The expense associated with the time-based equity award and market performance-based equity award is included in the compensation expense noted above. |
Contingent cash award |
The contingent cash award consists of a cash amount of $90 million that becomes payable should the 10-day volume weighted average closing price of the Company’s common shares on the New York Stock Exchange reach $30 (“CEO Contingent Cash Award”). As the award is triggered by the Company’s share price, it is considered stock-based compensation and accounted for as a share-based liability award, the fair value of which is determined at each reporting period end utilizing an option pricing model using Level 2 inputs and the associated compensation expense (or reversal) for the reporting period recorded. The contingent cash award will terminate on November 3, 2023. The Company recorded a reversal of compensation expense with respect to the contingent cash award of approximately $2 million for the year ended February 28, 2023 (February 28, 2022 - reversal of expense of $6 million; February 28, 2021 - compensation expense of $8 million). The liability recorded in respect to the award was nominal as at February 28, 2023 and is included within accrued liabilities (February 28, 2022 - $2 million). |
Deferred share units |
The Company issued 302,173 DSUs and redeemed 273,836 DSUs in the year ended February 28, 2023. There were 1.6 million DSUs outstanding as at February 28, 2023 (February 28, 2022 - 1.6 million). The Company had a liability of $6 million in relation to the DSU Plan as at February 28, 2023 (February 28, 2022 - $11 million) included in accrued liabilities. |
| | 96 |
| | | | | | | | | 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 |
8. | EARNINGS (LOSS) PER SHARE |
| The following table sets forth the computation of basic and diluted earnings (loss) per share: |
| | For the Years Ended |
| | | February 28, 2023 | February 28, 2022 | | February 28, 2021 |
| Net income (loss) for basic earnings (loss) per share available to |
| common shareholders | | $ | | (734) $ | 12 $ | (1,104) |
| Less: 1.75% Debentures fair value adjustment (1) (2) | | | | (138) | (212) | — |
| Add: interest expense on 1.75% Debentures (1) (2) | | | 6 | | 6 | | | — |
| Net loss for diluted loss per share available to common shareholders | | $ | | (866) $ | (194) $ | (1,104) |
| Weighted average number of shares outstanding (000’s) - basic (3)(4) | | | | 578,654 | | | 570,607 | 561,305 |
| Effect of dilutive securities (000’s) |
| Conversion of 1.75% Debentures (1) (2) | | | | 60,833 | 60,833 | — |
| Weighted average number of shares and assumed conversions (000’s) |
| diluted | | | | 639,487 | | | 631,440 | 561,305 |
| Earnings (loss) per share - reported |
| Basic | | $ | | (1.27) $ | 0.02 $ | (1.97) |
| Diluted | | $ | | (1.35) $ | (0.31) $ | (1.97) |
| ______________________________ |
| (1) The Company has not presented the dilutive effect of the 1.75% Debentures using the if-converted method in the |
| calculation of diluted loss per share for the year ended February 28, 2021, as to do so would be antidilutive. See Note 6 for details on the 1.75% Debentures. |
| (2) The Company has presented the dilutive effect of the 1.75% Debentures using the if-converted method, assuming |
| conversion at the beginning of the fiscal year for the years ended February 28, 2023 and February 28, 2022. Accordingly, to calculate diluted loss per share, the Company adjusted net income (loss) by eliminating the fair value adjustment made to the 1.75% Debentures and interest expense incurred on the 1.75% Debentures in the years ended February 28, 2023 and February 28, 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 Debentures. |
| (3) The year ended February 28, 2021, included approximately 1,421,945 Exchange Shares that were subsequently issued |
| on the third anniversary date of the Cylance acquisition completed on February 21, 2019 in consideration for the acquisition. |
| (4) 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 years ended February 28, 2023, February 28, 2022 and February 28, 2021 as to do so would be antidilutive. |
| | | | | | | | | | | | 97 |
| | | | | | | | 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 |
9. | ACCUMULATED OTHER COMPREHENSIVE LOSS |
| The changes in AOCL by component net of tax, for the years ended February 28, 2023, February 28, 2022 and February 28, 2021 were as follows: |
| | As At |
| | | February 28, 2023 | February 28, 2022 | | February 28, 2021 |
| Cash Flow HedgesBalance, beginning of period |
| | | $ | | — $ | 1 $ | | (1) |
| Other comprehensive income (loss) before reclassification | | | | (3) | | — | 2 |
| Amounts reclassified from AOCL into net income (loss) | | | | 2 | (1) | | — |
| Accumulated net unrealized gains (losses) on derivative instruments |
| designated as cash flow hedges | | $ | | (1) $ | | — $ | 1 |
| Foreign Currency Cumulative Translation AdjustmentBalance, beginning of period |
| | | $ | | (10) $ | (4) $ | | (9) |
| Other comprehensive income (loss) | | | | (6) | (6) | | 5 |
| Foreign currency cumulative translation adjustment | | $ | | (16) $ | | (10) $ | (4) |
| Change in Fair Value From Instrument-Specific Credit Risk On |
| DebenturesBalance, beginning of period |
| | | $ | | (8) $ | (9) $ | | (22) |
| Other comprehensive income before reclassification | | | | 2 | 1 | | 7 |
| Amounts reclassified from AOCL into net income (loss) | | | | — | | — | 6 |
| Change in fair value from instruments-specific credit risk on |
| Debentures | | $ | | (6) $ | (8) $ | | (9) |
| Other Post-Employment Benefit ObligationsActuarial losses associated with other post-employment benefit |
| obligations | | $ | | (1) $ | (1) $ | | (1) |
| Accumulated Other Comprehensive Loss, End of Period | | $ | | (24) $ | | (19) $ | (13) |
| During the year ended February 28, 2023, $2 million in losses (pre-tax and post-tax) associated with cash flow hedges were reclassified from AOCL into selling, marketing and administration expenses (February 28, 2022 - $1 million in gains). |
10. COMMITMENTS AND CONTINGENCIES |
(a) Letters of Credit |
| The Company has $25 million in collateralized outstanding letters of credit in support of certain leasing arrangements entered into in the ordinary course of business as of February 28, 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 |
| | | | | | | | | | | 98 |
| 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 |
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. |
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 February 28, 2023, there are no other 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 reached an agreement in principle to settle; 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 February 28, 2023, the Company has recognized $17 million (February 28, 2022 - $17 million) in funds from claims filed with the Ministry of Innovation, Science and Economic Development Canada relating to its Strategic Innovation |
| | | | 99 |
| | | | | | | | 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 |
Fund (“SIF”) 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. |
| (c) Litigation Settlement |
On March 14, 2014, the four putative U.S. class actions were consolidated in the U.S. District Court for the Southern District of New York, and on May 27, 2014, a consolidated amended class action complaint was filed. On August 2, 2019, the Magistrate Judge issued a Report and Recommendation that the Court grant the defendants’ motion for judgment on the pleadings dismissing the claims of additional plaintiffs Cho and Ulug. On September 24, 2019, the District Court Judge accepted the Magistrate Judge’s recommendation and dismissed the claims of Cho and Ulug against all defendants. On January 26, 2021, the District Court granted the plaintiffs’ motion for class certification. The class includes “all persons who purchased or otherwise acquired the common stock of BlackBerry Limited on the NASDAQ during the period from March 28, 2013, through and including September 20, 2013”. The class excludes (a) all persons and entities who purchased or otherwise acquired the Company’s common stock between March 28, 2013, and April 10, 2013, and who sold all their Company common stock before April 11, 2013, and (b) the defendants, officers and directors of the Company, members of their immediate families and their legal representatives, heirs, successors, or assigns, and any entity in which any of the Defendants have or had a controlling interest. The Second Circuit Court of Appeals affirmed the District Court judgment dismissing Cho and Ulug’s claims on March 11, 2021, and denied Cho and Ulug’s petition for panel rehearing and rehearing en banc on April 28, 2021. On April 6, 2022, the parties accepted a mediator’s settlement proposal, and reached an agreement in principle to settle the U.S. consolidated actions for $165 million. The Stipulation of Settlement was executed effective June 7, 2022. On June 14, 2022, the Court granted plaintiffs’ motion for preliminary approval of the settlement and scheduled the final approval hearing for September 29, 2022. In the first quarter of fiscal 2023, the Company accrued $165 million associated with this settlement within the line “Litigation settlement” on the consolidated statement of operations. 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 fiscal 2023. |
| 11. LEASES |
The Company has operating and finance leases primarily for corporate offices, research and development facilities, data centers and certain equipment. The Company’s leases have remaining lease terms of between one year and five years, some of which may include options to extend the lease for up to 10 years, and some of which may include options to terminate the lease within one month. |
The components of lease expense were as follows: |
| | For the Years Ended |
| | | February 28, 2023 | February 28, 2022 | | February 28, 2021 |
Operating lease cost, included in selling, marketing and |
administration | | | $ | | 20 $ | 23 $ | 30 |
| | | | | | | | | | | 100 |
| | | | | | | | | 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 |
Supplemental cash flow information related to leases was as follows: |
| For the Years Ended |
| | February 28, 2023 | February 28, 2022 | | February 28, 2021 |
Cash used in operating activities related to operating lease |
payments | | $ | | 32 $ | 37 $ | 37 |
During the year ended February 28, 2023, the Company entered into $15 million (February 28, 2022 - $6 million) in lease obligations and recognized a corresponding ROU asset of $15 million (February 28, 2022 - $6 million). |
During the year ended February 28, 2023, the Company incurred losses of $4 million (February 28, 2022 - nil; February 28, 2021 - $37 million) on LLA impairment of ROU assets, as described in Note 3. The Company also had sublease income during the year ended February 28, 2023 of $3 million (February 28, 2022 - $3 million; February 28, 2021 - $1 million) and incurred short-term lease costs of $2 million (February 28, 2022 - $2 million; February 28, 2021 - $2 million). |
Supplemental consolidated balance sheet information related to leases was as follows: |
| | | As at |
| February 28, 2023 | | February 28, 2022 |
Operating leasesOperating lease assets |
Operating lease ROU assets | $ | | | | 44 $ | 50 |
Operating lease liabilities |
Accrued liabilities | $ | | | | 24 $ | 28 |
Operating lease liabilities | | | | | 52 | 66 |
Total operating lease liabilities | $ | | | | 76 $ | 94 |
| | | As at |
| February 28, 2023 | | February 28, 2022 |
Weighted average remaining lease term |
Operating leases | | | | | | | 3.8 years | 4.3 years |
Weighted average discount rate |
Operating lease | | | | | 3.4 % | 3.4 % |
| | | | | | | | | | | | 101 |
| | | | | | | | 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 |
Maturities of undiscounted lease liabilities were as follows: |
| As at |
| | February 28, 2023 |
| Operating Leases |
Fiscal year 2024 | | $ | 26 |
Fiscal year 2025 | | | 20 |
Fiscal year 2026 | | | 15 |
Fiscal year 2027 | | | 11 |
Fiscal year 2028 | | | 10 |
Total future minimum lease payments | | | 82 |
Less: |
Imputed interest | | | (6) |
Total | | $ | 76 |
| | | | 12. 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. In the first quarter of fiscal 2022, the CODM, who is the Executive Chair and CEO of the Company, began making decisions and assessing the performance of the Company using three operating segments, whereas the CODM previously made decisions and assessed the performance of the Company as a single operating segment. |
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. Fiscal 2021 information has been restated to conform to the current presentation of the Company’s segment information.The Company disaggregates revenue from contracts with customers based on geographical regions, timing of revenue recognition, and the major product and service types as described in Note 1. |
The following table shows information by operating segment for the fiscal year ended February 28, 2023: |
| | | | | Cybersecurity | IoT | Licensing and Other | Segment Totals |
Segment revenue | | | | | $ | | | 418 $ | 206 $ | 32 $ | 656 |
Segment cost of sales | | | | | | | | 185 | 37 | 12 | 234 |
Segment gross margin (1) | | | | | $ | | | 233 $ | 169 $ | 20 $ | 422 |
______________________________ |
(1) A reconciliation of total segment gross margin to consolidated totals is set forth below. |
| | | | | | | | | | | | 102 |
| | 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 |
The following table shows information by operating segment for the fiscal year ended February 28, 2022 and February 28, 2021: |
| For the Year Ended |
| | February 28, 2022 | February 28, 2021 |
| | | | | Licensing | Segment | | | | | | Licensing | Segment |
| | | | Cybersecurity | IoT | | | and Other | Totals | | | | | Cybersecurity | IoT | | | | and Other | Totals |
Segment revenue | | | | $ | | | | | 477 $ | 178 $ | | | | | | | | 63 $ | 718 $ | | | | | | | | | | 491 $ | 130 $ | | | | 272 $ | 893 |
Segment cost of sales | | | | | | | | | 194 | 30 | | | | | | | | 23 | 247 | | | | | | | | | | 192 | 23 | | | | | | | | | 30 | 245 |
Segment gross margin (1) $ | | | | | | | | | 283 $ | 148 $ | | | | | | | | 40 $ | 471 $ | | | | | | | | | | 299 $ | 107 $ | | | | 242 $ | 648 |
______________________________ |
(1) A reconciliation of total segment gross margin to consolidated totals is set forth below. |
Cybersecurity consists of the Company’s BlackBerry Spark software platform, BlackBerry AtHoc, BlackBerry Alert and BlackBerry SecuSUITE. The BlackBerry Spark platform is a comprehensive offering of security software products and services, including the BlackBerry Cyber Suite and the BlackBerry Spark® Unified Endpoint Management Suite, which are also marketed together as the BlackBerry Spark Suite, offering the Company’s broadest range of tailored cybersecurity and endpoint management options. The BlackBerry Spark UES Suite includes revenue from the Company’s Cylance artificial intelligence and machine learning-based platform consisting of CylancePROTECT, CylanceOPTICS, CylancePERSONA, CylanceGATEWAY, CylanceGUARD managed services, CylancePROTECT Mobile and other cybersecurity applications. The BlackBerry Spark 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 SAF business, which ceased operations on January 4, 2022. |
| | | | | 103 |
| | | | | | | | 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 |
The following table reconciles total segment gross margin for the fiscal year ended February 28, 2023, February 28, 2022 and February 28, 2021 to the Company’s consolidated totals: |
| For the Years Ended |
| | February 28, 2023 | February 28, 2022 | | February 28, 2021 |
Total segment gross margin | | | | 422 $ | 471 $ | 648 |
Adjustments (1): |
Less: Stock compensation | | | | 3 | 4 | 5 |
Less: |
Research & development | | | | 207 | 219 | 215 |
Selling, marketing and administration | | | | 340 | 297 | 344 |
Amortization | | | | 96 | 165 | 182 |
Impairment of long-lived assets | | | | 235 | — | 43 |
Impairment of goodwill | | | | 245 | — | 594 |
Gain on sale of property, plant and equipment, net | | | | (6) | — | — |
Debentures fair value adjustment | | | | (138) | (212) | 372 |
Litigation settlement | | | | 165 | — | — |
Investment income (loss), net | | | | (5) | (21) | 6 |
Consolidated income (loss) before income taxes | | $ | | (720) $ | 19 $ | (1,113) |
______________________________ |
(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. |
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: |
| | | | For the Years Ended |
| | | | | | | | February 28, 2023 | February 28, 2022 | February 28, 2021 |
North America (1) | | | | | | | | $ | 350 | 53.4 % $ | 413 | | | | | | | | 57.5 % $ | 633 | | | 70.9 % |
Europe, Middle East and Africa | | | | | | | | | 222 | 33.8 % | 234 | | | | | | | | 32.6 % | 197 | | | 22.1 % |
Other regions | | | | | | | | | 84 | 12.8 % | 71 | | | | | | | | 9.9 % | 63 | | | 7.0 % |
Total | | | | | | | | $ | 656 | 100.0 % $ | 718 | 100.0 % $ | | 893 | | | 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. |
| | 104 |
| | | | | | | | | 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 |
Revenue, classified by timing of recognition, was as follows: |
| For the Year Ended |
| | February 28, 2023 | February 28, 2022 | | February 28, 2021 |
Products and services transferred over time | | $ | | 364 $ | 428 $ | 476 |
Products and services transferred at a point in time | | | | 292 | 290 | 417 |
Total | | $ | | 656 $ | 718 $ | 893 |
Revenue contract balances |
The following table sets forth the activity in the Company’s revenue contract balances for the fiscal year ended February 28, 2023: |
| | | | Accounts | Deferred | | Deferred |
| | | | Receivable | Revenue | Commissions |
Opening balance as at February 28, 2022 | | | | $ | 138 $ | | 244 $ | | | 16 |
Increases due to invoicing of new or existing contracts, associated |
contract acquisition costs, or other | | | | | 692 | | 601 | | | 24 |
Decrease due to payment, fulfillment of performance obligations, or |
other | | | | | (710) | | (630) | | | (23) |
Increase (decrease), net | | | | | (18) | | (29) | | | 1 |
Closing balance as at February 28, 2023 | | | | $ | 120 $ | | 215 $ | | | 17 |
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 February 28, 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. |
| | | | As at February 28, 2023 |
| | | | | | | | Less than 12 |
| | Months | | 12 to 24 Months | Thereafter | Total |
Remaining performance obligations | | | | | | | | $ | 169 $ | 31 $ | | 14 $ | | | 214 |
Revenue recognized for performance obligations satisfied in prior periods |
For the fiscal year ended February 28, 2023, $1 million in revenue was recognized relating to performance obligations satisfied in a prior period (fiscal year ended February 28, 2022 - $1 million; fiscal year ended February 28, 2021 - $2 million). |
| | | | | | | | 105 |
| | 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 |
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 |
| | February 28, 2023 | February 28, 2022 |
| | | | Property, Plant and | Property, Plant and |
| | | | Equipment, Intangible | Equipment, Intangible |
| | | | Assets, Operating | | Assets, Operating |
| | | | Lease ROU Assets and | Lease ROU Assets and |
| | | | Goodwill | Total Assets | Goodwill | Total Assets |
Canada | | | | $ | 98 $ | 375 $ | | 117 $ | | | | | 447 |
United States | | | | | 742 | 1,208 | | 1,313 | | | | | 1,989 |
Other | | | | | 27 | 96 | | 27 | | | | | 131 |
| | | | $ | 867 $ | 1,679 $ | | 1,457 $ | | | | | 2,567 |
Information About Major Customers |
There was one customer that comprised 12% of the Company’s revenue in fiscal 2023 (fiscal 2022 - one customer that comprised 11%; fiscal 2021 - one customer that comprised 22%). |
| | | | | | | | | 13. CASH FLOW AND ADDITIONAL INFORMATION |
| | | | | | | | | (a) Certain consolidated statements of cash flow information related to interest and income taxes paid is summarized as |
follows: |
| | | For the Years Ended |
| | | | | | | | | | February 28, 2023 | February 28, 2022 | | | | February 28, 2021 |
Interest paid during the year | | | | | | | | | | $ | 6 $ | 6 $ | 15 |
Income taxes paid during the year | | | | | | | | | | | 2 | 5 | | | | 5 |
Income tax refunds received during the year | | | | | | | | | | | 5 | 6 | | | | 2 |
| | | | | | | | | (b) Additional Information |
Advertising expense, which includes media, agency and promotional expenses totaling $29 million is included in selling, marketing and administration expenses for the fiscal year ended February 28, 2023. (February 28, 2022 - $25 million; February 28, 2021 - $24 million) |
Selling, marketing and administration expenses for the fiscal year ended February 28, 2023 included nil with respect to foreign exchange gain, net of foreign exchange hedging (February 28, 2022 - $1 million; February 28, 2021 - $1 million). |
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 fiscal 2023 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 February 28, 2023, approximately 19% of cash and cash equivalents, 24% of accounts receivable and 36% of accounts payable were denominated in foreign currencies (February 28, 2022 – 37%, 23% and 30%, 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. 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 has also issued 1.75% Debentures with a fixed interest rate as described in Note 6. The fair value of the 1.75% Debentures will fluctuate with changes in prevailing interest rates. Consequently, the |
| | 106 |
| 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 |
Company is exposed to interest rate risk as a result of the 1.75% Debentures. The Company does not currently utilize interest rate derivative instruments to hedge its investment portfolio or changes in the market value of the 1.75% Debentures. |
Credit risk |
The Company is exposed to market and credit risk on its investment portfolio. The Company reduces this risk by investing in liquid, investment-grade securities and by limiting exposure to any one entity or group of related entities. As at February 28, 2023, no single issuer represented more than 12% of the total cash, cash equivalents and investments (February 28, 2022 - no single issuer represented more than 10% of the total cash, cash equivalents and investments), with the largest such issuer representing commercial paper at 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 February 28, 2023, the Company had $1 million in collateral held with counterparties (February 28, 2022 - nil in collateral held). |
Liquidity risk |
Cash, cash equivalents, and investments were approximately $487 million as at February 28, 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 Debentures will mature on November 13, 2023 as described above in Note 6, but the Company maintains positive working capital, has the ability to access other potential financing arrangements on commercially reasonable terms, and has entered into the patent sale transaction as disclosed below in Note 14. 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, should 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. |
Government subsidies |
During fiscal 2021, the Government of Canada announced the Canada Emergency Wage Subsidy (“CEWS”) and the Canada Emergency Rent Subsidy (“CERS”) for Canadian employers whose businesses were affected by the COVID-19 pandemic. The CEWS program initially ran for a thirty-six week period between March and November 2020 and the CERS program for a period between September 2020 and July 2021. The programs were subsequently extended to October 2021. The CEWS program provided a subsidy of up to 75% of eligible employees’ employment insurable remuneration, subject to certain criteria. The extension also included a gradual decrease to the subsidy rate. CEWS received after June 5, 2021 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. The CERS program provided a subsidy of up to 65% of eligible fixed property expenses. The base subsidy was determined based on the percentage revenue decline experienced by businesses affected by the COVID-19 pandemic. The CERS program gradually reduced the amount and availability of subsidies in the months leading up to the program’s final claim period. |
During the third quarter of fiscal 2022, the Government of Canada announced the HHBRP to continue supporting businesses affected by the COVID-19 pandemic. The HHBRP provides a subsidy of up to 50% of eligible employees’ employment insurable remuneration, subject to certain criteria, and rent and ran until May 7, 2022. |
The Company applied for the CEWS, CERS and HHBRP to the extent it met the requirements to receive the subsidy and during the year ended February 28, 2023, recorded $4 million in government subsidies as a reduction to operating expenses in the consolidated statement of operations (February 28, 2022 - $46 million). As at February 28, 2023, the Company has recorded nil in accrued government subsidies within other receivables on the consolidated balance sheet (February 28, 2022 - $8 million). |
| | | | 107 |
| | 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 |
14. SUBSEQUENT EVENTS |
| On March 21, 2023, the Company entered into an agreement to sell substantially all of the Company’s non-core patent assets to Malikie Innovations Limited (“Malikie”) for $170 million in cash on closing, an additional $30 million in cash by no later than the third anniversary of closing and potential future royalties in the aggregate amount of up to $900 million. BlackBerry will be entitled to receive annual cash royalties from the profits generated by the patents, on the following basis: |
| – 8% of the first $500 million of profits |
| – 15% of the next $250 million of profits |
| – 30% of the next $250 million of profits; and |
| – 50% of all subsequent profits. |
| Completion of the transaction is conditional upon, among other things, satisfaction of all regulatory conditions under the Hart-Scott-Rodino Antitrust Improvements Act in the United States and the Investment Canada Act. Pursuant to the patent sale agreement, the Company expects to receive a license back to the patents being sold, which relate primarily to mobile devices, messaging and wireless networking. Patents that are essential to the Company’s current core business operations, as well as certain non-core patent families relating to mobile devices, are excluded from the transaction. Contemporaneously, the Company also terminated a prior agreement with Catapult relating to the proposed sale of the patent portfolio subject to the Malikie agreement as well as certain additional non-core patents. |
| | | | | 108 |