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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

September 26, 2024
Date of Report (date of earliest event reported)

BlackBerry Limited
(Exact name of registrant as specified in its charter)
Canada
001-38232
98-0164408
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
2200 University Ave East
Waterloo
Ontario
Canada
N2K 0A7
(Address of Principal Executive Offices)
(Zip Code)
(519) 888-7465
Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares BB New York Stock Exchange
Common Shares BB Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 2.02 Results of Operations and Financial Condition
On September 26, 2024, BlackBerry Limited (“BlackBerry”) issued a press release announcing its financial results for the quarter ended August 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
The information contained in this Form 8-K, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
BlackBerry Limited
 
 
Date:
  September 26, 2024    
By: 
/s/ Tim Foote
  Name:  Tim Foote
Title: Chief Financial Officer


EX-99.1 2 q2fy25ex-991.htm EX-99.1 Document

Exhibit 99.1
bluelogoa07.jpg
September 26, 2024
FOR IMMEDIATE RELEASE

BlackBerry Reports Second Quarter Fiscal Year 2025 Results
•Achieves breakeven adjusted EBITDA and non-GAAP EPS for the quarter; GAAP net loss improves by $23 million, or 55% year-on-year to $19 million, and GAAP loss per share improves by $0.04 to $0.03
•Operating cash usage beats expectations, improving by $2 million sequentially and $43 million year-over-year
•Revenue for both IoT and Cybersecurity divisions grows double-digit year-over-year; raises bottom end of full-year guidance range for IoT

Waterloo, Ontario - BlackBerry Limited (NYSE: BB; TSX: BB) today reported financial results for the three months ended August 31, 2024 (all figures in U.S. dollars and U.S. GAAP, except where otherwise indicated).

“BlackBerry reached a significant milestone on our path to profitability by recording breakeven adjusted EBITDA and non-GAAP EPS. This result was achieved through a combination of stronger than expected, double-digit revenue growth for both IoT and Cybersecurity, as well as tremendous ongoing progress in rationalizing our cost structure. Operating expenses for the quarter were 24% lower than the baseline for the prior year,” said John J. Giamatteo, CEO, BlackBerry. “QNX delivered strong royalty revenue again this quarter, and there was year-over-year revenue growth for the secure communications products in our Cybersecurity division.”

Second Quarter Fiscal 2025 Financial Highlights
•Total company revenue was $145 million.
•Total company non-GAAP gross margin was 66% and GAAP gross margin was 65%.
•IoT revenue grew 12% year-over-year and exceeded previously-provided guidance at $55 million; IoT gross margin increased by 1 percentage point to 82%.
•Cybersecurity revenue grew 10% year-over-year and exceeded previously-provided guidance at $87 million; Cybersecurity gross margin increased by 1 percentage point year-over-year to 55%.
•Cybersecurity ARR was flat year-over-year at $279 million; DBNRR increased by 7 percentage points year-over-year and sequentially for the fourth consecutive quarter to 88%.
•Licensing revenue was $3 million.
•Non-GAAP operating loss was $4 million and GAAP operating loss was $21 million.
•Non-GAAP earnings per share improved by $0.04 year-over-year to breakeven, beating the previously-provided guidance. GAAP basic loss per share also improved by $0.04 year-over-year to $0.03.
•Adjusted EBITDA improved by $22 million to breakeven for the quarter.



•Total cash, cash equivalents, short-term and long-term investments was $265 million; Operating cash usage beat expectations and improved by $43 million year-over-year to $13 million.

Business Highlights & Strategic Announcements
•BlackBerry QNX adds QNX® Containers to support operating system (OS) virtualization and containerization on QNX-based devices. This provides highly secure and isolated embedded containers while maintaining the high performance and real time nature of QNX® OS 8.
•BlackBerry and HaleyTek AB announce the launch of HaleyTek’s Generic Automotive Platform (GAP) cockpit software platform will include the QNX® Sound software-defined audio platform.
•BlackBerry launches CylanceMDR™ Pro, a cutting-edge managed detection and response (MDR) service built on an Open XDR platform powered by AI.
•BlackBerry’s EPP platform, CylanceENDPOINT™, named a 2024 Customers’ Choice for endpoint protection platforms (EPP) by Gartner® Peer Insights™.

Financial Outlook
BlackBerry is providing the following guidance for the third quarter (ending November 30, 2024) and the full fiscal year 2025 (ending February 28, 2025).
Q3 FY25 Full fiscal year FY25
Total BlackBerry revenue:
$146 - $154 million
$591 - $616 million
IoT revenue:
$56 - $60 million
$225 - $235 million
Cybersecurity revenue:    
$86 - $90 million
$350 - $365 million
Licensing & Other revenue:
Approximately $4 million Approximately $16 million
Adjusted EBITDA: Breakeven - +$10 million Breakeven - +$10 million
Non-GAAP basic EPS: ($0.01) - +$0.01 ($0.05) - ($0.02)

Use of Non-GAAP Financial Measures
The tables at the end of this press release include a reconciliation of the non-GAAP financial measures and non-GAAP financial ratios used by the Company to comparable U.S. GAAP measures and an explanation of why the Company uses them. The Company does not provide a reconciliation of expected Adjusted EBITDA and expected Non-GAAP basic EPS for the third quarter and full fiscal year 2025 to the most directly comparable expected GAAP measures because it is unable to predict with reasonable certainty, among other things, restructuring charges and impairment charges and, accordingly, a reconciliation is not available without unreasonable effort. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. For more information on the non-GAAP financial measures, please refer to the tables at the end of this press release.

Conference Call and Webcast
A conference call and live webcast will be held today beginning at 5:30 p.m. ET, which can be accessed using the following link (here) or through the Company’s investor webpage (BlackBerry.com/Investors) or by dialing toll free +1 (877) 883-0383 and entering Elite Entry Number 6312676.

A replay of the conference call will be available at approximately 8:30 p.m. ET today, using the same webcast link (here) or by dialing Canada toll free +1 (855) 669-9658 or US toll free +1 (877) 344-7529 and entering Replay Access Code 6113863.




About BlackBerry
BlackBerry (NYSE: BB; TSX: BB) provides intelligent security software and services to enterprises and governments around the world. The Company’s software powers over 235M vehicles. Based in Waterloo, Ontario, the Company leverages AI 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 management, encryption, and embedded systems. BlackBerry’s vision is clear - to secure a connected future you can trust.

BlackBerry. Intelligent Security. Everywhere.
For more information, visit BlackBerry.com and follow @BlackBerry.

Investor Contact:
BlackBerry Investor Relations
+1 (519) 888-7465
investorrelations@blackberry.com

Media Contact:
BlackBerry Media Relations
+1 (519) 597-7273
mediarelations@blackberry.com

###

This news release contains forward-looking statements within the meaning of certain securities laws, including under the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws, including statements regarding BlackBerry’s plans, strategies and objectives including its expectations with respect to increasing and enhancing its product and service offerings.

The words “expect”, “anticipate”, “estimate”, “may”, “will”, “should”, “could”, “intend”, “believe”, “target”, “plan” and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are based on estimates and assumptions made by BlackBerry in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that BlackBerry believes are appropriate in the circumstances, including but not limited to, BlackBerry’s expectations regarding its business, strategy, opportunities and prospects, the launch of new products and services, general economic conditions, competition, BlackBerry’s expectations regarding its financial performance, and BlackBerry’s expectations regarding the ongoing separation of its businesses. Many factors could cause BlackBerry’s actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, risks related to the following factors: BlackBerry’s ability to maintain or expand its customer base for its software and services offerings to grow revenue or achieve sustained profitability; BlackBerry’s sales cycles and the time and expense of its sales efforts; the intense competition faced by BlackBerry; BlackBerry’s ability to enhance, develop, introduce or monetize products and services for the enterprise market in a timely manner with competitive pricing, features and performance; the occurrence or perception of a breach of BlackBerry’s network cybersecurity measures, or an inappropriate disclosure of confidential or personal information; potential impacts of BlackBerry’s proposed business unit separation and cost reduction initiatives; BlackBerry’s continuing ability to attract new personnel, retain existing key personnel and manage its staffing effectively; risks arising from a failure or perceived failure of BlackBerry’s solutions to detect or prevent security vulnerabilities; BlackBerry’s dependence on its relationships with resellers and channel partners; litigation against BlackBerry; adverse macroeconomic and geopolitical conditions; network disruptions or other business interruptions; BlackBerry’s ability to foster an ecosystem of third-party application developers; BlackBerry’s products and services being dependent upon interoperability with rapidly changing systems provided by third parties; failure to protect BlackBerry’s intellectual property and to earn expected revenues from intellectual property rights; BlackBerry’s ability to obtain rights to use third-party software and its use of open source software; BlackBerry potentially being found to have infringed on the intellectual property rights of others; BlackBerry’s indebtedness, which could impact its operating flexibility and financial condition; the substantial asset risk faced by BlackBerry, including the potential for charges related to its long-lived assets and goodwill; tax provision changes, the adoption of new tax legislation or exposure to additional tax liabilities; the use and management of user data and personal information; government regulations applicable to BlackBerry’s products and services, including products containing encryption capabilities; environmental, social and governance expectations and standards; the failure of BlackBerry’s suppliers, subcontractors, channel partners and representatives to use acceptable ethical business practices or comply with applicable laws; potential impacts of acquisitions, divestitures and other business initiatives; risks associated with foreign operations, including fluctuations in foreign currencies; environmental events; the fluctuation of BlackBerry’s quarterly revenue and operating results; and the volatility of the market price of BlackBerry’s common shares.




These risk factors and others relating to BlackBerry are discussed in greater detail in BlackBerry’s Annual Report on Form 10-K and the “Cautionary Note Regarding Forward-Looking Statements” section of BlackBerry’s MD&A (copies of which filings may be obtained at www.sedarplus.ca or www.sec.gov). All of these factors should be considered carefully, and readers should not place undue reliance on BlackBerry’s forward-looking statements. Any statements that are forward-looking statements are intended to enable BlackBerry’s shareholders to view the anticipated performance and prospects of BlackBerry from management’s perspective at the time such statements are made, and they are subject to the risks that are inherent in all forward-looking statements, as described above, as well as difficulties in forecasting BlackBerry’s financial results and performance for future periods, particularly over longer periods, given changes in technology and BlackBerry’s business strategy, evolving industry standards, intense competition and short product life cycles that characterize the industries in which BlackBerry operates. Any forward-looking statements are made only as of today and BlackBerry has no intention and undertakes no obligation to update or revise any of them, except as required by law.

###



BlackBerry Limited
Incorporated under the Laws of Ontario
(United States dollars, in millions except share and per share amounts) (unaudited)

Consolidated Statements of Operations
  Three Months Ended Six Months Ended
  August 31, 2024 May 31, 2024 August 31, 2023 August 31, 2024 August 31, 2023
Revenue $ 145  $ 144  $ 132  $ 289  $ 505 
Cost of sales 51  48  47  99  241 
Gross margin 94  96  85  190  264 
Gross margin % 64.8  % 66.7  % 64.4  % 65.7  % 52.3  %
Operating expenses
Research and development 37  42  50  79  104 
Sales and marketing 34  38  43  72  88 
General and administrative 33  40  30  73  84 
Amortization 11  12  14  23  29 
Impairment of long-lived assets — 
Debentures fair value adjustment —  —  (6) —  16 
  115  135  132  250  322 
Operating loss (21) (39) (47) (60) (58)
Investment income, net 10 
Loss before income taxes (18) (34) (40) (52) (48)
Provision for income taxes
Net loss $ (19) $ (42) $ (42) $ (61) $ (53)
Loss per share
Basic $ (0.03) $ (0.07) $ (0.07) $ (0.10) $ (0.09)
Diluted $ (0.03) $ (0.07) $ (0.07) $ (0.10) $ (0.09)
Weighted-average number of common shares outstanding (000s)
Basic 590,549  589,821  583,524  590,188  583,171 
Diluted 590,549  589,821  583,524  590,188  583,171 
Total common shares outstanding (000s) 590,728  590,171  583,684  590,728  583,684 




BlackBerry Limited
Incorporated under the Laws of Ontario
(United States dollars, in millions) (unaudited)

Consolidated Balance Sheets
As at
August 31, 2024 February 29, 2024
Assets    
Current    
Cash and cash equivalents $ 171  $ 175 
Short-term investments 40  62 
Accounts receivable, net of allowance of $6 and $6, respectively 150  199 
Other receivables 21  21 
Income taxes receivable
Other current assets 52  47 
438  508 
Restricted cash and cash equivalents 17  25 
Long-term investments 37  36 
Other long-term assets 59  57 
Operating lease right-of-use assets, net 32  32 
Property, plant and equipment, net 17  21 
Intangible assets, net 136  154 
Goodwill 563  562 
  $ 1,299  $ 1,395 
Liabilities  
Current  
Accounts payable $ $ 17 
Accrued liabilities 109  117 
Income taxes payable 28  28 
Deferred revenue, current 161  194 
  305  356 
Deferred revenue, non-current 28  28 
Operating lease liabilities 38  38 
Other long-term liabilities
Long-term notes 195  194 
  567  619 
Shareholders’ equity
Capital stock and additional paid-in capital 2,964  2,948 
Deficit (2,219) (2,158)
Accumulated other comprehensive loss (13) (14)
  732  776 
  $ 1,299  $ 1,395 




BlackBerry Limited
Incorporated under the Laws of Ontario
(United States dollars, in millions) (unaudited)
Consolidated Statements of Cash Flows
  Six Months Ended
   August 31, 2024 August 31, 2023
Cash flows from operating activities
Net loss $ (61) $ (53)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization 26  32 
Stock-based compensation 15  20 
Impairment of long-lived assets
Intellectual property disposed of by sale —  147 
Debentures fair value adjustment —  16 
Operating leases (4) (5)
Other (2) — 
Net changes in working capital items
Accounts receivable, net of allowance 49  (7)
Other receivables — 
Income taxes receivable —  (2)
Other assets (6) (61)
Accounts payable (10) (6)
Accrued liabilities (5) (24)
Income taxes payable — 
Deferred revenue (33) (20)
Net cash provided by (used in) operating activities (28) 43 
Cash flows from investing activities
Acquisition of long-term investments —  (1)
Acquisition of property, plant and equipment (3) (3)
Acquisition of intangible assets (4) (10)
Acquisition of short-term investments (72) (92)
Proceeds on sale or maturity of short-term investments 94  182 
Net cash provided by investing activities 15  76 
Cash flows from financing activities
Issuance of common shares
Net cash provided by financing activities
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents during the period (12) 121 
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period 200  322 
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period $ 188  $ 443 
As at August 31, 2024 February 29, 2024
Cash and cash equivalents $ 171  $ 175 
Restricted cash and cash equivalents 17  25 
Short-term investments 40  62 
Long-term investments 37  36 
$ 265  $ 298 



Reconciliations of the Company’s Segment Results to the Consolidated Results
The following tables show information by operating segment for the three months ended August 31, 2024 and August 31, 2023. The Company reports segment information in accordance with U.S. GAAP Accounting Standards Codification Section 280 based on the “management” approach. The management approach designates the internal reporting used by the Chief Operating Decision Maker for making decisions and assessing performance of the Company’s reportable operating segments
 
For the Three Months Ended
(in millions) (unaudited)
Cybersecurity IoT Licensing Segment Totals
August 31, August 31, August 31, August 31,
2024 2023 2024 2023 2024 2023 2024 2023
Segment revenue $ 87 $ 79 $ 55 $ 49 $ 3 $ 4 $ 145 $ 132
Segment cost of sales 39 36 10 8 1 2 50 46
Segment gross margin $ 48 $ 43 $ 45 $ 41 $ 2 $ 2 $ 95 $ 86
Segment gross margin % 55  % 54  % 82  % 84  % 67  % 50  % 66  % 65  %
The following table reconciles the Company’s segment results for the three months ended August 31, 2024 to consolidated U.S. GAAP results:
  For the Three Months Ended August 31, 2024
(in millions) (unaudited)
Cybersecurity IoT Licensing Segment Totals Reconciling Items Consolidated U.S. GAAP
Revenue $ 87 $ 55 $ 3 $ 145  $ —  $ 145 
Cost of sales 39 10 1 50  51 
Gross margin (1)
$ 48 $ 45 $ 2 $ 95  $ (1) $ 94 
Operating expenses 115  115 
Investment income, net
Loss before income taxes $ (18)
______________________________
(1) See “Reconciliation of Non-GAAP Measures with the Nearest Comparable U.S. GAAP Measures” for a reconciliation of selected U.S. GAAP-based measures to adjusted measures for the three and six months ended August 31, 2024.
The following table reconciles the Company’s segment results for the three months ended August 31, 2023 to consolidated U.S. GAAP results:
  For the Three Months Ended August 31, 2023
(in millions)
Cybersecurity IoT Licensing Segment Totals Reconciling Items Consolidated U.S. GAAP
Revenue $ 79  $ 49  $ $ 132  $ —  $ 132 
Cost of sales 36  46  47 
Gross margin (1)
$ 43  $ 41  $ $ 86  $ (1) $ 85 
Operating expenses 132  132 
Investment income, net
Loss before income taxes $ (40)
______________________________
(1) See “Reconciliation of Non-GAAP Measures with the Nearest Comparable U.S. GAAP Measures” for a reconciliation of selected U.S. GAAP-based measures to adjusted measures for the three and six months ended August 31, 2023.



Reconciliation of Non-GAAP Measures with the Nearest Comparable U.S. GAAP Measures
In the Company’s internal reports, management evaluates the performance of the Company’s business on a non-GAAP basis by excluding the impact of certain items below from the Company’s U.S. GAAP financial results. The Company believes that these non-GAAP financial measures and non-GAAP ratios provide management, as well as readers of the Company’s financial statements, with a consistent basis for comparison across accounting periods and are useful in helping management and readers understand the Company’s operating results and underlying operational trends.
Readers are cautioned that adjusted gross margin, adjusted gross margin percentage, adjusted operating expense, adjusted net income (loss), adjusted earnings (loss) per share, adjusted research and development expense, adjusted sales and marketing expense, adjusted general and administrative expense, adjusted amortization expense, adjusted operating income (loss), adjusted EBITDA, adjusted operating income (loss) margin percentage, adjusted EBITDA margin percentage and free cash flow (usage) and similar measures do not have any standardized meaning prescribed by U.S. GAAP and are therefore unlikely to be comparable to similarly titled measures reported by other companies. These non-GAAP financial measures should be considered in the context of the U.S. GAAP results.
Reconciliation of non-GAAP based measures with most directly comparable U.S. GAAP based measures for the three months ended August 31, 2024 and August 31, 2023
A reconciliation of the most directly comparable U.S. GAAP financial measures for the three months ended August 31, 2024 and August 31, 2023 to adjusted financial measures is reflected in the table below:
For the Three Months Ended (in millions) August 31, 2024 August 31, 2023
Gross margin $ 94  $ 85 
Stock compensation expense
Adjusted gross margin $ 95  $ 86 
Gross margin % 64.8  % 64.4  %
Stock compensation expense 0.7  % 0.8  %
Adjusted gross margin % 65.5  % 65.2  %
Reconciliation of U.S. GAAP operating expense for the three months ended August 31, 2024 and August 31, 2023 to adjusted operating expense is reflected in the table below:
For the Three Months Ended (in millions) August 31, 2024 August 31, 2023
Operating expense $ 115  $ 132 
Restructuring charges
Stock compensation expense 10 
Debentures fair value adjustment —  (6)
Acquired intangibles amortization 10 
LLA impairment charge — 
Adjusted operating expense $ 99  $ 114 



Reconciliation of U.S. GAAP net loss and U.S. GAAP basic loss per share for the three months ended August 31, 2024 and August 31, 2023 to adjusted net loss and adjusted basic loss per share is reflected in the table below:
For the Three Months Ended (in millions, except per share amounts) August 31, 2024 August 31, 2023
Basic loss
per share
Basic loss
per share
Net loss $ (19) $(0.03) $ (42) $(0.07)
Restructuring charges
Stock compensation expense 11 
Debentures fair value adjustment —  (6)
Acquired intangibles amortization 10 
LLA impairment charge — 
Adjusted net loss $ (2) $0.00 $ (23) $(0.04)
Reconciliation of U.S. GAAP research and development, sales and marketing, general and administrative, and amortization expense for the three months ended August 31, 2024 and August 31, 2023 to adjusted research and development, sales and marketing, general and administrative, and amortization expense is reflected in the table below:
For the Three Months Ended (in millions) August 31, 2024 August 31, 2023
Research and development $ 37  $ 50 
Stock compensation expense
Adjusted research and development expense $ 35  $ 48 
Sales and marketing $ 34  $ 43 
Stock compensation expense
Adjusted sales and marketing expense $ 33  $ 40 
General and administrative $ 33  $ 30 
Restructuring charges
Stock compensation expense
Adjusted general and administrative expense $ 29  $ 22 
Amortization $ 11  $ 14 
Acquired intangibles amortization 10 
Adjusted amortization expense $ $



Adjusted operating loss, adjusted EBITDA, adjusted operating loss margin percentage and adjusted EBITDA margin percentage for the three months ended August 31, 2024 and August 31, 2023 are reflected in the table below.
For the Three Months Ended (in millions) August 31, 2024 August 31, 2023
Operating loss $ (21) $ (47)
Non-GAAP adjustments to operating loss
Restructuring charges
Stock compensation expense 11 
Debentures fair value adjustment —  (6)
Acquired intangibles amortization 10 
LLA impairment charge — 
Total non-GAAP adjustments to operating loss 17  19 
Adjusted operating loss (4) (28)
Amortization 13  16 
Acquired intangibles amortization (9) (10)
Adjusted EBITDA $ —  $ (22)
Revenue $ 145  $ 132 
Adjusted operating loss margin % (1)
(3%) (21%)
Adjusted EBITDA margin % (2)
—% (17%)
______________________________
(1) Adjusted operating loss margin % is calculated by dividing adjusted operating loss by revenue.
(2) Adjusted EBITDA margin % is calculated by dividing adjusted EBITDA by revenue.



Reconciliation of non-GAAP based measures with most directly comparable U.S. GAAP based measures for the six months ended August 31, 2024 and August 31, 2023
A reconciliation of the most directly comparable U.S. GAAP financial measures for the six months ended August 31, 2024 and August 31, 2023 to adjusted financial measures is reflected in the table below:
For the Six Months Ended (in millions) August 31, 2024 August 31, 2023
Gross margin $ 190  $ 264 
Stock compensation expense
Adjusted gross margin $ 192  $ 266 
Gross margin % 65.7  % 52.3  %
Stock compensation expense 0.7  % 0.4  %
Adjusted gross margin % 66.4  % 52.7  %
Reconciliation of U.S. GAAP operating expense for the six months ended August 31, 2024 and August 31, 2023 to adjusted operating expense is reflected in the table below:
For the Six Months Ended (in millions) August 31, 2024 August 31, 2023
Operating expense $ 250  $ 322 
Restructuring charges
Stock compensation expense 13  18 
Debentures fair value adjustment —  16 
Acquired intangibles amortization 17  20 
LLA impairment charge
Adjusted operating expense $ 208  $ 259 
Reconciliation of U.S. GAAP net loss and U.S. GAAP basic loss per share for the six months ended August 31, 2024 and August 31, 2023 to the adjusted net income (loss) and adjusted basic earnings (loss) per share is reflected in the table below:
For the Six Months Ended (in millions, except per share amounts) August 31, 2024 August 31, 2023
Basic loss per share Basic earnings (loss) per share
Net loss $ (61) $(0.10) $ (53) $(0.09)
Restructuring charges
Stock compensation expense 15  20 
Debentures fair value adjustment —  16 
Acquired intangibles amortization 17  20 
LLA impairment charge
Adjusted net income (loss) $ (17) $(0.03) $ 12  $0.02



Reconciliation of U.S GAAP research and development, sales and marketing, general and administrative, and amortization expense for the six months ended August 31, 2024 and August 31, 2023 to adjusted research and development, sales and marketing, general and administrative, and amortization expense is reflected in the table below:
For the Six Months Ended (in millions) August 31, 2024 August 31, 2023
Research and development $ 79  $ 104 
Stock compensation expense
Adjusted research and development expense $ 75  $ 100 
Sales and marketing $ 72  $ 88 
Stock compensation expense
Adjusted sales and marketing expense $ 69  $ 84 
General and administrative $ 73  $ 84 
Restructuring charges
Stock compensation expense 10 
Adjusted general and administrative expense $ 58  $ 66 
Amortization $ 23  $ 29 
Acquired intangibles amortization 17  20 
Adjusted amortization expense $ $
Adjusted operating income (loss), adjusted EBITDA, adjusted operating income (loss) margin percentage and adjusted EBITDA margin percentage for the six months ended August 31, 2024 and August 31, 2023 are reflected in the table below.
For the Six Months Ended (in millions) August 31, 2024 August 31, 2023
Operating loss $ (60) $ (58)
Non-GAAP adjustments to operating loss
Restructuring charges
Stock compensation expense 15  20 
Debentures fair value adjustment —  16 
Acquired intangibles amortization 17  20 
LLA impairment charge
Total non-GAAP adjustments to operating loss 44  65 
Adjusted operating income (loss) (16)
Amortization 26  32 
Acquired intangibles amortization (17) (20)
Adjusted EBITDA $ (7) $ 19 
Revenue $ 289  $ 505 
Adjusted operating income (loss) margin % (1)
(6  %) %
Adjusted EBITDA margin % (2)
(2  %) %
______________________________
(1) Adjusted operating income (loss) margin % is calculated by dividing adjusted operating income (loss) by revenue.
(2) Adjusted EBITDA margin % is calculated by dividing adjusted EBITDA by revenue.



The Company uses free cash flow (usage) when assessing its sources of liquidity, capital resources, and quality of earnings. The Company believes that free cash flow (usage) is helpful in understanding the Company’s capital requirements and provides an additional means to reflect the cash flow trends in the Company’s business.
Reconciliation of U.S. GAAP net cash used in operating activities for the three months ended August 31, 2024 and August 31, 2023 to free cash flow (usage) is reflected in the table below:
For the Three Months Ended (in millions) August 31, 2024 August 31, 2023
Net cash provided by (used in) operating activities $ (13) $ (56)
Acquisition of property, plant and equipment (2) (1)
Free cash flow (usage) $ (15) $ (57)
Key Metrics
The Company regularly monitors a number of financial and operating metrics, including the following key metrics, in order to measure the Company’s current performance and estimated future performance. Readers are cautioned that annual recurring revenue (“ARR”), dollar-based net retention rate (“DBNRR”), and recurring revenue percentage do not have any standardized meaning and are unlikely to be comparable to similarly titled measures reported by other companies.
For the Three Months Ended (in millions) August 31, 2024
Cybersecurity Annual Recurring Revenue $ 279 
Cybersecurity Dollar-Based Net Retention Rate 88  %
Recurring Software Product Revenue Percentage ~ 80 %