Dropbox(DBX) - 2022 Q3 - Quarterly Report

FORM 10-Q Filing Information This section provides the official filing details for Dropbox, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2022 Registrant Information This section provides the official filing details for Dropbox, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2022, including its incorporation state, principal executive offices, and stock exchange listing - Dropbox, Inc. is a Delaware corporation, headquartered in San Francisco, California, and its Class A Common Stock is registered on The NASDAQ Stock Market LLC (Nasdaq Global Select Market)[2] Registrant Information Table | Indicator | Value | | :--- | :--- | | Filing Type | Quarterly Report (10-Q) | | Period Ended | September 30, 2022 | | Commission File Number | 001-38434 | | Registrant | Dropbox, Inc. | | State of Incorporation | Delaware | | Principal Executive Offices | 1800 Owens Street, San Francisco, California 94158 | | Trading Symbol | DBX | | Exchange | The NASDAQ Stock Market LLC | | Large Accelerated Filer | Yes | | Shell Company | No | Outstanding Shares As of October 31, 2022, Dropbox, Inc. had 280.4 million shares of Class A common stock and 82.3 million shares of Class B common stock outstanding, with no Class C common stock Outstanding Shares Summary | Stock Class | Shares Outstanding (as of Oct 31, 2022) | | :--- | :--- | | Class A Common Stock | 280,411,760 | | Class B Common Stock | 82,324,618 | | Class C Common Stock | 0 | - Class A common stock outstanding includes shares subject to restricted stock awards granted to co-founders and other executives, vesting upon service conditions and stock price goals[3] Forward-Looking Statements This section outlines the nature and key areas of forward-looking statements, emphasizing inherent risks and uncertainties Nature of Forward-Looking Statements This section clarifies that the report contains forward-looking statements regarding future events and financial performance, which are subject to substantial risks and uncertainties. Investors are cautioned not to rely on these statements as predictions of future events - Forward-looking statements relate to future events or financial/operating performance and are identifiable by words like 'may,' 'will,' 'expects,' 'plans,' 'anticipates,' 'believes,' 'estimates,' 'predicts,' or 'potential'[5] - The outcome of these statements is subject to risks, uncertainties, and other factors detailed in the 'Risk Factors' section, and actual results could differ materially[8] Key Areas of Forward-Looking Statements Key areas covered by forward-looking statements include user retention and upgrades, attracting new users, future financial performance (revenue, costs, profit, ARPU, FCF), impacts of the Virtual First work model, competitive ability, COVID-19 effects, demand for the platform, technological changes, profitability, growth, new product introductions, personnel management, security, capital allocation, regulatory changes, intellectual property, liquidity, and acquisitions - Ability to retain and upgrade paying users[5] - Future financial performance, including trends in revenue, costs, gross profit, operating expenses, paying users, annual recurring revenue, average revenue per user, and free cash flow[5] - Challenges and anticipated benefits of the Virtual First work model and its impact on financial results and business operations[5] - Ability to compete successfully in competitive markets and respond to rapid technological changes[5] - Expectations regarding the potential ongoing impacts of the COVID-19 pandemic and related public health measures[5] - Capital allocation plans, including share repurchases and other investments[5] Summary of Risk Factors This section summarizes the principal business, operational, financial, and growth-related risks facing the company Principal Business and Operational Risks This section summarizes key risks that could materially harm Dropbox's business, including dependence on user retention and upgrades, challenges in attracting new users, data security breaches, uncertainties of the Virtual First work model, intense market competition, and reliance on platform interoperability - Dependence on retaining and upgrading paying users; decline in renewals or upgrades could adversely affect future results[13] - Future growth could be harmed by failure to attract new users or convert registered users to paying users[13] - Risk of business damage and liability from unauthorized access to data or user content, including privacy and data security breaches[14] - Uncertain long-term impact of the Virtual First workforce model on financial results and business operations[15] - Operating in competitive markets requires continuous effective competition[16] - Business relies on interoperability of its platform across devices, operating systems, and third-party applications not controlled by the company[17] Financial and Growth-Related Risks Key financial risks include potential service disruptions, declining demand for the platform, inability to adapt to technological changes, unknown impacts of the COVID-19 pandemic, challenges in managing growth, dependence on key personnel, limited outbound sales force, declining revenue growth rates, and historical net losses - Significant disruption of service or loss of content could harm the business[17] - Decline in demand for the platform or content collaboration solutions generally could negatively impact the business[18] - Failure to respond to rapid technological changes or develop new features may harm competitive ability[19] - Full extent of COVID-19 pandemic impacts on financial results and business operations is unknown[20] - Challenges in managing growth or planning for future growth[21] - Dependence on key personnel and highly qualified personnel; failure to attract, integrate, and retain them could harm the business[22] - Lack of a significant outbound sales force may limit potential business growth[22] - Revenue growth rate has declined and may continue to slow[22] - History of net losses and potential inability to achieve or maintain profitability[22] - Servicing convertible senior notes may require significant cash, which may not be sufficient[22] PART I. FINANCIAL INFORMATION This part presents the unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition Item 1. Condensed Consolidated Financial Statements (Unaudited) This section presents Dropbox, Inc.'s unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive income, stockholders' deficit, and cash flows for the periods ended September 30, 2022, and December 31, 2021, along with detailed notes on significant accounting policies and specific financial line items Condensed Consolidated Balance Sheets This section presents the company's financial position, detailing assets, liabilities, and stockholders' deficit at specific reporting dates Condensed Consolidated Balance Sheets (Unaudited) | Asset/Liability | September 30, 2022 (in millions) | December 31, 2021 (in millions) | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | $372.0 | $533.0 | | Short-term investments | $1,081.4 | $1,185.1 | | Total current assets | $1,579.7 | $1,849.8 | | Total assets | $2,702.8 | $3,091.3 | | Liabilities | | | | Deferred revenue | $698.6 | $671.5 | | Total current liabilities | $1,156.4 | $1,175.8 | | Convertible senior notes, net, non-current | $1,373.1 | $1,370.3 | | Total liabilities | $3,294.1 | $3,385.2 | | Stockholders' Deficit | | | | Total stockholders' deficit | $(591.3) | $(293.9) | | Total liabilities and stockholders' deficit | $2,702.8 | $3,091.3 | - Total assets decreased from $3,091.3 million to $2,702.8 million at September 30, 2022, primarily driven by a reduction in cash and cash equivalents and short-term investments[29] - Total stockholders' deficit significantly increased from $(293.9) million to $(591.3) million, indicating a worsening equity position[29] Condensed Consolidated Statements of Operations This section outlines the company's revenues, expenses, and net income over specific reporting periods Condensed Consolidated Statements of Operations (Unaudited) | Metric (in millions) | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $591.0 | $550.2 | $1,726.1 | $1,592.4 | | Cost of revenue | $109.7 | $112.0 | $328.4 | $328.4 | | Gross profit | $481.3 | $438.2 | $1,397.7 | $1,264.0 | | Income from operations | $89.3 | $77.3 | $261.7 | $204.2 | | Net income | $83.2 | $75.6 | $224.9 | $211.2 | | Basic net income per share | $0.23 | $0.20 | $0.62 | $0.54 | | Diluted net income per share | $0.23 | $0.19 | $0.61 | $0.53 | - Revenue increased by 7.4% YoY for the three months ended September 30, 2022, and by 8.4% YoY for the nine months ended September 30, 2022[31] - Net income grew by 10.1% YoY for the three months and 6.5% YoY for the nine months ended September 30, 2022[31] Condensed Consolidated Statements of Comprehensive Income This section details the components of comprehensive income, including net income and other comprehensive income/loss items Condensed Consolidated Statements of Comprehensive Income (Unaudited) | Metric (in millions) | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | Net income | $83.2 | $75.6 | $224.9 | $211.2 | | Change in foreign currency translation adjustments | $(4.7) | $0.2 | $(10.2) | $(0.5) | | Change in net unrealized gains and losses on short-term investments | $(12.5) | $(1.2) | $(45.3) | $(5.6) | | Total other comprehensive loss | $(17.2) | $(1.0) | $(55.5) | $(6.1) | | Comprehensive income | $66.0 | $74.6 | $169.4 | $205.1 | - Total other comprehensive loss significantly increased for both the three and nine months ended September 30, 2022, primarily due to changes in net unrealized losses on short-term investments and foreign currency translation adjustments[35] Condensed Consolidated Statements of Stockholders' Deficit This section tracks changes in the company's equity position, including net income, stock repurchases, and stock-based compensation Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) | Metric (in millions) | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | Balances at beginning of period | $(542.9) | $(94.8) | $(293.9) | $333.8 | | Repurchases of common stock | $(171.4) | $(181.0) | $(621.1) | $(763.7) | | Stock-based compensation | $86.1 | $72.8 | $243.4 | $214.6 | | Net income | $83.2 | $75.6 | $224.9 | $211.2 | | Balances at end of period | $(591.3) | $(162.6) | $(591.3) | $(162.6) | - Stockholders' deficit worsened significantly, primarily due to substantial common stock repurchases and accumulated other comprehensive loss, despite positive net income and stock-based compensation[38][39] Condensed Consolidated Statements of Cash Flows This section reports the cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (Unaudited) | Activity (in millions) | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $602.7 | $567.1 | | Net cash provided by (used in) investing activities | $56.6 | $(560.1) | | Net cash (used in) provided by financing activities | $(807.7) | $368.5 | | Change in cash and cash equivalents | $(161.0) | $374.0 | | Cash and cash equivalents - end of period | $372.0 | $688.9 | - Net cash provided by operating activities increased to $602.7 million in 2022 from $567.1 million in 2021[43] - Investing activities shifted from a significant outflow of $(560.1) million in 2021 to an inflow of $56.6 million in 2022, largely due to changes in short-term investment purchases and maturities[43] - Financing activities resulted in a substantial cash outflow of $(807.7) million in 2022, primarily due to common stock repurchases, compared to an inflow of $368.5 million in 2021[43] Note 1. Description of the Business and Summary of Significant Accounting Policies This note provides an overview of Dropbox's business and its key accounting principles and estimates - Dropbox, Inc. (founded 2007) provides a platform to organize life and keep work moving, managing operations as a single segment[45][51] - Revenue is primarily derived from subscription fees, recognized ratably over the contractual term, with most contracts being non-cancelable and billed in advance[55] - The company's significant estimates and judgments involve valuation of acquired intangible assets, goodwill, and lease-related assets[50] Note 2. Cash, Cash Equivalents and Short-Term Investments This note details the composition and fair value of the company's cash, cash equivalents, and short-term investment portfolio Cash, Cash Equivalents and Short-Term Investments (in millions) | Category | Sep 30, 2022 (Fair Value) | Dec 31, 2021 (Fair Value) | | :--- | :--- | :--- | | Cash & Cash Equivalents | $372.0 | $533.0 | | Short-term investments | $1,081.4 | $1,185.1 | | Total | $1,453.4 | $1,718.1 | - As of September 30, 2022, short-term investments had $53.9 million in unrealized losses, primarily due to changes in interest rates, but management does not intend to sell these securities prior to anticipated recovery[110][113] - Interest income from cash, cash equivalents, and short-term investments increased significantly to $4.7 million (3 months) and $9.1 million (9 months) in 2022, up from $1.7 million and $5.5 million in 2021, respectively[114] Note 3. Fair Value Measurements This note describes the fair value hierarchy and measurements applied to financial assets and liabilities Fair Value Measurements (in millions) as of September 30, 2022 | Category | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | Cash equivalents | $279.2 | $6.1 | $— | $285.3 | | Short-term investments | $— | $1,081.4 | $— | $1,081.4 | | Total | $279.2 | $1,087.5 | $— | $1,366.7 | - The majority of cash equivalents are Level 1 (money market funds), while all short-term investments are classified as Level 2, indicating observable inputs other than quoted prices in active markets[117] - The estimated fair value of the 2026 Notes and 2028 Notes was $610.6 million and $593.0 million, respectively, categorized as Level 2 instruments[122] Note 4. Property and Equipment, Net This note provides a breakdown of the company's property and equipment, net of accumulated depreciation Property and Equipment, Net (in millions) | Category | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Datacenter and other computer equipment | $635.9 | $634.5 | | Furniture and fixtures | $22.6 | $21.7 | | Leasehold improvements | $118.9 | $106.7 | | Construction in progress | $0.6 | $11.7 | | Total property and equipment | $778.0 | $774.6 | | Accumulated depreciation and amortization | $(496.9) | $(452.6) | | Property and equipment, net | $281.1 | $322.0 | - Property and equipment, net decreased from $322.0 million to $281.1 million at September 30, 2022, primarily due to accumulated depreciation[124] - Infrastructure assets acquired under finance lease agreements totaled $431.7 million as of September 30, 2022[124] Note 5. Business Combinations This note details the acquisition of DocSend, including purchase consideration and recognized intangible assets and goodwill - On March 22, 2021, Dropbox acquired DocSend for a total purchase consideration of $131.8 million[126][127] - The acquisition resulted in $110.2 million in goodwill, primarily attributed to the opportunity to expand Dropbox's user base[130] DocSend Acquisition - Intangible Assets Acquired (in millions) | Intangible Asset | Estimated Fair Value | | :--- | :--- | | Developed technology | $11.5 | | Customer relationships | $8.1 | | Trade name | $1.0 | | Total | $20.6 | Note 6. Intangible Assets This note presents the carrying amounts and amortization schedule for the company's intangible assets Intangible Assets, Net (in millions) | Category | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total intangibles | $113.4 | $117.0 | | Accumulated amortization | $(70.8) | $(63.4) | | Intangible assets, net | $42.6 | $53.6 | - Intangible assets, net decreased from $53.6 million to $42.6 million at September 30, 2022, due to amortization[133] Expected Future Amortization Expense for Intangible Assets (in millions) | Year Ending December 31, | Intangible Assets | | :--- | :--- | | 2022 (remaining) | $3.8 | | 2023 | $14.9 | | 2024 | $10.6 | | 2025 | $8.2 | | 2026 | $3.8 | | Thereafter | $1.3 | | Total | $42.6 | Note 7. Goodwill This note outlines the carrying amount of goodwill and the company's impairment testing policy Goodwill Carrying Amounts (in millions) | Date | Balance | | :--- | :--- | | December 31, 2021 | $356.6 | | Effect of foreign currency translation | $(4.0) | | September 30, 2022 | $352.6 | - Goodwill decreased slightly to $352.6 million as of September 30, 2022, primarily due to foreign currency translation effects[135] - Goodwill is tested for impairment annually, and no impairment charges were recorded for the periods presented[135] Note 8. Debt This note details the company's debt obligations, including its revolving credit facility and convertible senior notes - Dropbox has a $500.0 million revolving credit facility, with $40.4 million in letters of credit outstanding and $459.6 million available borrowing capacity as of September 30, 2022[140] - The company has $1,389.1 million in aggregate principal amount of 0% convertible senior notes due in 2026 ($695.8 million) and 2028 ($693.3 million)[141][154] Convertible Senior Notes Carrying Value, Net (in millions) | Note Series | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | 2026 Notes | $688.3 | $686.7 | | 2028 Notes | $684.8 | $683.6 | | Total | $1,373.1 | $1,370.3 | - The company also entered into convertible note hedges and sold warrants to reduce potential dilution and effectively increase the overall conversion price[156][160][162] Note 9. Leases This note describes the company's lease arrangements for office space, datacenters, and equipment, including future payment obligations - Dropbox leases office space and datacenters under operating leases and infrastructure/office equipment under finance leases, with terms ranging from 1 to 14 years[164] Future Minimum Lease Payments (in millions) as of September 30, 2022 | Year Ending December 31, | Operating Leases | Finance Leases | | :--- | :--- | :--- | | 2022 (remaining) | $27.3 | $32.6 | | 2023 | $93.4 | $107.3 | | 2024 | $87.5 | $72.5 | | 2025 | $82.1 | $34.5 | | 2026 | $62.5 | $6.9 | | Thereafter | $471.0 | $— | | Total future minimum lease payments | $823.8 | $253.8 | - Impairment charges of $4.0 million (three months) and $12.7 million (nine months) were recorded in 2022 due to the Virtual First work model, impacting real estate assets[170] Note 10. Commitments and Contingencies This note outlines the company's legal proceedings, indemnification obligations, and other contingent liabilities - Dropbox is involved in ongoing California state court litigation alleging federal securities law violations related to its IPO, which was dismissed by the state court and affirmed on appeal[173][174] - The company provides indemnification to customers against intellectual property infringement claims, but the maximum potential amount is not determinable[175] Note 11. Accrued and Other Current Liabilities This note provides a breakdown of various accrued expenses and other current liabilities Accrued and Other Current Liabilities (in millions) | Category | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Non-income taxes payable | $72.1 | $77.4 | | Accrued legal and other external fees | $24.9 | $24.0 | | Other accrued and current liabilities | $40.2 | $39.4 | | Total | $137.2 | $140.8 | - Total accrued and other current liabilities decreased slightly from $140.8 million to $137.2 million at September 30, 2022[177] Note 12. Stockholders' Deficit This note details the company's multi-class stock structure, stock repurchase activities, and stock-based compensation - Dropbox has a multi-class common stock structure (Class A: 1 vote, Class B: 10 votes, Class C: 0 votes) and repurchased $171.4 million (7.7 million shares) and $621.1 million (27.6 million shares) of Class A common stock during the three and nine months ended September 30, 2022, respectively[179][183] Stock-Based Awards Activity (Nine Months Ended Sep 30, 2022) | Category | Shares Available for Issuance (millions) | Shares Outstanding (millions) | | :--- | :--- | :--- | | Balance at Dec 31, 2021 | 95.2 | 28.7 | | Additional shares authorized | 18.8 | — | | Options exercised & RSUs released | — | (10.9) | | Options & RSUs canceled | 5.5 | (5.5) | | Shares withheld for tax settlement | 3.9 | — | | Options & RSUs granted | (23.6) | 23.6 | | Balance as of Sep 30, 2022 | 99.8 | 35.9 | - Unamortized stock-based compensation related to unvested awards was $786.8 million as of September 30, 2022, with a weighted-average recognition period of approximately 2.9 years[188][190] Note 13. Net Income Per Share This note explains the calculation of basic and diluted net income per share, including potentially dilutive securities - Basic and diluted net income per share for Class A and Class B common stock are computed using the two-class method, reflecting equal sharing of net income and losses[200][201][202] Net Income Per Share (Unaudited) | Metric | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Basic Net Income Per Share | $0.23 | $0.62 | | Diluted Net Income Per Share | $0.23 | $0.61 | | Weighted-average shares used in computing basic EPS | 358.1 million | 364.2 million | | Weighted-average shares used in computing diluted EPS | 360.1 million | 366.5 million | - Potentially dilutive securities, totaling 106.0 million (three months) and 104.6 million (nine months) were anti-dilutive and excluded from diluted EPS calculations[206] Note 14. Income Taxes This note details the provision for income taxes, deferred tax assets and liabilities, and valuation allowances Provision for Income Taxes (in millions) | Period | Provision for Income Taxes | | :--- | :--- | | Three Months Ended Sep 30, 2022 | $15.0 | | Three Months Ended Sep 30, 2021 | $0.5 | | Nine Months Ended Sep 30, 2022 | $46.2 | | Nine Months Ended Sep 30, 2021 | $2.3 | - The provision for income taxes significantly increased in 2022, primarily due to the capitalization of research expenditures under TCJA and tax expense for the Irish subsidiary, which no longer has a valuation allowance[209][210][292][304] - Dropbox maintains valuation allowances on all U.S. deferred tax assets and a portion of foreign deferred tax assets, but anticipates a reasonable possibility of reversing a significant portion of the U.S. valuation allowance within the next twelve months[212][213] Note 15. Geographic Areas This note provides a breakdown of revenue and long-lived assets by geographic region Long-Lived Assets by Geographic Area (in millions) | Region | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | United States | $272.5 | $316.6 | | International | $8.6 | $5.4 | | Total | $281.1 | $322.0 | Revenue by Geographic Area (in millions) | Region | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | United States | $324.5 | $287.7 | $930.9 | $832.3 | | International | $266.5 | $262.5 | $795.2 | $760.1 | | Total revenue | $591.0 | $550.2 | $1,726.1 | $1,592.4 | - U.S. revenue increased by 12.8% (three months) and 11.8% (nine months) YoY, while international revenue saw a modest increase of 1.5% (three months) and 4.6% (nine months) YoY[220] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Dropbox's financial condition and results of operations, highlighting key business aspects, performance metrics, and a detailed comparison of financial results for the three and nine months ended September 30, 2022 and 2021 Overview This section provides a high-level description of Dropbox's business, platform, and market opportunity - Dropbox provides a content collaboration platform, serving over 700 million registered users across approximately 180 countries, with 17.55 million paying users[223][224] - The company's market opportunity has expanded from file syncing to team synchronization, focusing on making technology use less fragmented and distracting[224] Our Subscription Plans This section describes the various subscription plans offered by Dropbox for individuals and teams, including DocSend and HelloSign - Dropbox generates revenue from subscription fees for individuals and teams, with most customers opting for annual plans[225] - The company also offers DocSend for secure document sharing and analytics, and HelloSign (rebranded as Dropbox Sign) for e-signatures, with varying pricing models[227][228] Our Customers This section characterizes Dropbox's diverse customer base, ranging from individuals to large organizations - Dropbox's customer base is highly diversified, including individuals, families, teams, and organizations of all sizes across various industries, with no single customer accounting for more than 1% of revenue[230] Our Business Model This section outlines the company's strategy for user acquisition, conversion to paid plans, and expansion of existing customer relationships - Drive new signups: Efficiently acquires users through word-of-mouth and in-product referrals, leveraging free accounts to attract new users[231] - Increase conversion of registered users to paid subscription plans: Over 90% of revenue comes from self-serve channels, encouraged by in-product prompts, free trials, and marketing campaigns[232] - Upgrade and expand existing customers: Offers a range of paid plans and uses targeted campaigns to encourage upgrades and additional licenses, expanding content collaboration capabilities through acquisitions like HelloSign and DocSend[233] Update on COVID-19 and Current Economic Conditions This section discusses the impacts of the COVID-19 pandemic and broader macroeconomic factors on the company's financial condition - While no material impacts to financial condition were experienced from COVID-19 in the nine months ended September 30, 2022, macroeconomic events like rising inflation, interest rate hikes, supply chain disruptions, and currency fluctuations introduce economic uncertainty[234] - The shift to a Virtual First work model has led to cost savings in areas like events, travel, and utilities, which may continue beyond the pandemic[236] Virtual First This section details the company's Virtual First work model and its financial implications, particularly for real estate assets - Dropbox adopted a Virtual First work model in October 2020, making remote work primary for employees, while retaining some office space for collaboration (Dropbox Studios) and subleasing the remainder[238] - Impairment charges of $12.7 million (nine months ended Sep 30, 2022) and $17.3 million (nine months ended Sep 30, 2021) were recorded related to real estate assets due to the Virtual First strategy[238] Key Business Metrics This section presents key performance indicators such as annual recurring revenue, paying users, and average revenue per paying user Total Annual Recurring Revenue (Total ARR) (in millions) | Metric | Sep 30, 2022 | Dec 31, 2021 | Sep 30, 2021 | | :--- | :--- | :--- | :--- | | Total ARR | $2,431 | $2,261 | $2,218 | | Total ARR (Constant Currency) | $2,431 | $2,250 | $2,207 | Paying Users (in millions) | Metric | Sep 30, 2022 | Dec 31, 2021 | Sep 30, 2021 | | :--- | :--- | :--- | :--- | | Paying users | 17.55 | 16.79 | 16.49 | Average Revenue Per Paying User (ARPU) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | ARPU | $134.31 | $133.79 | $134.41 | $133.19 | - Total ARR increased due to price increases for Dropbox Standard and Advanced plans, combined with an increase in paying users and a shift towards higher-priced subscription plans, partially offset by unfavorable foreign exchange rates[242] Non-GAAP Financial Measure This section defines and reconciles Free Cash Flow, a key non-GAAP liquidity measure - Free Cash Flow (FCF) is defined as GAAP net cash provided by operating activities less capital expenditures, serving as a liquidity measure[256] Free Cash Flow (FCF) Reconciliation (in millions) | Metric | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $602.7 | $567.1 | | Capital expenditures | $(20.9) | $(20.8) | | Free cash flow | $581.8 | $546.3 | - FCF increased for the nine months ended September 30, 2022, primarily due to increased cash from operating activities driven by subscription sales and operating efficiencies[257] Components of Our Results of Operations This section explains the primary drivers of revenue, cost of revenue, and operating expenses - Revenue is primarily from subscription fees, recognized ratably over the contract term, with over 90% from self-serve channels[261][262][263] - Cost of revenue includes infrastructure costs (depreciation, rent, network, bandwidth) and employee-related costs for support, expected to increase in absolute dollars[264][265] - Operating expenses include R&D (employee-related, allocated overhead), Sales & Marketing (employee-related, brand marketing, commissions), and G&A (employee-related, legal, finance, professional fees) components[267][269][272] Results of Operations This section provides a detailed comparison and analysis of the company's financial performance for the reported periods Key Financial Results (in millions) | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $591.0 | $550.2 | $1,726.1 | $1,592.4 | | Gross Profit | $481.3 | $438.2 | $1,397.7 | $1,264.0 | | Income from Operations | $89.3 | $77.3 | $261.7 | $204.2 | | Net Income | $83.2 | $75.6 | $224.9 | $211.2 | | Total Stock-Based Compensation | $86.1 | $72.8 | $243.4 | $214.6 | | Impairment related to real estate assets | $4.0 | $— | $12.7 | $17.3 | - Revenue increased by 7.4% (3 months) and 8.4% (9 months) YoY, driven by increased paying users, higher-priced plans, and repricing, offset by unfavorable foreign exchange rates[282][294] - Research and development expenses increased significantly by 21.5% (3 months) and 17.9% (9 months) YoY, primarily due to higher employee-related costs and headcount[285][296] Liquidity and Capital Resources This section assesses the company's cash position, investment portfolio, debt, and cash flow activities - As of September 30, 2022, Dropbox had $372.0 million in cash and cash equivalents and $1,081.4 million in short-term investments, with $165.3 million of cash held by foreign subsidiaries[306] - The company issued $1.4 billion in 0% convertible senior notes (2026 and 2028) and has a $500.0 million revolving credit facility with $459.6 million available[306][307][309] - Net cash provided by operating activities: $602.7 million (9 months ended Sep 30, 2022), up from $567.1 million in 2021[311] - Net cash provided by investing activities: $56.6 million (9 months ended Sep 30, 2022), a significant shift from $(560.1) million used in 2021[312] - Net cash used in financing activities: $(807.7) million (9 months ended Sep 30, 2022), primarily due to $621.1 million in common stock repurchases[314][315] Critical Accounting Estimates This section highlights the accounting policies that require significant judgment and estimation - There have been no material changes to Dropbox's critical accounting policies and estimates since its Annual Report on Form 10-K for the year ended December 31, 2021[317] Recent Accounting Pronouncements This section discusses the adoption and expected impact of new accounting standards - Dropbox adopted ASU 2021-04 (Earnings Per Share) and ASU 2021-05 (Leases) on January 1, 2022, with no material impact on consolidated financial statements[102][103] - The company is evaluating ASU 2021-08 (Business Combinations) and does not expect ASU 2022-02 (Financial Instruments—Credit Losses) to have a significant impact[101] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses Dropbox's exposure to market risks, specifically interest rate risk and foreign currency exchange risk, and how these factors could impact its financial performance Interest Rate Risk This section analyzes the potential impact of interest rate fluctuations on the company's investment portfolio - Dropbox holds $372.0 million in cash and cash equivalents and $1,081.4 million in short-term investments, primarily in money market funds, corporate notes, and U.S. Treasury securities[321] - A hypothetical 100 basis point increase in interest rates would result in an estimated $16 million reduction in the market value of its investment portfolio[321] Foreign Currency Exchange Risk This section assesses the exposure to foreign currency exchange rate fluctuations and their effect on financial results - Dropbox's results are subject to fluctuations from foreign currency exchange rates, particularly USD-Euro and USD-British Pound Sterling, as 28% of sales were non-USD denominated in the nine months ended September 30, 2022[321] - The company recorded net foreign currency transaction gains of $4.0 million in the nine months ended September 30, 2022, compared to losses of $0.8 million in 2021, and does not currently engage in hedging activities[321] Item 4. Controls and Procedures This section details management's evaluation of Dropbox's disclosure controls and procedures, confirming their effectiveness, and addresses the inherent limitations of control systems - Management concluded that disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2022[323] - No material changes in internal control over financial reporting occurred during the period covered by this report[324] - Control systems, by their inherent limitations, can only provide reasonable assurance and may not prevent all errors or fraud due to factors like faulty judgment, simple errors, or circumvention by individuals[325] PART II. OTHER INFORMATION This part covers legal proceedings, detailed risk factors, equity security sales, and required exhibits and signatures Item 1. Legal Proceedings This section outlines Dropbox's involvement in legal proceedings, including intellectual property claims and other litigation, and emphasizes the unpredictable nature and potential adverse impacts of such matters - Dropbox is a party to various claims, lawsuits, and proceedings in the ordinary course of business, including alleged infringement of intellectual property rights[172][327] - Resolution of pending legal matters is not expected to have a material adverse impact on condensed consolidated results, cash flows, or financial position, but litigation outcomes are uncertain and can be costly[172][328] Item 1A. Risk Factors This comprehensive section details the significant risks that could materially harm Dropbox's business, operating results, and financial condition, categorized into business and operations, financial performance, legal and regulatory compliance, and stock ownership Risks Related to Our Business and Operations This section details risks concerning user acquisition and retention, data security, competition, and operational dependencies - Dependence on retaining and upgrading paying users; decline in renewals or upgrades could adversely affect future results[332] - Failure to attract new users or convert registered users to paying users could harm future growth[335] - Unauthorized access to data or user content, including security breaches, could damage business and lead to liability[339] - Uncertain long-term impact of the Virtual First workforce model on financial results and business operations[348] - Operating in competitive markets requires continuous effective competition[352] - Reliance on interoperability of platform across devices, operating systems, and third-party applications not controlled by the company[358] - Significant disruption of service or loss of content could harm the business[362] - Decline in demand for the platform or content collaboration solutions generally could negatively impact the business[366] - Failure to respond to rapid technological changes or develop new features may harm competitive ability[370] - Full extent of COVID-19 pandemic impacts on financial results and business operations is unknown[373] - Challenges in managing growth or planning for future growth[375] - Dependence on key personnel and highly qualified personnel; failure to attract, integrate, and retain them could harm the business[378] - Lack of a significant outbound sales force may limit potential business growth[382] - Expansion of sales to large organizations could lengthen sales cycles and result in greater deployment challenges[384] - Failure to offer high-quality customer support may harm relationships with users and financial results[385] - Dependence on a strong brand; inability to maintain and enhance it will impair user expansion[386] - Expansion of operations outside the United States subjects the company to increased business and economic risks[388] - Dependence on infrastructure and third-party datacenters; any disruption or failure to renew services could adversely affect business[393] - Reliance on third parties to provide, develop, and create applications that integrate with the platform; inability to continue these relationships could harm business[399] - Use of open source software could negatively affect ability to offer and sell subscriptions and subject to litigation[403] - Real or perceived material defects or errors in the platform could harm ability to sell subscriptions[405] - Acquisitions of other businesses, or offers to be acquired, could require significant management attention, disrupt business, or dilute stockholder value[409] - Business may be significantly impacted by changes in general economic, political, and market conditions[417] - Current and future indebtedness may limit operating flexibility or otherwise affect business[419] - Operations may be interrupted and business, results of operations, and financial condition could be adversely affected if default on leasing or credit obligations[424] Risks Related to Our Financial Performance or Results This section outlines risks associated with revenue growth, profitability, debt obligations, and financial reporting volatility - Revenue growth rate has declined and may continue to slow in the future[428] - History of net losses; may increase expenses and may not achieve or maintain profitability[430] - Servicing 2026 and 2028 Notes may require significant cash, which may not be sufficient[431] - Quarterly results may fluctuate significantly and may not fully reflect underlying business performance[433] - Results of operations may not immediately reflect downturns or upturns in sales due to revenue recognition over subscription terms[436] - Results of operations, reported in U.S. dollars, could be adversely affected by substantial currency exchange rate fluctuations[438] - Subject to counterparty risk with respect to convertible note hedge transactions[441] - Ability to use net operating loss carryforwards and certain other tax attributes may be limited[442] - Operating results may be harmed if required to collect sales or other related taxes in jurisdictions where not historically done so[443] - Results of operations and financial condition could be materially affected by legislation implementing changes in U.S. or foreign taxation of international business activities or other tax reform policies[445] - Publicly disclosed market opportunity estimates, growth forecasts, and key metrics could prove inaccurate, harming reputation and business[449] Risks Related to Legal and Regulatory Compliance This section covers risks arising from various U.S. and international laws, data protection, intellectual property, and litigation - Subject to various U.S. and international laws (copyright, child protection, consumer protection, anti-corruption) that could lead to claims, increased costs, or harm to business[452] - Subject to export and import control laws and regulations that could impair international competition or subject to liability for violations[458] - Actual or perceived failure to comply with privacy, data protection, and information security laws, regulations, and obligations could harm business[461] - Business could be adversely impacted by changes in internet access for users or laws specifically governing the internet[471] - Currently, and may be in the future, party to intellectual property rights claims and other litigation matters, which if resolved adversely, could significantly impact business[473] - Failure to protect intellectual property rights and proprietary information could diminish brand and other intangible assets[476] Risks Related to Ownership of Our Class A Common Stock This section addresses risks concerning stock price volatility, voting control, future stock sales, and corporate governance - The trading price of Class A common stock may be volatile, leading to potential loss of investment[478] - Multi-class common stock structure concentrates voting control with pre-IPO stockholders, potentially depressing Class A common stock trading price[482] - Substantial future sales could depress the market price of Class A common stock[489] - Transactions related to 2026 and 2028 Notes may dilute ownership interest or depress common stock price[490] - Delaware law and provisions in organizational documents could make a merger, tender offer, or proxy contest difficult, depressing Class A common stock market price[492] - Amended and restated bylaws designate Delaware courts as exclusive forum for disputes, limiting stockholders' choice of judicial forum[497] - Stock repurchase program may not be fully implemented or enhance long-term stockholder value[503] - No intention to pay dividends for the foreseeable future; stockholders must rely on stock appreciation for gains[505] General Risk Factors This section includes broad risks such as catastrophic events, tax liabilities, internal control deficiencies, and capital needs - Business could be disrupted by catastrophic events (e.g., natural disasters, pandemics, cyber-attacks)[506] - Exposure to greater than anticipated tax liabilities could adversely impact results of operations[510] - Failure to maintain an effective system of disclosure controls and internal control over financial reporting could impair ability to produce timely and accurate financial statements[512] - Reported results of operations may be adversely affected by changes in accounting principles generally accepted in the United States[518] - May need additional capital, and financing may not be available on favorable terms or at all[519] - Class A common stock market price and trading volume could decline if securities or industry analysts do not publish research or publish inaccurate or unfavorable research[520] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section provides details on Dropbox's repurchases of Class A common stock during the quarter ended September 30, 2022, under its publicly announced repurchase programs Issuer Purchases of Equity Securities (Quarter Ended Sep 30, 2022) | Period | Total Shares Purchased (millions) | Average Price Paid per Share | Total Shares Purchased (Public Programs, millions) | Approximate Dollar Value Remaining (millions) | | :--- | :--- | :--- | :--- | :--- | | July 1 - 31 | 2.36 | $22.31 | 2.36 | $1,041.05 | | August 1 - 31 | 2.59 | $23.34 | 2.51 | $982.58 | | September 1 - 30 | 2.84 | $21.31 | 2.84 | $922.13 | | Total | 7.79 | $22.28 | 7.71 | | - Dropbox repurchased 7.79 million shares of Class A common stock for an average price of $22.28 per share during the quarter, with approximately $922.13 million remaining under the repurchase program as of September 30, 2022[524] Item 6. Exhibits This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including certifications from executive officers and financial statements formatted in Inline XBRL - Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a) and 18 U.S.C. Section 1350[530] - Financial statements formatted in Inline XBRL, including Condensed Consolidated Balance Sheets, Statements of Operations, Comprehensive Income, Cash Flows, and Stockholders' Deficit, along with Notes[530] - Cover Page Interactive Data File (formatted as inline XBRL)[530] Signatures This section contains the official signatures of Dropbox, Inc.'s Chief Executive Officer and Chief Financial Officer, certifying the filing of the Quarterly Report on Form 10-Q - The report is signed by Andrew W. Houston (Chief Executive Officer) and Timothy J. Regan (Chief Financial Officer) on November 4, 2022[533]