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Delaware
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26-0138832
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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Smaller reporting company
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¨
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(Do not check if a smaller reporting company)
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Emerging growth company
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¨
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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•
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our ability to retain and upgrade paying users;
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•
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our ability to attract new users or convert registered users to paying users;
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•
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our future financial performance, including trends in revenue, costs of revenue, gross profit or gross margin, operating expenses, paying users, and free cash flow;
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•
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our ability to achieve or maintain profitability;
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•
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the demand for our platform or for content collaboration solutions in general;
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•
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possible harm caused by significant disruption of service or loss or unauthorized access to users’ content;
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•
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our ability to effectively integrate our platform with others;
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•
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our ability to compete successfully in competitive markets;
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•
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our ability to respond to rapid technological changes;
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•
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our expectations and management of future growth;
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•
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our ability to grow due to our lack of a significant outbound sales force;
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•
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our ability to attract large organizations as users;
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•
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our ability to offer high-quality customer support;
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•
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our ability to manage our international expansion;
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•
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our ability to attract and retain key personnel and highly qualified personnel;
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•
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our ability to protect our brand;
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•
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our ability to prevent serious errors or defects in our platform;
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•
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our ability to maintain, protect, and enhance our intellectual property; and
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•
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our ability to successfully identify, acquire, and integrate companies and assets.
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As of
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||||||
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June 30, 2018
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December 31, 2017
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||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
504.1
|
|
|
$
|
430.0
|
|
Short-term investments
|
477.7
|
|
|
—
|
|
||
Trade and other receivables, net
|
31.2
|
|
|
29.3
|
|
||
Prepaid expenses and other current assets
|
86.8
|
|
|
58.8
|
|
||
Total current assets
|
1,099.8
|
|
|
518.1
|
|
||
Property and equipment, net
|
330.8
|
|
|
341.9
|
|
||
Intangible assets, net
|
16.3
|
|
|
17.0
|
|
||
Goodwill
|
97.8
|
|
|
98.9
|
|
||
Other assets
|
57.7
|
|
|
44.0
|
|
||
Total assets
|
$
|
1,602.4
|
|
|
$
|
1,019.9
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
24.0
|
|
|
$
|
31.9
|
|
Accrued and other current liabilities
|
172.3
|
|
|
129.8
|
|
||
Accrued compensation and benefits
|
45.1
|
|
|
56.1
|
|
||
Capital lease obligation
(1)
|
87.1
|
|
|
102.7
|
|
||
Deferred revenue
|
464.8
|
|
|
417.9
|
|
||
Total current liabilities
|
793.3
|
|
|
738.4
|
|
||
Capital lease obligation, non-current
(1)
|
73.1
|
|
|
71.6
|
|
||
Deferred rent, non-current
|
73.6
|
|
|
69.8
|
|
||
Other non-current liabilities
|
31.5
|
|
|
37.2
|
|
||
Total liabilities
|
971.5
|
|
|
917.0
|
|
||
Commitments and contingencies (Note 7)
|
|
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|
||||
Stockholders’ equity:
|
|
|
|
||||
Convertible preferred stock
|
—
|
|
|
615.3
|
|
||
Preferred stock
|
—
|
|
|
—
|
|
||
Common stock
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
2,248.4
|
|
|
533.1
|
|
||
Accumulated deficit
|
(1,619.4
|
)
|
|
(1,049.7
|
)
|
||
Accumulated other comprehensive income
|
1.9
|
|
|
4.2
|
|
||
Total stockholders’ equity
|
630.9
|
|
|
102.9
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,602.4
|
|
|
$
|
1,019.9
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue
|
$
|
339.2
|
|
|
$
|
266.7
|
|
|
$
|
655.5
|
|
|
$
|
514.6
|
|
Cost of revenue
(1)
|
89.5
|
|
|
92.2
|
|
|
210.1
|
|
|
185.7
|
|
||||
Gross profit
|
249.7
|
|
|
174.5
|
|
|
445.4
|
|
|
328.9
|
|
||||
Operating expenses
(1)
:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
119.7
|
|
|
89.8
|
|
|
498.2
|
|
|
179.1
|
|
||||
Sales and marketing
|
87.4
|
|
|
69.2
|
|
|
244.4
|
|
|
136.4
|
|
||||
General and administrative
(2)
|
49.8
|
|
|
42.2
|
|
|
175.9
|
|
|
73.5
|
|
||||
Total operating expenses
|
256.9
|
|
|
201.2
|
|
|
918.5
|
|
|
389.0
|
|
||||
Loss from operations
|
(7.2
|
)
|
|
(26.7
|
)
|
|
(473.1
|
)
|
|
(60.1
|
)
|
||||
Interest income (expense), net
|
2.0
|
|
|
(3.0
|
)
|
|
0.8
|
|
|
(7.2
|
)
|
||||
Other income, net
|
2.2
|
|
|
3.3
|
|
|
5.6
|
|
|
8.1
|
|
||||
Loss before income taxes
|
(3.0
|
)
|
|
(26.4
|
)
|
|
(466.7
|
)
|
|
(59.2
|
)
|
||||
Provision for income taxes
|
(1.1
|
)
|
|
(0.4
|
)
|
|
(2.9
|
)
|
|
(0.7
|
)
|
||||
Net loss
|
$
|
(4.1
|
)
|
|
$
|
(26.8
|
)
|
|
$
|
(469.6
|
)
|
|
$
|
(59.9
|
)
|
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(0.01
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(1.51
|
)
|
|
$
|
(0.31
|
)
|
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
401.3
|
|
|
195.4
|
|
|
310.5
|
|
|
194.5
|
|
(1)
|
Includes stock-based compensation as follows (in millions):
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Cost of revenue
|
$
|
2.9
|
|
|
$
|
3.3
|
|
|
$
|
40.7
|
|
|
$
|
6.4
|
|
Research and development
|
27.9
|
|
|
21.7
|
|
|
310.8
|
|
|
43.5
|
|
||||
Sales and marketing
|
7.9
|
|
|
7.7
|
|
|
80.3
|
|
|
15.4
|
|
||||
General and administrative
|
16.4
|
|
|
6.0
|
|
|
109.8
|
|
|
12.2
|
|
(2)
|
General and administrative expense for the
three and six months ended June 30, 2017
includes
$9.4 million
related to a non-cash charitable contribution of common stock to the Dropbox Charitable Foundation, which is a related party of the Company. The Company made additional cash contributions to the Foundation of
$0.2 million
and
$0.4 million
during the
three and six months ended June 30, 2017
, respectively. See Note 12 for further details.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net loss
|
$
|
(4.1
|
)
|
|
$
|
(26.8
|
)
|
|
$
|
(469.6
|
)
|
|
$
|
(59.9
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Change in foreign currency translation adjustments
|
(3.6
|
)
|
|
1.1
|
|
|
(2.1
|
)
|
|
3.6
|
|
||||
Change in net unrealized losses on short-term investments
|
(0.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
||||
Total other comprehensive income (loss), net of tax
|
$
|
(3.7
|
)
|
|
$
|
1.1
|
|
|
$
|
(2.3
|
)
|
|
$
|
3.6
|
|
Comprehensive loss
|
$
|
(7.8
|
)
|
|
$
|
(25.7
|
)
|
|
$
|
(471.9
|
)
|
|
$
|
(56.3
|
)
|
|
Six months ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash flow from operating activities
|
|
|
|
||||
Net loss
|
$
|
(469.6
|
)
|
|
$
|
(59.9
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
75.9
|
|
|
94.4
|
|
||
Stock-based compensation
|
541.6
|
|
|
77.5
|
|
||
Amortization of deferred commissions
|
5.3
|
|
|
2.6
|
|
||
Donation of common stock to charitable foundation
|
—
|
|
|
9.4
|
|
||
Other
|
(1.1
|
)
|
|
(0.9
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Trade and other receivables, net
|
(1.9
|
)
|
|
(9.1
|
)
|
||
Prepaid expenses and other current assets
|
(33.9
|
)
|
|
2.4
|
|
||
Other assets
|
(17.5
|
)
|
|
(2.1
|
)
|
||
Accounts payable
|
(8.5
|
)
|
|
2.6
|
|
||
Accrued and other current liabilities
|
44.5
|
|
|
11.8
|
|
||
Accrued compensation and benefits
|
(10.9
|
)
|
|
(6.6
|
)
|
||
Deferred revenue
|
46.4
|
|
|
32.2
|
|
||
Non-current liabilities
|
3.4
|
|
|
(6.6
|
)
|
||
Net cash provided by operating activities
|
173.7
|
|
|
147.7
|
|
||
Cash flow from investing activities
|
|
|
|
||||
Capital expenditures
|
(19.6
|
)
|
|
(8.8
|
)
|
||
Purchases of intangible assets
|
(2.5
|
)
|
|
(0.8
|
)
|
||
Cash received from equipment rebates
|
0.9
|
|
|
1.9
|
|
||
Purchases of short-term investments
|
(495.9
|
)
|
|
—
|
|
||
Proceeds from maturities of short-term investments
|
16.4
|
|
|
—
|
|
||
Proceeds from sales of short-term investments
|
3.1
|
|
|
—
|
|
||
Net cash used in investing activities
|
(497.6
|
)
|
|
(7.7
|
)
|
||
Cash flow from financing activities
|
|
|
|
||||
Proceeds from initial public offering and private placement, net of underwriters' discounts and commissions
|
746.6
|
|
|
—
|
|
||
Payments of deferred offering costs
|
(3.4
|
)
|
|
—
|
|
||
Shares repurchased for tax withholdings on release of restricted stock
|
(282.4
|
)
|
|
(24.0
|
)
|
||
Principal payments against capital lease obligations
(1)
|
(58.3
|
)
|
|
(69.3
|
)
|
||
Other
|
(3.1
|
)
|
|
(5.1
|
)
|
||
Net cash provided by (used in) financing activities
|
399.4
|
|
|
(98.4
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1.4
|
)
|
|
1.4
|
|
||
Change in cash and cash equivalents
|
74.1
|
|
|
43.0
|
|
||
Cash and cash equivalents—beginning of period
|
430.0
|
|
|
352.7
|
|
||
Cash and cash equivalents—end of period
|
$
|
504.1
|
|
|
$
|
395.7
|
|
|
|
|
|
||||
Supplemental cash flow data:
|
|
|
|
||||
Property and equipment acquired under capital leases
|
$
|
44.2
|
|
|
$
|
15.4
|
|
(1)
|
Includes amounts attributable to related party transactions. See Note 12 for further details.
|
Note 1.
|
Description of the Business and Summary of Significant Accounting Policies
|
•
|
Identification of the contract, or contracts, with a customer
|
•
|
Identification of the performance obligations in the contract
|
•
|
Determination of the transaction price
|
•
|
Allocation of the transaction price to the performance obligations in the contract
|
•
|
Recognition of revenue when, or as, the Company satisfies a performance obligation
|
•
|
One-tier RSUs, which have a service-based vesting condition over a
four
year period. These awards typically have a cliff vesting period of
one
year and continue to vest quarterly thereafter. The Company began granting one-tier RSUs under its 2008 Plan in August 2015 and it continues to grant one-tier RSUs under its 2018 Plan. The Company recognizes compensation expense associated with one-tier RSUs ratably on a straight-line basis over the requisite service period and accounts for forfeitures in the period in which they occur.
|
•
|
Two-tier RSUs, which have both a service-based vesting condition and a Performance Vesting Condition. The service-based vesting period for these awards is typically
four
years with a cliff vesting period of
one
year and continue to vest monthly thereafter. Upon satisfaction of the Performance Vesting Condition, these awards vest quarterly. The Performance Vesting Condition is satisfied on the earlier of (i) an acquisition or change in control of the Company or (ii) the earlier of (a) six months after the Company’s initial public offering or (b) March 15 of the year following the Company’s initial public offering. During the first quarter of 2018, the Company's Board of Directors approved the acceleration of the Performance Vesting Condition for which the service condition was satisfied, to occur upon the effectiveness of the registration statement related to the Company's IPO. Prior to August 2015, the Company granted two-tier RSUs under the 2008 Plan. The last grant date for two-tier RSUs was
|
Property and equipment
|
|
Useful life
|
Buildings
|
|
20 to 30 years
|
Datacenter and other computer equipment
|
|
3 to 5 years
|
Office equipment and other
|
|
3 to 7 years
|
Leasehold improvements
|
|
Lesser of estimated useful life or remaining lease term
|
Note 2.
|
Cash, Cash Equivalents and Short-Term Investments
|
|
As of June 30, 2018
|
||||||||||||||
|
Amortized Cost
|
|
Unrealized Gain
|
|
Unrealized Loss
|
|
Estimated Fair Value
|
||||||||
Cash
|
$
|
110.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
110.8
|
|
Cash equivalents
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
344.3
|
|
|
—
|
|
|
—
|
|
|
344.3
|
|
||||
Commercial paper
|
45.5
|
|
|
—
|
|
|
—
|
|
|
45.5
|
|
||||
Certificates of deposit
|
3.5
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
||||
Total cash and cash equivalents
|
$
|
504.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
504.1
|
|
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Corporate notes and obligations
|
192.2
|
|
|
—
|
|
|
(0.2
|
)
|
|
192.0
|
|
||||
U.S. Treasury securities
|
165.5
|
|
|
—
|
|
|
—
|
|
|
165.5
|
|
||||
Certificates of deposit
|
53.5
|
|
|
—
|
|
|
—
|
|
|
53.5
|
|
||||
U.S. agency obligations
|
39.1
|
|
|
—
|
|
|
—
|
|
|
39.1
|
|
||||
Commercial paper
|
27.6
|
|
|
—
|
|
|
—
|
|
|
27.6
|
|
||||
Total short-term investments
|
477.9
|
|
|
—
|
|
|
(0.2
|
)
|
|
477.7
|
|
||||
Total
|
$
|
982.0
|
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
981.8
|
|
|
As of June 30, 2018
|
||||||
|
Amortized Cost
|
|
Estimated Fair Value
|
||||
Due within one year
|
$
|
298.4
|
|
|
$
|
298.3
|
|
Due between one to three years
|
179.5
|
|
|
179.4
|
|
||
Total
|
$
|
477.9
|
|
|
$
|
477.7
|
|
Note 3.
|
Fair Value Measurements
|
|
As of June 30, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
344.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
344.3
|
|
Commercial paper
|
—
|
|
|
45.5
|
|
|
—
|
|
|
45.5
|
|
||||
Certificates of deposit
|
—
|
|
|
3.5
|
|
|
—
|
|
|
3.5
|
|
||||
Total cash equivalents
|
$
|
344.3
|
|
|
$
|
49.0
|
|
|
$
|
—
|
|
|
$
|
393.3
|
|
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Corporate notes and obligations
|
$
|
—
|
|
|
$
|
192.0
|
|
|
$
|
—
|
|
|
$
|
192.0
|
|
U.S. Treasury securities
|
—
|
|
|
165.5
|
|
|
—
|
|
|
165.5
|
|
||||
Certificates of deposit
|
—
|
|
|
53.5
|
|
|
—
|
|
|
53.5
|
|
||||
U.S. agency obligations
|
—
|
|
|
39.1
|
|
|
—
|
|
|
39.1
|
|
||||
Commercial paper
|
—
|
|
|
27.6
|
|
|
—
|
|
|
27.6
|
|
||||
Total short-term investments
|
$
|
—
|
|
|
$
|
477.7
|
|
|
$
|
—
|
|
|
$
|
477.7
|
|
Total cash equivalents and short-term investments
|
$
|
344.3
|
|
|
$
|
526.7
|
|
|
$
|
—
|
|
|
$
|
871.0
|
|
Note 4.
|
Property and Equipment, Net
|
|
As of
|
||||||
|
June 30, 2018
|
|
December 31, 2017
|
||||
Building
|
$
|
36.6
|
|
|
$
|
36.6
|
|
Datacenter and other computer equipment
|
711.7
|
|
|
663.1
|
|
||
Furniture and fixtures
|
25.2
|
|
|
21.2
|
|
||
Leasehold improvements
|
130.1
|
|
|
118.6
|
|
||
Construction in process
|
2.6
|
|
|
7.2
|
|
||
Total property and equipment
|
906.2
|
|
|
846.7
|
|
||
Accumulated depreciation and amortization
|
(575.4
|
)
|
|
(504.8
|
)
|
||
Property and equipment, net
|
$
|
330.8
|
|
|
$
|
341.9
|
|
Note 5.
|
Goodwill
|
Note 6.
|
Revolving Credit Facility
|
Note 7.
|
Commitments and Contingencies
|
|
Capital
lease
commitments
|
|
Operating
lease
commitments
(1)
|
|
Other
commitments
|
||||||
Remainder of 2018
|
$
|
53.1
|
|
|
$
|
49.1
|
|
|
$
|
37.4
|
|
2019
|
66.9
|
|
|
94.3
|
|
|
58.5
|
|
|||
2020
|
30.4
|
|
|
102.1
|
|
|
35.8
|
|
|||
2021
|
15.4
|
|
|
94.6
|
|
|
1.8
|
|
|||
2022
|
5.2
|
|
|
87.8
|
|
|
—
|
|
|||
Thereafter
|
0.4
|
|
|
710.6
|
|
|
0.3
|
|
|||
Future minimum payments
|
171.4
|
|
|
$
|
1,138.5
|
|
|
$
|
133.8
|
|
|
Less interest and taxes
|
(11.2
|
)
|
|
|
|
|
|||||
Less current portion of the present value of minimum lease payments
|
(87.1
|
)
|
|
|
|
|
|||||
Capital lease obligations, net of current portion
|
$
|
73.1
|
|
|
|
|
|
(1)
|
Consists of future non-cancelable minimum rental payments under operating leases for the Company’s offices and datacenters, excluding rent payments from the Company’s sub-tenants, variable operating expenses, and tenant improvement reimbursements. Non-cancelable rent payments from the Company’s sub-tenants as of
June 30, 2018
, are expected to be
$57.1 million
through 2023.
|
Note 8.
|
Accrued and Other Current Liabilities
|
|
As of
|
||||||
|
June 30, 2018
|
|
December 31, 2017
|
||||
Non-income taxes payable
|
$
|
73.7
|
|
|
$
|
69.7
|
|
Deferred rent
|
50.1
|
|
|
14.6
|
|
||
Accrued legal and other external fees
|
25.2
|
|
|
21.3
|
|
||
Financing obligations, current
|
7.6
|
|
|
9.7
|
|
||
Accrued infrastructure costs
|
5.4
|
|
|
2.6
|
|
||
Accrued property and equipment purchases
|
1.7
|
|
|
1.8
|
|
||
Income taxes payable
|
1.0
|
|
|
0.4
|
|
||
Other accrued and current liabilities
|
7.6
|
|
|
9.7
|
|
||
Total accrued and other current liabilities
|
$
|
172.3
|
|
|
$
|
129.8
|
|
Note 9.
|
Stockholders’ Equity
|
|
|
|
Options outstanding
|
|
Restricted stock
outstanding
|
|||||||||||||
|
Number of
shares
available for
issuance
under the
Plans
|
|
Number of
shares
outstanding
under the
Plans
|
|
Weighted-
average
exercise
price
per share
|
|
Weighted-
average
remaining
contractual
term
(In years)
|
|
Number of
shares
outstanding under the Plans
|
|
Weighted-
average
grant date
fair value
per share
|
|||||||
Balance at December 31, 2017
|
9.0
|
|
|
5.0
|
|
|
$
|
10.52
|
|
|
5.5
|
|
54.9
|
|
|
$
|
15.60
|
|
Reserved for issuance under the 2018 Plan
|
41.4
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||
Additional shares authorized
|
1.3
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||
Options exercised and RSUs released
|
—
|
|
|
(0.2
|
)
|
|
6.76
|
|
|
|
|
(33.7
|
)
|
|
15.07
|
|
||
Options and RSUs canceled
|
2.4
|
|
|
—
|
|
|
—
|
|
|
|
|
(2.4
|
)
|
|
17.03
|
|
||
Shares repurchased for tax withholdings on release of restricted stock
|
12.9
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||
Restricted stock granted
|
(11.6
|
)
|
|
—
|
|
|
|
|
|
|
11.6
|
|
|
17.88
|
|
|||
Balance at June 30, 2018
|
55.4
|
|
|
4.8
|
|
|
$
|
10.62
|
|
|
2.2
|
|
30.4
|
|
|
$
|
16.98
|
|
Vested at June 30, 2018
|
|
|
4.7
|
|
|
$
|
10.41
|
|
|
2.2
|
|
—
|
|
|
$
|
—
|
|
|
Unvested at June 30, 2018
|
|
|
0.1
|
|
|
$
|
24.76
|
|
|
|
|
30.4
|
|
|
$
|
16.98
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Intrinsic value of options exercised
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
1.0
|
|
Note 10.
|
Net Loss Per Share
|
|
Three months ended June 30,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to common stockholders
|
$
|
(0.8
|
)
|
|
$
|
(3.3
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
(26.0
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of common shares outstanding used in computing basic and diluted net loss per common share
|
78.6
|
|
|
322.7
|
|
|
6.0
|
|
|
189.4
|
|
||||
Net loss per common share, basic and diluted
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.14
|
)
|
|
Six months ended June 30,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to common stockholders
|
$
|
(70.6
|
)
|
|
$
|
(399.0
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(58.1
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of common shares outstanding used in computing basic and diluted net loss per common share
|
46.7
|
|
|
263.8
|
|
|
5.7
|
|
|
188.8
|
|
||||
Net loss per common share, basic and diluted
|
$
|
(1.51
|
)
|
|
$
|
(1.51
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
(0.31
|
)
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Convertible preferred stock
|
—
|
|
|
147.6
|
|
|
—
|
|
|
147.6
|
|
Restricted stock units
|
32.1
|
|
|
53.5
|
|
|
42.8
|
|
|
51.3
|
|
Options to purchase shares of common stock
|
4.8
|
|
|
5.1
|
|
|
4.9
|
|
|
5.2
|
|
Co-Founder Grants
|
14.7
|
|
|
—
|
|
|
14.7
|
|
|
—
|
|
Shares subject to repurchase from early-exercised options and unvested restricted stock
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.3
|
|
Total
|
51.6
|
|
|
206.4
|
|
|
62.4
|
|
|
204.4
|
|
Note 11.
|
Income Taxes
|
Note 12.
|
Related Party Transactions
|
Note 13.
|
Geographic Areas
|
|
As of
|
||||||
|
June 30, 2018
|
|
December 31, 2017
|
||||
United States
|
$
|
311.8
|
|
|
$
|
323.7
|
|
International
(1)
|
19.0
|
|
|
18.2
|
|
||
Total property and equipment, net
|
$
|
330.8
|
|
|
$
|
341.9
|
|
(1)
|
No single country other than the United States had a property and equipment balance greater than 10% of total property and equipment, net, as of
June 30, 2018
and
December 31, 2017
.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
United States
|
$
|
172.4
|
|
|
$
|
141.8
|
|
|
$
|
334.0
|
|
|
$
|
271.7
|
|
International
(1)
|
166.8
|
|
|
124.9
|
|
|
321.5
|
|
|
242.9
|
|
||||
Total revenue
|
$
|
339.2
|
|
|
$
|
266.7
|
|
|
$
|
655.5
|
|
|
$
|
514.6
|
|
(1)
|
No single country outside of the United States accounted for more than 10% of total revenue during the
three and six months ended June 30, 2018
and
2017
.
|
|
As of
|
|
As of
|
|
As of
|
|||
|
June 30, 2018
|
|
December 31, 2017
|
|
June 30, 2017
|
|||
|
(In millions)
|
|||||||
Paying users
|
11.9
|
|
|
11.0
|
|
|
9.9
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
ARPU
|
$
|
116.66
|
|
|
$
|
111.19
|
|
|
$
|
115.80
|
|
|
$
|
110.98
|
|
|
Six months ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Net cash provided by operating activities
|
$
|
173.7
|
|
|
$
|
147.7
|
|
Capital expenditures
|
(19.6
|
)
|
|
(8.8
|
)
|
||
Free cash flow
|
$
|
154.1
|
|
|
$
|
138.9
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(In millions)
|
||||||||||||||
Revenue
|
$
|
339.2
|
|
|
$
|
266.7
|
|
|
$
|
655.5
|
|
|
$
|
514.6
|
|
Cost of revenue
(1)
|
89.5
|
|
|
92.2
|
|
|
210.1
|
|
|
185.7
|
|
||||
Gross profit
|
249.7
|
|
|
174.5
|
|
|
445.4
|
|
|
328.9
|
|
||||
Operating expenses:
(1)
|
|
|
|
|
|
|
|
||||||||
Research and development
|
119.7
|
|
|
89.8
|
|
|
498.2
|
|
|
179.1
|
|
||||
Sales and marketing
|
87.4
|
|
|
69.2
|
|
|
244.4
|
|
|
136.4
|
|
||||
General and administrative
(2)
|
49.8
|
|
|
42.2
|
|
|
175.9
|
|
|
73.5
|
|
||||
Total operating expenses
|
256.9
|
|
|
201.2
|
|
|
918.5
|
|
|
389.0
|
|
||||
Loss from operations
|
(7.2
|
)
|
|
(26.7
|
)
|
|
(473.1
|
)
|
|
(60.1
|
)
|
||||
Interest income (expense), net
|
2.0
|
|
|
(3.0
|
)
|
|
0.8
|
|
|
(7.2
|
)
|
||||
Other income, net
|
2.2
|
|
|
3.3
|
|
|
5.6
|
|
|
8.1
|
|
||||
Loss before income taxes
|
(3.0
|
)
|
|
(26.4
|
)
|
|
(466.7
|
)
|
|
(59.2
|
)
|
||||
Provision for income taxes
|
(1.1
|
)
|
|
(0.4
|
)
|
|
(2.9
|
)
|
|
(0.7
|
)
|
||||
Net loss
|
$
|
(4.1
|
)
|
|
$
|
(26.8
|
)
|
|
$
|
(469.6
|
)
|
|
$
|
(59.9
|
)
|
(1)
|
Includes stock-based compensation as follows:
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(In millions)
|
||||||||||||||
Cost of revenue
|
$
|
2.9
|
|
|
$
|
3.3
|
|
|
$
|
40.7
|
|
|
$
|
6.4
|
|
Research and development
|
27.9
|
|
|
21.7
|
|
|
310.8
|
|
|
43.5
|
|
||||
Sales and marketing
|
7.9
|
|
|
7.7
|
|
|
80.3
|
|
|
15.4
|
|
||||
General and administrative
|
16.4
|
|
|
6.0
|
|
|
109.8
|
|
|
12.2
|
|
||||
Total stock-based compensation
|
$
|
55.1
|
|
|
$
|
38.7
|
|
|
$
|
541.6
|
|
|
$
|
77.5
|
|
(2)
|
General and administrative expense for the
three and six months ended June 30, 2017
includes
$9.4 million
related to a non-cash charitable contribution of common stock to the Dropbox Charitable Foundation, which is a related party of the Company. We made additional cash contributions to the Foundation of $0.2 million and
$0.4 million
during the
three and six months ended June 30, 2017
, respectively. See Note 12, "Related Party Transactions" to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information.
|
(1)
|
Includes stock-based compensation as a percentage of revenue as follows:
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
|
(As a % of revenue)
|
||||||||||
Cost of revenue
|
1
|
%
|
|
1
|
%
|
|
6
|
%
|
|
1
|
%
|
Research and development
|
8
|
|
|
8
|
|
|
47
|
|
|
8
|
|
Sales and marketing
|
2
|
|
|
3
|
|
|
12
|
|
|
3
|
|
General and administrative
|
5
|
|
|
2
|
|
|
17
|
|
|
2
|
|
Total stock-based compensation
|
16
|
%
|
|
15
|
%
|
|
83
|
%
|
|
15
|
%
|
|
Three months ended
June 30, |
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
(In millions)
|
|
|
|
|
|||||||||
Revenue
|
$
|
339.2
|
|
|
$
|
266.7
|
|
|
$
|
72.5
|
|
|
27
|
%
|
|
Three months ended
June 30, |
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
(In millions)
|
|
|
|
|
|||||||||
Research and development
|
$
|
119.7
|
|
|
$
|
89.8
|
|
|
$
|
29.9
|
|
|
33
|
%
|
|
Three months ended
June 30, |
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
(In millions)
|
|
|
|
|
|||||||||
Sales and marketing
|
$
|
87.4
|
|
|
$
|
69.2
|
|
|
$
|
18.2
|
|
|
26
|
%
|
|
Three months ended
June 30, |
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
(In millions)
|
|
|
|
|
|||||||||
General and administrative
|
$
|
49.8
|
|
|
$
|
42.2
|
|
|
$
|
7.6
|
|
|
18
|
%
|
|
Six months ended
June 30, |
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
(In millions)
|
|
|
|
|
|||||||||
Revenue
|
$
|
655.5
|
|
|
$
|
514.6
|
|
|
$
|
140.9
|
|
|
27
|
%
|
|
Six months ended
June 30, |
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
(In millions)
|
|
|
|
|
|||||||||
Research and development
|
$
|
498.2
|
|
|
$
|
179.1
|
|
|
$
|
319.1
|
|
|
178
|
%
|
|
Six months ended
June 30, |
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
(In millions)
|
|
|
|
|
|||||||||
Sales and marketing
|
$
|
244.4
|
|
|
$
|
136.4
|
|
|
$
|
108.0
|
|
|
79
|
%
|
|
Six months ended
June 30, |
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
(In millions)
|
|
|
|
|
|||||||||
General and administrative
|
$
|
175.9
|
|
|
$
|
73.5
|
|
|
$
|
102.4
|
|
|
139
|
%
|
|
Six months ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Net cash provided by operating activities
|
$
|
173.7
|
|
|
$
|
147.7
|
|
Net cash used in investing activities
|
(497.6
|
)
|
|
(7.7
|
)
|
||
Net cash provided by (used in) used in financing activities
|
399.4
|
|
|
(98.4
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1.4
|
)
|
|
1.4
|
|
||
Net increase in cash and cash equivalents
|
$
|
74.1
|
|
|
$
|
43.0
|
|
|
Total
|
|
Less than
1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than
5 years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Operating lease commitments
(1)
|
$
|
1,138.5
|
|
|
$
|
94.5
|
|
|
$
|
198.9
|
|
|
$
|
172.2
|
|
|
$
|
672.9
|
|
Capital lease commitments
(2)
|
171.4
|
|
|
95.0
|
|
|
63.7
|
|
|
12.7
|
|
|
—
|
|
|||||
Other commitments
(3)
|
133.8
|
|
|
69.9
|
|
|
63.6
|
|
|
0.3
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
1,443.7
|
|
|
$
|
259.4
|
|
|
$
|
326.2
|
|
|
$
|
185.2
|
|
|
$
|
672.9
|
|
(1)
|
Consists of future non-cancelable minimum rental payments under operating leases for our offices and datacenters, excluding rent payments from our sub-tenants, variable operating expenses and tenant improvement reimbursements. Non-cancelable rent payments from our sub-tenants as of
June 30, 2018
, for the next five years is expected to be
$57.1 million
.
|
(2)
|
Consists of future non-cancelable minimum rental payments under capital leases primarily for our infrastructure.
|
(3)
|
Consists of commitments to third-party vendors for services related to our infrastructure, infrastructure warranty contracts, payments related to the imputed financing obligation for our previous headquarters, asset retirement obligations for office modifications, and a note payable related to financing of our infrastructure.
|
•
|
One-tier RSUs, which have a service-based vesting condition over a four-year period. These awards typically have a cliff vesting period of one year and continue to vest quarterly thereafter. We recognize compensation expense associated with one-tier RSUs ratably on a straight-line basis over the requisite service period.
|
•
|
Two-tier RSUs, which have both a service-based vesting condition and a liquidity event-related performance vesting condition. These awards typically have a service-based vesting period of four years with a cliff vesting period of one year and continue to vest monthly thereafter. Upon satisfaction of the Performance Vesting Condition, these awards vest quarterly. The Performance Vesting Condition is satisfied on the earlier of (i) an acquisition or change in control of the Company or (ii) the earlier of (a) six months after our initial public offering or (b) March 15 of the year following our initial public offering. Our Board of Directors approved the acceleration of the Performance Vesting Condition for which the service condition was satisfied, to occur upon the effectiveness of the registration statement related to our IPO, which was on March 22, 2018. Our last grant date for two-tier RSUs was May 2015. We recognize compensation expense associated with two-tier RSUs using the accelerated attribution method over the requisite service period.
|
Company Stock Price
Target
|
|
Shares Eligible to Vest for
Mr. Houston
|
|
Shares Eligible to Vest
for Mr. Ferdowsi
|
$30.00
|
|
2,066,667
|
|
880,000
|
$37.50
|
|
1,033,334
|
|
440,000
|
$45.00
|
|
1,033,334
|
|
440,000
|
$52.50
|
|
1,033,333
|
|
440,000
|
$60.00
|
|
1,033,333
|
|
440,000
|
$67.50
|
|
1,033,333
|
|
440,000
|
$75.00
|
|
1,033,333
|
|
440,000
|
$82.50
|
|
1,033,333
|
|
440,000
|
$90.00
|
|
1,033,333
|
|
440,000
|
•
|
awareness of the content collaboration category generally;
|
•
|
availability of products and services that compete with ours;
|
•
|
ease of adoption and use;
|
•
|
features and platform experience;
|
•
|
performance;
|
•
|
brand;
|
•
|
security and privacy;
|
•
|
customer support; and
|
•
|
pricing.
|
•
|
user-centric design;
|
•
|
ease of adoption and use;
|
•
|
scale of user network;
|
•
|
features and platform experience
|
•
|
performance;
|
•
|
brand;
|
•
|
security and privacy
|
•
|
accessibility across several devices, operating system, and applications;
|
•
|
third-party integration;
|
•
|
customer support;
|
•
|
continued innovation; and
|
•
|
pricing.
|
•
|
our ability to retain and upgrade paying users;
|
•
|
our ability to attract new paying users and convert registered to paying users;
|
•
|
the timing of expenses and recognition of revenue;
|
•
|
the amount and timing of operating expenses related to the maintenance and expansion of our business, operations, and infrastructure, as well as entry into operating and capital leases;
|
•
|
the timing of expenses related to acquisitions;
|
•
|
any large indemnification payments to our users or other third parties;
|
•
|
changes in our pricing policies or those of our competitors;
|
•
|
the timing and success of new product feature and service introductions by us or our competitors;
|
•
|
network outages or actual or perceived security breaches;
|
•
|
changes in the competitive dynamics of our industry, including consolidation among competitors;
|
•
|
changes in laws and regulations that impact our business; and
|
•
|
general economic and market conditions.
|
•
|
recruiting and retaining talented and capable employees outside the United States, and maintaining our company culture across all of our offices;
|
•
|
providing our platform and operating our business across a significant distance, in different languages and among different cultures, including the potential need to modify our platform and features to ensure that they are culturally appropriate and relevant in different countries;
|
•
|
compliance with applicable international laws and regulations, including laws and regulations with respect to privacy, data protection, consumer protection, and unsolicited email, and the risk of penalties to our users and individual members of management or employees if our practices are deemed to be out of compliance;
|
•
|
management of an employee base in jurisdictions that may not give us the same employment and retention flexibility as does the United States;
|
•
|
operating in jurisdictions that do not protect intellectual property rights to the same extent as does the United States;
|
•
|
compliance by us and our business partners with anti-corruption laws, import and export control laws, tariffs, trade barriers, economic sanctions, and other regulatory limitations on our ability to provide our platform in certain international markets;
|
•
|
foreign exchange controls that might require significant lead time in setting up operations in certain geographic territories and might prevent us from repatriating cash earned outside the United States;
|
•
|
political and economic instability;
|
•
|
changes in diplomatic and trade relationships, including the imposition of new trade restrictions, trade protection measures, import or export requirements, trade embargoes and other trade barriers;
|
•
|
double taxation of our international earnings and potentially adverse tax consequences due to changes in the income and other tax laws of the United States or the international jurisdictions in which we operate; and
|
•
|
higher costs of doing business internationally, including increased accounting, travel, infrastructure, and legal compliance costs.
|
•
|
implement usage-based pricing;
|
•
|
discount pricing for competitive products;
|
•
|
otherwise materially change their pricing rates or schemes;
|
•
|
charge us to deliver our traffic at certain levels or at all;
|
•
|
throttle traffic based on its source or type;
|
•
|
implement bandwidth caps or other usage restrictions; or
|
•
|
otherwise try to monetize or control access to their networks.
|
•
|
cause a reduction in revenue or delay in market acceptance of our platform;
|
•
|
require us to issue refunds to our users or expose us to claims for damages;
|
•
|
cause us to lose existing users and make it more difficult to attract new users;
|
•
|
divert our development resources or require us to make extensive changes to our platform, which would increase our expenses;
|
•
|
increase our technical support costs; and
|
•
|
harm our reputation and brand.
|
•
|
require repayment of any outstanding lease obligations;
|
•
|
terminate our leasing arrangements;
|
•
|
terminate our access to the leased datacenters we utilize;
|
•
|
stop delivery of ordered equipment;
|
•
|
sell or require us to return our leased equipment;
|
•
|
require repayment of any outstanding amounts drawn on our revolving credit facility;
|
•
|
terminate our revolving credit facility; or
|
•
|
require us to pay significant fees, penalties, or damages.
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
volatility in the trading prices and trading volumes of technology stocks
|
•
|
changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;
|
•
|
sales of shares of our Class A common stock by us or our stockholders, as well as the anticipation of lock-up releases;
|
•
|
failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
|
•
|
the financial projections we may provide to the public, any changes in those projections, or our failure to meet those projections;
|
•
|
announcements by us or our competitors of new products, features, or services;
|
•
|
the public’s reaction to our press releases, other public announcements, and filings with the SEC
|
•
|
rumors and market speculation involving us or other companies in our industry;
|
•
|
actual or anticipated changes in our results of operations or fluctuations in our results of operations;
|
•
|
actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;
|
•
|
litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;
|
•
|
developments or disputes concerning our intellectual property or other proprietary rights;
|
•
|
announced or completed acquisitions of businesses, products, services, or technologies by us or our competitors;
|
•
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
|
•
|
changes in accounting standards, policies, guidelines, interpretations, or principles;
|
•
|
any significant change in our management; and
|
•
|
general economic conditions and slow or negative growth of our markets.
|
•
|
any transaction that would result in a change in control of our company requires the approval of a majority of our outstanding Class B common stock voting as a separate class;
|
•
|
our multi-class common stock structure, which provides our holders of Class B common stock with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A common stock, Class B common stock, and Class C common stock;
|
•
|
when the outstanding shares of Class B common stock represent less than a majority of the total combined voting power of our Class A and Class B common stock, or the Voting Threshold Date, our Board of Directors will be classified into three classes of directors with staggered three-year terms, and directors will only be able to be removed from office for cause;
|
•
|
until the Class B common stock, as a class, converts to Class A common stock, any amendments to our restated certificate of incorporation will require the approval of two-thirds of the combined vote of our then-outstanding shares of Class A common stock and Class B common stock; and following the conversion of our Class B common stock, as a class, to Class A common stock, certain amendments to our amended and restated certificate of incorporation will require the approval of two-thirds of our then outstanding voting power;
|
•
|
four amended and restated bylaws will provide that approval of stockholders holding two-thirds of our outstanding voting power voting as a single class is required for stockholders to amend or adopt any provision of our bylaws;
|
•
|
after the Voting Threshold Date our stockholders will only be able to take action at a meeting of stockholders, and will not be able to take action by written consent for any matter;
|
•
|
until the Voting Threshold Date, our stockholders will be able to act by written consent only if the action is first recommended or approved by the Board of Directors;
|
•
|
vacancies on our Board of Directors will be able to be filled only by our Board of Directors and not by stockholders;
|
•
|
only our chairman of the Board of Directors, chief executive officer, a majority of Board of Directors or until the Class B common stock, as a class, converts to Class A common stock, a stockholder holding thirty percent of the combined voting power of our Class A and Class B common stock are authorized to call a special meeting of stockholders;
|
•
|
certain litigation against us can only be brought in Delaware;
|
•
|
our restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued, without the approval of the holders of Class A common stock; and
|
•
|
advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
|
Exhibit
Number
|
|
Description
|
|
Form
|
|
File Number
|
|
Incorporated by Reference from Exhibit Number
|
|
Filed with SEC
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1†
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DROPBOX, INC.
|
||
|
|
|
|
|
Date:
|
August 10, 2018
|
By:
|
|
/s/ Andrew W. Houston
|
|
|
|
|
Andrew W. Houston
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
Date:
|
August 10, 2018
|
By:
|
|
/s/ Ajay V. Vashee
|
|
|
|
|
Ajay V. Vashee
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
Date:
|
August 10, 2018
|
By:
|
|
/s/ Timothy J. Regan
|
|
|
|
|
Timothy J. Regan
|
|
|
|
|
Chief Accounting Officer
|
|
|
|
|
(Principal Accounting Officer)
|
|
"LANDLORD":
KILROY REALTY FINANCE PARTNERSHIP, L.P.,
a Delaware limited partnership
By: Kilroy Realty Finance, Inc.,
a Delaware corporation Its: General Partner
By:
Name:
Its:
By:
Name:
Its:
|
|
"TENANT":
DROPBOX, INC.,
a Delaware corporation
By:
Name:
Its:
By:
Name:
Its:
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Dropbox, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(c)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
DROPBOX, INC.
|
|
|
|
|
|
By:
|
/s/ Andrew W. Houston
|
|
Name:
|
Andrew W. Houston
|
|
Title:
|
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Dropbox, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(c)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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DROPBOX, INC.
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By:
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/s/ Ajay V. Vashee
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Name:
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Ajay V. Vashee
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Title:
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Chief Financial Officer
(Principal Financial Officer)
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Date:
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August 10, 2018
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By:
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/s/ Andrew W. Houston
|
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Name:
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Andrew W. Houston
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Title:
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Chief Executive Officer
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(Principal Executive Officer)
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Date:
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August 10, 2018
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By:
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/s/ Ajay V. Vashee
|
|
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Name:
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Ajay V. Vashee
|
|
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Title:
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Chief Financial Officer
|
|
|
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(Principal Financial Officer)
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