8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

August 25, 2021

Box, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36805	20-2714444
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

900 Jefferson Ave.

Redwood City, California 94063

(Address of principal executive offices, including zip code)

(877) 729-4269

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	BOX	New York Stock Exchange

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

☐	Emerging growth company
☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02 Results of Operations and Financial Condition

On August 25, 2021, Box, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended July 31, 2021. In the press release, the Company also announced that it will hold a conference call on August 25, 2021 to discuss its financial results for the fiscal quarter ended July 31, 2021. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by Box, Inc., dated August 25, 2021, regarding the Company's financial results for the quarter ended July 31, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOX, INC.
Date: August 25, 2021
	By:	/s/ Dylan Smith
		Dylan Smith, Chief Financial Officer

EX-99.1

Exhibit 99.1

Box Reports Strong Fiscal Second Quarter 2022 Financial Results

Reiterates Previously Raised Revenue and Operating Profit Guidance for the Fiscal Year

• Revenue of $214.5 Million, Up 12% Year-Over-Year

• Remaining Performance Obligations of $922.4 Million, Up 27% Year-Over-Year

• GAAP Operating Margin of Negative 3%, Up 100 Basis Points Year-Over-Year

• Non-GAAP Operating Margin of 21%, Up 500 Basis Points Year-Over-Year

• Cash Flow from Operations of $44.8 Million, Up $12.5 Million Year-Over-Year

• Free Cash Flow of $29.8 Million, Up $16.5 Million Year-Over-Year

• FY22 Revenue Guidance of $856 to $860 Million

• FY22 Non-GAAP Operating Margin Guidance of Approximately 19.5%

• Repurchased $308 Million of Class A Common Stock Including Modified Dutch Auction Tender (as of August 24, 2021)

REDWOOD CITY, Calif. – August 25, 2021 – Box, Inc. (NYSE:BOX), the leading Content Cloud, today announced preliminary financial results for the second quarter of fiscal year 2022, which ended July 31, 2021.

“As companies implement strategies to support a remote workforce and digital processes in this hybrid world, more customers are turning to Box to secure content management and collaboration in the cloud,” said Aaron Levie, co-founder and CEO of Box. “This momentum is reflected in our strong Q2 results and outlook for the full year. The strength of our platform strategy is resonating, as evidenced by a record attach rate of Suites in large deals. Increased customer satisfaction in the value we are adding to our Content Cloud platform can also be seen in our net retention rate of 106%, up from 103% in Q1. With the recent addition of Box Sign, our first native e-signature product offering, to the platform we continue to deliver on our vision for the Content Cloud by powering the complete content lifecycle.”

"Q2 showed continued acceleration in revenue growth, RPO, and operating margin,” said Dylan Smith, co-founder and CFO of Box. “In addition to our raised outlook for FY22 revenue, operating margin, and EPS, we are on track to deliver an FY22 revenue growth rate plus free cash flow margin of at least 32%, above our prior commitment of 30%. We remain confident in our ability to execute on our long-term financial targets for FY24.”

Fiscal Second Quarter Financial Highlights

• Revenue for the second quarter of fiscal year 2022 was $214.5 million, an increase of 12% from the second quarter of fiscal year 2021. For the second consecutive quarter, revenue growth accelerated on a year over year basis.

• Remaining performance obligations as of July 31, 2021 were $922.4 million, a 27% increase from the second quarter of fiscal year 2021.

• Deferred revenue as of July 31, 2021 was $422.0 million, a 16% increase from the second quarter of fiscal year 2021.

• Billings for the second quarter of fiscal year 2022 were $213.1 million, a 13% increase from the second quarter of fiscal year 2021. For the third consecutive quarter, billings growth was greater than revenue growth.

• GAAP gross profit for the second quarter of fiscal year 2022 was $153.7 million, or 72% of revenue. This compares to a GAAP gross profit of $137.0 million, or 71% of revenue, in the second quarter of fiscal year 2021.

• Non-GAAP gross profit for the second quarter of fiscal year 2022 was $159.8 million, or 75% of revenue. This compares to a non-GAAP gross profit of $141.4 million, or 74% of revenue, in the second quarter of fiscal year 2021.

• GAAP operating loss in the second quarter of fiscal year 2022 was $6.1 million, or 3% of revenue. This compares to a GAAP operating loss of $7.5million, or 4% of revenue, in the second quarter of fiscal year 2021.

• Non-GAAP operating income in the second quarter of fiscal year 2022 was $44.2 million, or 21% of revenue. This compares to a non-GAAP operating income of $30.1million, or 16% of revenue, in the second quarter of fiscal year 2021.

• GAAP net loss per share attributable to common stockholders, basic and diluted, in thesecond quarter of fiscal year 2022 was $0.08 on161.2 million weighted-average shares outstanding. This compares to a GAAP net loss per share attributable to common stockholders of $0.05 in the second quarter of fiscal year 2021 on 154.7 million weighted-average shares outstanding.

• Non-GAAP net income per share attributable to common stockholders, diluted, in the second quarter of fiscal year 2022 was $0.21. This compares to a non-GAAP net income per share attributable to common stockholders, diluted, of $0.18 in the second quarter of fiscal year 2021.

• Net cash provided by operating activities in the second quarter of fiscal year 2022 was $44.8 million, an increase of 39% from net cash provided by operating activities of $32.3 million in the second quarter of fiscal year 2021.

• Free cash flow in the second quarter of fiscal year 2022 was positive $29.8 million. This compares to free cash flow of positive $13.3 million in the second quarter of fiscal year 2021.

• Suites attached to 73% of $100K+ deals, up from 49% in the first quarter of fiscal year 2022.

• Net retention increased to 106%, up from 103% in the first quarter of fiscal year 2022.

For more information on the non-GAAP financial measures and key metrics discussed in this press release, please see the section titled, “About Non-GAAP Financial Measures and Other Key Metrics,” and the reconciliations of non-GAAP financial measures and certain key metrics to their nearest comparable GAAP financial measures at the end of this press release.

Update on Share Repurchase Plan

On July 9, 2021, the Board of Directors authorized a $260 million Share Repurchase Plan, utilizing the unused portion of the $500 million intended for the Modified Dutch Auction Tender Offer to opportunistically repurchase additional shares of Box’s Class A common stock. As of August 24, 2021, the company had repurchased 2.9 million shares of its Class A common stock at a weighted average price of $23.89 for a total of $70 million under this Plan. Combined with the Modified Dutch Auction Tender, the company had repurchased a total of 12.2 million shares of Class A common stock for a total of $308 million.

Business Highlights since Last Earnings Release

• Delivered wins and expansions with leading organizations such as Arc'teryx, Live Nation, Pan-American Life Insurance Group, the Reserve Bank of New Zealand, Tokyo Electron Ltd., and the U.S. Small Business Administration.

• Named a Leader in The Forrester Wave™: Content Platforms, Q2 2021 and the 2021 Nucleus Research Value Matrix for Content Services and Collaboration.

• Began rolling out Box Sign, the company's native e-signature capability, to customers on Business and Enterprise plans. The launch of Box Sign includes unlimited signatures using the Box web app and a robust set of APIs, enabling businesses to digitize and modernize the way agreements are managed and governed in the cloud.

• Introduced Enterprise Plus,a new offering that builds on Box’s successful Suites offerings and includes all major products: Box Shield, Box Governance, Box Relay, Box Platform, and the most advanced e-signature capabilities of Box Sign when available. 

• Released new self-serviceBox Shuttle migration toolsto give customers more control when moving off of legacy technology and centralizing content on Box.

• Released the new Box Connector for Microsoft Graph, which allows content in Box to be surfaced across the Microsoft ecosystem, including Office 365, Office Online search, and SharePoint. 

• Announced the general availability ofa new integration with ServiceNow's Legal Service Delivery application to modernize legal operations. This new integration brings together ServiceNow’s advanced workflows expertise while ensuring confidential legal content is secured on Box’s Content Cloud.

• Announced that the company's 11th annual BoxWorks will be taking place virtually on October 6, where attendees will learn about the Content Cloud and hear from industry and customer speakers. 

• Recognized as a Top Bay Area Corporate Philanthropist in 2021 by San Francisco Business Times and one of Fortune’s Best Large Workplaces for Millennials for 2021.

Outlook

• Q3 FY22 Guidance: Revenue is expected to be in the range of $218 million to $219 million. GAAP operating margin is expected to be approximately negative 2.5%, and non-GAAP operating margin is expected to be approximately 20%. GAAP basic and diluted net loss per share attributable to common stockholders are expected to be in the range of $0.09 to $0.08. Non-GAAP diluted net income per share attributable to common stockholders is expected to be in the range of $0.20 to $0.21. Weighted-average basic and diluted shares outstanding are expected to be approximately 154 million and 162 million, respectively.

• Full Year FY22 Guidance: Revenue is expected to be in the range of $856 million to $860 million. GAAP operating margin is expected to be approximately negative 3%, and non-GAAP operating margin is expected to be approximately 19.5%. GAAP basic and diluted net loss per share attributable to common stockholders are expected to be in the range of $0.34 to $0.32. Non-GAAP diluted net income per share attributable to common stockholders is expected to be in the range of $0.79 to $0.81. Weighted-average basic and diluted shares outstanding are expected to be approximately 158 million and 166 million, respectively.

All forward-looking non-GAAP financial measures contained in this section titled “Outlook” exclude estimates for stock-based compensation expense, intangible assets amortization, and as applicable, other special items. Box has provided a reconciliation of GAAP to non-GAAP net income (loss) per share guidance at the end of this press release.

Webcast and Conference Call Information

Box’s management team will host a conference call today beginning at 2:00 PM (PT) / 5:00 PM (ET) to discuss Box’s financial results, business highlights and future outlook. A live audio webcast of this call will be available through Box’s Investor Relations website atwww.box.com/investorsfor a period of 90 days after the date of the call. Prepared remarks will be available on the Box Investor Relations website after the call ends.

The conference call can be accessed by registering online at http://www.directeventreg.com/registration/event/4886758, at which time registrants will receive dial-in information as well as a passcode and registrant ID. A telephonic replay of the call will be available approximately two hours after the call and will run for one week. The replay can be accessed by dialing:

+ 1-800-585-8367 (U.S. and Canada), conference ID: 4886758

+ 1-416-621-4642 (international), conference ID: 4886758

Box has used, and intends to continue to use, its Investor Relations website (www.box.com/investors), as well as certain Twitter accounts (@box, @levie and @boxincir), as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Information on or that can be accessed through Box’s Investor Relations website, these Twitter accounts, or that is contained in any website to which a hyperlink is provided herein is not part of this press release, and the inclusion of Box’s Investor Relations website address, these Twitter accounts, and any hyperlinks are only inactive textual references.

This press release, the financial tables, as well as other supplemental information including the reconciliations of non-GAAP financial measures and certain key metrics to their nearest comparable GAAP financial measures, are also available on Box’s Investor Relations website. Box also provides investor information, including news and commentary about Box’s business and financial performance, Box’s filings with the Securities and Exchange Commission, notices of investor events and Box’s press and earnings releases, on Box’s Investor Relations website.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks, uncertainties, and assumptions, including statements regarding Box’s expectations regarding the size of its market opportunity, sales productivity, its leadership position in the cloud content management market, the demand for its products, the timing of recent and planned product introductions, enhancements and integrations, the short- and long-term success, market adoption and retention, capabilities, and benefits of such product introductions and enhancements, the success of strategic partnerships, the impact of its acquisitions on future Box product offerings, the benefits to its customers from completing acquisitions, the time needed to integrate acquired businesses into Box, the impact of the COVID-19 pandemic on its business, its ability to grow and scale its business and drive operating efficiencies, its ability to achieve revenue targets and billings expectations, its revenue growth rate plus free cash flow margin in fiscal year 2022 and beyond, its long-term financial targets for fiscal year 2024 and beyond, its ability to achieve profitability on a quarterly or ongoing basis, its free cash flow, its ability to continue to grow unrecognized revenue and remaining performance obligations, its revenue, billings, GAAP and non-GAAP gross margin, GAAP and non-GAAP net income (loss) per share, GAAP and non-GAAP operating margins, the related components of GAAP and non-GAAP net income (loss) per share, weighted-average outstanding share count expectations for Box’s fiscal third quarter and full fiscal year 2022 in the section titled “Outlook” above, equity burn rate, the KKR-led investment and achievement of its potential benefits, any potential repurchase of its common stock, whether, when, in what amount and by what

method any such repurchase would be consummated, and the share price of any such repurchase. There are a significant number of factors that could cause actual results to differ materially from statements made in this press release, including: (1) adverse changes in general economic or market conditions, including those caused by the COVID-19 pandemic; (2) delays or reductions in information technology spending; (3) factors related to Box’s highly competitive market, including but not limited to pricing pressures, industry consolidation, entry of new competitors and new applications and marketing initiatives by Box’s current or future competitors; (4) the development of the cloud content management market; (5) the risk that Box’s customers do not renew their subscriptions, expand their use of Box’s services, or adopt new products offered by Box on a timely basis, or at all; (6) Box’s ability to provide timely and successful enhancements, integrations, new features and modifications to its platform and services; (7) actual or perceived security vulnerabilities in Box’s services or any breaches of Box’s security controls; (8) Box’s ability to realize the expected benefits of its third-party partnerships; (9) the potential impact of shareholder activism on Box’s business and operations; and (10) Box’s ability to successfully integrate acquired businesses and achieve the expected benefits from those acquisitions. In addition, the preliminary financial results set forth in this release are estimates based on information currently available to Box. While Box believes these estimates are meaningful, they could differ from the actual amounts that Box ultimately reports in its Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2021. Box assumes no obligations and does not intend to update these estimates prior to filing its Form 10-Q for the fiscal quarter ended July 31, 2021.

Additional information on potential factors that could affect Box’s financial results is included in the reports on Forms 10-K, 10-Q and 8-K and in other filings Box makes with the Securities and Exchange Commission from time to time, including the Annual Report on Form 10-K filed for the fiscal year ended January 31, 2021. These documents are available on the SEC Filings section of Box’s Investor Relations website located at www.box.com/investors. Box does not assume any obligation to update the forward-looking statements contained in this press release to reflect events that occur or circumstances that exist after the date on which they were made.

About Non-GAAP Financial Measures and Other Key Metrics

To supplement Box’s consolidated financial statements, which are prepared and presented in accordance with GAAP, Box provides investors with certain non-GAAP financial measures and other key metrics, including non-GAAP operating income (loss), non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net income (loss) per share, billings, remaining performance obligations, and free cash flow. The presentation of these non-GAAP financial measures and key metrics is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures and key metrics, please see the reconciliation of these non-GAAP financial measures and certain key metrics to their nearest comparable GAAP financial measures at the end of this press release.

Box uses these non-GAAP financial measures and key metrics for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Box’s management believes that these non-GAAP financial measures and key metrics provide meaningful supplemental information regarding Box’s performance by excluding certain expenses that may not be indicative of Box’s recurring core business operating results. Box believes that both management and investors benefit from referring to these non-GAAP financial measures and key metrics in assessing Box’s performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures and key metrics also facilitate management's internal comparisons to Box’s historical performance as well as comparisons to Box’s competitors' operating results. Box believes these non-GAAP financial measures and key metrics are useful to investors both because they (1) allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) are used by Box’s institutional investors and the analyst community to help them analyze the health of Box’s business.

A limitation of non-GAAP financial measures and key metrics is that they do not have uniform definitions. Further, Box’s definitions will likely differ from the definitions used by other companies, including peer companies, and therefore comparability may be limited. Thus, Box’s non-GAAP financial measures and key metrics should be considered in addition to, and not as a substitute for, or in isolation from, measures prepared in accordance with GAAP. Additionally, in the case of stock-based compensation expense, if Box did not pay a portion of compensation in the form of stock-based compensation expense, the cash salary expense included in cost of revenue and operating expenses would be higher, which would affect Box’s cash position. The accompanying tables have more details on the reconciliations of non-GAAP financial measures and certain key metrics to their nearest comparable GAAP financial measures.

Non-GAAP operating income (loss) and non-GAAP operating margin. Box defines non-GAAP operating income (loss) as operating income (loss) excluding expenses related to stock-based compensation (“SBC”), intangible assets amortization, and as applicable, other special items. Non-GAAP operating margin is defined as non-GAAP operating income (loss) divided by revenue. Although SBC is an important aspect of the compensation of Box’s employees and executives, determining the fair value of certain of the stock-based instruments Box utilizes involves a high degree of judgment and estimation and the expense recorded may bear little resemblance to the actual value realized upon the vesting or future exercise of the related stock-based awards. Furthermore, unlike cash compensation, the value of stock options, which is an element of Box’s ongoing stock-based compensation expense, is determined using a complex formula that incorporates factors, such as market volatility, that are beyond Box’s control. For restricted stock unit awards, the amount

of stock-based compensation expenses is not reflective of the value ultimately received by the grant recipients. Management believes it is useful to exclude SBC in order to better understand the long-term performance of Box’s core business and to facilitate comparison of Box’s results to those of peer companies. Management also views amortization of acquired intangible assets, such as the amortization of the cost associated with an acquired company’s developed technology and trade names, as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are continually evaluated for impairment, amortization of the cost of purchased intangibles is a static expense that is not typically affected by operations during any particular period. Furthermore, Box excludes the following expenses as they are considered by management to be special items outside of Box’s core operating results: (1) fees related to shareholder activism, which include directly applicable third-party advisory and professional service fees, (2) expenses related to certain litigation, (3) expenses associated with restructuring activities, consisting primarily of severance and other personnel-related costs, and (4) expenses related to acquisitions, including transaction and discrete tax costs. There are no expenses related to litigation excluded from non-GAAP operating income (loss) in any of the periods presented.

Non-GAAP net income (loss) and non-GAAP net income (loss) per share. Box defines non-GAAP net income (loss) as GAAP net income (loss) excluding expenses related to SBC, intangible assets amortization, and as applicable, other special items as described in the preceding paragraph. In January 2021, Box issued $345 million aggregate principal amount of 0.00% convertible senior notes due in 2026 (the “Notes”). Upon issuance, Box recorded a debt discount for the conversion feature of the Notes, separately accounted for as equity, which was amortized as interest expense together with the issuance costs of the Notes. Box excluded the amortization of the debt discount and issuance costs associated with the Notes, in addition to the expenses described above, as they are considered by management to be special items outside of Box’s core operating results. Box adopted Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), effective February 1, 2021, and upon adoption, eliminated the debt discount for the conversion feature of the Notes. Box defines non-GAAP net income (loss) per share as non-GAAP net income (loss) divided by the weighted-average outstanding shares.

Billings. Billings reflect, in any particular period, (1) sales to new customers, plus (2) subscription renewals and (3) expansion within existing customers, and represent amounts invoiced for all products and professional services. Box calculates billings for a period by adding changes in deferred revenue and contract assets in that period to revenue. Box believes that billings help investors better understand sales activity for a particular period, which is not necessarily reflected in revenue as a result of the fact that Box recognizes subscription revenue ratably over the subscription term. Box considers billings a significant performance measure. Box monitors billings to manage the business, make planning decisions, evaluate performance and allocate resources. Box believes that billings offers valuable supplemental information regarding the performance of the business and helps investors better understand the sales volumes and performance of the business. Although Box considers billings to be a significant performance measure, Box does not consider it to be a non-GAAP financial measure because it is calculated using exclusively revenue, deferred revenue, and contract assets, all of which are financial measures calculated in accordance with GAAP.

Remaining performance obligations. Remaining performance obligations (“RPO”) represent, at a point in time, contracted revenue that has not yet been recognized. RPO consists of deferred revenue and backlog, offset by contract assets. Backlog is defined as non-cancellable contracts deemed certain to be invoiced and recognized as revenue in future periods. Future invoicing is determined to be certain when we have an executed non-cancellable contract and invoicing is not dependent on a future event such as the delivery of a specific new product or feature, or the achievement of contractual contingencies. While Box believes RPO is a leading indicator of revenue as it represents sales activity not yet recognized in revenue, it is not necessarily indicative of future revenue growth as it is influenced by several factors, including seasonality, contract renewal timing, average contract terms and foreign currency exchange rates. Box monitors RPO to manage the business and evaluate performance. Box considers RPO to be a significant performance measure. Box does not consider RPO to be a non-GAAP financial measure because it is calculated in accordance with GAAP, specifically under ASC Topic 606.

Free cash flow. Box defines free cash flow as cash flows from operating activities less purchases of property and equipment, principal payments of finance lease liabilities, capitalized internal-use software costs, and other items that did not or are not expected to require cash settlement and that management considers to be outside of Box’s core business. Box specifically identifies adjusting items in the reconciliation of GAAP to non-GAAP financial measures. Box considers free cash flow to be a profitability and liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that can possibly be used for investing in Box's business and strengthening its balance sheet, but it is not intended to represent the residual cash flow available for discretionary expenditures. The presentation of non-GAAP free cash flow is also not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.

About Box

Box (NYSE:BOX) is the leading Content Cloud that enables organizations to accelerate business processes, power workplace collaboration, and protect their most valuable information, all while working with a best-of-breed enterprise IT stack. Founded in 2005, Box simplifies work for leading organizations globally, including AstraZeneca, JLL, and Morgan Stanley. Box is headquartered in Redwood City, CA, with offices in the United States, Europe, and Asia. To learn more about Box, visit http://www.box.com. To learn more about how Box powers nonprofits to fulfill their missions, visit Box.org.

Contacts

Investors:

Cynthia Hiponia and Elaine Gaudioso

+1 650-209-3463

ir@box.com

Media:

Denis Roy and Rachel Levine

+1 650-543-6926

press@box.com

BOX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)

(Unaudited)

	July 31,			January 31,
	2021			2021
ASSETS
Current assets:
Cash and cash equivalents	$	779,416		$	595,082
Short-term investments		50,000			—
Accounts receivable, net		134,386			228,309
Prepaid expenses and other current assets		23,953			16,785
Deferred commissions		41,104			39,110
Total current assets		1,028,859			879,286
Property and equipment, net		131,641			160,148
Operating lease right-of-use assets, net		175,818			194,253
Goodwill		74,782			18,740
Deferred commissions, non-current		63,139			66,481
Other long-term assets		51,373			32,774
Total assets	$	1,525,612		$	1,351,682
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable, accrued expenses and other current liabilities	$	51,049		$	32,128
Accrued compensation and benefits		31,691			39,123
Finance lease liabilities		45,666			49,888
Operating lease liabilities		43,451			47,771
Deferred revenue		406,072			443,929
Total current liabilities		577,929			612,839
Debt, net, non-current		366,530			297,614
Finance lease liabilities, non-current		39,349			60,351
Operating lease liabilities, non-current		175,707			192,531
Deferred revenue, non-current		15,967			21,684
Other long-term liabilities		14,223			15,598
Total liabilities		1,189,705			1,200,617
Series A convertible preferred stock		488,894			—
Stockholders’ equity:
Common stock (1)		15			16
Additional paid-in capital		1,194,180			1,474,843
Treasury stock		(1,177	)		(1,177	)
Accumulated other comprehensive loss		(1,612	)		(938	)
Accumulated deficit		(1,344,393	)		(1,321,679	)
Total stockholders’ equity		(152,987	)		151,065
Total liabilities, convertible preferred stock and stockholders’ equity	$	1,525,612		$	1,351,682

(1) As of July 31, 2021, there were 152,660 shares of Box’s Class A common stock outstanding.

BOX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Data)

(Unaudited)

	Three Months Ended						Six Months Ended
	July 31,						July 31,
	2021			2020			2021			2020
Revenue	$	214,486		$	192,293		$	416,927		$	375,854
Cost of revenue (1)		60,788			55,334			121,735			109,329
Gross profit		153,698			136,959			295,192			266,525
Operating expenses:
Research and development (1)		52,722			50,115			103,581			103,229
Sales and marketing (1)		72,788			67,757			142,599			140,507
General and administrative (1)		34,298			26,597			65,385			54,539
Total operating expenses		159,808			144,469			311,565			298,275
Loss from operations		(6,110	)		(7,510	)		(16,373	)		(31,750	)
Interest and other (expense) income, net		(1,940	)		187			(5,939	)		(916	)
Loss before provision for income taxes		(8,050	)		(7,323	)		(22,312	)		(32,666	)
Provision for income taxes		650			333			961			540
Net loss	$	(8,700	)	$	(7,656	)	$	(23,273	)	$	(33,206	)
Dividend on series A convertible preferred stock		(3,329	)		—			(3,329	)		—
Accretion of series A convertible preferred stock		(456	)		—			(456	)		—
Net loss attributable to common stockholders	$	(12,485	)	$	(7,656	)	$	(27,058	)	$	(33,206	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.08	)	$	(0.05	)	$	(0.17	)	$	(0.22	)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted		161,163			154,732			161,443			153,353
(1)     Includes stock-based compensation expense as follows:
	Three Months Ended						Six Months Ended
	July 31,						July 31,
	2021			2020			2021			2020
Cost of revenue	$	4,883		$	4,401		$	10,223		$	8,942
Research and development		16,626			14,271			32,079			31,558
Sales and marketing		12,919			10,666			24,470			20,745
General and administrative		9,700			8,223			19,146			16,359
Total stock-based compensation	$	44,128		$	37,561		$	85,918		$	77,604

BOX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Three Months Ended						Six Months Ended
	July 31,						July 31,
	2021			2020			2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(8,700	)	$	(7,656	)	$	(23,273	)	$	(33,206	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		19,707			18,842			39,087			36,788
Stock-based compensation expense		44,128			37,561			85,918			77,604
Amortization of deferred commissions		11,065			8,620			21,582			16,779
Other		515			(71	)		958			3
Changes in operating assets and liabilities:
Accounts receivable, net		(22,132	)		(23,974	)		94,703			86,393
Deferred commissions		(12,307	)		(10,131	)		(20,234	)		(17,826	)
Operating lease right-of-use assets, net		10,817			10,087			21,669			19,800
Prepaid expenses and other assets		857			3,029			(7,959	)		(1,896	)
Accounts payable, accrued expenses and other liabilities		12,578			9,974			672			(9,739	)
Operating lease liabilities		(10,526	)		(10,478	)		(24,453	)		(21,480	)
Deferred revenue		(1,210	)		(3,478	)		(49,106	)		(58,978	)
Net cash provided by operating activities		44,792			32,325			139,564			94,242
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of short-term investment		—			—			(50,000	)		—
Purchases of property and equipment, net of proceeds from sales		(1,090	)		(2,671	)		(2,235	)		(4,078	)
Capitalized internal-use software costs		(1,207	)		(2,102	)		(2,385	)		(5,393	)
Acquisitions, net of cash acquired		—			—			(56,642	)		—
Other		677			—			677			107
Net cash used in investing activities		(1,620	)		(4,773	)		(110,585	)		(9,364	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Series A convertible preferred stock, net of issuance costs		486,798			—			486,798			—
Payments for repurchases of common stock		(284,081	)		—			(284,081	)		—
Proceeds from borrowings		—			—			—			30,000
Proceeds from exercise of stock options		436			7,546			1,792			8,511
Proceeds from issuances of common stock under employee stock purchase plan		—			—			12,510			11,906
Employee payroll taxes paid related to net share settlement of restricted stock units		(15,407	)		(17,232	)		(31,091	)		(27,444	)
Principal payments of finance lease liabilities		(12,623	)		(14,219	)		(25,885	)		(31,575	)
Other		(133	)		—			(3,901	)		—
Net cash provided by (used in) financing activities		174,990			(23,905	)		156,142			(8,602	)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		(209	)		337			(420	)		537
Net increase in cash, cash equivalents, and restricted cash		217,953			3,984			184,701			76,813
Cash, cash equivalents, and restricted cash, beginning of period		562,259			268,415			595,511			195,586
Cash, cash equivalents, and restricted cash, end of period	$	780,212		$	272,399		$	780,212		$	272,399

BOX, INC.

RECONCILIATION OF GAAP TO NON-GAAP DATA

(In Thousands, Except Per Share Data and Percentages)

(Unaudited)

	Three Months Ended								Six Months Ended
	July 31,								July 31,
	2021				2020				2021				2020
GAAP gross profit	$	153,698			$	136,959			$	295,192			$	266,525
Stock-based compensation		4,883				4,401				10,223				8,942
Acquired intangible assets amortization		1,255				—				2,156				—
Non-GAAP gross profit	$	159,836			$	141,360			$	307,571			$	275,467
GAAP gross margin		72		%		71		%		71		%		71		%
Stock-based compensation		2				3				2				2
Acquired intangible assets amortization		1				—				1				—
Non-GAAP gross margin		75		%		74		%		74		%		73		%
GAAP operating loss	$	(6,110	)		$	(7,510	)		$	(16,373	)		$	(31,750	)
Stock-based compensation		44,128				37,561				85,918				77,604
Acquired intangible assets amortization		1,266				—				2,167				—
Acquisition-related expenses		115				—				1,035				—
Fees related to shareholder activism		4,771				—				5,821				1,402
Non-GAAP operating income	$	44,170			$	30,051			$	78,568			$	47,256
GAAP operating margin		(3	)	%		(4	)	%		(4	)	%		(8	)	%
Stock-based compensation		21				20				21				21
Acquired intangible assets amortization		1				—				1				—
Acquisition-related expenses		—				—				—				—
Fees related to shareholder activism		2				—				1				—
Non-GAAP operating margin		21		%		16		%		19		%		13		%
GAAP net loss attributable to common stockholders	$	(12,485	)		$	(7,656	)		$	(27,058	)		$	(33,206	)
Stock-based compensation		44,128				37,561				85,918				77,604
Acquired intangible assets amortization		1,266				—				2,167				—
Acquisition-related expenses		115				—				1,035				—
Fees related to shareholder activism		4,771				—				5,821				1,402
Amortization of debt issuance costs		468				—				937				—
Undistributed earnings attributable to preferred stockholders		(3,515	)			—				(3,360	)			—
Non-GAAP net income attributable to common stockholders	$	34,748			$	29,905			$	65,460			$	45,800
GAAP net loss per share attributable to common stockholders, basic and diluted	$	(0.08	)		$	(0.05	)		$	(0.17	)		$	(0.22	)
Stock-based compensation		0.28				0.24				0.53				0.51
Acquired intangible assets amortization		0.01				—				0.01				—
Acquisition-related expenses		—				—				0.01				—
Fees related to shareholder activism		0.03				—				0.04				0.01
Amortization of debt issuance costs		—				—				0.01				—
Undistributed earnings attributable to preferred stockholders		(0.02	)			—				(0.02	)			—
Non-GAAP net income per share attributable to common stockholders, basic	$	0.22			$	0.19			$	0.41			$	0.30
Non-GAAP net income per share attributable to common stockholders, diluted	$	0.21			$	0.18			$	0.39			$	0.29
Weighted-average shares used to compute GAAP net loss per share, basic and diluted		161,163				154,732				161,443				153,353
Weighted-average shares used to compute Non-GAAP net income per share
Basic		161,163				154,732				161,443				153,353
Diluted		169,096				163,741				169,154				160,690
GAAP net cash provided by operating activities	$	44,792			$	32,325			$	139,564			$	94,242
Purchases of property and equipment, net of proceeds from sales		(1,090	)			(2,671	)			(2,235	)			(4,078	)
Principal payments of finance lease liabilities		(12,623	)			(14,219	)			(25,885	)			(31,575	)
Capitalized internal-use software costs		(1,275	)			(2,102	)			(5,750	)			(5,393	)
Non-GAAP free cash flow	$	29,804			$	13,333			$	105,694			$	53,196
GAAP net cash used in investing activities	$	(1,620	)		$	(4,773	)		$	(110,585	)		$	(9,364	)
GAAP net cash provided by (used in) financing activities	$	174,990			$	(23,905	)		$	156,142			$	(8,602	)

BOX, INC.

RECONCILIATION OF GAAP REVENUE TO BILLINGS

(In Thousands)

(Unaudited)

	Three Months Ended						Six Months Ended
	July 31,						July 31,
	2021			2020			2021			2020
GAAP revenue	$	214,486		$	192,293		$	416,927		$	375,854
Deferred revenue, end of period		422,039			364,871			422,039			364,871
Less: deferred revenue, beginning of period		(423,249	)		(368,349	)		(465,613	)		(423,849	)
Contract assets, beginning of period		677			—			25			—
Less: contract assets, end of period		(866	)		—			(866	)		—
Billings	$	213,087		$	188,815		$	372,512		$	316,876

BOX, INC.

RECONCILIATION OF GAAP NET LOSS TO NON-GAAP NET INCOME PER SHARE GUIDANCE

(In Thousands, Except Per Share Data)

(Unaudited)

	Three Months Ended							Fiscal Year Ended
	October 31, 2021							January 31, 2022
GAAP net loss per share attributable to common stockholders range, basic and diluted	$	(0.09	)	-	$	(0.08	)	$	(0.34	)	-	$	(0.32	)
Stock-based compensation		0.28				0.28			1.10				1.10
Acquired intangible asset amortization		0.01				0.01			0.03				0.03
Acquisition-related expenses		—				—			0.03				0.03
Fees related to shareholder activism		0.03				0.03			0.07				0.07
Amortization of debt issuance costs		—				—			0.01				0.01
Undistributed earnings attributable to preferred stockholders		(0.02	)			(0.02	)		(0.07	)			(0.07	)
Non-GAAP net income per share attributable to common stockholders range, basic	$	0.21		-	$	0.22		$	0.83		-	$	0.85
Non-GAAP net income per share attributable to common stockholders range, diluted	$	0.20		-	$	0.21		$	0.79		-	$	0.81
Weighted-average shares used to compute GAAP net loss per share attributable to common stockholders, basic and diluted	153,537							157,809
Weighted-average shares used to compute Non-GAAP net income per share attributable to common stockholders:
Basic	153,537							157,809
Diluted	161,873							165,760

BOX, INC.

RECONCILIATION OF GAAP TO NON-GAAP OPERATING MARGIN GUIDANCE

(Unaudited)

	Three Months Ended				Fiscal Year Ended
	October 31, 2021				January 31, 2022
GAAP operating margin		(2.5	)	%		(3.0	)	%
Stock-based compensation		19.5				20.0
Acquired intangible assets amortization		1.0				1.0
Acquisition-related expenses		—				0.5
Fees related to shareholder activism		2.0				1.0
Non-GAAP operating margin		20.0		%		19.5		%

XML

Document and Entity Information	Aug. 25, 2021
Cover [Abstract]
Entity Registrant Name	Box, Inc.
Amendment Flag	false
Entity Central Index Key	0001372612
Document Type	8-K
Document Period End Date	Aug. 25, 2021
Entity Incorporation State Country Code	DE
Entity File Number	001-36805
Entity Tax Identification Number	20-2714444
Entity Address, Address Line One	900 Jefferson Ave.
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94063
City Area Code	(877)
Local Phone Number	729-4269
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Security 12b Title	Class A Common Stock, $0.0001 par value per share
Trading Symbol	BOX
Security Exchange Name	NYSE