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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from________to________
Commission File Number 001-38434
Dropbox, Inc.
(Exact name of Registrant as specified in its charter)
| | | | | | | | |
Delaware | | 26-0138832 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
Dropbox, Inc.
1800 Owens Street
San Francisco, California 94158
(415) 930-7766
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| | | | |
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | |
| Class A Common Stock, par value $0.00001 per share | DBX | The NASDAQ Stock Market LLC | |
| | | (Nasdaq Global Select Market) | |
| | | | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| | | | | | | | | | | | | | | | | | | | |
Large accelerated filer | ☒
| | Accelerated filer | ☐ |
| |
Non-accelerated filer | ☐
| | Smaller reporting company | ☐ |
| | | | |
| | 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 7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 6, 2024, there were 250,339,500 shares of the registrants’ Class A common stock outstanding (which includes 8,266,666 shares of Class A common stock subject to restricted stock awards that were granted pursuant to the Co-Founder Grant, and vest upon the satisfaction of a service condition and achievement of certain stock price goals and 428,155 shares of Class A common stock subject to restricted stock awards that were granted to other Dropbox executives and vest upon the satisfaction of a service condition and as applicable, achievement of certain stock price goals), 79,852,707 shares of the registrant’s Class B common stock outstanding, and no shares of the registrant’s Class C common stock outstanding.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risk and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
•Our ability to retain and upgrade paying users;
•Our ability to attract new users or convert registered users to paying users;
•Our future financial performance, including trends in revenue, costs of revenue, gross profit or gross margin, operating expenses, paying users, annual recurring revenue, average revenue per user, free cash flow, and the assumptions underlying such trends;
•Our expectations regarding general economic, political, and market trends and their respective impacts on our business;
•Our ability to compete successfully in competitive markets;
•Our expectations regarding the potential impacts of a more permanent global shift to remote or distributed work, on our business, the business of our customers, suppliers and partners, and the economy;
•The demand for our platform or for content collaboration solutions in general;
•Our ability to effectively integrate our platform with others;
•Our ability to respond to rapid technological changes, including our ability to take advantage of potential market opportunities arising from what we believe to be a more permanent shift towards remote or distributed work;
•Our ability to achieve or maintain profitability;
•Our expectations around future growth;
•Our ability to successfully introduce new products and features;
•Our ability to effectively invest in the development of new products and technologies;
•Our ability to attract, retain, integrate, and manage key and other highly qualified personnel, including in light of our workforce reduction in April 2023 and as a result of our Virtual First model with an increasingly distributed workforce;
•Our ability to prevent security breaches and our liability or other potential legal, regulatory, or reputational consequences of any unauthorized access to our data or our customer data;
•Our capital allocation plans, including expected allocations of cash and timing for our share repurchases and other investments;
•Our expectations regarding the challenges and anticipated benefits to our business from our Virtual First work model as well as the impact to our financial results and business operations as a result of this model;
•The effects of new or modified laws, policies, taxes, and regulations on our business;
•Our ability to maintain, protect, and enhance our intellectual property;
•The sufficiency of our cash and cash equivalents to meet our liquidity needs; and
•Acquisitions of companies and assets.
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time-to-time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
SUMMARY OF RISK FACTORS
Below is a summary of the principal factors that could materially harm our business, operating results and/or financial condition, impair our future prospects or cause the price of our Class A common stock to decline. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and should be carefully considered, together with other information in this Form 10-Q and our other filings with the Securities and Exchange Commission ("SEC") before making an investment decision regarding our Class A common stock.
•Our business depends on our ability to retain and upgrade paying users, and any decline in renewals or upgrades could adversely affect our future results of operations.
•Our future growth could be harmed if we fail to attract new users or convert registered users to paying users.
•We have in the past and may continue to experience privacy and data security breaches or incidents.
•Our rate of growth has declined in past periods. If we do not successfully execute our plan for future growth, our growth rate may continue to decline in the future.
•Our business may be significantly impacted by a change in general economic, political, and market conditions, including any resulting effect on consumer or business spending.
•We operate in competitive markets, and we must continue to compete effectively.
•Failure to respond to rapid technological changes, extend our platform, or develop new features or products may harm our ability to compete effectively, which would adversely affect our business.
•Our business depends upon the interoperability of our platform across devices, operating systems, and third-party applications that we do not control.
•Our business could be harmed by any significant disruption of service on our platform or loss of content.
•We generate revenue from sales of subscriptions to our platform, and declines in demand for our platform, or for content collaboration solutions in general, could negatively impact our business.
•We depend on our key personnel and other highly qualified personnel, and if we fail to attract, integrate, and retain our personnel, and maintain our unique corporate culture, our business could be harmed.
•We have a limited history of operating with a Virtual First workforce and the long-term impact on our financial results and business operations remains uncertain.
•Our lack of a significant outbound sales force may limit the potential growth of our business.
•Our revenue growth rate has declined in recent periods and may continue to slow in the future.
•We have a history of net losses, we may increase expenses in the future, and we may not be able to achieve or maintain profitability.
•Servicing our 2026 Notes and 2028 Notes (as defined below) may require a significant amount of cash, and we may not have sufficient cash flow or the ability to raise the funds necessary to satisfy our obligations under the 2026 Notes or 2028 Notes.
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DROPBOX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)
| | | | | | | | | | | |
| As of |
| March 31, 2024 | | December 31, 2023 |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 548.9 | | | $ | 614.9 | |
Short-term investments | 627.0 | | | 741.1 | |
Trade and other receivables, net | 66.7 | | | 68.7 | |
Prepaid expenses and other current assets | 96.6 | | | 91.9 | |
Total current assets | 1,339.2 | | | 1,516.6 | |
Property and equipment, net | 315.0 | | | 309.2 | |
Operating lease right-of-use asset | 177.6 | | | 183.8 | |
Intangible assets, net | 51.6 | | | 58.1 | |
Goodwill | 401.8 | | | 402.2 | |
Deferred tax assets | 460.8 | | | 460.4 | |
Other assets | 51.7 | | | 53.2 | |
Total assets | $ | 2,797.7 | | | $ | 2,983.5 | |
Liabilities and stockholders' deficit | | | |
Current liabilities: | | | |
Accounts payable | $ | 32.0 | | | $ | 38.5 | |
Accrued and other current liabilities | 160.2 | | | 155.2 | |
Accrued compensation and benefits | 42.7 | | | 109.2 | |
Operating lease liability | 75.0 | | | 57.4 | |
Finance lease obligation | 115.1 | | | 116.2 | |
Deferred revenue | 741.8 | | | 725.0 | |
Total current liabilities | 1,166.8 | | | 1,201.5 | |
Operating lease liability, non-current | 281.6 | | | 310.7 | |
Finance lease obligation, non-current | 164.2 | | | 168.5 | |
Convertible senior notes, net, non-current | 1,378.7 | | | 1,377.8 | |
Other non-current liabilities | 83.6 | | | 90.8 | |
Total liabilities | 3,074.9 | | | 3,149.3 | |
Commitments and contingencies (Note 9) | | | |
Stockholders' deficit: | | | |
Additional paid-in-capital | 2,554.8 | | | 2,598.0 | |
Accumulated deficit | (2,811.6) | | | (2,742.3) | |
Accumulated other comprehensive loss | (20.4) | | | (21.5) | |
Total stockholders' deficit | (277.2) | | | (165.8) | |
Total liabilities and stockholders' deficit | $ | 2,797.7 | | | $ | 2,983.5 | |
See accompanying Notes to Condensed Consolidated Financial Statements.
DROPBOX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2024 | | 2023 | | | | |
Revenue | $ | 631.3 | | | $ | 611.1 | | | | | |
Cost of revenue(1) | 105.8 | | | 116.8 | | | | | |
Gross profit | 525.5 | | | 494.3 | | | | | |
Operating expenses:(1) | | | | | | | |
Research and development | 219.1 | | | 235.2 | | | | | |
Sales and marketing | 108.8 | | | 119.2 | | | | | |
General and administrative | 54.1 | | | 55.8 | | | | | |
| | | | | | | |
Total operating expenses | 382.0 | | | 410.2 | | | | | |
Income from operations | 143.5 | | | 84.1 | | | | | |
Interest income, net | 7.3 | | | 3.9 | | | | | |
Other income (loss), net | 0.3 | | | (0.4) | | | | | |
Income before income taxes | 151.1 | | | 87.6 | | | | | |
Provision for income taxes | (18.8) | | | (18.6) | | | | | |
Net income | $ | 132.3 | | | $ | 69.0 | | | | | |
Net income per share-basic and diluted: | | | | | | | |
Basic net income per share | $ | 0.40 | | | $ | 0.20 | | | | | |
Diluted net income per share | $ | 0.39 | | | $ | 0.20 | | | | | |
Weighted-average shares used in computing net income per share attributable to common stockholders, basic | 334.8 | | | 347.1 | | | | | |
Weighted-average shares used in computing net income per share attributable to common stockholders, diluted | 340.7 | | | 348.8 | | | | | |
(1) Includes stock-based compensation as follows:
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2024 | | 2023 | | | | |
Cost of revenue | $ | 5.2 | | | $ | 5.4 | | | | | |
Research and development(2) | 55.4 | | | 52.9 | | | | | |
Sales and marketing | 5.1 | | | 5.5 | | | | | |
General and administrative | 12.3 | | | 12.2 | | | | | |
Total stock-based compensation | $ | 78.0 | | | $ | 76.0 | | | | | |
(2) On March 15, 2023, the Company's President resigned, resulting in the reversal of $6.7 million in stock-based compensation expense. Of the total amount reversed, $4.4 million related to expense recognized prior to January 1, 2023.
See accompanying Notes to Condensed Consolidated Financial Statements.
DROPBOX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2024 | | 2023 | | | | |
Net income | $ | 132.3 | | | $ | 69.0 | | | | | |
Other comprehensive income: | | | | | | | |
Change in foreign currency translation adjustments | (1.1) | | | (0.7) | | | | | |
Change in net unrealized gains and losses on short-term investments | 2.2 | | | 10.3 | | | | | |
Total other comprehensive income | $ | 1.1 | | | $ | 9.6 | | | | | |
Comprehensive income | $ | 133.4 | | | $ | 78.6 | | | | | |
See accompanying Notes to Condensed Consolidated Financial Statements.
DROPBOX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(In millions)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2024 | | Three Months Ended March 31, 2023 |
| Class A and Class B Common Stock | | Additional paid in capital | | Accumulated deficit | | Accumulated other comprehensive loss | | Total stockholders' deficit | | Class A and Class B common stock | | Additional paid-in capital | | Accumulated deficit | | Accumulated other comprehensive income | | Total stockholders' deficit |
| Shares | | Amount | | | | | | Shares | | Amount | |
Balances at beginning of period | 336.7 | | | $ | — | | | $ | 2,598.0 | | | $ | (2,742.3) | | | $ | (21.5) | | | $ | (165.8) | | | 349.4 | | | $ | — | | | $ | 2,511.6 | | | $ | (2,772.1) | | | $ | (48.9) | | | $ | (309.4) | |
Release of restricted stock units and awards | 3.4 | | | — | | | — | | | — | | | — | | | — | | | 3.7 | | | — | | | — | | | — | | | — | | | — | |
Shares withheld related to net share settlement of restricted stock units and awards | (1.3) | | | — | | | (12.5) | | | (28.8) | | | — | | | (41.3) | | | (1.4) | | | — | | | (12.9) | | | (21.2) | | | — | | | (34.1) | |
Repurchases of common stock | (11.1) | | | — | | | (108.8) | | | (172.8) | | | — | | | (281.6) | | | (8.1) | | | — | | | (73.3) | | | (103.2) | | | — | | | (176.5) | |
Exercise of stock options and awards | — | | | — | | | 0.1 | | | — | | | — | | | 0.1 | | | 0.1 | | | — | | | 0.2 | | | — | | | — | | | 0.2 | |
Stock-based compensation | — | | | — | | | 78.0 | | | — | | | — | | | 78.0 | | | — | | | — | | | 76.0 | | | — | | | — | | | 76.0 | |
Other comprehensive income | — | | | — | | | — | | | — | | | 1.1 | | | 1.1 | | | — | | | — | | | — | | | — | | | 9.6 | | | 9.6 | |
Net income | — | | | — | | | — | | | 132.3 | | | — | | | 132.3 | | | — | | | — | | | — | | | 69.0 | | | — | | | 69.0 | |
Balances at end of period | 327.7 | | | $ | — | | | $ | 2,554.8 | | | $ | (2,811.6) | | | $ | (20.4) | | | $ | (277.2) | | | 343.7 | | | $ | — | | | $ | 2,501.6 | | | $ | (2,827.5) | | | $ | (39.3) | | | $ | (365.2) | |
See accompanying Notes to Condensed Consolidated Financial Statement
DROPBOX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2024 | | 2023 |
Cash flow from operating activities | | | |
Net income | $ | 132.3 | | | $ | 69.0 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Depreciation and amortization | 31.4 | | | 42.5 | |
Stock-based compensation | 78.0 | | | 76.0 | |
Amortization of debt issuance costs | 1.1 | | | 1.0 | |
Amortization of deferred commissions | 7.5 | | | 10.7 | |
Non-cash operating lease expense | 9.3 | | | 12.7 | |
Deferred taxes | (0.5) | | | 3.4 | |
Other | 1.2 | | | 0.7 | |
Changes in operating assets and liabilities: | | | |
Trade and other receivables, net | 1.6 | | | (3.8) | |
Prepaid expenses and other current assets | (10.7) | | | (7.2) | |
Other assets | 0.9 | | | 1.1 | |
Accounts payable | (8.2) | | | (0.3) | |
Accrued and other current liabilities | (5.5) | | | 25.6 | |
Accrued compensation and benefits | (66.3) | | | (91.6) | |
Deferred revenue | 16.6 | | | 24.7 | |
Other non-current liabilities | 1.4 | | | (4.7) | |
Operating lease liabilities | (14.6) | | | (19.9) | |
Net cash provided by operating activities | 175.5 | | | 139.9 | |
Cash flow from investing activities | | | |
Capital expenditures | (9.2) | | | (1.9) | |
Purchases of short-term investments | (62.3) | | | (30.9) | |
Proceeds from sales of short-term investments | 55.6 | | | 152.7 | |
Proceeds from maturities of short-term investments | 123.9 | | | 77.6 | |
Other | 5.7 | | | 3.3 | |
Net cash provided by investing activities | 113.7 | | | 200.8 | |
Cash flow from financing activities | | | |
Payments for taxes related to net share settlement of restricted stock units and awards | (41.3) | | | (34.1) | |
Proceeds from issuance of common stock, net of taxes withheld | 0.1 | | | 0.2 | |
Principal payments on finance lease obligations | (32.1) | | | (32.0) | |
Common stock repurchases | (279.4) | | | (175.4) | |
Net cash used in financing activities | (352.7) | | | (241.3) | |
Effect of exchange rate changes on cash and cash equivalents | (2.5) | | | 0.5 | |
Change in cash and cash equivalents | (66.0) | | | 99.9 | |
Cash and cash equivalents - beginning of period | 614.9 | | | 232.8 | |
Cash and cash equivalents - end of period | $ | 548.9 | | | $ | 332.7 | |
| | | |
Supplemental cash flow data: | | | |
Property and equipment acquired under finance leases | $ | 26.6 | | | $ | 34.5 | |
See accompanying Notes to Condensed Consolidated Financial Statements.
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
Note 1. Description of the Business and Summary of Significant Accounting Policies
Business
Dropbox, Inc. (the “Company” or “Dropbox”) helps keep life organized and work moving. The Company was incorporated in May 2007 as Evenflow, Inc., a Delaware corporation, and changed its name to Dropbox, Inc. in October 2009. The Company is headquartered in San Francisco, California.
Basis of presentation and consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the United States of America generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. The accompanying unaudited condensed consolidated financial statements include the accounts of Dropbox and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The condensed consolidated balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the balance sheets, statements of operations, statements of comprehensive income, statements of stockholders' deficit and the statements of cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ended December 31, 2024 or any future period.
The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2023, included in the Company's Annual Report on Form 10-K on file with the SEC ("Annual Report").
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Company’s condensed consolidated financial statements and accompanying notes. These estimates are based on information available as of the date of the condensed consolidated financial statements. Management evaluates these estimates and assumptions on a regular basis. Actual results may differ materially from these estimates.
The Company’s most significant estimates and judgments are related to the valuation of right-of-use and related lease assets and income taxes.
The Company reviews the useful lives of long-lived assets on an ongoing basis, and effective January 1, 2024, the Company changed the estimate of the useful lives of certain infrastructure server and component assets, which are included in “Property and equipment, net” and are depreciated through cost of revenue, from four to five years. The Company has extended the economic life of these assets in light of recent technological advancements. The effect of this change in estimate during the three months ended March 31, 2024 was a reduction in depreciation expense of $10.4 million and a benefit to net income of $8.1 million, or $0.03 per basic and diluted share. The Company estimates that this change in estimate will have a favorable impact to cost of revenue in fiscal year 2024 of approximately $30.5 million. The impact from the change in the Company's estimate was calculated based on assets that existed as of the effective date of the change and applying the revised estimated useful lives prospectively.
Financial information about segments and geographic areas
The Company manages its operations and allocates resources as a single operating segment. Further, the Company manages, monitors, and reports its financials as a single reporting segment. The Company’s chief operating decision-maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. See Note 14 "Geographic Areas" to the Company's condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for information regarding the Company’s long-lived assets and revenue by geography.
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
Foreign currency transactions
The assets and liabilities of the Company’s foreign subsidiaries are translated from their respective functional currencies into U.S. dollars at the exchange rates in effect at the balance sheet date. Revenue and expense amounts are translated at the average exchange rate for the period. Foreign currency translation gains and losses are recorded in other comprehensive income, net of tax.
Gains and losses realized from foreign currency transactions (those transactions denominated in currencies other than the foreign subsidiaries’ functional currency) are included in other income (loss), net. Monetary assets and liabilities are remeasured using foreign currency exchange rates at the end of the period, and non-monetary assets are remeasured based on historical exchange rates. Foreign currency transaction gains or losses were immaterial during the three months ended March 31, 2024 and 2023.
Revenue recognition
The Company derives its revenue from subscription fees from customers for access to its platform. The Company’s policy is to exclude sales and other indirect taxes when measuring the transaction price of its subscription agreements. The Company accounts for revenue contracts with customers through the following steps:
•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
The Company’s subscription agreements are generally non-cancelable and have monthly or annual contractual terms with a small percentage having multi-year contractual terms. Revenue is recognized ratably over the related contractual term beginning on the date that the platform is made available to a customer. Access to the platform represents a series of distinct services as the Company continually provides access to, and fulfills its obligation to the end customer over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. The Company recognizes revenue ratably because the customer receives and consumes the benefits of the platform throughout the contract period.
The Company bills in advance for monthly contracts and typically bills annually in advance for contracts with terms of one year or longer. The Company also recognizes an immaterial amount of contract assets, or unbilled receivables, primarily related to consideration for services completed but not billed at the reporting date. Unbilled receivables are classified as receivables when the Company has the right to invoice the customer.
The Company records contract liabilities when cash payments are received or due in advance of performance to deferred revenue. Deferred revenue primarily relates to the advance consideration received from the customer.
The price of subscriptions is generally fixed at contract inception and therefore, the Company’s contracts do not contain a significant amount of variable consideration. As a result, the amount of revenue recognized in the periods presented from performance obligations satisfied (or partially satisfied) in previous periods was not material.
The Company recognized $346.5 million and $331.5 million of revenue during the three months ended March 31, 2024 and 2023, respectively, that was included in the deferred revenue balances at the beginning of their respective periods.
As of March 31, 2024, future estimated revenue related to performance obligations that were unsatisfied or partially unsatisfied was $813.0 million. The substantial majority of the unsatisfied performance obligations will be satisfied over the next twelve months.
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
Stock-based compensation
The Company has primarily granted restricted stock units (“RSUs”) to its employees and members of the Board of Directors under the 2008 Equity Incentive Plan (“2008 Plan”), the 2017 Equity Incentive Plan (“2017 Plan”), and the 2018 Equity Incentive Plan (“2018 Plan” and together with the 2008 Plan and 2017 Plan, the "Dropbox Equity Incentive Plans”). Since August 2015, the Company has granted RSUs, which have a service based vesting condition over a four-year period vesting quarterly, as the only stock-based awards to its employees, with the exception of restricted stock awards granted to its co-founder and certain executives, and has not granted any stock options to employees under the Dropbox Equity Incentive Plans. The Company recognizes compensation expense associated with RSUs on a straight-line basis over the requisite service period and accounts for forfeitures in the period in which they occur.
The Board of Directors determines the fair value of each share of underlying common stock based on the closing price of the Company's Class A common stock as reported on the Nasdaq Global Select Market on the date of the grant.
In December 2017, the Board of Directors approved the Company’s Co-Founder Grant, consisting of 10.3 million shares of Class A Common Stock in the form of restricted stock awards ("RSAs") which were granted to Drew Houston, the Company’s co-founder and Chief Executive Officer. This Co-Founder Grant has service-based, market-based, and performance-based vesting conditions. The Co-Founder Grant is excluded from Class A common stock issued and outstanding until the satisfaction of these vesting conditions. The Company estimated the grant date fair value of the Co-Founder Grant using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that certain stock price targets may not be satisfied. The first tranche of the Co-Founder Grant vested in the fourth quarter of 2021. The stock-based compensation expense for the Co-Founder Grant is recognized utilizing the accelerated attribution method over the requisite service period identified as the derived service period over which the market conditions are expected to be achieved, and is not reversed if the market conditions are not satisfied. Therefore no incremental stock-based compensation was recognized upon vesting of these RSAs. See Note 11, "Stockholders' Deficit" to the Company's condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information.
Cost of revenue
Cost of revenue consists primarily of expenses associated with the storage, delivery, and distribution of the Company’s platform for both paying users and free users. These costs, which are referred to as infrastructure costs, include depreciation of servers located in co-location facilities that the Company leases and operates, rent and facilities expense for those datacenters, network and bandwidth costs, support and maintenance costs for infrastructure equipment, and payments to third-party datacenter service providers. Cost of revenue also includes salaries, bonuses, benefits, travel-related expenses, and stock-based compensation, which are referred to as employee-related costs, for employees whose primary responsibilities relate to supporting the Company’s infrastructure and delivering user support. Other non-employee costs included in cost of revenue include credit card fees related to processing customer transactions and allocated overhead, such as facilities, including rent, utilities, depreciation on leasehold improvements and other equipment shared by all departments, and shared information technology costs. In addition, cost of revenue includes amortization of developed technologies, professional fees related to user support initiatives, and property taxes related to the datacenters.
Cash and cash equivalents
Cash consists primarily of cash on deposit with banks and includes amounts in transit from payment processors for credit and debit card transactions, which typically settle within five business days. Cash equivalents include highly liquid investments purchased with an original maturity date of 90 days or less from the date of purchase.
The Company monitors its credit risk by considering factors such as historical experience, credit ratings, current economic conditions, and reasonable and supportable forecasts.
Short-term investments
The Company’s short-term investments are primarily comprised of corporate notes and obligations, U.S. Treasury securities, certificates of deposit, asset-backed securities, commercial paper, U.S. agency obligations, foreign government securities, supranational securities, and municipal securities. The Company determines the appropriate classification of its short-term investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company has
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
classified and accounted for its short-term investments as available-for-sale securities as the Company may sell these securities at any time for use in its current operations or for other purposes, even prior to maturity. As a result, the Company classifies its short-term investments, including securities with stated maturities beyond twelve months, within current assets in the condensed consolidated balance sheets.
The Company's short-term investments are recorded at fair value each reporting period. Unrealized gains and losses on these short-term investments are reported as a separate component of accumulated other comprehensive loss in the condensed consolidated balance sheets until realized. Unrealized gains and losses for any short-term investments that management intends to sell or it is more likely than not that management will be required to sell prior to their anticipated recovery are recorded in other income (loss), net. The Company segments its portfolio based on the underlying risk profiles of the securities and has a zero-loss expectation for U.S. treasury and U.S. government agency securities. The Company regularly reviews the securities in an unrealized loss position and evaluates the current expected credit loss by considering factors such as credit ratings, issuer-specific factors, current economic conditions, and reasonable and supportable forecasts. The Company did not record any material credit losses during the three months ended March 31, 2024. As of March 31, 2024 and December 31, 2023, no allowance for credit losses in short-term investments was recorded.
Concentrations of credit risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, accounts receivable, and short-term investments. Although the Company deposits its cash and cash equivalents with multiple well-established financial institutions, the deposits, at times, may exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents and management believes that the institutions where the Company has deposits are financially stable and, accordingly, minimal credit risk exists.
Trade accounts receivable are typically unsecured and are derived from revenue earned from customers located around the world. Two distribution partners accounted for 14% and 46% of total trade and other receivables, net as of March 31, 2024. Two distribution partners accounted for 11% and 43% of total trade and other receivables, net as of December 31, 2023. No customer accounted for more than 10% of the Company’s revenue in the periods presented.
Deferred commissions, net
Deferred commissions, net is stated as gross deferred commissions less accumulated amortization. Deferred commissions are considered to be incremental and recoverable costs of obtaining a contract with a customer such as sales commissions earned by the Company’s sales force including related payroll taxes and revenue share earned by strategic partners. These amounts have been capitalized as deferred commissions within prepaid and other current assets and other assets on the condensed consolidated balance sheets. The Company deferred incremental costs of obtaining a contract of $7.6 million and $6.1 million during the three months ended March 31, 2024 and 2023, respectively.
Deferred commissions, net included in prepaid and other current assets were $23.4 million as of both March 31, 2024 and December 31, 2023, respectively. Deferred commissions, net included in other assets were $22.1 million and $22.0 million as of March 31, 2024 and December 31, 2023, respectively.
Commissions related to new contracts are typically deferred and amortized over a period of benefit of five years. The period of benefit was estimated by considering factors such as historical customer attrition rates, the useful life of the Company’s technology, and the impact of competition in its industry. Commissions that are commensurate with renewal contracts are typically amortized over one year. Amortization of deferred commissions was $7.5 million and $10.7 million for the three months ended March 31, 2024 and 2023, respectively. Amortization of deferred commissions costs are included in sales and marketing expense in the accompanying condensed consolidated statements of operations. There was no impairment loss in relation to the deferred costs for any period presented.
Property and equipment, net
Equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the related asset, which is generally three to seven years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the related lease.
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
The following table presents the estimated useful lives of property and equipment:
| | | | | | | | |
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 |
Lease obligations
The Company leases office space, datacenters, and equipment under non-cancelable finance and operating leases with various expiration dates through 2036. The Company determines if an arrangement contains a lease at inception.
Operating lease right-of-use assets and lease liabilities are recognized at the present value of the future lease payments at commencement date. The interest rate implicit in the Company’s operating leases is not readily determinable, and therefore an incremental borrowing rate is estimated to determine the present value of future payments. The estimated incremental borrowing rate factors in a hypothetical interest rate on a collateralized basis with similar terms, payments, and economic environments. Operating lease right-of-use assets also include any prepaid lease payments and lease incentives.
Certain of the operating lease agreements contain rent concession, rent escalation, and option to renew provisions. Rent concession and rent escalation provisions are considered in determining the single lease cost to be recorded over the lease term. Single lease cost is recognized on a straight-line basis over the lease term commencing on the date the Company has the right to use the leased property. The lease terms may include options to extend or terminate the lease. The Company generally uses the base, non-cancelable, lease term when recognizing the lease assets and liabilities, unless it is reasonably certain that the option will be exercised.
In addition, certain operating lease agreements contain tenant improvement allowances from its landlords. These allowances are accounted for as lease incentives and decrease the Company's right-of-use asset and reduce single lease cost over the lease term.
As part of the Company's Virtual First strategy, Dropbox has retained a portion of its office space for in-person collaboration while the remainder will be subleased. During the three months ended March 31, 2024 and 2023, the Company did not recognize any impairment charge related to right-of-use assets and other lease related property and equipment assets. See Note 8 "Leases" to our condensed consolidated financial statements included elsewhere in the Quarterly Report on Form 10-Q for further information.
The Company leases certain equipment from various third parties, through equipment finance leases. These leases either include a bargain purchase option, a full transfer of ownership at the completion of the lease term, or the terms of the leases are at least 75 percent of the useful lives of the assets and are therefore classified as finance leases. These leases are capitalized in property and equipment, net and the related amortization of assets under finance leases is included in depreciation and amortization expense. Initial asset values and finance lease obligations are based on the present value of future minimum lease payments.
The Company’s finance lease agreements may contain lease and non-lease components. The non-lease components include payments for support on infrastructure equipment obtained via finance leases, which when not significant in relation to the overall agreement, are combined with the lease components and accounted for together as a single lease component.
Business combinations
The Company uses best estimates and assumptions, including but not limited to, future expected cash flows, expected asset lives, and discount rates, to assign a fair value to the tangible and intangible assets acquired and liabilities assumed in business combinations as of the acquisition date. These estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed,
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
whichever comes first, any subsequent adjustments are recorded to the Company’s condensed consolidated statements of operations.
Long-lived assets, including goodwill and other acquired intangible assets, net
The Company evaluates the recoverability of its property and equipment and finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review determines that the carrying amount of specific property and equipment or intangible assets is not recoverable, the carrying amount of such assets is reduced to its fair value.
The Company reviews goodwill for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances would more likely than not reduce the fair value of its single reporting unit below its carrying value.
The Company has not recorded impairment charges on goodwill or intangible assets for the periods presented in these condensed consolidated financial statements.
During the three months ended March 31, 2024 and 2023, the Company did not recognize any impairment charge related to right-of-use assets and other lease related property and equipment assets.
Acquired property and equipment and finite-lived intangible assets are amortized over their useful lives. The Company evaluates the estimated remaining useful life of these assets when events or changes in circumstances warrant a revision to the remaining period of depreciation or amortization. If the Company revises the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life on a prospective basis. In the first quarter of 2024, the Company changed the estimate of the useful lives of certain infrastructure server and component assets from four to five years. See "Use of estimates" within Note 1 above for further information.
Income taxes
Deferred income tax balances reflect the effects of temporary differences between the financial reporting and tax bases of the Company’s assets and liabilities using enacted tax rates expected to apply when taxes are actually paid or recovered. In addition, deferred tax assets are recorded for net operating loss and credit carryforwards.
A valuation allowance is provided against deferred tax assets unless it is more likely than not that they will be realized based on all available positive and negative evidence. Such evidence includes, but is not limited to, recent cumulative earnings or losses, expectations of future taxable income by taxing jurisdiction, and the carry-forward periods available for the utilization of deferred tax assets.
The Company uses a two-step approach to recognizing and measuring uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense.
Although the Company believes that it has adequately reserved for its uncertain tax positions, it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company evaluates its uncertain tax positions on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of an audit, and effective settlement of audit issues.
To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and results of operations.
The Tax Cuts and Jobs Act of 2017 ("TCJA") subjects a U.S. shareholder to current tax on global intangible low-taxed income ("GILTI") earned by foreign subsidiaries. The Company accounts for GILTI as a period cost as incurred.
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
Fair value measurement
The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions, and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.
Recently issued accounting pronouncements not yet adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. This change requires application on a fully retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this standard on the Company's consolidated financial statement disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance income tax disclosures primarily through changes in rate reconciliation and income taxes paid disclosures. The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this standard on the Company's consolidated financial statement disclosures.
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
Note 2.Cash, Cash Equivalents and Short-Term Investments
The amortized cost, unrealized gains and losses and estimated fair value of the Company's cash, cash equivalents and short-term investments as of March 31, 2024 and December 31, 2023 consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | |
| As of March 31, 2024 |
| Amortized Cost | | Unrealized Gain | | Unrealized Loss | | Estimated Fair Value |
Cash | $ | 109.7 | | | $ | — | | | $ | — | | | $ | 109.7 | |
Cash equivalents | | | | | | | |
Money market funds | 439.2 | | — | | | — | | | 439.2 |
Total cash & cash equivalents | $ | 548.9 | | | $ | — | | | $ | — | | | $ | 548.9 | |
Short-term investments | | | | | | | |
Corporate notes and obligations | 337.0 | | 0.2 | | | (9.1) | | | 328.1 |
U.S. Treasury securities | 163.4 | | — | | | (5.6) | | | 157.8 |
Asset backed securities | 61.0 | | — | | | (1.8) | | | 59.2 |
Municipal securities | 42.8 | | — | | | (1.7) | | | 41.1 |
Commercial paper | 27.0 | | | — | | | — | | | 27.0 | |
Certificates of deposit | 6.7 | | | — | | | — | | | 6.7 | |
U.S. agency obligations | 3.8 | | | — | | | (0.3) | | | 3.5 | |
Foreign government obligations | 2.0 | | | — | | | (0.1) | | | 1.9 | |
Supranational securities | 1.8 | | | — | | | (0.1) | | | 1.7 | |
Total short-term investments | 645.5 | | | 0.2 | | | (18.7) | | | 627.0 | |
Total | $ | 1,194.4 | | | $ | 0.2 | | | $ | (18.7) | | | $ | 1,175.9 | |
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2023 |
| Amortized Cost | | Unrealized Gain | | Unrealized Loss | | Estimated Fair Value |
Cash | 81.3 | | $ | — | | | $ | — | | | 81.3 |
Cash equivalents | | | | | | | |
Money market funds | 514.8 | | | — | | | — | | | 514.8 |
U.S. Treasury securities | 10.0 | | | — | | | — | | | 10.0 | |
Commercial paper | 4.4 | | | — | | | — | | | 4.4 |
Corporate notes and obligations | 2.9 | | | — | | | — | | | 2.9 | |
Certificates of deposit | 1.3 | | | — | | | — | | | 1.3 | |
Municipal securities | 0.2 | | | — | | | — | | | 0.2 | |
Total cash & cash equivalents | $ | 614.9 | | | $ | — | | | $ | — | | | $ | 614.9 | |
Short-term investments | | | | | | | |
Corporate notes and obligations | 359.6 | | | 0.4 | | | (10.3) | | | 349.7 | |
U.S. Treasury securities | 231.2 | | | 0.2 | | | (6.1) | | | 225.3 | |
Asset backed securities | 72.3 | | | — | | | (2.3) | | | 70.0 | |
Municipal securities | 48.3 | | | — | | | (2.0) | | | 46.3 | |
Commercial paper | 30.7 | | | — | | | — | | | 30.7 | |
Certificates of deposit | 8.4 | | | — | | | — | | | 8.4 | |
U.S. agency obligations | 6.0 | | | — | | | (0.3) | | | 5.7 | |
Foreign government obligations | 3.5 | | | — | | | (0.2) | | | 3.3 | |
Supranational securities | 1.8 | | | — | | | (0.1) | | | 1.7 | |
Total short-term investments | 761.8 | | | 0.6 | | | (21.3) | | | 741.1 | |
Total | $ | 1,376.7 | | | $ | 0.6 | | | $ | (21.3) | | | $ | 1,356.0 | |
Included in cash and cash equivalents is cash in transit from payment processors for credit and debit card transactions of $22.1 million and $17.0 million as of March 31, 2024 and December 31, 2023, respectively.
All short-term investments were designated as available-for-sale securities as of March 31, 2024 and December 31, 2023.
The following table presents the contractual maturities of the Company’s short-term investments as of March 31, 2024:
| | | | | | | | | | | |
| As of March 31, 2024 |
| Amortized cost | | Estimated fair value |
Due within one year | $ | 191.8 | | | $ | 189.9 | |
Due between one to three years | 415.7 | | | 400.2 | |
Due after three years | 38.0 | | | 36.9 | |
Total | $ | 645.5 | | | $ | 627.0 | |
The Company had 384 short-term investments in unrealized loss positions as of March 31, 2024. There were no material gains or losses from short-term investments that were reclassified out of accumulated other comprehensive loss for the three months ended March 31, 2024 and 2023.
As of March 31, 2024, the Company’s short-term investments portfolio consisted of nine security types, seven of which were in an unrealized loss position. The Company’s short-term investments had unrealized losses of approximately $18.7 million as of March 31, 2024. The following tables present the breakdown of the short-term investments that have been in a continuous unrealized loss position aggregated by investment category, as of March 31, 2024 and December 31, 2023:
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of March 31, 2024 |
| Less than 12 months | | More than 12 months | | Total |
| Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses |
Corporate notes and obligations | $ | 57.2 | | | $ | (0.2) | | | $ | 197.2 | | | $ | (8.9) | | | $ | 254.4 | | | $ | (9.1) | |
U.S. Treasury securities | 38.7 | | | (0.4) | | | 96.4 | | | (5.2) | | | 135.1 | | | (5.6) | |
Asset backed securities | 1.6 | | | — | | | 55.2 | | | (1.8) | | | 56.8 | | | (1.8) | |
Municipal securities | — | | | — | | | 40.9 | | | (1.7) | | | 40.9 | | | (1.7) | |
U.S. agency obligations | — | | | — | | | 3.5 | | | (0.3) | | | 3.5 | | | (0.3) | |
Foreign government obligations | — | | | — | | | 1.8 | | | (0.1) | | | 1.8 | | | (0.1) | |
Supranational securities | — | | | — | | | 1.6 | | | (0.1) | | | 1.6 | | | (0.1) | |
Total | $ | 97.5 | | | $ | (0.6) | | | $ | 396.6 | | | $ | (18.1) | | | $ | 494.1 | | | $ | (18.7) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2023 |
| Less than 12 months | | More than 12 months | | Total |
| Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses |
Corporate notes and obligations | $ | 25.1 | | | $ | (0.1) | | | $ | 240.3 | | | $ | (10.2) | | | $ | 265.4 | | | $ | (10.3) | |
U.S. Treasury securities | 17.8 | | | (0.1) | | | 174.0 | | | (6.0) | | | 191.8 | | | (6.1) | |
Asset backed securities | 0.6 | | | — | | | 66.0 | | | (2.3) | | | 66.6 | | | (2.3) | |
Municipal securities | — | | | — | | | 46.1 | | | (2.0) | | | 46.1 | | | (2.0) | |
U.S. agency obligations | — | | | — | | | 3.5 | | | (0.3) | | | 3.5 | | | (0.3) | |
Foreign government obligations | — | | | — | | | 3.3 | | | (0.2) | | | 3.3 | | | (0.2) | |
Supranational securities | — | | | — | | | 1.6 | | | (0.1) | | | 1.6 | | | (0.1) | |
Total | $ | 43.5 | | | $ | (0.2) | | | $ | 534.8 | | | $ | (21.1) | | | $ | 578.3 | | | $ | (21.3) | |
Unrealized losses on short-term investments have not been recorded into income because management does not intend to sell nor will be required to sell these securities prior to their anticipated recovery, and for which the decline in fair value is largely due to changes in interest rates. The credit ratings associated with the corporate notes and obligations are mostly unchanged, are highly rated and the issuers continue to make timely principal and interest payments.
The Company recorded interest income from its cash, cash equivalents, and short-term investments of $11.9 million and $7.2 million during the three months ended March 31, 2024 and 2023, respectively.
Note 3.Fair Value Measurements
The Company measures its financial instruments at fair value each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis using the input categories discussed in Note 1:
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
| | | | | | | | | | | | | | | | | | | | | | | |
| As of March 31, 2024 |
| Level 1 | | Level 2 | | Level 3 | | Total |
Cash equivalents | | | | | | | |
Money market funds | $ | 439.2 | | | $ | — | | | $ | — | | | $ | 439.2 | |
Total cash equivalents | $ | 439.2 | | | $ | — | | | $ | — | | | $ | 439.2 | |
Short-term investments | | | | | | | |
Corporate notes and obligations | — | | | 328.1 | | | — | | | 328.1 | |
U.S. Treasury securities | — | | | 157.8 | | | — | | | 157.8 | |
Asset backed securities | — | | | 59.2 | | | — | | | 59.2 | |
Municipal securities | — | | | 41.1 | | | — | | | 41.1 | |
Commercial paper | — | | | 27.0 | | | — | | | 27.0 | |
Certificates of deposit | — | | | 6.7 | | | — | | | 6.7 | |
U.S. agency obligations | — | | | 3.5 | | | — | | | 3.5 | |
Foreign government obligations | — | | | 1.9 | | | — | | | 1.9 | |
Supranational securities | — | | | 1.7 | | | — | | | 1.7 | |
Total short-term investments | — | | | 627.0 | | | — | | | 627.0 | |
Total | $ | 439.2 | | | $ | 627.0 | | | $ | — | | | $ | 1,066.2 | |
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2023 |
| Level 1 | | Level 2 | | Level 3 | | Total |
Cash equivalents | | | | | | | |
Money market funds | $ | 514.8 | | | $ | — | | | $ | — | | | $ | 514.8 | |
U.S. Treasury securities | — | | | 10.0 | | | — | | | 10.0 | |
Commercial paper | — | | | 4.4 | | | — | | | 4.4 | |
Corporate notes and obligations | — | | | 2.9 | | | — | | | 2.9 | |
Certificates of deposit | — | | | 1.3 | | | — | | | 1.3 | |
Municipal securities | — | | | 0.2 | | | — | | | 0.2 | |
Total cash equivalents | $ | 514.8 | | | $ | 18.8 | | | $ | — | | | $ | 533.6 | |
Short-term investments | | | | | | | |
Corporate notes and obligations | — | | | 349.7 | | | — | | | 349.7 | |
U.S. Treasury securities | — | | | 225.3 | | | — | | | 225.3 | |
Asset backed securities | — | | | 70.0 | | | — | | | 70.0 | |
Municipal securities | — | | | 46.3 | | | — | | | 46.3 | |
Commercial paper | — | | | 30.7 | | | — | | | 30.7 | |
Certificates of deposit | — | | | 8.4 | | | — | | | 8.4 | |
U.S. agency obligations | — | | | 5.7 | | | — | | | 5.7 | |
Foreign government obligations | — | | | 3.3 | | | — | | | 3.3 | |
Supranational securities | — | | | 1.7 | | | — | | | 1.7 | |
Total short-term investments | — | | | 741.1 | | | — | | | 741.1 | |
Total | $ | 514.8 | | | $ | 759.9 | | | $ | — | | | $ | 1,274.7 | |
The Company had no transfers between levels of the fair value hierarchy during the periods presented.
The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable and accounts payable approximate fair value due to their short-term maturities and are excluded from the fair value table above.
The Company had $695.8 million in aggregate principal amount of 0% convertible senior notes due in 2026 (the "2026 Notes"), and $693.3 million in aggregate principal amount of 0% convertible senior notes due in 2028 (the "2028 Notes" and together with the 2026 Notes, the "Notes"), outstanding as of March 31, 2024. Refer to Note 8 "Debt" for further details on the 2026 Notes and 2028 Notes.
The estimated fair value of the 2026 Notes and the 2028 Notes, based on a market approach as of March 31, 2024 was approximately $674.9 million and $649.3 million, respectively. The Notes were categorized as Level 2 instruments as the estimated fair value was determined based on the estimated or actual bids and offers of the Notes in an over-the-counter market on the last business day of the period.
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
Note 4.Property and Equipment, Net
Property and equipment, net consisted of the following:
| | | | | | | | | | | |
| As of |
| March 31, 2024 | | December 31, 2023 |
Datacenter and other computer equipment | $ | 811.3 | | | $ | 783.2 | |
Furniture and fixtures | 11.7 | | | 11.6 | |
Leasehold improvements | 101.0 | | | 96.1 | |
Construction in progress | 0.6 | | | 4.6 | |
Total property and equipment | 924.6 | | | 895.5 | |
Accumulated depreciation and amortization | (609.6) | | | (586.3) | |
Property and equipment, net | $ | 315.0 | | | $ | 309.2 | |
The Company leases certain infrastructure, computer equipment, and furniture from various third parties, through equipment finance leases. Infrastructure assets as of March 31, 2024 and December 31, 2023 included a total of $455.3 million and $457.4 million, respectively, acquired under finance lease agreements. These leases are capitalized in property and equipment, and the related amortization of assets under finance leases is included in depreciation and amortization expense. The accumulated depreciation of the equipment under finance leases totaled $230.9 million and $234.7 million as of March 31, 2024 and December 31, 2023, respectively.
Depreciation expense related to property and equipment was $24.8 million and $35.0 million for the three months ended March 31, 2024 and 2023, respectively.
Note 5.Intangible Assets
Intangible assets consisted of the following:
| | | | | | | | | | | | | | | | | |
| As of March 31, | | As of December 31, | | Weighted- average remaining useful life (In years) As of March 31, |
| 2024 | | 2023 | | 2024 |
Developed technology | $ | 74.3 | | | $ | 74.3 | | | 3.3 |
Customer relationships | 43.2 | | | 43.2 | | | 1.1 |
Patents | 19.4 | | | 19.4 | | | 3.2 |
Software | 8.9 | | | 8.9 | | | 0.0 |
Trademarks and trade names | 5.8 | | | 5.8 | | | 1.6 |
Licenses | 4.8 | | | 4.6 | | | 4.7 |
Assembled workforce in asset acquisitions | 3.4 | | | 3.4 | | | 2.1 |
Other | 1.3 | | | 1.3 | | | 1.6 |
Total intangibles | 161.1 | | | 160.9 | | | |
Accumulated amortization | (109.5) | | | (102.8) | | | |
Intangible assets, net | $ | 51.6 | | | $ | 58.1 | | | |
Amortization expense was $6.7 million and $7.5 million for the three months ended March 31, 2024 and 2023, respectively.
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
Expected future amortization expense for intangible assets as of March 31, 2024 is as follows:
| | | | | |
| Intangible assets |
Remainder of 2024 | $ | 18.4 | |
2025 | 14.9 | |
2026 | 10.5 | |
2027 | 7.0 | |
2028 | 0.2 | |
2029 | — | |
Thereafter | 0.6 | |
Total | $ | 51.6 | |
Note 6.Goodwill
Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The changes in the carrying amounts of goodwill were as follows:
| | | | | |
Balance at December 31, 2023 | $ | 402.2 | |
Effect of foreign currency translation | (0.4) | |
Balance at March 31, 2024 | $ | 401.8 | |
Goodwill amounts are not amortized, but tested for impairment on an annual basis. There was no impairment of goodwill during the periods ended March 31, 2024 and December 31, 2023.
Note 7.Debt
Revolving credit facility
In February 2018, the Company entered into an amendment to the revolving credit facility to, among other things, permit the Company to make certain investments, enter into an unsecured standby letter of credit facility and increase its standby letter of credit sublimit to $187.5 million. The Company increased its borrowing capacity under the revolving credit facility from $600.0 million to $725.0 million. In February 2021, the Company amended the revolving credit facility to decrease its borrowing capacity under the revolving credit facility from $725.0 million to $500.0 million, the letter of credit sublimit from $187.5 million to $65.0 million and extended the term of the agreement through February 2026. The Company may from time-to-time request increases in its borrowing capacity under the revolving credit facility of up to $250.0 million, provided no event of default has occurred or is continuing or would result from such increase. In conjunction with the February 2021 amendment, the Company paid upfront issuance fees of $1.7 million, which are being amortized over the remaining term of the agreement, and wrote-off $0.2 million in unamortized deferred debt issuance costs. In March 2023, the Company amended the revolving credit facility to update its borrowing benchmark from LIBOR to SOFR, with a fixed credit spread adjustment of 0.10%. In conjunction with the March 2023 amendment, the Company incurred upfront issuance fees of $0.1 million, which are being amortized over the remaining term of the agreement.
Pursuant to the terms of the revolving credit facility, the Company may issue letters of credit under the revolving credit facility, which reduce the total amount available for borrowing. Pursuant to the terms of the revolving credit facility, the Company is required to pay an annual commitment fee that accrues at a rate of 0.20% per annum on the unused portion of the borrowing commitments under the revolving credit facility. In addition, the Company is required to pay a fee in connection with letters of credit issued under the revolving credit facility, which accrues at a rate of 1.375% per annum on the amount of such letters of credit outstanding. There is an additional fronting fee of 0.125% per annum multiplied by the average aggregate daily maximum amount available under all letters of credit. Borrowings under the revolving credit facility bear interest, at the
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
Company’s option, at an annual rate based on credit spread adjusted SOFR plus a spread of 1.375% or at an alternative base rate plus a spread of 0.375%.
The revolving credit facility contains customary conditions to borrowing, events of default and covenants, including covenants that restrict the Company’s ability to incur indebtedness, grant liens, make distributions to holders of the Company or its subsidiaries’ equity interests, make investments, or engage in transactions with its affiliates. In addition, the revolving credit facility contains financial covenants, including a consolidated leverage ratio incurrence covenant and a minimum liquidity balance of $100.0 million, which includes any available borrowing capacity. The Company was in compliance with the covenants of the revolving credit facility as of March 31, 2024 and December 31, 2023, respectively.
The Company had an aggregate of $31.2 million of letters of credit outstanding under the revolving credit facility as of March 31, 2024, and the Company’s total available borrowing capacity under the revolving credit facility was $468.8 million as of March 31, 2024. The Company’s letters of credit have final expiration dates through 2036.
Convertible senior notes
During the first quarter of 2021, the Company issued $695.8 million aggregate principal amount of the 2026 Notes. Additionally, during the first quarter of 2021, the Company issued $693.3 million aggregate principal amount of the 2028 Notes. The Notes were issued in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The net proceeds from the sale of the Notes were approximately $1.4 billion after deducting offering and issuance costs related to the Notes.
The Notes of each series do not bear regular interest. The Notes of each series may bear special interest as the remedy relating to the Company’s failure to comply with certain of its reporting obligations. The Company has complied with these reporting obligations from the issuance date through March 31, 2024. The 2026 Notes will mature on March 1, 2026, and the 2028 Notes will mature on March 1, 2028, in each case, unless earlier converted, redeemed or repurchased.
The initial conversion rate for the 2026 Notes is 26.1458 shares of the Company’s Class A common stock per $1,000 principal amount of such Note, which is equivalent to an initial conversion price of approximately $38.25 per share. The initial conversion rate for the 2028 Notes is 28.2889 shares of Class A common stock per $1,000 principal amount of such Notes, which is equivalent to an initial conversion price of approximately $35.35 per share. The conversion rate for each series of Notes will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid special interest. In addition, upon the occurrence of a make-whole fundamental change (as defined in the relevant indentures governing the Notes) or a notice of redemption, the Company will, in certain circumstances, increase the conversion rate of the relevant series of Notes by a number of additional shares for a holder that elects to convert all or a portion of its Notes of such series in connection with such make-whole fundamental change or who elects to convert such Notes that are subject to such notice of redemption. The conversion rate for the 2026 Notes and the 2028 Notes shall not exceed 43.1406 shares per $1,000 principal amount of such Notes, subject to certain customary anti-dilution adjustments (as defined in the relevant indentures governing the Notes). There have been no changes to the initial conversion price of the Notes since issuance as of March 31, 2024.
Upon conversion, the principal portion of the Notes of the applicable series being converted will be settled in cash, and any amount in excess of the principal portion of such Notes will be settled in cash or shares of the Company’s Class A common stock or any combination thereof at the Company’s option. The if-converted value of the 2026 Notes and the 2028 Notes was below the principal value of the respective Notes as of March 31, 2024. In addition, during the three months ended March 31, 2024 the conditions allowing holders of the Notes to convert during the following fiscal quarter were not met.
Prior to the close of business on the business day immediately preceding December 1, 2025, in the case of the 2026 Notes, and prior to the close of business on the business day immediately preceding December 1, 2027, in the case of the 2028 Notes, the Notes of the applicable series will be convertible only under the following circumstances: (1) during any calendar quarter commencing after June 30, 2021 (and only during such calendar quarter), if the last reported sale price of the Class A common stock for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the relevant series of Notes on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which, for each trading day of that period, the trading price per $1,000 principal amount of 2026 Notes or 2028 Notes, as applicable, for such trading day was less than 98% of the product of the last reported sale price of the Class A
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
common stock and the conversion rate for such series of Notes on each such trading day; (3) if the Company calls any or all of the Notes for redemption, such Notes of the applicable series called for redemption may be converted at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate transactions.
On or after December 1, 2025, in the case of the 2026 Notes, and on or after December 1, 2027, in the case of the 2028 Notes, until the close of business on the second scheduled trading day immediately preceding the relevant maturity date, holders of the relevant series of Notes may convert all or a portion of their Notes of such series regardless of the foregoing conditions.
The Company may redeem for cash all or any part of the Notes, at its option, on or after March 6, 2024, in the case of the 2026 Notes, and on or after March 6, 2025, in the case of the 2028 Notes, if the last reported sale price of its Class A common stock has been at least 130% of the conversion price for the relevant series of Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the series of Notes to be redeemed, plus any accrued and unpaid special interest to, but excluding, the redemption date. No sinking fund is provided for the Notes.
Upon the occurrence of a fundamental change (as defined in the relevant indentures governing the Notes) prior to the relevant maturity date, holders of the relevant series of Notes may require the Company to repurchase all or a portion of the Notes of such series for cash at a price equal to 100% of the principal amount of the series of Notes to be repurchased, plus any accrued and unpaid special interest to, but excluding, the fundamental change repurchase date. Additionally, and upon events of default (as defined in the relevant indentures governing the Notes), the maturity of the Notes may be accelerated.
The Notes are the Company’s general unsecured obligations and will rank senior in right of payment to any existing and future indebtedness that is contractually subordinated to the Notes; rank equal in right of payment with the Company’s existing and future senior unsecured indebtedness that is not so subordinated; effectively rank junior in right of payment to any of the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; and be structurally subordinated to all indebtedness and other liabilities (including trade payables) of subsidiaries of the Company.
In accounting for the Notes, issuance costs of $11.0 million and $11.0 million for the 2026 Notes and the 2028 Notes were deducted from the carrying value of the Notes in the consolidated balance sheet. Issuance costs will be recognized as interest expense over the five-year term and seven-year term for the 2026 Notes and the 2028 Notes, respectively.
The following is a summary of the Notes as of March 31, 2024 and December 31, 2023.
| | | | | | | | | | | | | | | | | |
| 2026 Notes | | 2028 Notes | | Total |
March 31, 2024 | | | | | |
Principal balance | $ | 695.8 | | | $ | 693.3 | | | $ | 1,389.1 | |
Unamortized issuance costs | (4.3) | | | (6.1) | | | (10.4) | |
Carrying value, net | $ | 691.5 | | | $ | 687.2 | | | $ | 1,378.7 | |
| | | | | |
December 31, 2023 | | | | | |
Principal balance | $ | 695.8 | | | $ | 693.3 | | | $ | 1,389.1 | |
Unamortized issuance costs | (4.8) | | | (6.5) | | | (11.3) | |
Carrying value, net | $ | 691.0 | | | $ | 686.8 | | | $ | 1,377.8 | |
During the three months ended March 31, 2024 and 2023, the Company recognized $0.5 million and $0.6 million in interest expense for the 2026 Notes, respectively, and $0.4 million in interest expense for the 2028 Notes, with such interest expense consisting of amortization of issuance costs. The effective interest rate for the 2026 Notes and the 2028 Notes was 0.32% and 0.22%, respectively, as of March 31, 2024.
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
Maturities on the Company's long-term convertible debt are as follows:
| | | | | |
| Convertible Debt |
Remainder of 2024 | $ | — | |
2025 | — | |
2026 | 695.8 | |
2027 | — | |
2028 | 693.3 | |
2029 | — | |
Thereafter | — | |
Total | $ | 1,389.1 | |
Convertible Note Hedges and Warrants
Concurrent with the offering of the Notes, the Company entered into convertible note hedge transactions with certain counterparties whereby the Company had the option to purchase a total of approximately 18.2 million shares for note hedges expiring in March 2026 (the “2026 Note Hedges”) and 19.6 million shares for note hedges expiring in March 2028 (the “2028 Note Hedges”, together with the 2026 Note Hedges, the “Note Hedges”), respectively, of its common stock at a price of approximately $38.25 and $35.35 per share, respectively. The aggregate cost of the convertible note hedge transactions was $265.3 million.
The Note Hedges, or a portion thereof, are exercisable upon conversion of the Notes and the satisfaction of certain conditions set forth in the Note Hedges. Additionally, the Note Hedges may be terminated and early settled upon the occurrence of certain events, including certain merger events, events of default, and upon a fundamental change (as defined in the relevant indentures for the Notes). The Note Hedges are settleable in cash, shares or a combination of cash and shares, at the option of the Company, and the settlement alternative will be the same as the settlement alternative of the conversion spread for the respective Notes.
The convertible note hedge transactions are expected generally to reduce the potential dilution to the Class A common stock upon conversion of the relevant series of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of such converted Notes, as the case may be, in the event that the market price per share of the Class A common stock, as measured under the terms of the convertible note hedge transactions, is greater than the applicable strike price of those convertible note hedge transactions. As of March 31, 2024, the Company’s stock price was below the exercise price of the respective Note Hedges.
In addition, the Company sold warrants to certain counterparties whereby the holders of the warrants had the option to purchase a total of approximately 18.1 million shares underlying warrants expiring in 2026 (the “2026 Warrants”) and 20.1 million shares underlying warrants expiring in 2028 (the “2028 Warrants”, together with the 2026 Warrants, the “Warrants”), respectively, of the Company’s Class A common stock at an initial strike price of $46.36 and $46.36 per share, respectively. The Company received aggregate cash proceeds of $202.9 million from the sale of these Warrants.
If the market price per share of the Company’s Class A common stock, as measured under the terms of the Warrants, exceeds the strike price of the Warrants, the Warrants could have a dilutive effect, unless the Company elects, subject to certain conditions, to settle the Warrants in cash. The Warrants are only exercisable on the applicable expiration dates in accordance with the terms of the Warrants. Subject to the other terms of the Warrants, the first expiration date applicable to the 2026 Warrants and to the 2028 Warrants is June 1, 2026, and June 1, 2028, respectively, and the final expiration date applicable to the 2026 Warrants and 2028 Warrants is August 10, 2026 and August 10, 2028, respectively. As of March 31, 2024, the Company’s Class A common stock price was below the exercise price of the Warrants.
Taken together, the purchase of the Note Hedges and the sale of the Warrants are intended to reduce potential dilution from the conversion of the 2026 Notes and the 2028 Notes, and to effectively increase the overall conversion price from $38.25 per share to $46.36 per share and from $35.35 per share to $46.36 for the 2026 Notes and the 2028 Notes, respectively.
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
The Note Hedges and the Warrants are equity-classified instruments as a result of being indexed to the Company’s Class A common stock and meeting certain equity classification criteria, and the instruments will not be remeasured in subsequent periods as long as the instruments continue to meet these accounting criteria. The premium paid for the Note Hedges has been included as a net reduction to additional paid-in capital within stockholders’ deficit, and the premium received for the Warrants has been included as a net increase to additional paid-in capital within stockholders' deficit.
Note 8.Leases
The Company has operating leases for corporate offices and datacenters, and finance leases for infrastructure and office equipment. The Company’s leases have remaining lease terms of under 1 year to 12 years, some of which include options to extend the leases for up to 5 years.
The Company also has subleases for several floors of its former corporate offices. The Company classifies its subleases as operating leases. The subleases have remaining lease terms of 1 year to 9 years, some of which include options to extend the sublease for up to approximately 4 years. Sublease income, which is recorded as a reduction of rental expense, was $3.5 million and $4.5 million during the three months ended March 31, 2024 and 2023, respectively.
Future minimum lease payments under non-cancellable leases as of March 31, 2024 were as follows:
| | | | | | | | | | | |
| Operating leases(1) | | Finance leases |
Remainder of 2024 | $ | 57.9 | | | $ | 99.7 | |
2025 | 77.3 | | 97.9 | |
2026 | 40.4 | | | 69.9 | |
2027 | 39.8 | | 33.1 | |
2028 | 38.6 | | 1.2 | |
2029 | 37.8 | | — | |
Thereafter | 139.0 | | | — | |
Total future minimum lease payments | $ | 430.8 | | | $ | 301.8 | |
Less imputed interest | (74.1) | | | (22.5) | |
Less tenant improvement receivables | (0.1) | | | — | |
Total liability | $ | 356.6 | | | $ | 279.3 | |
(1) Consists of future non-cancelable minimum rental payments under operating leases for the Company’s corporate offices and datacenters where the Company has possession, excluding rent payments for short-term lease obligations, payments from the Company’s subtenants and variable operating expenses.
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
Future non-cancelable rent payments from the Company's subtenants as of March 31, 2024 were as follows:
| | | | | |
| Operating leases |
Remainder of 2024 | $ | 13.0 | |
2025 | 12.4 |
2026 | 8.2 |
2027 | 7.9 |
2028 | 7.7 |
2029 | 5.1 | |
Thereafter | 13.7 |
| |
| |
Total future sublease rent payments, net | 68.0 |
In 2017, the Company signed a 15 year lease agreement for office space in San Francisco, California, to serve as its corporate headquarters which commenced in 2018. The Company's obligations under the lease are supported by a $17.5 million letter of credit, which reduced the Company's borrowing capacity under the revolving credit facility. As of March 31, 2024, the Company's remaining minimum obligation under the lease for its headquarters was $191.2 million.
In the fourth quarter of 2020, the Company announced a Virtual First work model pursuant to which remote work has become the primary experience for all of its employees. As part of the Virtual First strategy, the Company retained a portion of its office space to be used for the Company’s team collaboration use and a portion was marketed for sublease. In connection with these changes, the Company evaluated certain of its right-of-use assets and other lease related assets including leasehold improvements, furniture and fixtures, and computer equipment for impairment under ASC 360.
As part of this analysis, the Company reassessed its real estate asset groups and estimated the fair value of the office space to be subleased using current market conditions. Where the carrying value of the individual asset groups exceeded their fair value, an impairment charge was recognized for the difference.
During the three months ended March 31, 2024 and 2023, the Company did not recognize any impairment charge related to right-of-use assets and other lease related property and equipment assets.
As of March 31, 2024, the Company had $85.7 million in commitments for leases that have not yet commenced, and therefore is not included in the right-of-use asset or lease liability. These leases will commence in 2024 and 2025, with lease terms of 6 to 7 years.
Note 9. Commitments and Contingencies
Legal matters
From time-to-time, the Company is a party to a variety of claims, lawsuits, investigations, inquiries, and proceedings which arise in the ordinary course of business, including claims of alleged infringement of intellectual property rights, regulatory matters, and commercial disputes. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. In its opinion, resolution of pending matters is not likely to have a material adverse impact on its consolidated results of operations, cash flows, or its financial position. Given the unpredictable nature of legal proceedings, the Company bases its estimate on the information available at the time of the assessment. As additional information becomes available, the Company reassesses the potential liability and may revise the estimate.
Indemnification
The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third party’s intellectual property rights. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims.
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
Other commitments
Other commitments include payments to third-party vendors for services related to the Company’s infrastructure, infrastructure warranty contracts, and asset retirement obligations for office modifications. There have been no material changes in the Company's other commitments, as disclosed in the Annual Report.
Note 10. Accrued and Other Current Liabilities
Accrued and other current liabilities consisted of the following:
| | | | | | | | | | | |
| As of |
| March 31, 2024 | | December 31, 2023 |
Non-income taxes payable | $ | 60.1 | | | $ | 60.3 | |
Accrued legal and other external fees | 24.1 | | | 28.8 | |
Acquisition indemnification holdbacks | 16.9 | | | 16.9 | |
Other accrued and current liabilities | 59.1 | | | 49.2 | |
Total accrued and other current liabilities | $ | 160.2 | | | $ | 155.2 | |
Note 11.Stockholders’ Deficit
Common stock
The Company’s amended and restated certificate of incorporation authorizes the issuance of Class A common stock, Class B common stock, and Class C common stock. Holders of Class A common stock, Class B common stock, and Class C common stock are entitled to dividends on a pro rata basis, when, as, and if declared by the Company’s Board of Directors, subject to the rights of the holders of the Company’s preferred stock. Holders of Class A common stock are entitled to one vote per share, holders of Class B common stock are entitled to 10 votes per share, and holders of Class C common stock are entitled to zero votes per share.
As of March 31, 2024, the Company had authorized 2,400.0 million shares of Class A common stock, 475.0 million shares of Class B common stock, and 800.0 million shares of Class C common stock, each at par value of $0.00001. Holders of Class B common stock voluntarily converted 0.7 million and 0.5 million shares into an equivalent number of Class A common stock during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, 247.7 million shares of Class A common stock, 80.0 million shares of Class B common stock, and no shares of Class C common stock were issued and outstanding. As of December 31, 2023, 256.0 million shares of Class A common stock, 80.7 million shares of Class B common stock, and no shares of Class C common stock were issued and outstanding. Class A shares issued and outstanding as of March 31, 2024 and December 31, 2023 exclude unvested restricted stock awards granted to certain executives. Class A shares issued and outstanding also exclude 8.3 million unvested restricted stock awards granted to one of the Company's co-founders as of March 31, 2024 and December 31, 2023, respectively. See "Co-Founder Grant" section below for further details.
Preferred stock
The Company's Board of Directors will have the authority, without further action by the Company's stockholders, to issue up to 240.0 million shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time-to-time by the Board of Directors.
Stock repurchase program
In February 2022, the Board of Directors authorized the Company to repurchase up to $1.2 billion of the Company's outstanding shares of Class A common stock. In July 2023 the Board of Directors further authorized the repurchase of up to an additional $1.2 billion of the outstanding shares of our Class A common stock. The Company completed the February 2022 authorization of $1.2 billion during the three months ended March 31, 2024 and continued stock repurchases under the July
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
2023 authorization. Share repurchases will be made from time-to-time in private transactions or open market purchases, as permitted by securities laws and other legal requirements and will be subject to a review of the circumstances in place at that time, including prevailing market prices. The program does not obligate the Company to repurchase any specific number of shares and may be discontinued at any time.
During the three months ended March 31, 2024 and 2023, the Company repurchased and subsequently retired 11.1 million and 8.1 million shares of its Class A common stock, respectively, for an aggregate amount of $281.6 million and $176.5 million, respectively. Included in the cost of treasury stock acquired pursuant to common share repurchases is the 1% excise tax imposed as part of the Inflation Reduction Act.
Equity incentive plans
Under the 2018 Plan, the Company may grant stock-based awards to purchase or directly issue shares of common stock to employees, directors, and consultants. Options are granted at a price per share equal to the fair market value of the Company's common stock at the date of grant. Options granted are exercisable over a maximum term of 10 years from the date of grant and generally vest over a period of four years. RSUs and RSAs are also granted under the 2018 Plan. The 2018 Plan will terminate 10 years after the later of (i) its adoption or (ii) the most recent stockholder-approved increase in the number of shares reserved under the 2018 Plan, unless terminated earlier by the Company's Board of Directors. The 2018 Plan was adopted on March 22, 2018.
In connection with the acquisition of DocSend, the Company assumed unvested stock options and an immaterial number of unvested RSUs that had been granted under DocSend's 2013 Stock Plan and DocSend's 2015 Stock Option and Grant Plan.
As of March 31, 2024, there were 27.5 million stock-based awards issued and outstanding and 127.8 million shares available for issuance under the Dropbox Equity Incentive Plans, Dropbox Sign's 2011 Equity Incentive Plan, DocSend's 2013 Stock Plan and DocSend's 2015 Stock Option and Grant Plan (collectively, the "Plans").
DROPBOX, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables are in millions except per share data, or as otherwise noted)
Stock option and restricted stock activity for the Plans was as follows for the three months ended March 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 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) | | Aggregate intrinsic value | | Number of shares outstanding under the Plans | | Weighted- average grant date fair value per share |
Balance at December 31, 2023 | 110.0 | | | 0.2 | | | |