Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

November 8, 2018
Date of Report (date of earliest event reported)

DROPBOX, INC.
(Exact name of Registrant as specified in its charter)

Delaware
001-38434
26-0138832
(State or other jurisdiction of incorporation)
(Commission File Number)
(I. R. S. Employer Identification No.)
333 Brannan St.
San Francisco, California 94107
(Address of principal executive offices)
(415) 857-6800
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)

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

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

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

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

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

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

Emerging growth company ¨

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






Item 2.02 – Results of Operations and Financial Condition

On November 8, 2018, Dropbox, Inc. (“Dropbox”) issued a press release and will hold a conference call announcing its financial results for the quarter ended September 30, 2018. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

Item 7.01 – Regulation FD Disclosure

On November 8, 2018, Dropbox posted supplemental investor materials on its investors.dropbox.com website. Dropbox intends to use its investors.dropbox.com website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

The information in this current report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits:
Exhibit No.
 
Exhibit Description
99.1
 






SIGNATURES

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

Dated: November 8, 2018

    
Dropbox, Inc.
/s/ Ajay Vashee
Ajay Vashee
Chief Financial Officer



Exhibit


Dropbox Announces Fiscal 2018 Third Quarter Results

Revenue of $360.3 Million, Up 26% Year-over-year
Net Cash Provided by Operating Activities of $128.0 Million and Free Cash Flow of $120.0 Million

SAN FRANCISCO, Calif. - November 8, 2018 - Dropbox, Inc. (NASDAQ: DBX), a leading global collaboration platform, today announced financial results for its third fiscal quarter ended September 30, 2018.

"We delivered another quarter of strong execution in Q3, driving healthy top line growth and expanding free cash flow margins," said Dropbox Co-founder and Chief Executive Officer Drew Houston. "We’re shipping product features and updates our users love, based on a deep understanding of our customers and the tools they need to do their best work. Combined with our ecosystem of best-in-class partners, Dropbox is becoming an even more central part of our customers’ workflows."

Third Quarter Fiscal 2018 Results

Total revenue was $360.3 million, an increase of 26% from the same period last year.

Paying users totaled 12.3 million, as compared to 10.4 million for the same period last year. Average revenue per paying user was $118.60, as compared to $112.05 for the same period last year.

GAAP gross margin was 75.0%, as compared to 68.1% in the same period last year. Non-GAAP gross margin was 75.9%, as compared to 69.1% in the same period last year.

GAAP operating margin was (2.5%), as compared to (5.7%) in the same period last year. Non-GAAP operating margin was 12.8%, as compared to 8.2% in the same period last year.

GAAP net loss was ($5.8) million, as compared to ($14.1) million in the same period last year. Non-GAAP net income was $45.0 million, as compared to $23.5 million in the same period last year.

Net cash provided by operating activities was $128.0 million, as compared to $111.5 million in the same period last year. Free cash flow was $120.0 million, as compared to $108.3 million in the same period last year.

GAAP basic and diluted net loss per share was ($0.01), as compared to ($0.07) in the same period last year. Non-GAAP diluted net income per share was $0.11, as compared to $0.07 in the same period last year. (1) 

Cash, cash equivalents and short-term investments were $1,039.1 million at the end of the third quarter of 2018.

(1) Non-GAAP diluted net income per share is calculated based upon 420.0 million and 350.4 million diluted weighted-average shares of common stock for the three months ended September 30, 2018 and 2017, respectively.










Financial Outlook

Dropbox will provide forward-looking guidance in connection with this quarterly earnings announcement on our conference call, webcast, and on our investor relations website at investors.dropbox.com.

Conference Call Information

Dropbox plans to host a conference call today to review its third quarter financial results and to discuss its financial outlook. This call is scheduled to begin at 2:00 p.m. PT / 5:00 p.m. ET and can be accessed by dialing (877) 300-7844 from the United States or (786) 815-8440 internationally with reference to the company name and conference title, and a live webcast and replay of the conference call can be accessed from the Dropbox investor relations website at investors.dropbox.com. Following the completion of the call, a telephonic replay will be available through 11:59 PM Eastern Time on November 15, 2018 at (855) 859-2056 from the United States or (404) 537-3406 internationally with recording access code 8056959.

Other Upcoming Events

Ajay Vashee, Chief Financial Officer, will be presenting at the 2018 RBC Capital Markets Technology, Internet, Media and Telecommunications Conference in New York, NY, on Tuesday, November 13, 2018 at 1:20 p.m. ET. At that time, a live webcast will be accessible from the Dropbox investor relations website at http://investors.dropbox.com. Following the event, a replay will be made available at the same location.

About Dropbox

Dropbox is a leading global collaboration platform that's transforming the way people work together, from the smallest business to the largest enterprise. With more than 500 million registered users across more than 180 countries, our products are designed to help unleash the world’s creative energy and establish a more enlightened way of working. Headquartered in San Francisco, CA, Dropbox has 12 offices around the world. For more information on our mission and products, visit dropbox.com.

Use of Non-GAAP Financial Measures

Reconciliations of non-GAAP financial measures to the most directly comparable financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. For a description of these non-GAAP financial measures, including the reasons management uses each measure, please see the section of the tables titled "About Non-GAAP Financial Measures."

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, among other things, statements regarding Dropbox's future operational performance, the demand for our platform and product features, and the benefits from new product experiences. Words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "plans," and similar expressions are intended to identify forward-looking statements. Dropbox has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to risks, uncertainties, and assumptions including, but not limited to: (i) our ability to retain and upgrade paying users; (ii) our ability to attract new users or convert registered users to paying users; (iii) our revenue growth rate; (iv) our history of net losses; (v) our liability for any unauthorized access to our data or our users’ content, including through privacy and data security breaches; (vi) significant disruption of service on our platform or loss of content; (vii) any decline in demand for our platform or for content collaboration solutions in general; (viii) changes in the interoperability of our platform across devices, operating systems, and third-party applications that we do not control; (ix) competition in our markets; (x) our ability to respond to rapid technological changes, extend our platform, or develop new features; (xi) our ability to manage our growth or plan for future growth; and (xii) the dual class structure of our common stock and its effect of concentrating voting control with certain stockholders who held our capital stock prior to the completion of our initial public offering. Further information on risks that could affect Dropbox’s results is included in our filings with the Securities and Exchange Commission (SEC), including our Form 10-Q for the quarter ended June 30, 2018. Additional information will be made available in our quarterly report on Form 10-Q and other future reports that we may file with the SEC from time to time, which could cause actual results to vary from expectations. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these





forward-looking statements. Dropbox assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release, except as required by applicable law.







Dropbox, Inc.
Condensed Consolidated Statements of Operations
(In millions, except per share data)
(Unaudited)
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
2018
 
2017
 
2018
 
2017
Revenue
$
360.3

 
$
286.7

 
$
1,015.8

 
$
801.3

Cost of revenue(1)
90.2

 
91.5

 
300.3

 
277.2

Gross profit
270.1

 
195.2

 
715.5

 
524.1

Operating expenses(1):
 
 
 
 

 
 
Research and development
133.2

 
97.2

 
631.4

 
276.3

Sales and marketing
95.0

 
74.7

 
339.4

 
211.1

General and administrative
50.8

 
39.6

 
226.7

 
113.1

Total operating expenses
279.0

 
211.5

 
1,197.5

 
600.5

Loss from operations
(8.9
)
 
(16.3
)
 
(482.0
)
 
(76.4
)
Interest income (expense), net
2.4

 
(2.2
)
 
3.2

 
(9.4
)
Other income, net
0.5

 
4.9

 
6.1

 
13.0

Loss before income taxes
(6.0
)
 
(13.6
)
 
(472.7
)
 
(72.8
)
Benefit from (provision for) income taxes
0.2

 
(0.5
)
 
(2.7
)
 
(1.2
)
Net loss
$
(5.8
)
 
$
(14.1
)
 
$
(475.4
)
 
$
(74.0
)
Net loss per share attributable to common stockholders, basic and diluted
$
(0.01
)
 
$
(0.07
)
 
$
(1.39
)
 
$
(0.38
)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
403.9

 
197.2

 
342.0

 
195.5




(1) Includes stock-based compensation expense as follows:
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
2018
 
2017
 
2018
 
2017
Cost of revenue
$
3.2

 
$
2.9

 
$
43.9

 
$
9.3

Research and development
28.2

 
22.9

 
339.0

 
66.4

Sales and marketing
8.1

 
7.5

 
88.4

 
22.9

General and administrative
15.5

 
6.4

 
125.3

 
18.6







Dropbox, Inc.
Condensed Consolidated Balance Sheets
(In millions)
(Unaudited)


 
As of
 
September 30, 2018
 
December 31, 2017
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
536.2

 
$
430.0

Short-term investments
502.9

 

Trade and other receivables, net
28.6

 
29.3

Prepaid expenses and other current assets
96.0

 
58.8

Total current assets
1,163.7

 
518.1

Property and equipment, net
295.9

 
341.9

Intangible assets, net
15.2

 
17.0

Goodwill
98.0

 
98.9

Other assets
50.3

 
44.0

Total assets
$
1,623.1

 
$
1,019.9

Liabilities and stockholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
27.9

 
$
31.9

Accrued and other current liabilities
163.2

 
129.8

Accrued compensation and benefits
64.2

 
56.1

Capital lease obligation
80.5

 
102.7

Deferred revenue
479.3

 
417.9

Total current liabilities
815.1

 
738.4

Capital lease obligation, non-current
82.4

 
71.6

Deferred rent, non-current
73.4

 
69.8

Other non-current liabilities
8.8

 
37.2

Total liabilities
979.7

 
917.0

Stockholders’ equity:
 
 
 
Convertible preferred stock

 
615.3

Preferred stock

 

Common stock

 

Additional paid-in capital
2,285.0

 
533.1

Accumulated deficit
(1,643.5
)
 
(1,049.7
)
Accumulated other comprehensive income
1.9

 
4.2

Total stockholders’ equity
643.4

 
102.9

Total liabilities and stockholders’ equity
$
1,623.1

 
$
1,019.9







Dropbox, Inc.
Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
2018
 
2017
 
2018
 
2017
Cash flow from operating activities

 

 
 
 
 
Net loss
$
(5.8
)
 
$
(14.1
)
 
$
(475.4
)
 
$
(74.0
)
Adjustments to reconcile net loss to net cash provided by operating activities:


 


 


 


Depreciation and amortization
45.7

 
44.5

 
121.6

 
138.9

Stock-based compensation
55.0

 
39.7

 
596.6

 
117.2

Amortization of deferred commissions
3.2

 
2.0

 
8.5

 
4.6

Donation of common stock to charitable foundation

 

 

 
9.4

Other
0.2

 
(0.9
)
 
(0.9
)
 
(1.8
)
Changes in operating assets and liabilities:


 


 


 


Trade and other receivables, net
2.3

 
(2.5
)
 
0.4

 
(11.6
)
Prepaid expenses and other current assets
(13.4
)
 
(0.9
)
 
(47.3
)
 
1.5

Other assets
7.1

 
(2.1
)
 
(10.4
)
 
(4.2
)
Accounts payable
4.6

 
(2.7
)
 
(3.9
)
 
(0.1
)
Accrued and other current liabilities
(3.9
)
 
14.2

 
40.6

 
26.0

Accrued compensation and benefits
18.1

 
10.8

 
7.2

 
4.2

Deferred revenue
14.4

 
20.3

 
60.8

 
52.5

Non-current liabilities
0.5

 
3.2

 
3.9

 
(3.4
)
Net cash provided by operating activities
128.0

 
111.5

 
301.7

 
259.2

Cash flow from investing activities


 


 


 


Capital expenditures
(8.0
)
 
(3.2
)
 
(27.6
)
 
(12.0
)
Purchase of intangible assets
(0.4
)
 

 
(2.9
)
 
(0.8
)
Cash received from equipment rebates
1.4

 

 
2.3

 
1.9

Purchases of short-term investments
(168.4
)
 

 
(664.3
)
 

Proceeds from maturities of short-term investments
85.5

 

 
101.9

 

Proceeds from sales of short-term investments
58.5

 

 
61.6

 

Net cash used in investing activities
(31.4
)
 
(3.2
)
 
(529.0
)
 
(10.9
)
Cash flow from financing activities


 


 


 


Proceeds from initial public offering and private placement, net of underwriters' discounts and commissions

 

 
746.6

 

Payments of deferred offering costs
(1.1
)
 

 
(4.5
)
 

Shares repurchased for tax withholdings on release of restricted stock
(44.3
)
 
(48.2
)
 
(326.7
)
 
(72.2
)
Proceeds from issuance of common stock, net of repurchases
8.8

 

 
9.8

 
0.5

Principal payments against capital lease obligations
(25.8
)
 
(33.0
)
 
(84.1
)
 
(102.3
)
Other
(2.0
)
 
(1.5
)
 
(6.1
)
 
(7.1
)
Net cash provided by (used in) financing activities
(64.4
)
 
(82.7
)
 
335.0

 
(181.1
)
Effect of exchange rate changes on cash and cash equivalents
(0.1
)
 
1.4

 
(1.5
)
 
2.8

Change in cash and cash equivalents
32.1

 
27.0

 
106.2

 
70.0

Cash and cash equivalents—beginning of period
504.1

 
395.7

 
430.0

 
352.7

Cash and cash equivalents—end of period
$
536.2

 
$
422.7

 
$
536.2

 
$
422.7

 
 
 
 
 
 
 
 
Supplemental cash flow data:
 
 
 
 
 
 
 
Property and equipment acquired under capital leases
$
28.5

 
$
3.0

 
$
72.7

 
$
18.4






Dropbox, Inc.
Three months ended September 30, 2018
Reconciliation of GAAP to Non-GAAP results
(In millions, except for percentages, which may not foot due to rounding)
(Unaudited)

 
GAAP
 
Stock-based compensation
 
Non-GAAP
Cost of revenue
$
90.2

 
$
(3.2
)
 
$
87.0

Cost of revenue margin
25.0
 %
 
(0.9
)%
 
24.1
%
Gross profit
270.1

 
3.2

 
273.3

Gross margin
75.0
 %
 
0.9
 %
 
75.9
%
Research and development
133.2

 
(28.2
)
 
105.0

Research and development margin
37.0
 %
 
(7.9
)%
 
29.1
%
Sales and marketing
95.0

 
(8.1
)
 
86.9

Sales and marketing margin
26.4
 %
 
(2.3
)%
 
24.1
%
General and administrative
50.8

 
(15.5
)
 
35.3

General and administrative margin
14.1
 %
 
(4.3
)%
 
9.8
%
Income (loss) from operations
$
(8.9
)
 
$
55.0

 
$
46.1

Operating margin
(2.5
)%
 
15.3
 %
 
12.8
%


Dropbox, Inc.
Three months ended September 30, 2017
Reconciliation of GAAP to Non-GAAP results
(In millions, except for percentages, which may not foot due to rounding)
(Unaudited)

 
GAAP
 
Stock-based compensation
 
Non-GAAP
Cost of revenue
$
91.5

 
$
(2.9
)
 
$
88.6

Cost of revenue margin
31.9
 %
 
(1.0
)%
 
30.9
%
Gross profit
195.2

 
2.9

 
198.1

Gross margin
68.1
 %
 
1.0
 %
 
69.1
%
Research and development
97.2

 
(22.9
)
 
74.3

Research and development margin
33.9
 %
 
(8.0
)%
 
25.9
%
Sales and marketing
74.7

 
(7.5
)
 
67.2

Sales and marketing margin
26.1
 %
 
(2.7
)%
 
23.4
%
General and administrative
39.6

 
(6.4
)
 
33.2

General and administrative margin
13.8
 %
 
(2.2
)%
 
11.6
%
Income (loss) from operations
$
(16.3
)
 
$
39.7

 
$
23.4

Operating margin
(5.7
)%
 
13.9
 %
 
8.2
%









Dropbox, Inc.
Nine months ended September 30, 2018
Reconciliation of GAAP to Non-GAAP results
(In millions, except for percentages, which may not foot due to rounding)
(Unaudited)

 
GAAP
 
Stock-based compensation
 
Employer payroll taxes related to the release of two-tier RSUs
 
Non-GAAP
Cost of revenue
$
300.3

 
$
(43.9
)
 
$
(1.1
)
 
$
255.3

Cost of revenue margin
29.6
 %
 
(4.4
)%
 
(0.1
)%
 
25.1
%
Gross profit
715.5

 
43.9

 
1.1

 
760.5

Gross margin
70.4
 %
 
4.4
 %
 
0.1
 %
 
74.9
%
Research and development
631.4

 
(339.0
)
 
(8.3
)
 
284.1

Research and development margin
62.2
 %
 
(33.4
)%
 
(0.8
)%
 
28.0
%
Sales and marketing
339.4

 
(88.4
)
 
(2.2
)
 
248.8

Sales and marketing margin
33.4
 %
 
(8.7
)%
 
(0.2
)%
 
24.5
%
General and administrative
226.7

 
(125.3
)
 
(2.3
)
 
99.1

General and administrative margin
22.3
 %
 
(12.3
)%
 
(0.2
)%
 
9.8
%
Income (loss) from operations
$
(482.0
)
 
$
596.6

 
$
13.9

 
$
128.5

Operating margin
(47.5
)%
 
58.8
 %
 
1.4
 %
 
12.7
%


Dropbox, Inc.
Nine months ended September 30, 2017
Reconciliation of GAAP to Non-GAAP results
(In millions, except for percentages, which may not foot due to rounding)
(Unaudited)

 
GAAP
 
Stock-based compensation
 
Donation of common stock to the Dropbox Foundation
 
Non-GAAP
Cost of revenue
$
277.2

 
$
(9.3
)
 
$

 
$
267.9

Cost of revenue margin
34.6
 %
 
(1.2
)%
 
 %
 
33.4
%
Gross profit
524.1

 
9.3

 

 
533.4

Gross margin
65.4
 %
 
1.2
 %
 
 %
 
66.6
%
Research and development
276.3

 
(66.4
)
 

 
209.9

Research and development margin
34.5
 %
 
(8.3
)%
 
 %
 
26.2
%
Sales and marketing
211.1

 
(22.9
)
 

 
188.2

Sales and marketing margin
26.3
 %
 
(2.8
)%
 
 %
 
23.5
%
General and administrative
113.1

 
(18.6
)
 
(9.4
)
 
85.1

General and administrative margin
14.1
 %
 
(2.3
)%
 
(1.2
)%
 
10.6
%
Income (loss) from operations
$
(76.4
)
 
$
117.2

 
$
9.4

 
$
50.2

Operating margin
(9.5
)%
 
14.6
 %
 
1.2
 %
 
6.3
%






Dropbox, Inc.
Three and nine months ended September 30, 2018 and 2017
Reconciliation of GAAP net loss to Non-GAAP net income and Non-GAAP diluted net income per share
(In millions, except per share data)
(Unaudited)

 
Three months ended September 30,
 
Nine months ended September 30,
 
2018

2017
 
2018
 
2017
GAAP net loss
$
(5.8
)
 
$
(14.1
)
 
$
(475.4
)
 
$
(74.0
)
Stock-based compensation
55.0

 
39.7

 
596.6

 
117.2

Employer payroll taxes related to the release of two-tier RSUs

 

 
13.9

 

Donation of common stock to the Dropbox Foundation

 

 

 
9.4

Income tax effects of non-GAAP adjustments
(4.2
)
 
(2.1
)
 
(11.2
)
 
(4.4
)
Non-GAAP net income
$
45.0

 
$
23.5

 
$
123.9

 
$
48.2

Non-GAAP diluted net income per share
$
0.11

 
$
0.07

 
$
0.30

 
$
0.14

Weighted-average shares used to compute Non-GAAP diluted net income per share
420.0

 
350.4

 
408.0

 
346.5



Dropbox, Inc.
Three and nine months ended September 30, 2018 and 2017
Reconciliation of free cash flow and supplemental cash flow disclosure
(In millions, except for percentages)
(Unaudited)

 
Three months ended September 30,
 
Nine months ended September 30,
 
2018

2017
 
2018
 
2017
Free cash flow reconciliation:
 
 
 
 
 
 
 
Net cash provided by operating activities
$
128.0

 
$
111.5

 
$
301.7

 
$
259.2

Less:
 
 
 
 
 
 
 
Capital expenditures
(8.0
)
 
(3.2
)
 
(27.6
)
 
(12.0
)
Free cash flow
$
120.0

 
$
108.3

 
$
274.1

 
$
247.2

Free cash flow margin
33.3
%

37.8
%
 
27.0
%

30.8
%
Supplemental disclosures:
 
 
 
 
 
 
 
Capital expenditures related to our new corporate headquarters, net of tenant improvement allowances(1)
$
2.5

 
$

 
$
4.7

 
$


(1) Capital expenditures include cash outflows related to the build-out of our new corporate headquarters in San Francisco, CA. Net cash provided by operating activities include tenant improvement allowances related to our new corporate headquarters, and represents cash received from our landlord to partially offset this build-out. These amounts are presented net in the table above. There was no cash received from our landlord related to our new corporate headquarters in the periods presented.









About Non-GAAP Financial Measures

To provide investors and others with additional information regarding Dropbox's results, we have disclosed the following non-GAAP financial measures: non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP operating expenses (including research and development, sales and marketing and general and administrative), non-GAAP income from operations, non-GAAP net income, free cash flow ("FCF") and non-GAAP diluted net income per share. Dropbox has provided a reconciliation of each non-GAAP financial measure used in this earnings release to the most directly comparable GAAP financial measure. Non-GAAP cost of revenue, gross profit, operating expenses, income from operations, and net income differs from GAAP in that it excludes stock-based compensation expense and employer payroll tax expense relating to the release of two-tier RSUs with respect to the three months ended March 31, 2018. Non-GAAP general and administrative expense also excludes expense related to a donation of common stock to the Dropbox Foundation with respect to the three months ended June 30, 2017. Non-GAAP net income also includes the income tax effect of these adjustments. FCF differs from GAAP net cash provided by operating activities in that it treats capital expenditures as a reduction to net cash provided by operating activities. Free cash flow margin is calculated as FCF divided by revenue. Non-GAAP diluted net income per share differs from GAAP diluted net loss per share in that the numerator utilizes the non-GAAP net income as described above, and the weighted-average shares used in the computation include certain shares that are excluded from the GAAP diluted net loss per share calculation because their effect would have been anti-dilutive.

Dropbox's management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short and long-term operating plans, and to evaluate Dropbox's financial performance and the ability to generate cash from operations. Management believes these non-GAAP financial measures reflect Dropbox's ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in Dropbox's business, as they exclude expenses that are not reflective of ongoing operating results. Management also believes that these non-GAAP financial measures provide useful supplemental information to investors and others in understanding and evaluating Dropbox's operating results and future prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies.

We believe that the non-GAAP financial measures, non-GAAP cost of revenue, gross profit, operating expenses, income from operations, net income, and diluted net income per share are meaningful to investors because they help identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude.

We believe that FCF is an indicator of our liquidity over the long term, and provides useful information regarding cash provided by operating activities and cash used for investments in property and equipment required to maintain and grow our business. FCF is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP. FCF has limitations as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of other GAAP financial measures, such as net cash provided by operating activities. Some of the limitations of FCF are that FCF does not reflect our future contractual commitments, excludes investments made to acquire assets under capital leases, includes capital expenditures related to our new corporate headquarters, and may be calculated differently by other companies in our industry, limiting its usefulness as a comparative measure.

The use of non-GAAP cost of revenue, gross profit, operating expenses, income from operations, net income, free cash flow, and diluted net income per share measures has certain limitations as they do not reflect all items of income, expense, and cash expenditures, as applicable, that affect Dropbox's operations. Dropbox compensates for these limitations by reconciling the non-GAAP financial measures to the most comparable GAAP financial measures. Additionally, we have provided supplemental disclosures in our reconciliation of net cash provided by operating activities to free cash flow to include capital expenditures related to our new corporate headquarters, net of tenant improvement allowances. These non-GAAP financial measures should be considered in addition to, not as a substitute for or in isolation from, measures prepared in accordance with GAAP. Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore comparability may be limited. Management encourages investors and others to review Dropbox's financial information in its entirety and not rely on a single financial measure.






Contacts
Investors:
Darren Yip
ir@dropbox.com
or
Media:
Saman Asheer
press@dropbox.com