You should read the following discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in the section titled "Risk Factors" and in other parts of this Quarterly Report on Form 10-Q.

Overview

Box is the Content Cloud: one secure, cloud-native platform for managing the entire content journey. Content - from blueprints to wireframes, videos to documents, proprietary formats to PDFs - is the source of an organization's unique value. Our cloud content management platform enables our customers, including 67% of the Fortune 500, to securely manage the entire content lifecycle, from the moment a file is created or ingested to when it's shared, edited, published, approved, signed, classified, and retained. Box keeps content secure and compliant, while also allowing easy access and sharing of this content from anywhere, on any device - both within the organization and with external partners.

With our Software-as-a-Service (SaaS) platform, users can collaborate on content both internally and with external parties, automate content-driven business processes, develop custom applications, and implement data protection, security and compliance features to comply with legal and regulatory requirements, internal policies and industry standards and regulations. The Box Content Cloud accelerates business processes, improves employee productivity, enables secure remote work, and protects an organization's most valuable data. Our platform enables a broad set of high-value business use cases across enterprises, hundreds of file formats and media types, and user experiences. Our platform integrates with leading enterprise business applications, and is compatible with multiple application environments, operating systems and devices, ensuring that workers can securely access their critical business content whenever and wherever they need it.

In addition, we continue to innovate by expanding our core services and offerings with a focus on frictionless security and compliance, seamless internal and external collaboration and workflow, and integration with best-of-breed applications. For example, we provide Box Shield, our advanced security offering that helps customers reduce the risk of accidental data leakage and protect their business from insider threats and account compromise; Box KeySafe, a solution that builds on top of Box's strong encryption and security capabilities to give customers greater control over the encryption keys used to secure the file contents that are stored with Box; Box Governance, which gives customers a better way to comply with regulatory policies, satisfy e-discovery requests and effectively manage sensitive business information; Box Relay, which allows our end users to easily build, manage and track their own workflows; Box Platform, which further enables customers and partners to build enterprise apps using our open APIs and developer tools; and Box Zones, which gives global customers the ability to store their data locally in certain regions. With Box Consulting, we also provide in-house professional services such as implementation support, content migration, and change management. The increasing traction of these product innovations allows our customers to realize the full set of capabilities of our Content Cloud.

We are also continuing to expand the scope of what customers can do with their content using Box. In February 2021, we announced our decision to acquire SignRequest, a leading electronic signature provider, and to develop Box Sign - an e-signature solution natively integrated into Box. With Box Sign, our customers will be able to send, sign, and manage documents within their content platform of record - rather than using siloed, costly point solutions. In February 2021, we also announced the introduction of our all-new Box Shuttle, our content migration service. With the all-new Box Shuttle, we're making it easier and more cost-effective for customers to get their content into Box, thereby allowing them to apply the same security and governance policies across all of their business-critical content.

We offer our solution to our customers as a subscription-based service, with subscription fees based on the requirements of our customers, including the number of users and functionality deployed. The majority of our customers subscribe to our service through one-year contracts, although we also offer our services for terms ranging from one month to three years or more. We typically invoice our customers at the beginning of the term, in multiyear, annual, quarterly or monthly installments. We recognize revenue as we satisfy a performance obligation. Accordingly, due to our subscription model, we recognize revenue for our subscription and premier services ratably over the term of the contract.

Current Period Highlights

For the three months ended April 30, 2021 and 2020, our revenue was $202.4 million and $183.6 million, respectively, representing year-over-year growth of 10%. As of April 30, 2021, our remaining performance obligations were $864.8 million, representing a 20% increase from our remaining performance obligations of $722.7 million as of April 30, 2020. For the three months



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ended April 30, 2021, our operating loss was $10.3 million, and our operating margin was negative 5%, compared to our operating loss of $24.2 million and our operating margin of negative 13% for the three months ended April 30, 2020. For the three months ended April 30, 2021, our free cash flow was positive $75.9 million, an increase of $36.1 million from our free cash flow of positive $39.9 million for the three months ended April 30, 2020.

COVID-19

We continue to monitor, analyze and respond to evolving developments regarding the COVID-19 pandemic, which has significantly impacted global economic activity and social practices. As part of these efforts, we have taken steps to protect the health and welfare of our employees by temporarily closing most of our offices and suspending almost all business-related travel, while continuing our commitment and efforts to serve customers that rely on us. In addition, we have shifted our customer and marketing events to virtual-only experiences.

Although the COVID-19 pandemic has not had a material adverse impact on our financial results for the first quarter of our fiscal year 2022, the pandemic has negatively impacted some of our customers and prospects. As a result, we have experienced, and may continue to experience, increased customer churn and delayed sales cycles, as well as customers and prospective customers reducing budgets related to services that we offer. Despite these adverse impacts, the COVID-19 pandemic has also created additional opportunities for Box by enabling our customers' and prospects' employees to engage in secure remote work through our platform.

The extent to which the COVID-19 pandemic ultimately impacts our business, results of operations, and financial position will depend on future developments, which are uncertain and cannot be predicted at this time, and include the severity and duration of the pandemic, the availability and effectiveness of COVID-19 vaccines globally, actions that may be taken by government authorities to contain the virus and minimize its economic impact, passing of or not passing further stimulus packages by governments, the impact of COVID-19 on our customers, business partners and employees, and other factors identified in Part II, Item 1A "Risk Factors" of this Form 10-Q. As a result, the extent and magnitude of the impact COVID-19 will have on our business and operating results cannot be predicted at this time.

Key Business Metrics

We use the key metrics below for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe that these key metrics provide meaningful supplemental information regarding our performance. We believe that both management and investors benefit from referring to these key metrics in assessing our performance and when planning, forecasting, and analyzing future periods. These key metrics also facilitate management's internal comparisons to our historical performance as well as comparisons to certain competitors' operating results. We believe these key metrics are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by institutional investors and the analyst community to help analyze the health of our business. The below data is presented in millions, except for percentage rate data.





                                                   Three Months Ended
                                                        April 30,
                                                    2021          2020

Remaining performance obligations (period end) $ 864.8 $ 722.7 Remaining performance obligations growth rate

            20 %         13 %
Billings                                         $    159.4      $ 128.1
Billings growth rate                                     24 %          8 %
Free cash flow                                   $     75.9      $  39.9
Net retention rate (period end)                         103 %        107 %




Remaining Performance Obligations

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



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RPO as of April 30, 2021 were $864.8 million, an increase of 20% from April 30, 2020. The increase in RPO was primarily driven by expansion within existing customers as they broadened their deployment of our product offerings, longer customer contract durations, the addition of new customers, and the timing of customer-driven renewals.

Billings

Billings represent our revenue plus the changes in deferred revenue and contract assets in the period. Billings we record in any particular period primarily reflect subscription renewals and expansion within existing customers plus sales to new customers, and represent amounts invoiced for all of our products and professional services. We typically invoice our customers at the beginning of the term, in multiyear, annual, quarterly or monthly installments. If the customer negotiates to pay the full subscription amount at the beginning of the period, the total subscription amount for the entire term will be reflected in billings. If the customer negotiates to be invoiced annually or more frequently, only the amount billed for such period will be included in billings.

Billings help investors better understand our sales activity for a particular period, which is not necessarily reflected in our revenue given that we recognize subscription revenue ratably over the contract term. We consider billings a significant performance measure. We monitor billings to manage our business, make planning decisions, evaluate our performance and allocate resources. We believe that billings offer valuable supplemental information regarding the performance of our business and will help investors better understand the sales volumes and performance of our business. We do not consider billings to be a non-GAAP financial measure given that it is calculated using exclusively revenue, deferred revenue, and contract assets, all of which are financial measures calculated in accordance with GAAP.

Billings for the three months ended April 30, 2021 were $159.4 million, an increase of 24% from the three months ended April 30, 2020. The increase in billings was primarily driven by expansion within existing customers as they broadened their deployment of our product offerings, longer customer contract durations, the addition of new customers, and the timing of customer-driven renewals.

Our use of billings has certain limitations as an analytical tool and should not be considered in isolation or as a substitute for revenue or an analysis of our results as reported under GAAP. Billings are recognized when invoiced, while the related subscription and premier services revenue is recognized ratably over the contract term as we satisfy a performance obligation. Also, other companies, including companies in our industry, may not use billings, may calculate billings differently, may have different billing frequencies, or may use other financial measures to evaluate their performance, all of which could reduce the usefulness of billings as a comparative measure.

Over time, we expect to continue to normalize payment durations. In addition, as we have gained and expect to continue to gain more traction with large enterprise customers, we also anticipate our quarterly billings to increasingly concentrate in the back half of our fiscal year, especially in the fourth quarter.

A calculation of billings starting with revenue, the most directly comparable GAAP financial measure, is presented below (in thousands):





                                                 Three Months Ended
                                                      April 30,
                                                 2021           2020
GAAP revenue                                  $  202,441     $  183,561
Deferred revenue, end of period                  423,249        368,349

Less: deferred revenue, beginning of period (465,613 ) (423,849 ) Contract assets, beginning of period

                  25              -
Less: contract assets, end of period                (677 )            -
Billings                                      $  159,425     $  128,061




Free Cash Flow

We define free cash flow as cash flows from operating activities less purchases of property and equipment, principal payments of finance lease liabilities, capitalized internal-use software costs, and other items that did not or are not expected to require cash settlement and that management considers to be outside of our core business. We specifically identify adjusting items in our reconciliation of GAAP to non-GAAP financial measures. We consider free cash flow to be a profitability and liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that can possibly be used for investing in our business and strengthening the balance sheet, but it is not intended to represent the residual cash flow available for discretionary expenditures. A reconciliation of free cash flow to net cash provided by operating activities, its nearest



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GAAP equivalent, is presented in the non-GAAP Financial Measures section of this report. The presentation of free cash flow is also not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.

For the three months ended April 30, 2021 and 2020, free cash flow was positive $75.9 million and positive $39.9 million, respectively.

Net Retention Rate

Net retention rate is defined as the net percentage of Total Account Value (TAV) retained from existing customers, including expansion. We calculate our net retention rate as of a period end by starting with the TAV from customers as of 12 months prior to such period end (Prior Period TAV) and a subscription customer of Box for at least 12 months. We then calculate TAV from these same customers as of the current period end (Current Period TAV). Finally, we divide the Current Period TAV by the Prior Period TAV and report the average of this calculation over the prior 12 months to arrive at our net retention rate. We believe our net retention rate is an important metric that provides insight into the long-term value of our subscription agreements and our ability to retain and grow revenue from our customer base. Net retention rate is an operational metric and there is no comparable GAAP financial measure to which we can reconcile this particular key metric.

Our net retention rates were 103% and 107% as of April 30, 2021 and 2020, respectively. Our net retention rates were primarily attributable to seat growth in existing customers and strong attach rates of add-on products. As our customers purchase add-on products, we tend to realize significantly higher average contract values and stronger net retention rates as compared to customers who only purchase our core product. We believe our go-to-market efforts to deliver a solution selling strategy and our investments in product, customer success, and Box Consulting have been a significant factor in our customer retention results. As we penetrate customer accounts, we expect our net retention rate to remain above 100% for the foreseeable future.

Components of Results of Operations

Revenue

We derive our revenue primarily from three sources: (1) subscription revenue, which is comprised of subscription fees from customers who have access to our cloud content management platform and other subscription-based services, which all include routine customer support; (2) revenue from customers purchasing our premier services package; and (3) revenue from professional services such as implementing best practice use cases, project management and implementation consulting services.

To date, practically all of our revenue has been derived from subscription and premier services. Subscription and premier services revenue are driven primarily by the number of customers, the number of seats sold to each customer and the price of our services.

We recognize revenue as we satisfy a performance obligation. Accordingly, due to our subscription model, we recognize revenue for our subscription and premier services ratably over the contract term. We typically invoice our customers at the beginning of the term, in multiyear, annual, quarterly or monthly installments. Our subscription and premier services contracts are typically non-cancellable and do not contain refund-type provisions. The majority of our customers subscribe to our service through one-year contracts, although we also offer our services for terms ranging between one month to three years or more.

Professional services are generally billed on a fixed price basis, for which revenue is recognized over time based on the proportion performed. Professional services revenue was not material as a percentage of total revenue for all periods presented.

Revenue is presented net of sales and other taxes we collect on behalf of governmental authorities.

Cost of Revenue

Our cost of revenue consists primarily of costs related to providing our subscription services to our paying customers, including employee compensation and related expenses for data center operations, customer support and professional services personnel, payments to outside technology service providers, depreciation of servers and equipment, security services and other tools, as well as amortization expense associated with acquired technology and capitalized internally developed software. We allocate overhead such as rent, information technology costs and employee benefit costs to all departments based on headcount. As such, general overhead expenses are reflected in cost of revenue and each of the operating expense categories set forth below.



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Operating Expenses

Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel costs are the most significant component of each category of operating expenses. Operating expenses also include allocated overhead costs for facilities, information technology costs and employee benefit costs.

Research and Development. Research and development expense consists primarily of employee compensation and related expenses, as well as allocated overhead. Our research and development efforts are focused on scaling our platform, building an ecosystem of best-of-breed applications and platforms, infrastructure, adding enterprise grade features, functionality and enhancements such as workflow automation, intelligent content management capabilities, and advanced security to enhance the ease of use of our cloud content management services. We capitalize certain qualifying costs to develop software for internal use incurred during the application development stage.

Sales and Marketing. Sales and marketing expense consists primarily of employee compensation and related expenses, sales commissions, marketing programs, travel-related expenses, as well as allocated overhead. Marketing programs include but are not limited to advertising, events, corporate communications, brand building, and product marketing. Sales and marketing expense also consists of data center and customer support costs related to providing our cloud-based services to our free users. We market and sell our cloud content management services worldwide through our direct sales organization and through indirect distribution channels such as strategic resellers.

General and Administrative. General and administrative expense consists primarily of employee compensation and related expenses for administrative functions including finance, legal, human resources, recruiting, information systems, security, compliance, fees for external professional services and cloud-based enterprise systems, as well as allocated overhead. External professional services fees are primarily comprised of outside legal, accounting, audit and outsourcing services.

Interest and Other Expense, Net

Interest and other expense, net consists of interest expense, interest income, gains and losses from foreign currency transactions, and other income and expense. Interest expense consists primarily of interest charges for our line of credit and interest rate swap agreement, interest expense related to finance leases, unused commitment fees on our line of credit, the amortization of capitalized debt issuance costs, fees on our letters of credit, and the amortization of issuance costs of our convertible senior notes. Interest income consists primarily of interest earned on our cash and cash equivalents and short-term investments. We have historically invested our cash and cash equivalents in overnight deposits, certificates of deposit, money market funds, and short term, investment-grade corporate debt, marketable securities and asset backed securities.

Provision for Income Taxes

Provision for income taxes consists primarily of income taxes in certain foreign jurisdictions in which we conduct business and state income taxes in the United States and, as applicable, changes in our deferred taxes and related valuation allowance positions and uncertain tax positions.



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Results of Operations



The following tables set forth our results of operations for the periods
presented (in thousands, except per share amounts, and as a percentage of our
revenue):



                                                             Three Months Ended
                                                                  April 30,
                                                            2021             2020
Revenue                                                 $    202,441     $    183,561
Cost of revenue (1)                                           60,947           53,995
Gross profit                                                 141,494          129,566
Operating expenses:
Research and development (1)                                  50,859           53,114
Sales and marketing (1)                                       69,811           72,750
General and administrative (1)                                31,087           27,942
Total operating expenses                                     151,757          153,806
Loss from operations                                         (10,263 )        (24,240 )
Interest and other expense, net                               (3,999 )         (1,103 )
Loss before provision for income taxes                       (14,262 )        (25,343 )
Provision for income taxes                                       311              207
Net loss                                                $    (14,573 )   $    (25,550 )
Net loss per share, basic and diluted                   $      (0.09 )   $      (0.17 )
Weighted-average shares used to compute net loss per
share, basic and diluted                                     161,733          151,943



(1) Includes stock-based compensation expense as follows:






                                   Three Months Ended
                                        April 30,
                                    2021          2020
Cost of revenue                  $    5,340     $  4,541
Research and development             15,453       17,287
Sales and marketing                  11,551       10,079
General and administrative            9,446        8,136

Total stock-based compensation $ 41,790 $ 40,043






                                            Three Months Ended
                                                April 30,
                                           2021             2020
Percentage of Revenue:
Revenue                                       100    %        100   %
Cost of revenue (1)                            30              29
Gross profit                                   70              71
Operating expenses:
Research and development (1)                   25              29
Sales and marketing (1)                        35              40
General and administrative (1)                 15              15
Total operating expenses                       75              84
Loss from operations                           (5 )           (13 )
Interest expense, net                          (2 )            (1 )
Other income, net                               -               -
Loss before provision for income taxes         (7 )           (14 )
Provision for income taxes                      -               -
Net loss                                       (7 )  %        (14 ) %



(1) Includes stock-based compensation expense as follows:




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                                    Three Months Ended
                                        April 30,
                                  2021             2020
Cost of revenue                        3    %           3   %
Research and development               7                9
Sales and marketing                    6                6
General and administrative             5                4

Total stock-based compensation 21 % 22 %

Comparison of the Three Months Ended April 30, 2021 and 2020



Revenue



            Three Months Ended
                 April 30,
            2021          2020        $ Change       % Change
                         (dollars in thousands)
Revenue   $ 202,441     $ 183,561     $  18,880             10 %



The increase in revenue was primarily driven by expansion within our existing customers as they broadened their deployment of our product offerings with strong attach rates of add-on products at higher price per seat. Additionally, the increase in subscription services was also driven by the addition of new customers, as the number of paying organizations increased by 6% from April 30, 2020 to April 30, 2021. During the three months ended April 30, 2021, we experienced strong growth in the Japan market, driving an increase in revenue from non-U.S. customers to 31%, compared to 27% during the three months ended April 30, 2020. This increase is partially offset by customers partially churning their deployment with Box.



Cost of Revenue



                          Three Months Ended
                               April 30,
                           2021          2020        $ Change       % Change
                                       (dollars in thousands)
Cost of revenue         $   60,947     $ 53,995     $    6,952             13 %
Percentage of revenue           30 %         29 %



The increase in absolute dollars was primarily due to an increase of $3.2 million in hosted data service costs, an increase of $0.9 million in acquired intangible assets amortization, and an increase of $0.8 million in software and maintenance expense primarily driven by increases in amortization of internally developed software and on-premises contracts. In addition, there were increases of $0.8 million and $0.7 million in stock-based compensation expense and employee and related costs, respectively. Cost of revenue as a percentage of revenue increased 100 basis points year-over-year. We expect our cost of revenue to increase in dollars but decrease slightly as a percentage of revenue over time as we continue to optimize infrastructure efficiency.



Research and Development



                             Three Months Ended
                                  April 30,
                              2021          2020       $ Change       % Change
                                          (dollars in thousands)
Research and development   $   50,859     $ 53,114     $  (2,255 )           -4 %
Percentage of revenue              25 %         29 %



The decrease in absolute dollars was primarily due to decreases of $2.0 million and $1.0 million in stock-based compensation expense and employee and related costs, respectively, due to a reduction in headcount and increased concentration of research and development in lower cost regions. The decrease in research and development expenses was partially offset by a decrease of $0.6 million in capitalized internally developed software costs. Research and development expenses as a percentage of revenue decreased 400 basis points year-over-year. We continue to invest in enhancements of our products and services, developing new products, and further differentiating our offerings. We expect our research and development expenses to increase in dollars but remain relatively



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stable as a percentage of revenue over time, as we continue to make significant improvements to our content cloud product offerings and services, including the introduction Box Sign and the expansion of our advanced security, compliance, collaboration, workflow automation, and integration capabilities.



Sales and Marketing



                          Three Months Ended
                               April 30,
                           2021          2020       $ Change       % Change
                                       (dollars in thousands)
Sales and marketing     $   69,811     $ 72,750     $  (2,939 )           -4 %
Percentage of revenue           35 %         40 %



The decrease in absolute dollars was primarily due to decreases of $1.8 million and $0.7 million in employee and related costs and allocated overhead costs, respectively, due to a reduction in headcount. In addition, there were decreases of $1.5 million and $0.5 million in travel-related costs and marketing expenses, respectively, primarily due to the impact of the COVID-19 pandemic, a decrease of $1.3 million in outside agency and consulting services, and a decrease of $0.4 million in data center and customer support costs to support our free users. The decrease in sales and marketing expenses was partially offset by an $2.1 million increase in commission expenses primarily driven by increased sales and increased amortization of deferred commissions and a $1.5 million increase in stock-based compensation expense. Sales and marketing expenses as a percentage of revenue decreased 500 basis points year-over-year due to the impact of the COVID-19 pandemic and our focus on driving greater efficiency from our solution selling strategy and simplifying our product offerings, as well our focus on higher performing geographies and segments producing a greater return on investment.

Our sales and marketing expenses are generally higher for acquiring new, or expanding existing, customers than for renewals of existing customer subscriptions. We expect to continue to invest in capturing our large market opportunity globally and capitalize on our competitive position with a continued focus on our profitability objectives. We expect our sales and marketing expenses to increase in dollars but continue to decrease as a percentage of revenue over time, as our existing customer base grows and a relatively higher percentage of our revenue is attributable to renewals versus new or expanding Box deployments and as we continue to focus on improving sales productivity and simplifying our product offerings. While we expect certain expenses that were reduced due to COVID-19 to partially return over time, we do not expect to return to pre-COVID-19 levels, even after we return to an office-based environment.



General and Administrative



                               Three Months Ended
                                    April 30,
                                2021          2020        $ Change       % Change
                                            (dollars in thousands)
General and administrative   $   31,087     $ 27,942     $    3,145             11 %
Percentage of revenue                15 %         15 %



The increase in absolute dollars was primarily due to an increase of $1.3 million in stock-based compensation expense driven by equity grants to existing and new employees, an increase of $0.3 million in employee and related costs driven by the refresh of salaries in the current fiscal year, an increase of $0.8 million in acquisition-related fees, and an increase of $0.6 million in outside agency, consulting, and audit and tax services. The increase in general and administrative expenses was partially offset by a decrease of $0.4 million in fees related to shareholder activism. General and administrative expense as a percentage of revenue remained flat year-over-year. We expect our general and administrative expense to slowly increase in dollars but to decrease as a percentage of revenue over time as we benefit from greater operational efficiency.

Interest and Other Expense, Net





                                    Three Months Ended
                                         April 30,
                                     2021          2020       $ Change      % Change
                                                (dollars in thousands)

Interest and other expense, net $ (3,999 ) $ (1,103 ) $ (2,896 ) *

* Percentage change not meaningful.




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The increase in interest and other expense, net is primarily due to an increase of $2.5 million in foreign currency losses and a decrease of $0.4 million in interest income from our certificates of deposit and money market funds due to a lower interest rate environment.

Liquidity and Capital Resources

As of April 30, 2021, we had cash and cash equivalents, restricted cash, and short-term investments of $612.3 million. Our cash and cash equivalents and short-term investments are comprised primarily of overnight cash deposits, money market funds, and certificates of deposit. Since our inception, we have financed our operations primarily through equity, cash generated from sales and debt financing. We believe our existing cash and cash equivalents, together with our finance leases and credit facilities, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements will depend on many factors including our growth rate, subscription renewal activity, billing frequency, data center expansions, the timing and extent of spending to support development efforts, the expansion of international activities, the introduction of new and enhanced services offerings, and the continuing market acceptance of our services. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.

Cash Flows



For the three months ended April 30, 2021 and 2020, our cash flows were as
follows (in thousands):



                                                        Three Months Ended
                                                             April 30,
                                                         2021          2020

Net cash provided by operating activities             $   94,772     $ 61,917
Net cash used in investing activities                   (108,965 )     (4,591 )

Net cash (used in) provided by financing activities (18,848 ) 15,303






Operating Activities

For the three months ended April 30, 2021, cash provided by operating activities was $94.8 million. The primary factors affecting our operating cash flows during this period were our net loss of $14.6 million, favorably offset by non-cash charges of $41.8 million for stock-based compensation, $19.4 million for depreciation and amortization of our property and equipment and capitalized software, $10.5 million for amortization of deferred commissions, and net cash inflows of $37.2 million provided by changes in our operating assets and liabilities.

The primary drivers for the changes in operating assets and liabilities include a $116.8 million decrease in accounts receivable that was primarily due to higher sales and relative timing of our cash collections and a $10.9 million decrease in operating right-of-use assets, partially offset by a $47.0 million decrease in deferred revenue that was primarily due to seasonality in our sales cycle which is concentrated in the back half of our fiscal year, a $13.9 million decrease in operating lease liabilities, an $11.9 million decrease in accounts payable, accrued expenses and other liabilities, an $8.8 million increase in prepaid and other assets, and a $7.9 million increase in deferred commissions due to new and expanded deployments with paying customers during the period.

Investing Activities

Cash used in investing activities of $109.0 million for the three months ended April 30, 2021 was primarily driven by $56.6 million in cash paid for acquisitions, net of cash acquired, $50.0 million in cash paid for the purchase of our short-term investment, $1.2 million of capitalized internally developed software costs associated with the development of additional significant features and functionality to our product, and $1.1 million of fixed asset purchases to support our offices and employees.

Financing Activities

Cash used in financing activities of $18.8 million for the three months ended April 30, 2021 was primarily driven by $15.7 million of employee payroll taxes paid related to net share settlement of restricted stock, $13.3 million of principal payments of finance lease liabilities, and $3.3 million of capitalized internal-use software costs associated with our on-premises software contracts, partially offset by $12.5 million from issuances of common stock under the 2015 ESPP and $1.4 million of proceeds from the exercise of stock options.



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Debt

In January 2021, we issued $345.0 million aggregate principal amount of 0.00% convertible senior notes due January 15, 2026. The Notes are senior unsecured obligations and do not bear regular interest. Each $1,000 principal amount of the Notes will initially be convertible into 38.7665 shares of our Class A common stock, which is equivalent to an initial conversion price of approximately $25.80 per share, subject to adjustment upon the occurrence of specified events. Refer to Note 9 for a description of our convertible senior notes.

On November 27, 2017, we entered into a secured credit agreement (as amended or otherwise modified from time to time, the November 2017 Facility). The maturity date of borrowings under the November 2017 Facility is July 12, 2022, the revolving commitment is $100.0 million, and it provides for a sublimit for the issuance of letters of credit of $45.0 million. As of April 30, 2021, debt outstanding under the November 2017 Facility was $30.0 million. Refer to Note 9 for a description of the November 2017 Facility.

Off-Balance Sheet Arrangements

Through April 30, 2021, we did not have any relationships with unconsolidated entities that have, or are reasonably likely to have, a material effect on our financial statements.

Contractual Obligations and Commitments

Our principal commitments consist of (i) obligations under operating leases for office spaces and data centers, (ii) obligations under finance leases for servers and related equipment for or data center operations, (iii) purchase obligations not recognized on the condensed consolidated balance sheet as of April 30, 2021, which relate primarily to infrastructure services and IT software and support services, and (iv) debt, including obligations under both our November 2017 Facility and Notes. For more information regarding our obligations for leases, purchase agreements, and debt, refer to Notes 5, 8, and 9, respectively, in Part I, Item 1. Financial Statements.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

Except for items discussed under Use of Estimates and Recently Adopted Accounting Pronouncements under Part I, Item 1. Financial Statements-Note 1, there have been no material changes to our critical accounting policies and estimates during the three months ended April 30, 2021 from those disclosed in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended January 31, 2021.

Recent Accounting Pronouncements

Refer to Part I, Item 1. Financial Statements-Note 1 for information regarding the effect of new accounting pronouncements on our financial statements.

Non-GAAP Financial Measures

Regulation S-K Item 10(e), "Use of Non-GAAP Financial Measures in Commission Filings," defines and prescribes the conditions for use of non-GAAP financial information. Our measures of non-GAAP operating income (loss), non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net income (loss) per share, and free cash flow (collectively, the non-GAAP financial measures) each meet the definition of a non-GAAP financial measure.

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



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Non-GAAP operating income (loss) and non-GAAP operating margin

We define non-GAAP operating income (loss) as operating income (loss) excluding expenses related to stock-based compensation (SBC), acquired intangible assets amortization, and as applicable, other special items. Non-GAAP operating margin is defined as non-GAAP operating income (loss) divided by revenue. Although SBC is an important aspect of the compensation of our employees and executives, determining the fair value of certain of the stock-based instruments we utilize involves a high degree of judgment and estimation and the expense recorded may bear little resemblance to the actual value realized upon the vesting or future exercise of the related stock-based awards. Furthermore, unlike cash compensation, the value of stock options, which is an element of our ongoing stock-based compensation expense, is determined using a complex formula that incorporates factors, such as market volatility, that are beyond our control. For restricted stock unit awards, the amount of stock-based compensation expenses is not reflective of the value ultimately received by the grant recipients. Management believes it is useful to exclude SBC in order to better understand the long-term performance of our core business and to facilitate comparison of our results to those of peer companies. Management also views amortization of acquisition-related intangible assets, such as the amortization of the cost associated with an acquired company's developed technology and trade names, as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are continually evaluated for impairment, amortization of the cost of purchased intangibles is a static expense, one that is not typically affected by operations during any particular period. Furthermore, Box excludes the following expenses as they are considered by management to be special items outside of Box's core operating results: (1) fees related to shareholder activism, which include directly applicable third-party advisory and professional service fees, (2) expenses related to certain litigation, (3) expenses associated with restructuring activities, consisting primarily of severance and other personnel-related costs, and (4) expenses related to announced acquisitions, including transaction and discrete tax costs. There are no expenses related to litigation or restructuring activities excluded from non-GAAP operating income (loss) in any of the periods presented.

Non-GAAP net income (loss) and net income (loss) per share

We define non-GAAP net income (loss) as net loss excluding expenses related to stock-based compensation, acquired intangible assets amortization and as applicable, other special items. We specifically identify other adjusting items in our reconciliation of GAAP to non-GAAP net income (loss). These items include expenses related to certain litigation and the amortization of the issuance costs associated with our Notes, which are amortized as interest expense, because they are considered by management to be special items outside our core operating results. We define non-GAAP net income (loss) per share as non-GAAP net income (loss) divided by the weighted-average outstanding shares. Similarly, the same adjusting items specified in our reconciliation of GAAP to non-GAAP net income (loss) are also excluded from the calculation of non-GAAP net income (loss) per share.

Free Cash Flow

We define free cash flow as cash flows from operating activities less purchases of property and equipment, principal payments of finance lease liabilities, capitalized internally developed software costs, and other items that did not or are not expected to require cash settlement and that management considers to be outside of our core business. We specifically identify other adjusting items in our reconciliation of GAAP to non-GAAP financial measures. We consider free cash flow to be a profitability and liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that can possibly be used for investing in our business and strengthening the balance sheet; but it is not intended to represent the residual cash flow available for discretionary expenditures. A reconciliation of free cash flow to net cash provided by operating activities, its nearest GAAP equivalent, is presented below. The presentation of free cash flow is also not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.

Limitations on the use of non-GAAP financial measures

A limitation of our non-GAAP financial measures is that they do not have uniform definitions. Our definitions will likely differ from the definitions used by other companies, including peer companies, and therefore comparability may be limited. Thus, our 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. Additionally, in the case of stock-based compensation expense, if we did not pay a portion of compensation in the form of stock-based compensation expense, the cash salary expense included in costs of revenue and operating expenses would be higher which would affect our cash position.

We compensate for these limitations by reconciling non-GAAP financial measures to the most comparable GAAP financial measures. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view our non-GAAP financial measures in conjunction with the most comparable GAAP financial measures.



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Our reconciliation of the non-GAAP financial measures for the three months ended
April 30, 2021 and 2020 are as follows (in thousands, except per share data and
percentages):



                                                             Three Months Ended
                                                                  April 30,
                                                           2021              2020
GAAP operating loss                                     $   (10,263 )     $   (24,240 )
Stock-based compensation                                     41,790            40,043
Acquired intangible assets amortization                         901                 -
Acquisition-related expenses                                    920                 -
Fees related to shareholder activism                          1,050             1,402
Non-GAAP operating income                               $    34,398       $    17,205

GAAP operating margin                                            (5 ) %           (13 ) %
Stock-based compensation                                         21                22
Acquired intangible assets amortization                           -                 -
Acquisition-related expenses                                      -                 -
Fees related to shareholder activism                              1                 -
Non-GAAP operating margin                                        17   %             9   %

GAAP net loss                                           $   (14,573 )     $   (25,550 )
Stock-based compensation                                     41,790            40,043
Acquired intangible assets amortization                         901                 -
Acquisition-related expenses                                    920                 -
Fees related to shareholder activism                          1,050             1,402
Amortization of debt issuance costs                             469                 -
Non-GAAP net income                                     $    30,557       $    15,895

GAAP net loss per share, basic and diluted              $     (0.09 )     $     (0.17 )
Stock-based compensation                                       0.26              0.26
Acquired intangible assets amortization                           -                 -
Acquisition-related expenses                                   0.01                 -
Fees related to shareholder activism                           0.01              0.01
Amortization of debt issuance costs                               -                 -
Non-GAAP net income per share, basic                    $      0.19       $      0.10
Non-GAAP net income per share, diluted                  $      0.18       $      0.10

Weighted-average shares used to compute GAAP net loss per share, basic and diluted

                                161,733           151,943

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

                                                       161,733           151,943
Diluted                                                     169,221           157,608

GAAP net cash provided by operating activities $ 94,772 $ 61,917 Purchases of property and equipment, net of proceeds from sales

                                                   (1,145 )          (1,407 )
Principal payments of finance lease liabilities             (13,262 )         (17,356 )
Capitalized internal-use software costs                      (4,475 )          (3,291 )
Non-GAAP free cash flow                                 $    75,890       $    39,863
GAAP net cash used in investing activities              $  (108,965 )     $    (4,591 )
GAAP net cash (used in) provided by financing
activities                                              $   (18,848 )     $    15,303






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