Ladies and gentlemen, thank you for standing by and welcome to the Box, Inc., Second Quarter Fiscal 2021 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Alice Lopatto, Head of Investor Relations. Thank you. Please go ahead.

Good afternoon and welcome to Box's second quarter fiscal 2021 earnings conference call. I'm Alice Lopatto, Head of Investor Relations. And on the call with me today, I have Aaron Levie, our CEO; and Dylan Smith, our CFO. Following our prepared remarks, we will take questions. Today's call is being webcast on our Investor Relations website at www.box.com/investors where supplemental slides are now available for download from. We also post the highlights of today's call on Twitter at the handle @boxincir. On the call, we will be making forward-looking statements, including our Q3 and FY '21 financial guidance and our expectations regarding our financial performance for fiscal 2021 and future periods, timing of and market adoption of our products, our markets and market size, our operating leverage, our expectations regarding maintaining positive free cash flow, growth margins, operating margins, future profitability and unrecognized revenue and remaining performance obligations. Our planned investments and growth strategies, our ability to achieve our long-term revenue and other operating model targets, expected timing and benefits of our new products, pricing and partnerships and our expectations regarding the impact of the COVID-19 pandemic on our business and operating results. These statements reflect our best judgment based on factors currently known to us and actual events or results may differ materially. Please refer to the press release and the risk factors in documents we file with the Securities and Exchange Commission, including our most recent quarterly report on Form 10-Q, for information on risks and uncertainties that may cause actual results to differ materially. These forward-looking statements are being made as of today, August 26, 2020 and we disclaim any obligations to update or revise them should they change or cease to be up-to-date. In addition, during today's call, we will discuss non-GAAP financial measures. These non-GAAP financial measures should be considered in addition to, not as a substitute for or in isolation from our GAAP results. You can find additional disclosures regarding these GAAP measures, including reconciliations with comparable GAAP results, in our earnings press release and in the related PowerPoint presentation, which can be found on the Investor Relations page of our website. Unless otherwise indicated, all references to financial measures are on a non-GAAP basis. With that, let me hand it over to Aaron.

Thanks, Alice, and thanks everyone for joining the call today. Let me begin by saying that I hope you and your families are all staying safe and healthy. Many months into COVID-19, the environment continues to be a challenging and unprecedented time. Throughout all, we continue to provide support for our employees and their families, our communities and our customers. I'm proud of all the teams at Box globally who strive to provide tremendous support for our customers, and for continuing to drive on product innovation during this time. We delivered a strong quarter in Q2 with revenue of $192.3 million, up 11% year-over-year, more than 15% non-GAAP operating margin compared to zero percent a year ago, and non-GAAP EPS of $0.18 compared to zero cents a year ago, both well above our guidance. We also generated more than $13 million in positive free cash flow and improvement of more than $32 million versus a year ago. Over 100,000 customers now rely on Box to power secure collaboration and critical processes across their businesses. And in Q2, we closed wins and expansions with leading organizations such as Hitachi High-Tech, Lord Abbett & Co, and Stanley Black & Decker. More customers are leveraging the full power of Box and we are very happy with our second quarter results and the stability we've had in this highly uncertain time. Our Q2 results were driven by expansion within our existing enterprise customers, which has remained consistent through the COVID-19 environment and growing demand for products like Shield and Relay that drove more Suite adoption including a 30% attach rate of Suites in our six figure deals. We were proud to deliver strong revenue growth, significantly expanded operating margins of more than 15%, and substantially improved cash flow. The world today is fundamentally different…

Thanks, Aaron. Good afternoon everyone and thank you for joining us today. As Aaron mentioned, we had a strong quarter with both revenue and non-GAAP EPS exceeding the high end of our guidance. We're seeing healthy expansion within our existing enterprise customers, stable customer retention rates, and continued momentum in Suite sales. At the same time, we've delivered significant operating margin improvements as we continue to focus on driving long-term profitable growth. For FY '21, we are raising our expectations for non-GAAP operating margins to be 12% to 13% of revenue 100 basis points higher than our previous expectations, and up considerably from 1% in FY '20. Let's now move on to our quarterly results. We delivered revenue of $192.3 million in Q2, up 11% year-on-year. 28% of this revenue came from regions outside of the United States, up from 25% a year ago and driven by continued strength in Japan. Our remaining performance obligations or RPO represent non-cancelable contracts that we expect recognized as revenue in future periods. This measure consists of deferred revenue and backlog offset by contract assets. We ended Q2 with RPO at $726.7 million, up 13% year-over-year. We expect to recognize approximately 65% of our RPO over the next 12 months. Second quarter billings came in at $188.8 million representing 9% year-over-year growth. As we mentioned on our last call, we still expect billings growth so slightly lag revenue growth for the remainder of our FY '21. As a reminder, our billings outcome is impacted by a variety of factors including payment duration and the timing of large renewals. Due to COVID-19 headwinds, this year we also expect to see continued softness and our professional services, bookings and our small business segments. Customers contract duration have remained stable, and even in the current environment, our…

[Operator Instructions] And your first question comes from a line of Josh Baer from Morgan Stanley from Morgan Stanley. Your line is open.

Thanks for the questioning and congrats on the strong quarter. Cash flow was very strong this quarter. I'm just wondering, if you're still seeing a shift toward quarterly billings from customers; and if so, if there's any way to quantify that impact for either this quarter or expectations for the year?

Sure. So as we mentioned on our last call, we do expect to see a bit of a shift, which drives the commentary. We expect billings growth to slightly lag revenue growth for the remainder of FY '21. So our expectations have been pretty consistent that we laid out on our last call. I would note that we are seeing that dynamic a bit in terms of the payment durations, particularly with some of our smaller customers, although it was not a material impact to our overall payment durations in the second quarter. And we'd also note that primarily the free cash flow come -- the strong free cash flow outcome in cash from operations performance will be put up in the second quarter, was more driven by a lot of the renewals and customer payment duration that we've seen in earlier periods.

Got it. If I can just sneak in one more, I believe you touched on this a little bit of talking about the mid school customer, but I was wondering if you have any additional insights in Q2 and the performance of the new sales programs for the enterprise-wide license agreements that should help customers expand wall to wall?

Yes, Josh, this is Aaron. We are starting to see more momentum with the ELA program. It's something that we've had kind of renewed interest in from the customer base right now, especially as companies want to be able to go more wall to wall. Q2 was really going to be kind of kicked off in earnest and so, it's becoming a greater focus of our sales motion, both to be able to sell Suites across the enterprise as well as being able to sell the core Box as well. But the ELA program is really more than anything away for customers to be able to deploy Box across their enterprise, and that's to simplify the sales motion and contracting motion to be able to do that. So, we're seeing emerging momentum still pretty early days, but we call that one of the examples. We had many others in the quarter, but it was great to see one of our longtime customers we liked to go to in ELA with us.

Your next question comes from the line of Phil Winslow from Wells Fargo. Your line is open.

Dylan and Aaron, in your last quarter you called out, you have record upload volumes and just activity trends on the platform. Wondering if give some color on just sort of what you saw this quarter? And also, one of things you just talk about in Q1 was a sort of extended burst capacity for some customers that needed to sort of extra seats to handle the shift to work from home? I wonder if you could give us a sense of conversion of those users, are they're still in the pipeline just for what you're saying? And then one quick follow up after that.

Yes, great question. So, I think from an activity standpoint, that initial first wave of everybody moving to remote work really kicked off in the middle part of Q1. So by Q2, I think we saw kind of normal kind of seasonally driven activity levels, sort of steady activity on the platform that was off that new baseline from that that increase, and healthy activity overall in terms of product adoption, usage of our new collaboration features as I mentioned, on the -- in the earlier conversation. We launched a bunch of new features that really help customers better collaborate, better organized, better share their content on Box. So, we're now focused on really driving the adoption of the all new Box, which we're seeing early signs of having some very, very kind of sticky and enhanced features that we're super excited about. So, that's on the activity front. In terms of monetizing that, that burst of usage, as we kind of talked about in the last call that was sort of modeled into our guidance of where we thought the deals come from. And overall, I think we've been very happy about the customers that elected to expand their usage of Box over the past quarter, so definitely quarter driven by expansion of seats as well as our Suites within existing customers. The number 100k plus deals up about 60% quarter over quarter, so showing kind of just healthy volume of customers electing to go broader with Box.

Got it. And then I'll put just follow-up on go to market. Obviously, you have some new leadership over the past year. Wondering just an update on how you feel about your go-to-market capacity, your efficiency, sort of update there would be great?

Yes, I think in general, we're really happy with the leadership team that we have in place. It has evolved over the past couple of years to make sure that we're well aligned with the model that we're pursuing right now, and both how we want to drive a really efficient engine at the core of the business as well as drive and land and expand motion within customers of all sizes. So, I think we've got an incredible team on the field right now at all layers of management across go to market. And then what we did kind of at the tail end of last year as we obviously talked a lot about and coming into this year was making sure that when we looked at territories when we looked at sales segments that we felt like we were making the right investments in markets that we're going to be most productive, where we had healthy existing customer traction, that we could go drive upsell as well as regions or territories where we felt very confident in the demand in Box. And a lot of that shifting happened to the early part of the year, obviously well timed kicking off this year where we could go and drive a lot of expansion within the customer base. And I think that motion is now playing out really nicely across the Salesforce.

Yes. And to add that, we are certainly seeing this have a pretty significant impact on the overall leverage that we've been able to drive across, go-to-market with sales and marketing spend coming down 11% year-on-year, as a result of a lot of the changes that we've talked about. At the same time, we've been pretty pleased in terms of the sales productivity improvements that we've seen, particularly with enterprise sales productivity, which in the first half of this year was up about 10% year on year. And that's been driven by strong customer expansion as well as the reallocation of resources of higher performing regions. So that segment of the business is performing very well for us, even in this environment. And another area that we've been really pleased with, both the productivity as well as the efficiency is around the efforts and the investments we've made in our digital selling across the customer base, really revamping that engine. And that's allowed us to generate increased marketing leverage by shifting a lot of our focus and energy in these more efficient digital channels as well.

Our next question comes from the line of Brian Peterson from Raymond James. Your line is open.

Hi, gentleman. I'll echo my congratulations on the strong results. So, Dylan, you made a comment on the third quarter in expectations that on the pipeline that the enterprise numbers or at least the deals look pretty favorable, at least in the third quarter and potentially the back half. Any color what gives you guys the confidence in that?

Sure. So as mentioned, we are seeing healthy pipeline, and do you expect to deliver solid growth in terms of there is six figure deal counts in the third quarter and really seeing that strength across all of the categories of deals that we talked about. And a lot of it is just some of the -- because of some of the kind of additional rigor and process improvements will be put in place over the last several quarters, we had been able to drive much more predictable kind of forecasts and pipeline management. And so, that's what gave me the confidence, already seeing some of the deals that are coming in throughout this quarter as well as just the general conversion rates and predictability that we see. And on top of that we'd note and most of that is driven by the healthy enterprise demands that we pulled out. And then the other note I'd make just as it relates to the big deal counts, and big deal dynamics, even though there's overall accounts in the second quarter where we would have liked, we have seen an increase in the average contract value of this six figure deals. So, in the second quarter, that was up more than 10% year-on-year, which helped drive the Q2 RPO and billing outcomes.

And maybe one for Aaron. Just on Relay, I know it's been a big product for you guys. Any feedback or any usage? I know that can be used for a lot of different processes. But I'd be curious, what you've learned and what you've seen from customers as they're looking to deploy the product? Thank you.

Yes. So, I think as our initial thesis that we had going back a couple years now why we got into the workflow space is playing out. The core idea and premise was, you have so many workflows right now that are happening inside of e-mail, they're happening and paper-based processes. They're happening and legacy document management systems and there really hasn't been as simple, highly usable, scalable solution for being able to automate those types of processes. So things like document review and approval, digital asset review and approval, being able to on-board customers or partners in a very streamlined way. So the launch of Relay now about a year ago, as well as the addition of that in our Suites, as well as some of the new features between our template gallery as well as some of our file requests, features that let customers and partners submit content to our clients in a very simple and automated fashion. Those types of use cases are not really playing out in a healthy way. So we're seeing customers in highly regulated industries begin to adopt Box Relay, because they want to be able to have auditability of their workflows. We're seeing customers that previously maybe wouldn't have normal gone out and purchased a separate VPN solution or kind of heavy duty workflow solution. But because it's built directly in the box, they can now go and automate more of their processes. So I think, as we go into the second half of this year, and next year. Our whole strategy really revolves around this idea that companies are going to want to have one platform that brings together their content management, their collaboration, their workflows, in a secure way, integrated with all their apps. And we're now seeing more and more invested in begin to play out, as customers sort of zoom out from just the initial remote workforce push and focus more on the long-term business process optimization and workflow automation, that then you're able to drive in their enterprises.

Your next question comes from the line of Mark Murphy from JP Morgan. Your line is open.

It's Adam Bergere on for Mark. Congratulations on a great quarter. So my first question is, is there any commentary you guys can provide on upsells versus selling to new customers? I believe last quarter, you mentioned this was, I think, 70% of bookings came from existing customers.

Yes. So I mean, overall, I'll give you the kind of customer dynamic in general, and I think we are -- we're certainly benefiting in this environment from now, reaching 100,000 customers globally on the platform, where we have a significant installed base that still has, in many cases, limited penetration of Box where they're using us in certain departments, they're using us for secure file sharing or for collaboration, but now they want to be able to automate workflows and they want better data security. So we're seeing a very, very healthy increase in our existing customer expansion, especially in the enterprise segments, but now coming into the second half that the pipeline is looking strong on our kind of SME business overall. And this is really happening across the board, certainly more predominantly in industries that maybe are less impacted by COVID. But financial services, healthcare, life sciences, certain digital technology companies and some select retailers and consumer brands. But overall just very healthy expansion rates, again from the customers that are growing right now and we're seeing a nice pipeline in the second half as well for that.

Appreciate the detail there. And just as a quick housekeeping question. Is there any update on how the number of paying users trended this quarter?

Yes, we did see a healthy growth in the number of paying users. I believe, we added about a $0.5 million of paid users in the quarter and if you're talking about seats, that is where that was up about 500,000 to 14.5 million overall paying users and then from a paying customer counts, we now have more than 100,000 paying customers, which is up about 2,000 quarter-on-quarter.

Your next question comes from line of Rishi Jaluria from D.A. Davidson & Co. Your line is open.

Nice to see some continued strong execution and margin expansion. Wanted to maybe drill a little bit into the margin expansion we saw, both on the operating margin and on the gross margin. And that is, to what extent or how much of a benefit are you getting from effectively having zero dollars of T&E? And maybe looking forward to post pandemic when hopefully things are back normally on planes and travel is there. How long lasting do you see these cost savings? Do you expect more of a shift to kind of remote and virtual selling? And I think, kind of same question applies to the gross margin line item. I'm sure you're getting some benefit from some infrastructure improvements, as you mentioned, and I'm sure a little bit of benefit from not having to do on site professional services. So maybe you kind of walk through your philosophical thoughts there and I got a follow-up?

Sure. So when I say in terms of the expense side and the overall impact, as a reminder, prior to COVID, we had expected our operating margins for this year to be in the 9% to 10% range of revenue, we now expect that to land in the 12% to 13% range. So of this 3% improvement annualized, a little less than half of that is driven in the areas directly impacted by COVID. That includes P&E facilities and marketing events primarily whereas a little more than half is coming from strong execution against the cost and productivity initiatives that we've been focused on, particularly around workforce expenses, gross margin, and overall cost discipline. And while we do expect some of these areas to come back, once we get through the current environments, I think because of the results we've seen even on a go forward basis, once we get into the new normal. We don't intend of space travel and events or some of the areas around marketing spend fully returned to sort of pre-COVID levels. And you expect to see durable savings just given how effective we've been able to run in the current environment. And then in terms and I think from duration and all of those things for when that'll start to show up it's probably largely dependent on the overall macro environments. And then, as it relates to gross margin, there actually has not been any sort of material impact in terms of those expenses because of the current dynamics within that.

Okay, got it. That's helpful. And then just to go back to the six figure deals, so down slightly year-over-year. And I know, Dylan, you said, you want that number to be higher, but also expect Q3 to come up year-over-year versus Q3 of last year. Was there any impact on that number being down year-over-year because of a shorter duration of deals in this environment versus in Q2 a year ago? And maybe help us understand, what does that's giving you confidence that number is going to increase in Q3 both year-over-year and sequentially? Thanks.

Yes, this is Aaron again. I think, in general, I think we're very happy about the 100k plus deal metrics, 60% growth quarter-over-quarter, which I think is more reflective of kind of the current environment and kind of concerning the bands at the start of the year to where we are now. Obviously, on a year-over-year basis, the years are completely different in terms of just the environment and various industries and segments that have different dynamics of play. But overall, we're seeing very strong pipeline. There are some specific instances where you might have kind of customer decision making dynamics in an evolved way and so some of those deals kind of come in from Q2 and Q3. So, we're seeing, some of those deals that close and play out nicely. But overall, I think when we looked at the pipe linefor the second half of the year, when we look at the year-over-year growth even on that 100k plus metric, we feel pretty confident that we're going to be able to pull them from here. And again, continue to put up strong results overall on the customer expansion that we're driving.

Your next question comes from line of Chad Bennett from Craig-Hallum Capital. Your line is open.

Great. Thanks for taking my questions. So, it looks like and you guys indicated that churn stabilized roughly 5 percentage points this quarter and last quarter. And you talked about healthy expansion in the base, probably like you said, due to the circumstances we are in right now and Suite adaption. I guess, if you look at and I realize everything's kind of trailing 12 months, but if you look at net retention that ticked down a touch, I guess, the 106 from 107 sequentially. I guess should we expect that number in the second half to kind of reaccelerate as again we monetize kind of users and Suite adoption becomes more prevalent? And like Dylan said, your six figure count in third quarter grows healthy. Just kind of how you think about both turn going forward in that expansion going forward for retention, however you want to put it for the second half of the year would be great? Thank you.

Sure. So, on the churn fronts, as you noted, that that's remained strong and stable even in this environment. Coming in consistent with 5%, on an annualized basis, will be a lot more last quarter and a bit better than where we were a year ago at 6%. We do expect that metric to be continued to be stable, going forward. But as you might expect with the COVID-19 related dynamics, particularly in our smaller customers, that is having somewhat of an impact on the expansion rate. And that could cause the overall net retention metrics to fluctuate over the course of this year. So that has created some pressure, particularly in those customers. And ultimately, in terms of where things shake out this year really is going to be more a function of that expansion. So we do expect that our net retention rate is going to end this year above what we ended at FY '20. But at 104%, where we were so north of that, but ultimately EBITDA dynamics around expansion and kind of surprising of the recovery that we see in some of these segments that are more challenge as well as detailing on the enterprise or what's going to drive that net retention metric for the balance of this year.

And then maybe one quick question on that Dylan is. So, maybe this is an obvious answer also, but should Suite adoption be a tailwind for your net retention rate?

I'd say is, yes, absolutely, to the extent that the adoption of Suites drives customer expansion. And in a lot of cases, as Aaron mentioned, we see that actually kind of streamline and in many cases increased the upsell for the fuel by customers Suite adoption alongside just general adoption of especially some of our newer products like Shield and Relay will absolutely be a factor in that customer exposure rate.

[Operator Instructions] And your next question comes from the line of Brett Knoblauch from Berenberg Capital Markets. Your line is open.

Just one question for me here. I know you guys increased your non-GAAP operating margin target from or to 12% to 13%. When I look at the first half margin profile there, you got at around 12.5%, 12.6%. And you're not really expecting any sequential improvements for the remainder of the year. I guess is there anything in that? Are you guys planning on any incremental investments and maybe if you could just help me with that dynamic? Thank you.

Yes. So I'd note there that the same dynamics that we've been seeing that have allowed us to increase and make those significant increases and improvements in operating origin and non-GAAP EPS, throughout the course of the first half year, particularly in the second quarter, we do expect to hold. So as mentioned, for those who hold true for the balance of the year. We'd note that there is some seasonality that we see in certain line items of expenses. So if you look at historically, we generally do see slightly lower margins in the third quarter versus the second quarter, for example, and then there are other dynamics around the different components of areas like Salesforce compensation. So the expenses, certain categories expenses do fluctuate a bit, but overall we would expect to see the continued improvements in our bottom line trajectory, and while we will be making investments, particularly in the go-to-market areas that have really been performing well, and showing productivity gains as well as continued investments in areas like our engineering team. You can expect to see us make those investments throughout the back half of the year, but at the same time, continue to drive leverage through all the different areas that we've mentioned. So, we do expect to continue that trajectory of strong operating margin improvements, as we move through the back half of this year and into next year.

There are no further questions at this time. Alice Lopatto, I turn the call back over to you for some closing remarks.

Thank you everyone for joining our call today. We look forward to speaking with you again on our investor breakout session at BoxWorks Digital on September 17th. Please note our start time for the event will be at 2 pm Pacific and BoxWorks Digital will be an all day event. Thank you again for your time today and we look forward to speaking with you again soon.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.