Anne Leschin - Co-Founder and Partner, StreetSmart Investor Relations Dan Springer - Chief Executive Officer Mike Sheridan - Chief Financial Officer.

Justin Furby - William Blair and Company Sterling Auty - JPMorgan Stan Zlotsky - Morgan Stanley Alex Zukin - Piper Jaffray Karl Keirstead - Deutsche Bank Walter Pritchard - Citi Pat Walravens - JMP Securities Shankar Subramanian - Bank of America Merrill Lynch Daniel Adams - Wedbush Securities.

Good afternoon ladies and gentlemen. Thank you for joining DocuSign Third Quarter Fiscal 2019 Earnings Conference Call. As a reminder, this call is being recorded and will be available for replay from the Investor Relations section of the Web site following the call. At this time all participants are in a listen-only mode.

A question-and-answer session will follow the formal presentation. [Operator Instructions] I will now pass the call over to Anne Leschin, Head of Investor Relations. Please go ahead..

Thank you, operator, and good afternoon everyone. Welcome to our DocuSign's third quarter fiscal 2019 earnings conference call. On the call today, we have DocuSign's CEO, Dan Springer and CFO, Mike Sheridan. The press release announcing our third quarter results was issued earlier today and is posted on the Investor Relations Web site.

Before we get started, I'd like to let everyone know that we will be hosting a KeyBanc Bus Tour on December 10 and BofA Bus Tour on January 7 both in San Francisco and presenting at the JMP Tech Conference and the Morgan Stanley TMT Conference in late February. There are other events are added to the schedule will provide further update.

Now let me remind everyone that the statements made on this call include forward-looking statements that are based on beliefs and assumptions we believe to be reasonable as of this date and on information currently available to management including estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry.

Forward-looking statements involve known and unknown risks, uncertainties and other factors may cause actual results. performance or achievement to be materially different from any other results. Performance or achievements expressed or implied by the forward-looking statement.

Further information of these risks and uncertainties is included in our prospectus previously filed with the SEC and additional information available in our July 31, 2018, Quarterly Report on Form 10-Q and other filings with the SEC.

You should not rely upon forward-looking statements as predictions of future events except as required by law, we assume no obligation to update these forward-looking statements or to update the reason, if actual results differ materially from those anticipated in the forward-looking statements. I now like to turn the call over to Dan.

Dan?.

Thanks Anne. Good afternoon everyone and thanks for joining us today for earnings call. I'm pleased to say Q3 was another strong quarter for DocuSign. We had strong execution across all segments, geographies and verticals and the factors that drive our growth engine were in full effect. I'll be talking today about each of those.

To start, let me share a quick review of the number, then Mike, will give you more detail shortly. We had revenues of $178 million in the third quarter, which drove 37% year-over-year growth. With our acquisition of SpringCM, we were non-GAAP breakeven for the quarter.

Our growth continues to come primarily from acquiring new customers and growing usage within our existing customers across their lines of business. At the end of Q3, we had 454,000 paying customers, an increase of 25,000 over the previous quarter. As we have said this growth is not limited to the U.S.

Our international business represented 17% of our overall revenue this quarter and it continues to be an area of significant focus for us. We've continued to make great progress since becoming a public company earlier this year. And when we look at the factors driving our growth, we see a lot of fuel further momentum.

On today's call, I'd like to provide some additional color on these growth drivers. I'll talk about three in particular. First, every organization on the planet signs agreement big businesses, small businesses, government agencies and not for profit. As a result our TAM is substantial.

We estimate our core eSignature business is TAM at $25 billion, which is largely under penetrated. This TAM is becoming available as organizations worldwide make the transformation from paper to eSignature. It usually start when a specific department in an organization adopt eSignature.

Later, it is common for DocuSign to expand to other departments and over time we often see greater usage within each department. This is our core land and expand motion and our Q3 results are further evidence that it is working well.

In October, at our annual customer event in the U.K., we had a chance to illustrate how our expansion motion works in practice. One of the world's largest consumer-packaged goods company talked about how they have 100 different uses of DocuSign across their organization either live in development or currently under discussion.

This is a customer that started with just a few used cases in a single department and has been expanding since then. It's a great example of a customer eager to pay us more to do more because the return on DocuSign has proven to be so positive. Our second major growth driver is something that builds on top of this signature.

We call it the system of agreement transformation. It's when organizations go from isolated use of the signature to connecting it with the various other systems necessary to prepare, sign, act on and manage agreements. By connecting and automating the entire agreement process organizations can do business faster at less cost and with fewer errors.

So it's not a surprise that our leading customers are already going there now. In Q3, we had a chance to showcase as a leader at that same U.K. customer event I mentioned earlier. This customer one of the world's largest energy company was speaking about how they are connecting Salesforce.com, DocuSign, SpringCM and SAP.

This illustrates how important connectivity is to a modern customer agreement. If we can make it easy for customers to put the pieces together everybody wins. That's why we've invested to offer the most pre-built integration of any company in our category.

That's why we feel we're still well-positioned for the key aspect of the system of agreement transformation. Now I just mentioned SpringCM, the company we acquired in September. I'd like to give a quick update on our progress there.

You'll recall that SpringCM complements our strength in eSignature with their strength and activities before and after the signature. This has allowed us to provide a fuller system of agreement platform including new product Bell and further technologies to commercialize.

We're already doing this by offering SpringCM flagship contract lifecycle management product to our mid-market and enterprise segment. And for our SMB and lower mid-market segment, we intend to release a new product in the first half of calendar 2019 called DocuSign Gen. This is based on SpringCMs technology for document generation.

With these as well as partner offerings that we read out, we believe we have the most comprehensive set of products and services for modernizing customers systems of agreement. To remember that's the $25 billion TAM is for eSignature only.

We believe these additional offering at least double our TAM to cover activities like preparing agreements acting on them and manage. Finally, our third growth driver is our partner ecosystem. It is the largest in our category and it becomes even more important in a world of modern systems of agreement.

To illustrate let me point to a few recent announcements. In Q3, we had our largest ever presence at Dreamforce, Salesforce's annual conference. It's always a great show. And this year, we did more meetings and got more leads than ever before. This included a lot of activity around Salesforce FPQ, which stands for figure, price, quote.

It's another Salesforce product where we have in eSignature integration and at Dreamforce we announced that our new DocuSign Gen product we launched with a Salesforce FPQ integration. So lots of positive activity there. Another partner announcement we recently made was with Dropbox.

They announced Dropbox extension away from partner products to extend what's possible within Dropbox. And as you might guess, you can now send and signed agreement using DocuSign from within Dropbox. It's another example of our philosophy to put DocuSign everywhere work done. For a partner like Dropbox, it makes their environment more valuable.

And for us it drives more sales and usage of DocuSign giving us leverage beyond what our own direct sales efforts can achieve. So to sum up the growth driver, number one, big TAM from eSignature which were landing and expanding in there; number two, the system of agreement transformation; and number three, our category leading partner ecosystem.

Together they explain much of our recent success as well as our confidence in DocuSign's future prospects. Now I'd like to shift to some updates on our organization that we believe will cement our leadership for the next phase of our growth.

We announced last quarter that Neil Hudspith, our Head of Sales and Customer operation would be retiring at the end of the fiscal year. As I said in last quarter's call, this is something we have been planning for by investing in the talent we need to grow the business going forward.

Of course, the announcement gave us a chance to check our assumptions against the external market for talent as well. Having done that, we are all the more confident in the team we've built, cultivated internally. So I'm pleased to announce that effective February 1, Loren Alhadeff will become Chief Revenue Officer reporting directly to me.

Loren is currently our Senior Vice President of North America Sale that means he's been driving the bulk of the sales numbers we've all been enjoying today. Moreover, Loren is a pillar of DocuSign having been here over 10 years through many promotions and much success. So congratulations to Loren for a well-earned opportunity.

And for customer operation, Lambert Walsh our Senior Vice President of Customer Success will report directly to me as well. Lambert came to DocuSign two years ago after nine years as the Head of Adobe's Global Services and Customer Operations organization. Before that he was head of McAfee's Worldwide Customer Care Group for seven year.

Given the incredible impact Lambert has made since arriving at DocuSign, this was an easy decision for me. So Lambert, thank you and congratulation. We've also promoted Scott Olrich, the Chief Operating Officer. He will be expanding his focus beyond strategy and marketing to take on our field enablement and business development offices as well.

Moving now to our Board of Directors, effective January 1, our new Board Chair will be Maggie Wilderotter. Maggie serves on a number of high profile Boards including Costco, Hewlett-Packard Enterprise and Lyft. She has been on our Board since March 2018 and before then she was on our advisory board for several years.

In those capacities, Maggie has been hugely impactful for productivity. So we are thrilled, she's agreed to expand her role. We also have a new Board Member to announce, Cynthia Gaylor, Senior Vice President and CFO of Pivotal Software.

She was also the Head of Corporate Development for Twitter and was a Managing Director at Morgan Stanley serving in the technology investment banking group. Cynthia will be the fourth woman to join our Board and she will serve on the audit committee as well. Welcome Cynthia.

So as we transition to a public company Board over the past six months, I could not be more pleased with the experience we've assembled across the best of blue chip corporate and SaaS technology company. So to sum up for today, the growth factors we discussed are in full effect. And as you can see by the numbers, we are executing on the opportunity.

We are riding and in some cases driving multiple waves of transformation from partner to eSignature and modern systems of agreement. Our market still has a lot of greenfield especially internationally and we have an excellent sales scalability opportunity with our partner ecosystem. So my outlook is very positive.

And as we approach the end of the calendar year, I want to thank the 3000 DocuSigners for their incredible contribution a recognition this week on Glassdoor as the 17th best place to work amongst 800,000 companies is a testament to your effort. I could not be more proud to call you colleagues.

Now I'd like to hand over to Mike to walk through our financial performance and I'll be here for Q&A after that.

Mike?.

Thanks Dan and good afternoon everyone. As a reminder all of our financial results reflect the adoption of the 606 accounting standards for current and historical periods and our non-GAAP financials excludes stock based compensation, amortization of intangibles, amortization of debt discount and acquisition related costs.

Additionally, our results include the results of operations of SpringCM since its close on September 4. The third quarter was a busy one for DocuSign. We acquired SpringCM and completed both the secondary and a convertible debt offering. On top of this, we continue to execute well and exceeded our expectations for the quarter.

Total revenue rose 37% year-over-year to $178 million in the third quarter. Excluding SpringCM, DocuSign revenues were up 34% year-over-year. Total subscription revenue reached 38% year-over-year growth at $169 million or 95% of total revenue with strong performance across geographies and vertical markets.

Billings increased 40% year-over-year to $198 million and DocuSign's standalone billings grew 38% over the last year. We added approximately 25,000 new customers in the third quarter bringing our total to 454,000 customers worldwide and growing 28% year-on-year.

Of this increase approximately 4000 were new commercial and enterprise customers resulting in a 37% year-over-year increase to 53,000 direct customers worldwide. We continue to achieve strong upsell in Q3 resulting in a net dollar retention rate of 114%.

Strong upselling was also reflected in the number of customers with ACV greater than $300,000 which grew 57% year-over-year to a total of 285 customers. This was driven predominantly by existing customers continuing to increase their volumes and expand their use cases.

International revenue reached $31 million in the third quarter or 17% of total revenue. This growth included a year-over-year growth rate of over 40% in core DocuSign products offset in part by the continued sunsetting of some legacy acquired products. The combined year-over-year international revenue growth was 28%.

Non-GAAP gross margin for the third quarter of fiscal 2019 increased to 79% from 78% in the third quarter of fiscal 2018. Non-GAAP subscription gross margin in the quarter came in at 85% compared with 83% in the third quarter of fiscal 2018.

While our gross margins increased year-over-year, there was a slight decrease from Q2 primarily due to the impact of SpringCMs lower gross margins. We increased our non-GAAP operating expenses to $142 million or 80% of total revenue in Q3 from $105 million or 80% of total revenue for the third quarter of the prior year.

Professional fees associated with the acquisition of SpringCM and additional investments to support the integration as well as costs associated with the secondary and convertible offerings contributed to this increase.

As a result, our non-GAAP operating loss for the third quarter was $1 million or a negative 1% operating margin compared with a $3 million loss and negative 2% operating margin in Q3 of last year. We ended our quarter with 2900 employees a year-over-year increase of 33%. This increase included approximately 178 employees who joined us from SpringCM.

Operating cash flow was positive $4 million this quarter compared with $12 million in Q3 of last year. Lower operating cash flow during the third quarter was primarily the result of operating losses from SpringCM, costs associated with integration, and the follow on offering.

This combined with additional capital investments for SpringCM resulted in third quarter free cash flow of negative $4 million compared with positive $7 million in Q3 of last year. Finally on our balance sheet. We ended the third quarter with $1.1 billion in cash compared with $819 million at the end of the previous quarter.

This includes $493 million in net proceeds from the convertible debt we issued in September offset by the $219 million used in the purchase of SpringCM. Turning to our non-GAAP guidance for the fourth quarter and full fiscal year 2019, we estimate total revenue of $192 million to $194 million in Q4 and $693 million to $695 million for fiscal '19.

These amounts include a $4 million to $5 million revenue contribution from SpringCM in Q4 and an $8 million to $9 million revenue contribution from SpringCM for the full year. We estimate billings of $245 million to $255 million in Q4 and $795 million to $805 million for fiscal '19.

We are maintaining our guidance for gross margin at 78% to 81% for both Q4 and the full fiscal year 2019. In terms of operating expenses, we anticipate sales and marketing in the range of 50% to 52% of revenues in Q4 and fiscal '19. R&D in the range of 16% to 18% for Q4 in fiscal '19 and G&A in the range of 11% to 13% for Q4 and fiscal '19.

For the fourth quarter we estimate $3 million to $4 million of other non-operating income related to the interest income and expense. We expect a tax provision of approximately $750,000. We expect fully diluted weighted average shares outstanding of 185 million to 190 million shares for Q4 and 155 million to 160 million for fiscal 2019.

The decrease in weighted average shares outstanding in Q4 relates to our RSU settlement in November which decreased our fully diluted shares by approximately 5 million. With that, we will now open the call for questions..

Thank you. [Operator Instructions] Our first question comes from the line of Justin Furby with William Blair and Company. Please proceed with your question..

Oh great. Hey guys can you hear me okay..

Yes..

Craig maybe just Dan just to start -- I was hoping you could give a sense for what you're seeing across verticals. I think there's some concern around real estate.

I know that's a pretty small piece of your business today, but just wondered, you could speak on that vertical some of your other areas? And then, I'd love to get an update on what you saw in the federal government space. I know it's early for you and then I've got a quick follow up. Thanks..

Absolutely. We tend to see real estate as you articulated it's a relatively small percent of our revenue, but it's an important aspect of the total number of customers we have and most of the individual realtors as we've discussed in the past are very small customers.

But if you look at the strength we had with the net 25,000 customer add, a significant portion of that is in real estate. We've been pleased to see through Q3 a lot of strength in that segment. So we have not seen any of the things people have talked about from a headwinds in that market overall affecting our business at this point in time.

In terms of financial services and some of the other larger verticals that we traditionally point to, they've been quite strong and we're generally feeling, said very bullish that's behind the significant growth numbers that in both revenue and billings that Mike just referred to. From a government standpoint, I think you're absolutely right.

We look at the federal government is a huge long-term opportunity but have the understanding that even though we now have that fed ramp certification, it's going to be a longer sales cycle than some of the commercial customers as we tend to see in government.

But I would point to the fact that we've had some very good strength in state and local government. We continue to see that being an attractive opportunity for us in the near-term, while we go after the longer Federal Government opportunity that we think will be large in the longer term future..

Okay, great. That's helpful. And then, I know you kind of bucket the commercial and enterprise business in one sort of revenue line, but I think its two separate go-to-market, two separate selling motions.

Can you give a sense for what you're seeing between those two, I'm curious more on the larger enterprise because I think that's a newer area for you over the last several years? What's that looks like from a demand standpoind? And then just in terms of the decision to hire internally for that Chief Revenue Officer role should we interpret that as maybe more incremental changes over the next year or so in terms of go-to-market or is that the wrong read? Thanks..

So the first piece, we don't actually split our commercial and enterprise and it's interesting that you make the comment about them being sort of different motion, we think of increasing them is very similar motions and in fact a lot of the land and expand that we have sort of build goes across both segment.

And we're excited actually to take some of the best practices in the commercial business and bring that into our enterprise business as well. That's how we sort of think about them and I don't have a perspective of them dramatic difference.

Commercial is the core of what built DocuSign on the direct side of our business and I think that will be the case for years to come for sure. So that's perspective. In terms of the internally, I want to make sure I clarify your question.

If you think it is a more incremental versus more dramatic in terms of changes, we're feeling pretty pumped up about the leadership we have built internally and the momentum and the direction, so I don't think with our decision to have more and take on the Chief Revenue Officer role, it's an indication that we're going to be less dynamic and how we think about changes, but I think it is a statement you hear from us that we're really pleased with the momentum and direction of our business and we don't see any dramatic changes that I would point to with that point..

Okay. Thanks guys. Appreciate it. Nice quarter..

Thank you..

Our next question comes from the line of Sterling Auty with JPMorgan. Please proceed with your question..

Yes. Thanks. Hi guys. I know you've got the pricing plans that are up on the Web site, but in terms of the commercial enterprise, can you remind us what the stratification is and where is the typical enterprise customer coming in.

In other words is there an opportunity for further upsell on feature functionality?.

Hi, Sterling. It's Mike. So a couple of thoughts on that. I think if you look at one statistic that we provide in terms of accounts that are greater than $300,000, if you look at the makeup of that significant majority of those come from upsells that accumulate to larger ACV over time.

That said there are some in there that are first time buyers as well. So we do have a mix, but the model that we provide into the end point I think across commercial and enterprise is really to drive that upselling that expansion over time into ever increasing larger ACV. And this quarter is an example of that 57% year-over-year.

So we're seeing a lot of momentum around that..

Okay. And then, the one follow up is extending that, you gave the example of Spring with the partnership with Salesforce et cetera.

What is the interest level across that broader commercial enterprise group to expand their usage to bring in something like Spring versus, I guess the question a lot of gees, are they just doing -- our company is just going to buy the basic eSignature and that's it.

And maybe you are not interested in the expanded capability?.

Well, so it's hard to have one simple answer for our 454,000 customers. But let me try to give you some sense of the trends we're seeing in the marketplace. We've seen system of agreement really capture the enthusiasm of our customer base and I would say that's a across commercial and enterprise.

And people realize that eSignature is just the first piece that they want to go with. We continue to think from a land standpoint it will be a lot of folks that start with eSignature, but already we're seeing RFPs getting written with a system of agreement as the construct for the RFP.

And obviously, we think we're incredibly well positioned for those deals. So I don't think we see that there's a lack of enthusiasm and appetite within our customer base for buying into the broader system of agreement.

And again, the only exception, I'd say there, on the land side probably we will continue for some numbers of quarters to come to be customers that start with signature and then move in the broader group.

And then the one specific data point as you were talking to from a customer and partner standpoint, we do see the prepare or the DocuSign Gen product that I alluded to earlier as being the piece that will be most easy for customers to understand how quickly that connect with the eSignature.

And is that first step on their journey to a broader system of agreement we think that's the place where they'll go first. And some of the post sign components will probably fall..

Got it. Thank you..

Our next question comes from the line of Stan Zlotsky with Morgan Stanley. Please proceed with your question..

Perfect. Thank you so much for taking my question. So actually what I wanted to follow on -- follow up to what Sterling was digging into with the customers over 300k. We saw a very nice acceleration year-on-year and even if you look at it on a quarter-on-quarter basis rate that count bumped up 39 logos which is very impressive.

Maybe you could dig into what are the dynamics that you're seeing around these enterprise signings of these new logos.

How much of the increase are we're seeing, how much of it is just organic growth as you mentioned within existing customers versus just very large lands with new customers?.

Yes. It's Dan. As Mike alluded, the majority of those customers that are there got there from a land and expand motion as opposed to starting off over 300k. And if you take a look at the mix of those 39 incremental you're describing same thing is true, the majority of those where expansion opportunities. And we expect that to be the case going forward.

It's not that we're not excited when we see an enterprise opportunity to start that big. But one of the things that's really important in a fast world is driving customer success.

And you've heard us talk about this in the past and sometimes if you start off with too big of an initial chunk, you don't have that clarity to how you quickly get implemented and get those early wins to success.

So in some ways I actually prefer that core land and expand piece where we start with a manageable piece of used case and get them done quickly. Get that sort of early win mentality within the organization, and then, look to expand into the much larger footprint. And with system of agreement, I actually think you're going to see the same thing.

There may be some situations or someone says I want to buy the whole system of agreement upfront and start with a larger initial entry point, I think it's just as likely to see people say I want to start with eSignature and then build on two dimensions.

One is additional used cases for signature, but also adding in the overall system of agreement functionality expanding on two different vectors, so getting to that 300,000 faster but not necessarily starting at a higher point..

Got it. And then maybe just a clarification for Mike. Was there anything one time in the quarter on the billing side mainly the organic piece that head was there maybe a very large renewal of that hit in the quarter or was it just strength across the board within that organic billings number? That's it for me. Thank you..

Yes. No, Stan. Definitely driven by strength of quarterly performance as we talked about -- we guide billings, but it is a statistic that can be a bit more variable than others like revenue. But no what you saw in the quarter was driven by strength..

Mike and I went on a lot of sales calls ourselves this quarter we really drove a lot of that personally. The rest of the company is giving us full credit, but I really attribute it to our involvement in the sales number..

Perfect. Thank you..

Our next question comes from the line of Alex Zukin with Piper Jaffray. Please proceed with your question..

Hey guys. Thanks for my question.

So maybe on just that last point that strength that you saw in the quarter particularly that drove some of this acceleration is there -- is there an increased confidence in the sustainability of that type of growth at least in that those 300,000 plus accounts that we should now think about -- gives in the pipeline? And then, can you maybe talk to how you think about the guidance for the fourth quarter, was there anything one time in nature in the preview -- in the year ago period that we should keep in mind from a seasonality perspective? And then, I've got a quick follow-up..

Yes. I would say on the statistic of customers exceeding $300,000 of ACV. I would make two comments; one, like any statistic over time there will always be some level of variability depending upon the timing of closing deals and that sort of thing.

I think in general though when you look at the size of our customer base with time we're getting more and more customers that are moving up towards that threshold. So I think that's going to help contribute to a bit more sustainability over time.

And I'm sorry, the second part?.

The Q4 [indiscernible]..

Yes. There's really nothing onetime oriented I mean as everybody knows we had a strong second half last year and obviously we're coming off of a strong Q3. So, I think our guidance reflects that..

Great. And then just as a follow up, you talked a little bit about the cases where the system of agreement vision is now being written into the RFP or into the expand motion and particularly in the context of SpringCM.

How do you see that impacting the upsell motion from a deal size perspective? And how should we think about the dollar based net expansion metric, given some of the upscale activity that you're seeing. Is that a metric we should expect to trend up over time, saying that kind of current teens level.

How should we think about that?.

Yes. So two perspectives on that, trend piece, you asked about I think it's another form of expansion. So I think it increases our TAM substantially.

I don't have enough history at this point to tell you whether that rate to get to that larger TAM will be dramatically accelerated i.e., that would lead to a much higher net retention rate sort of per period. And I just don't think we have enough history yet.

We've just been in the last sort of six months as we really started the initial message development around system of agreement. And then from an additional product standpoint around Spring, I mean we're really -- really as we get to our new year, February 1 is where we're going to be focused on the DocuSign side is really selling that aggressively.

We're integrating the company but we haven't really started an aggressive sort of cross-sell opportunity. My sense is in that [indiscernible] to 118%, 119% is still the right way to think about our net retention rate for the foreseeable future.

And if we come back and see that that's really accelerating with those two vectors of growth in full swing, we'll give you that guidance. But at this point, I'd say probably stay in that same core range, but think about the fact that the long-term the TAM is getting bigger. So we've got more to grow into over time. That'll be my view.

I don't know Mike you have a different perspective..

Great. Thank you, guys..

Our next question comes from the line of Karl Keirstead with Deutsche Bank. Please proceed with your question..

Thank you. Maybe two for Mike. First of all, congrats on that billings number. That's terrific. The two for Mike, I heard you mentioned that you would expect the Spring revenue contribution and for Q to be 4 to 5 million.

Maybe you mentioned it and I missed it, but did you touch on what you would expect the billings contribution to be and should we assume for now that it will be similar and then I've got a follow up..

Yes. No, we don't -- last quarter, this quarter break it out for billings. We just wanted to give you sort of this one time visibility into the spring contribution billings as we talked about a bit more variable, but it should generally track with revenue and I think you have some visibility into the actuals I mentioned for Q3.

So looking at that should give you good sense as to, if you need to break that up for Q4 how to do so..

Got it. Okay. Thanks. And then Mike all the numbers were solid maybe with the exception of free cash flow, which I think disappointed and unusual given the strong billings growth you put up this quarter and last.

If you were to strip out the onetime pressures you flagged, the Spring contribution of free cash flow integration costs follow on offering cost, just roughly would you get to free cash flow margins in the proximity of the 5% to 6% percent level from 3Q, I'm just wondering what quote normalized cash flow might look like? Thanks a lot..

Sure. Yes. I don't know that I could give you a percentage. The other thing I think when you talked about free cash flow to consider is that things like with 170 employees feeding out all of their laptops you have some onetime capital investments as well that relate to it.

So I think all told, when we look at our core business we were very satisfied with how free cash flow has developed and we don't see any changes in those trends going forward..

Okay. Thanks a lot Mike..

Our next question comes from the line of Walter Pritchard with Citi. Please proceed with your question..

Hi, thanks. Couple of questions, just on levels of investment going forward, I guess my takeaway was on following up on Karl's question, from the pressures on cash flow sounded a bit onetime this quarter, you guided for next quarter.

Can you just talk about levels of investment given what happened where you were in the quarter and some of the priorities we have here as we look forward especially into next year and how you're thinking about margins developing?.

Yes. We're going to obviously guide next quarter our fiscal '20 outlook. I think that the impact for example on gross margins bringing Spring on for the first time really doesn't allow us the opportunity to integrate it and leverage those investments to move those margins in a direction more consistent with our model.

I think in the coming fiscal quarters we have the opportunity to do that both in terms of leveraging the cost of revenue investments and the OpEx investments.

I don't think that as we sit here today we're anticipating next fiscal year, the requirements for huge capital investment or other types of investments to get Spring integrated into the business. There are obviously going to be ongoing integration costs.

That's always part of an acquisition, but we don't think it's going to be a dramatic change to the model you've seen..

Thanks Mike. And then just follow up on the sale side. I'm wondering relative to different types of reps and segments of the business that you're targeting.

Where are you seeing those incremental productivity in terms of sales reps, you are bringing onboard?.

Well, if you think about the sales productivity, one of the reasons we accelerated our investment in sales and marketing which is sort of the hiring that we've pulled forward this year to ensure that will have the right productivity as we go into the new year to continue to drive attractive growth rates.

But I would say that the productivity enhancements we're getting are really driven by two factors. One is, as we get more scale we're just getting better at our sort of onboarding and enablement process for reps. The second thing as we get bigger, we're allowed to get more specialized right with that scale.

And so we have the ability to have people buy vertical industry and by size of customers that we go after to have bigger populations in each of those and therefore get more efficient and more effective at sort of onboarding them into that level of productivity. So that's where I say we're seeing the most of the benefit.

I don't say that -- I don't see that it's better in one particular size or one particular vertical. We're just getting a little bit better across the board on all of them which has us excited to continue to make those growth investment..

Great. Thank you..

Our next question comes from the line of Pat Walravens with JMP Securities. Please proceed with your question..

Oh, great. Thank you. Congratulations guys. Hey, Dan, can we talk a little bit about competition and I'll just throw out a couple of vectors, and love to hear your thoughts. One, Adobe, are you seeing them a little bit more; two, when you have sales cycles that are more API driven versus not.

How is it different? And then, lastly, it seems like there's a lot of low end vendors in the electronic signature space, what's happening with them?.

Yes. So on the specific ones you asked about, so from an Adobe standpoint, we continue to think they're a great company but they're not being as effective in this aspect of the business as they are -- where they're wonderfully successful in other segments.

We do primarily still see Adobe take a bundling or discounting approach when they compete with us. And as Mike as you know walk through in the past, when we looked at competitive win we see them as being significant and competitive losses as being very, very rare. Nothing's changed from the previous information we've shared there.

From your API vector, 60% of all of our transactions are now completed because they launched through an API call as opposed to someone logging into a web and mobile environment. We continue to see great strength there and our focus on the developer community, if anything even more dramatic than it has been in the past.

And we're not seeing sort of a phenomena of other players being stronger in that dimension. Keep in mind, when you move past Adobe, the next step the players are very, very small relative to our business. So someone would have to be doing something quite dramatic for us probably to sort of take notice of them making a successful inroad on that side.

There's no one we've seen particularly strong on that front. Similar answer to your low-end question. On a cumulative standpoint, if we think about our web and mobile business, so the non-direct selling side of that business is performing incredibly well for us.

So it may be that there's some really small players, an individual is in terms of their tiny scale growing well. I haven't actually had one brought to my attention in the last couple of quarters as interesting.

And the only other Pete you left out is the legacy players and we talked in the past about the idea that there is some sort of on-prem players particularly in some other countries outside of the U.S. and sometimes they will have strength in a particular vertical.

But for us our, view is not really an if question is just when those people will convert to the cloud and convert to DocuSign. So we continue to be appropriately aware and paying attention to competitive threat but not really seeing anything through this last quarter that was noteworthy..

Okay, great. Thank you for that..

Our next question comes from the line of Shankar Subramanian from Bank of America Merrill Lynch. Please proceed with your question..

Hi. Thank you. This is Shankar for Kash.

On the bottom side of the equation, could you help us understand how much of a tailwind was Salesforce or Dropbox was for net new customer at this quarter and how do you see that, any help, the next year in terms of net new customers?.

Absolutely. Yes. When we think about our partners, I'd sort of flip out the construct. We work with partners in a couple of different ways.

Both that I would point to is, on that sort of customer account side you're talking for, we tend to see that from both in the mid-market there's a commercial segment and moving down into SMB, the small side of commercial for us. And we see Salesforce as an example being hugely important, significant amount of growth that we see there.

And we believe we'll continue to do that. It's primarily driven by the great integrations we've built like DocuSign for Salesforce. I mentioned we've now built that capability to go into the CPQ as well as the core SFA product that they have there.

And I think the sort of momentum we see with Dropbox, we look at that in that same possibility of those small -- much smaller customers providing a large volume.

But I don't want to sort of leave out the power we get in larger partnership opportunities like RSAP partnership where we're working with some of the largest companies in the world and co-selling with SAP creates a huge growth opportunity.

It's not as big in the customer account side that you specifically asked about Shankar, but hugely important when we look at the revenue growth opportunity for us in the bookings and billings opportunity where we see that some very large customers that we go-to-market with folks like SAP..

Got it. Thank you.

And then, on the M&A front, obviously, this [indiscernible] you are still doing some investments there but as we look at your platform and see where other -- what are the features that you need to add to make it more sticky going forward? What would that be and when you look at the R&D spend then given your plan of hiring, acquiring as well as invest them internally.

What are the investments that you're focused on internally versus acquiring that IP from outside?.

Yes. So I think we've always said like many software companies we will look at both buying, building as well as partnering.

And we talked a bit today about how we think that the partnerships we've built in that broader ecosystem leveraging our strength in API, complete those integration is going to be also a key part of this overall system of agreement product solution that we want to bring to the market.

In the trade off versus build versus buy that specifically you asked about, yes, we want to properly digest Spring. We want to make this a fantastic integration to sort of prove to ourselves and the market that we will deliver incredible value for our customers when we do buy.

But for sure that the dominant aspect of our overall product development and delivery to the marketplace will come from build and that's why we're very focused on that R&D spend and ensuring that we've got a fantastic pipeline of new product development internally.

In terms of your specific question on which portions which way, I would say everything building off of Sign you should expect us or the vast, vast majority of everything of Sign will come from an internal build increasingly in the prepare phase.

I think you'll see us building we took some from Spring and some from our own to build that the DocuSign Gen product we talked about.

And the places where you might see us more focused on buying when you get to the later post sign phases like the manage phase where that would be, I'd say more different from the infrastructure and functionality and applications we've built to-date. So we don't have some definitive flip.

That's how I would sort of direct you to think about the difference of where we would build versus buy..

Okay. Thank you, guys. Awesome quarter. Thank you..

Our next question comes from the line of Daniel Adams with Wedbush Securities. Please proceed with your question..

Hey, guys. Great quarter. Again, a lot of question, just on international.

I mean could you talk about the trajectory there and just how we should think about international growth quote over the next like two to four quarters?.

Yes. As we mentioned earlier, when we look at our overall growth opportunity, we are very focused on international. The number of our direct business just over 80% of it is in North America.

And if you start thinking about traditional software companies as they scale and get bigger and bigger that opportunity to have the outside North America be significantly larger than it is for us today is one that we are laser focused on.

Now we have taken an approach which we completely feel positive about, which is to say let's not try to be everywhere at once with our direct business. It's true we have customers in over 150 countries that have bought DocuSign but the majority of those countries are ones that come to our web and mobile business.

We're focused on fixed markets outside North America. That's the U.K. and Ireland is one. France, Germany, Japan, Australia aims at really, but Australia focus and then Brazil and we want to continue as we go into the new year with that focus.

Once we feel we really nailed those countries and gotten significant scale in each of them, we'll start to look for additional focus countries to go after. That's how we're thinking about that from a geographic focus and attention.

And in terms of the success there, our bookings growth for our core DocuSign product is growing substantially faster internationally than it is in North America off smaller base, obviously as you'd expect and our expectation is that's going to continue to be the case for years to come. I don't know, Mike, you have….

Great.

And just a quick follow-up, like, so how do you feel about like organically building things versus just tuck ins and obviously you guys are in a position of strength to maybe reiterate sort of how you think about things going into 2019?.

Well, I think you're going back to the sort of the build versus buy discussion with Shankar. I think we believe that tuck-in type work is something that we would probably focus on small incremental components with our four development team because the integration and the overall platform is so important.

But from time to time, if we uncover a company will be subscale that has developed some really fantastic functionality and for whatever reason probably more likely the expertise and actually the customers in the business they build. We absolutely could be excited and you may recall over a year ago we bought a company called Appuri.

And Appuri was a company that was really about machine learning functionality and capability. We didn't even have a clear expectation how we might bring that to our customers at the time. We just knew it was capability that we wanted to build.

Now today, after we sort of tuck-in Appuri, we're realizing that machine learning which was their expertise is a big opportunity in our manage phase of the system of agreement. So I could definitely see us do tuck-ins around that sort of hire or talent acquisition capability as being a portion of what we did..

Okay. Thanks..

Ladies and gentlemen, we have reached the end of the question-and-answer session. And I would like to turn the call back to management for closing remarks..

We really appreciate you guys taking the time and we look forward to seeing you out on the road and talking to you again at the end of Q4. Thank you so much..

Thank you..

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation..