Good afternoon. My name is Chantel, and I will be your conference operator today. At this time, I would like to welcome everyone to the Box, Inc. Third Quarter Fiscal 2019 Earnings Conference Call. [Operator Instructions] Alice Lopatto, Investor Relations, you may begin your conference.

Good afternoon. Welcome to Box's Third Quarter Fiscal 2019 Earnings Conference Call. On the call today, we have Aaron Levie, our CEO; and Dylan Smith, our CFO. Following our prepared remarks, we will take questions. Today's call is being webcast and will also be available for replay on our Investor Relations website at www.box.com/investors. Our webcast will be audio only. However, supplemental slides are now available for download from our website. We'll also post the highlights of today's call on Twitter at the handle @boxincir. On this call, we will be making forward-looking statements, including our Q4 and FY '19 financial guidance and our expectations regarding our financial performance for the remaining quarter of fiscal 2019 and future periods, timing of and market adoption of our products, our market size, our operating leverage, our expectations regarding maintaining positive free cash flow and future profitability, our planned investments and growth strategies, our ability to achieve our long-term revenue and other operating model targets and expected timing and benefits from our new products and partnerships. 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 annual report on Form 10-K, for information on risks and uncertainties that may cause actual results to differ materially. These forward-looking statements are being made as of today, November 28, 2018, and we disclaim any obligation 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 non-GAAP measures, including reconciliations with comparable GAAP results, in our earnings press release and 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. Also, please note we updated our financial disclosures to reflect our adoption of the new ASC 606 revenue recognition standard under the modified retrospective transition method. Having adopted ASC 606 for this fiscal year under the modified retrospective transition method, all Q3 year-over-year comparisons are made against Q3 results a year ago, which are under ASC 605, unless otherwise stated. Please refer to our press release and the supplemental financial deck on our Investor Relations website for a reconciliation of our financial results under ASC 606 compared to ASC 605. With that, let me hand it over to Aaron.

Thanks, Alice. And thanks, everyone, for joining the call. We had another solid quarter in Q3, including wins and expansions with leading organizations like the City of Boston, National Bank of Canada and the National Institutes of Health. We ended Q3 with more than 90,000 total paying customers globally. Revenue was $155.9 million, up 21%, and non-GAAP EPS was negative $0.06, both ahead of our guidance. As we previously discussed, this year, we dramatically increased our focus on strategic solution sales and building deeper relationships with our customers. In Q3, this strategy continued to gain phenomenal traction as we saw more than 40% growth in all large deal categories. We closed 57 deals greater than $100,000 versus 40 a year ago, 11 deals over $500,000 versus 5 a year ago and 3 deals more than $1 million versus 1 a year ago. More than 80% of these deals included at least one add-on product like Box Governance, Zones, KeySafe or Platform compared to roughly 2/3 of deals greater than $100,000 including these products a year ago. Our large deal growth and strong add-on product attach rates prove that our solution selling strategy is working. Enterprises are choosing Box as a strategic technology partner and the Cloud Content Management platform to power their digital transformation. Content is at the heart of how we work, and it is only becoming more critical as powerful new technologies like AI, machine learning and workflow create opportunities to make the business processes around content more intelligent and automated. Enterprises need a central hub for their content, connecting best-of-breed applications while meeting security and compliance demands for multiple industries and geographies. With our solution selling strategy more deeply embedded into our business, we are in a stronger position than ever before to deliver more value to…

Thanks, Aaron. Good afternoon, everyone, and thank you for joining us today. In Q3, we drove solid top line growth while also continuing on our progress toward a major company milestone as we expect to achieve our first quarter of non-GAAP profitability in Q4. We delivered revenue of $155.9 million in Q3, up 21% year-over-year. 25% of Q3's revenue came from regions outside of the United States compared to 21% a year ago, demonstrating our increasing global penetration and strong execution against our market opportunity. As Aaron noted, we drove strong traction across all large deal categories, including 57 deals over $100,000 versus 40 a year ago, 11 deals over $500,000 versus 5 a year ago and 3 deals over $1 million versus 1 a year ago. More than 80% of these 6-figure deals included at least one add-on product, and our partners played a role in more than 40% of our 6-figure deals. This quarter, 28% of our 6-figure deals came from international markets. Third quarter billings came in at $155.6 million, representing 10% calculated billings growth and 14% adjusted billings growth year-over-year as a result of some customer-driven multiyear prepays a year ago. Total deferred revenue was $301.2 million, up 19% year-over-year. Short-term deferred revenue was up 25% year-over-year, and long-term deferred revenue was down 28% year-over-year primarily due to a higher enhanced developer fee in the year-ago period. Our deeper focus on solution selling this year has been yielding positive initial results. This year, we've been seeing an increase in large deal volumes as well as higher add-on product attach rates associated with increasingly robust Box implementations. As we've been mentioning throughout the year, we've been expecting most of these larger deals to close later in the year, predominantly in Q4. As such, we continue to expect…

[Operator Instructions] Your first question comes from Philip Winslow with Wells Fargo.

A question first for Aaron then a follow-up for Dylan. Aaron, you mentioned some of the go-to-market changes that you made, obviously, earlier in the year. And you highlighted the 80% attach rate you had to the -- of add-ons which is, obviously, the highest that we have seen, the 10-point jump quarter-to-quarter. So maybe walk through sort of what changes have been made, how you're sort of seeing them play out. And then particularly, as you think about Q4 because, obviously, Dylan guided to that mid-20s ramp-up in billings, what gives you confidence that sort of those changes sort of are in place, the disruption is behind us and that the pipeline starts to convert in Q4? And then just one follow-up for Dylan.

Yes. So as we noted at the beginning of the year, we, in FY '19, really wanted to evolve how we were selling to customers. And instead of going in, really talking about file sharing and collaboration, starting to change the conversation around content management and powering more and more business processes for our customers. And while that took a couple of quarters to roll through our sales motion, we think that you're now starting to see that show up in a much more significant way. Q3, I think, is the first major quarter of evidence of that when you look at our large deal traction of, again, 40% growth in the 100k segment, 120% growth in the 500k segment, 200% in the $1 million segment. And it's really just been driven by this changing dynamic of how we're talking to customers, what we're going in with, making sure that we're bringing in the full power of our advanced products, things like Governance where any customer in a regulated industry like we should be using Box Governance for information and document retention, or our platform solution. So any company that wants to be able to use Box as a back-end system for their ERP system or custom application development, we're seeing really great traction with platform as well. So I think you're just seeing how -- the matriculation of that now in the sales motion and us making sure that in every single customer conversation, we're really driving home the power of these add-on solutions. And we think that's going to continue to show up in Q4 and, obviously, be an incredibly important fixture of how we sell going forward into the future. And then one other note I would just say is we have been seeing more and more customer -- we've been seeing more customer demand from really the bundling of multiple products together. So we've seen some early signs of success, and we're going to build on this going into Q4, but really important in FY '20, and making sure that we can deliver sort of a bundled solutions or a suites as it were of our add-on products that come together. So customers don't have to buy sort of one at a time, but you can actually get the full power of Box in one transaction. So that -- we have a lot of learnings this year that we think are going to be baked into our sales motion going into the future. And the nice benefit of this is not only does it do things like grow our average contract value and deal size, it actually improves our competitiveness from a win rate standpoint because it bolsters Box's core differentiation as really being a cloud content management platform. So we're getting kind of 2 nice benefits from that.

Great. And then just 2 quick follow-ups for Dylan. First, Dylan, last quarter, you mentioned billings ex the enhanced developer fee was up in the 20s, wonder if you can give us the metric this quarter. Then also, gross margins has consistently been outperforming expectations. Can you maybe give us a little just more color there about what's been driving that and then how are you just thinking about that line going forward?

A note to listeners. Parts of the following answer are redacted because Mr. Smith misspoken earlier comments in regards to short-term billings.

Sure. So as it relates to the overall billings growth, as mentioned, we have been seeing a headwind this year related to the enhanced developer fee. This quarter, a bigger factor in terms of the delta between the reported billings growth and kind of the underlying growth of the business, especially given the strength in the quarter, was more due to the impact of that fee as it's rolled out of the long-term deferred revenue. So that, as mentioned, was down 28% year-on-year due both to the adoption of 606 heading into the year as well as just how that's flowed through the financials. So if you look at the short-term deferred revenue growth, that was up 25% year-on-year. If you run that kind of -- the calculation around short-term billings, that was up 23%. So roughly in the same range is how I think about the apples-to-apples growth rate that we put up in this most recent quarter. And then as it relates to the overall gross margin, as you mentioned, it did come in a bit higher than we had expected. Although with the move into an expanded colocation facility, we are going to see a bit of a step-up in the overall spend heading into this quarter, which is where we set the expectation about 72% for the quarter and then, over time, expect continue delivering efficiencies there both to lower the cost to serve as we scale as well as with the sort of pricing and packaging levers that we have, particularly as a lot of our add-on products are at a higher gross margin. So those are some of the different factors that are going into the gross margins trends.

Your next question comes from Melissa Franchi with Morgan Stanley.

Great. Dylan, I just wanted to revisit the Q4 outlook in terms of billings. I know that you talked about the pipeline of large deals. But can you maybe just refresh us on what gives you confidence in that level of acceleration? And to what extent is it coming from renewals of existing large deals that you've had in the past versus your expectation for new customer wins?

Sure. So it's -- really, a lot of the things that are giving us confidence are the same things we've talked about throughout the year. Although just as we get closer now, we're in the fourth quarter, we have stronger visibility and confidence in that Q4 pipeline. But it's really, as a reminder, the confluence of a lot of the pipeline that we've been generating throughout the year, especially as these solution selling motions have sort of rolled through. Many of those deals are showing up in Q4, which is why we've said, throughout the year, we expect this year to be more back end loaded than we've seen in past years, so really same drivers. Just with the passage of time, that confidence has increased. And then as it relates to the split between new customers and customers expanding their deployments with Box, we don't expect to see any material differences in terms of the split that we've seen either in recent quarters or in the fourth quarter where roughly 2/3 of our new bookings are coming from existing customers and about 1/3 are coming from customers buying Box for the first time.

Got it. Okay, that's helpful. And then on the retention rate, it was encouraging to see its stabilization at 108%. But just given the commentary on upsell rates and the benefits you're seeing from the strategic solution selling, do you feel like we could potentially see that metric improve from here? Or are there other headwinds like the new initial deals coming in larger? Is that still going to be suppressing the growth in the retention rate?

Yes. I wouldn't say that we're seeing any new headwinds in that metric. But as you mentioned, some of the same headwinds that we had been seeing in previous quarters are still showing up in the business as we are continuing to increasingly see larger deals upfront and a bit of a higher mix shift of the new customers, although that's been fairly consistent. So I would say to expect the stability as really that's being offset and showing up in the numbers with the stabilization because of the improvements we've seen both in terms of the customer retention throughout this year as well as higher add-on attach rates. So over time, I would say that where this metric trends is going to be largely dependent on the traction that we see with add-on products, but I would say to expect this metric to be fairly stable at least over the medium term.

Your next question comes from Rob Owens with KeyBanc Capital Markets.

This is Mike Casado on for Rob Owens. Aaron, I believe the expectation for mid-20s billings growth exiting '19 relied, to some extent, on the maturation of the reps hired last year. And I know you've just discussed the drivers remaining the same overall and increased confidence in them, but could you offer a bit of incremental detail on how that rep cohort is ramping?

Sure. So this is Dylan. I would say that those reps are ramping as expected, and we've been pretty pleased with the improvements that we've seen especially in ramped rep productivity. So overall productivity, as we discussed in the past, is going to be more muted this year because we have a higher percentage of reps throughout the year who are ramping versus ramped relative to prior years. But I'd say in terms of the productivity of those cohorts, both ramping reps and ramped reps, we're pretty pleased, although the mix shift makes it kind of a pretty flat productivity overall. As discussed, I would say that overall, as it relates to the business and the growth we're seeing, again, the reps have been ramping as expected, and we've seen strong rep retention and no real surprises here. What I would say though is that we've actually -- because we look not just at the reps overall, but we look at this and make these decisions on a per segment, per geography basis, we've actually decreased the hiring plans in those markets, especially certain international markets where we haven't seen the same productivity as we really are focused on driving productivity before ramping. So overall, we expect and are on track to kind of grow the overall sales force in the mid- to high-teens, again, largely due to some of the changes in those international markets where we've been putting in new leaders in place to really drive the execution there and the scale of sales force in there.

Understood. And then on the new leadership being in place internationally, how is the leadership rebuild in EMEA progressing? I know you're only a little over 1 quarter into it, but to what extent are those operational improvements really contributing to performance in the region?

Yes. So this is, in fact, Aaron, the -- to your point, the overall new leadership in Europe started at the beginning of August so really only 1 quarter in. And as you know, with these types of changes, it takes a couple of quarters to really get the operational rhythm improve. So we don't expect to see major performance changes within FY '19, but it's certainly something that is core to our plan going into FY '20. And so I think we're happy about some of the early improvements that we're seeing. But of course, given the seasonality of our business model, the Q3 and Q4 performance in Europe is heavily influenced by what we were doing in the first half of the year where we didn't have this leadership in place. So I think you will see that performance start to show up going into next year.

Your next question comes from Mark Murphy with JPMorgan.

Aaron, interested to get your view on any emerging technologies out there such as the single magnetic recording, or SMR, technology. So really, anything else you've seen that could make some of the large-scale data storage a little more cost-efficient, something -- anything along the lines that would lead to a long-term improvement in the gross margin structure. Is that anything you're experimenting with or seeing any opportunity there?

Yes. So we are -- so our architecture overall is a bit of a hybrid architecture. We have our own data centers that we operate out of where we are colocated in, and this is really where we have tuned our own infrastructure to be as efficient and effectively as dense as possible from a storage standpoint. And every refresh that we do in terms of our, what we call, filers or, effectively, our file storage infrastructure, generally sees relatively significant performance gains just in terms of the efficiency of and the density of the hard drives that we're implementing. And then secondarily, we have public cloud partners that we work with for things like burst capacity, additional redundant storage so we can make sure we have 2 copies of every file across different systems, and then international data residency. And so we're seeing performance gains and improvements on both of those fronts. And even if you look at some of the announcements over the past couple of quarters from some of our public cloud infrastructure partners, we think that will also lead to improvements overall. So as Dylan noted, we have a number of efforts that we're working on to drive more efficiency from our infrastructure. We do expect to see that over the medium and long run. Obviously, every time that we have a step function of new capacity investment and infrastructure investment, you do see that being somewhat dilutive to gross margin. But overall, we're really happy about the long-term trends of our infrastructure strategy and our architecture, including things like storage investments and improvements on the density of our filers.

Okay, great. And Dylan, just as a quick follow-up. I believe you have talked about the potential to accelerate top line growth in fiscal '20. So between, I guess, what you're relaying today and between the solution selling evolution and some of the new product innovations and some of the better attach rates that you've seen there, do you feel comfortable with getting over that, say, to 20% or kind of 21% growth bar next year? Any preliminary thoughts or framework you can offer there?

Sure. So let's discuss. We are definitely pleased with the progress that we're seeing in solution selling this year, particularly as it relates to large deal growth and those add-on attach rates. And again, the year is shaping up more or less as we had been expecting. Definitely some puts and takes still but pretty pleased overall. We do have strong visibility into Q4, and we are still on track to reaccelerate bookings this year which will set us up nicely for next year. Of course, Q4 is our biggest quarter of the year, particularly this year, as it's more back-end loaded. And that Q4 outcome is going to have a significant impact on what the FY '20 growth rate ultimately is. But I would say that overall, the view and kind of growth for the business and ability to reaccelerate that next year is still there. And especially kind of coming off the Q4 outcome, we'll provide a lot more specifics and detail on our Q4 call.

Your next question comes from Brian Peterson with Raymond James.

Sorry about the background noise here, but I just wanted to see, on the 4Q pipeline, is there anything that you guys can share in terms of customer level economics or revenue per seat that can give us some confidence that you guys are really seeing that in the pipeline in some of the solution selling that you're talking about is really set up to close in the fourth quarter?

Yes. So I can obviously share, qualitatively, when we look at the trends within our, again, big deal segments, 100k, 500k, $1 million deal segments, we're seeing beyond and, by far, a record pipeline for the quarter. We think that will drive very strong year-over-year metrics in terms of those big deal targets especially -- we're especially seeing strong traction within some of the most regulated industries and industries that are classic large vendors on IT, so financial services, pharma and life sciences, the public sector and government space. So based on the types of industries where we're seeing strong traction in and the pipeline of large deals, that's what's giving us confidence in some strong improvement from a growth -- in those big deals within Q4.

Your next question comes from Michael Turrin with Deutsche Bank.

Guys, you mentioned attach rates for add-on products came in at more than 80% for larger deals. I'm just wondering, are there any particular product areas to call out there in terms of contribution? Did any one particular product area outperform your own expectations from an add-on perspective?

Yes. We actually -- we continue to see incredible traction on our Governance add-on. That's a very, very strong year-over-year growth and exceeded our initial expectations. In particular, I sort of alluded to this, but it'll become, I think, something that we share a little bit more about next year. As customers have either done enterprise license agreements with us or we've been able to bundle multiple solutions together, Governance has become a core part of that add-on strategy. We also are seeing Platform in some key markets like financial services. And both Platform and Governance in areas like public sector, life sciences and financial services. So I think we're seeing a nice mix of -- as customers really use us as a back-end system for content management across their line of business applications, across their customer-facing applications, across their -- even the kind of core ERP systems, things like information governance, platform capabilities, our APIs and then, in the future, our automation and workflow functionality that we needed in Box will become very, very core to delivering on that. And so we're simultaneously seeing an increase in our add-on product sales while customers are beginning to really use us and see us as much more of a modern enterprise content management platform in the cloud for their business.

That's helpful. And then just one more. This is the fourth straight quarter we've seen that Fortune 500 penetration level come in at 69%, which is the longest stretch we've seen that metric extend without moving higher. Is it possible you may be hitting a point at all for that group where the last 30% is more difficult to reach for some structural reason? Or is Q4 the quarter where maybe we can expect to see that number continue to advance?

Yes, great question. I think the -- overall, I would say that because of the land-and-expand business model that we have, we have seen some increased traction within -- going into current accounts and driving add-on product sales and driving more deployment of Box and, in some cases, taking a customer that was $100,000 customer and turning that into a major upsell in the highest 6 or low 7 figures. And so that has probably taken a bit of our attention within the Fortune 500, but nothing structurally, I think, is preventing us from the next 30%. There's, obviously, a realistic asymptote where some industries are not driving as much digital transformation spend, and so there will be a percent that we probably can't get to. But overall, when we look at areas like financial services, life sciences, large industrials, global manufacturers, these are markets where we're doing incredibly well. And I think you'll see continued net new logo growth within the Fortune 500 both in Q4 and beyond.

Your next question comes from Rishi Jaluria with D. A. Davidson.

Just one maybe potentially for both Aaron and Dylan. As I look at your sales and marketing expenses, or even if I control for the benefit you're getting from ASC 606, can you help me get some level of comfort that you're maybe not underinvesting in sales and marketing given that you're adapting your go-to-market strategy, more focus on solution selling, expanding internationally where there should be a higher level of investment required and going after such a massive market opportunity? Can you just maybe help me get some comfort around that? And then I've got a follow-up for Dylan.

Sure. I would say that in a lot of cases, you're -- we're actually driving improvement efficiencies not just in the overall kind of rep productivity that we're seeing but also across other areas of the business. We didn't really highlight it on this call, but some of the trends we've talked about in the past, there's even things like ROI that we're seeing on our demand gen programs and the continued leverage in free user marketing and just some of the efficiencies we're driving across the board. So as it relates to how we think about those decisions and the right growth rate to grow our sales force, we do look at it definitely on a, as mentioned, kind of cohort by cohort, region by region, segment by segment basis. And where we are seeing steady improvements or market opportunities, we definitely invest against those opportunities. But again, in certain areas, we've seen less of that and so have sort of pulled back on some of the growth there. And so kind of where it balances out being in that mid- to high-teens rate and expect kind of something in the same ballpark range for next year, I think that's probably a good balance of driving that growth and profitability. But certainly, as some of the underlying metrics and leading indicators of growth and market opportunity evolve, we'll continue to monitor that and make those decisions accordingly.

Okay. That's helpful. And then Dylan, I just wanted to go back to your commentary around your expectations for billings in Q4. Just directionally, should we see a similar delta between total calculated billings and short-term calculated billings like we've seen in Q3 and other quarters this year and maybe when does that start to level off?

Yes, it would seem that it should be more normalized in the fourth quarter versus third quarter and then steady-state, we'd expect it to be very normal. But again, the sort of -- a couple of deltas that we saw in Q3 was -- were the function of that enhanced developer fee, and then we also saw an unusually high level of multiyear prepays in the third quarter a year ago. So we'll still see a bit of an impact from that enhanced developer fee in the fourth quarter. But overall, we'd expect to see much more kind of consistent trends between short term and long-term deferred revenue and billings growth.

There are no further questions at this time. I will now turn the call back over to Alice Lopatto.

Thank you, everyone, for joining us on our call today. And we look forward to speaking with you next quarter.

This concludes today's conference call. You may now disconnect.