Hello, good afternoon or good morning, depending on what time zone you're in. Thanks for joining us today at our 18th Annual Tech and Media Conference. My name is Scott Berg, for those that are not familiar with myself. I lead our enterprise software and SaaS research efforts here at Needham. With us today we have Bill.com. We have the company's CFO, John Rettig, with us. Welcome, John. Thank you for the time today. You bet. Thanks, Scott. It's great to be with you. Just as a, I guess point of clarification, we have a series of questions that John and I are obviously gonna be chatting about today. We will not be taking Q&A at the end of the session. If anyone has questions, you know, feel free to follow up with either John or myself, obviously afterwards. John, I want you to start off with maybe giving you an overview of Bill.com for the maybe one or two people on the call here that's less familiar with the company. Sure. We're a essential financial operations platform for SMBs. We focus on the small and medium-sized business market, and that means we help companies with their accounts payable, accounts receivable, spend and expense management. We started the business to try to solve the most complex problems that small businesses have, managing their financial operations, which is really centered around manual paper-based processes in the back office. We built our platform and our solutions really from the ground up to be simple and easy to use and provide an on-ramp for small businesses to be able to go digital. We take a lot of the paper and manual activities and coding and things like that, and we make it digital and super easy and give businesses time back to be able to spend, you know, more resources, more time on building their company, building their business. We started in AP, which is that complex process that I mentioned. We've added AR over the years, accounts receivable, recently added spend and expense management and corporate cards to our solution. Over time, we are expanding the footprint of our platform to serve more and more of the processes for small businesses. Along the way, we've done, I think a great job at innovating with payments. Payments is kind of the last mile of what we do. Our real claim to fame is around process automation and workflow and helping companies go digital. By applying those foundational capabilities to the AP, AR spend and expense management space, we also get the right to do payments for both our AP and AR customers and our supplier network. Awesome. I guess before we get into the business and some of the key points of it, I know your 10-Q was delayed by a couple days last week. Can you just, you know, put some framework around that for some that might ask some questions on the delay? Sure. It's a good question. EY is our independent auditor. In April, they did an internal review of our FY 2022 audit, and they found some, I think some gaps in documentation on their side around some of our internal controls. This review was triggered by the normal rotation in audit partners that happens after five years. The way the process works, just to step back for a second, is the company, in our case, BILL, obviously determines the key controls for SOX compliance purposes. We align with our auditors on what those controls are. We build out a whole program around documentation, processes, evidence in order to substantiate the effectiveness of those controls. We had done this in fiscal 2021, aligned with our auditors on what the key controls are. After the audit rotation process and the EY internal review, I think their opinion evolved, and they felt like there might be some additional controls that needed to be defined as key controls. We worked very closely with them to try to document and provide additional evidence on the new controls that they thought were important, and frankly, ran out of time as it relates to filing our Q. That's the background of the process. There's obviously no impact to our numbers or our metrics or any of our reported financials. This is something that we will enhance our documentation and evidence, and control environment of our fiscal 23 audit. Awesome. Now let's get to the fun stuff. Let's talk about industry and market here, jumping into that. The businesses had some macro related pressures, you know, especially with the core, you know, Bill solution and your general SMB exposure, as you guys have, you know, well discussed the last couple quarters. Starting with TPV, the March quarter was better than expected, you know, in a couple of areas. Both payment volumes and net adds were a little bit better, reversing some of the negative trends that you saw in the December quarter. Has the Bill TPV kind of settled into a new norm? Or what are you kind of expecting maybe from the macro in the short to intermediate term in this area? Yeah. It's a very timely question. Obviously, the past few quarters, we've seen businesses proactively manage their spend, adjust their spending. They're scaling back, and it's been pretty prevalent across really all size customers that we serve, which is from, you know, really small micro businesses up to the mid-market. The pace of pullback and adjustments to spend seem to begin to stabilize in the March quarter. I mean, I think it's too early to call a trough and a reversion to say, or a return to growth in or expansion on the part of small businesses. The trends are actually encouraging. One important thing is, though, we obviously don't influence the overall level of spend of our customers. They're running their business. They're spending according to the demand environment they see and so on and so forth. We do have various levers to increase our share of wallet of the spend that small businesses have on our platform. We see that a positive correlation when we add new products, when we create better ways of automating processes and whatnot. I think even in a environment over the next few quarters where spend might be flattish versus a much higher growth environment during the pandemic years, we still have the opportunity to further penetrate the payment volume of our customers. One of the questions I've had, you know, several times is: Why has Divvy spend not seen any real you know, material pressure to, you know, to its payment volumes to date? Is it because, you know, customers maybe don't use it as, you know, on discretionary spend quite much, but it certainly seems like there should have been some exposure there that's a little more sensitive. Yeah. On a per customer basis, our spend and expense solution has similar sequential trends as BILL. Both are down approximately 7% between the December and March quarters. If you step back and look at the overall spend level for spend and expense with Divvy, obviously is up 63% year over year, versus the BILL TPV was much lower growth at 11% year over year. I'd say that the spend and expense category is obviously much newer. It's still evolving. Customers are still scaling with the platform, and they're bringing more and more spend onto the platform. The customer base, the absolute size of the customer base for spend and expense is obviously much smaller than our overall BILL customer base. We have done a, I think, a really good job at continuing to scale that particular solution and penetrate the market. We've added over 16,000 customers on Spend & Expense since the time of the acquisition. As those customers get on the platform, I think it has a positive impact on the overall spend levels. I'd say we have a little bit more exposure with Spend & Expense to some expense categories that are seeing positive trends these days. One example would be T&E spend, which is by no means like the majority of spend for the Divvy platform, but there is more because of the physical card component of that Spend & Expense solution. The T&E spends have been very positive for Divvy, as we've seen with other third-party, you know, card providers. Yes. Switching to maybe competition a little bit. If I remember back to the IPO, the competitors that we looked at then are certainly different, I think, than the what's in the market today. The market's still pretty greenfield. You haven't really been replacing, you know, much in terms of existing solutions. How do you define the competitive landscape maybe, you know, today versus, you know, four or five years ago? Yeah. I'd say, obviously it's a huge market opportunity given the millions of businesses with employees, tens of millions if you count sole proprietors where there's just, you know, one person in the business. The vast majority of small businesses in particular, so, ignoring large enterprises for a second, still have a significant component of their financial operations that's manual and paper-based. That's the inertia part of the market where I think the biggest opportunity resides. There are point solutions for lots of components of the back office and other operational processes for small businesses. With our focus on the smaller end of the market, we don't really see as much direct competition. I think it sounds, you know, dated maybe, but pen and paper is still, and inertia is kind of the biggest competitive obstacle, and that's starting to change. We obviously saw significant influence, and changing behaviors during the pandemic where it created, I think, a ton of awareness and brought forward people's understanding of better ways of doing business. I think we've created a, you know, a category here around digital financial operations. With our platform and ecosystem and scale, I think we've learned that we can continue to influence the overall market and its evolution and maturity. Got it. I think the one competitive, you know, kind of, I don't know, item out there that I get the most questions on, I know you get a lot of questions on, is obviously Intuit. It's kind of the topic that seems to keep every BILL investor awake at night. You know, if you own BILL shares, which obviously you do, why should Intuit not worry a shareholder if they get into the big payment space like some fear? Yeah. I mean, there's a few, I think, moving parts here. One, the foundation is a huge market opportunity. It's evolving. We've got a proven platform. We have a track record of creating value for SMBs. I think a lot of people view the opportunity that we're going after as being just about payments. While that's an important part for businesses, it's not the transformational aspect of how we create value for most small businesses. It's why our platform is such a good complement actually to accounting software, to other tools that SMB uses. It's really about the digital automation and transformation that we can bring to businesses. We obviously also do payments, but that's more of the last mile. Regarding our partnership with Intuit, I think the customers that we've acquired together around the advanced or mid-market segment accounts for about 1% of revenue. We work with a lot of Intuit and QuickBooks customers across all the different versions of the software, but most of those customers actually come to BILL as a part of the rest of our broad distribution ecosystem as opposed to directly via our relationship with Intuit. What looks sometimes from the outside as a pretty simple process to start adding payments and AP and things like that, under the covers it's actually really complex and hard to do. I think we've built significant scale, and infrastructure and risk management and other payment capabilities that are very difficult to replicate, frankly. I think combined with our lead in process automation and the size of the market opportunity gives us comfort that we have a very long growth runway ahead. Next, I wanted to touch on your SVB exposure a little bit, just 'cause I've had several questions on it as well. Some of the questions I think were a little on the negative side, mainly because it seemed like you had at least a few individuals, a lot of cash at one institution. I've actually taken the flip side of that argument. 'Cause I thought your diversification plan, leveraging several financial institutions actually played out reasonably well when SVB went through its bank run. You had plenty of cash in other institutions. You were certainly able to transact appropriately and really not show a hiccup to your customers if you needed to. Have you materially changed about how you think about your payment infrastructure and how to plan for a similar scenario if it were to happen again? Yeah. I mean, we've built our infrastructure around resiliency and redundancy. We found that this served us really well during the SVB situation. We had roughly 10% of corporate and FBO cash at Silicon Valley Bank. Within hours of the bank being taken over, we rerouted transactions to other large financial institutions that we already had preexisting relationships with, and we began to optimize customer payments and flows and transactions clearing in a very seamless fashion. I'd say there's no major changes to our infrastructure and the way that we're executing on our promises to customers, in part because we've built our capabilities with redundancy in mind from the beginning. With that said, we have a much higher percentage of our both corporate and FBO for benefit of customer funds at much larger global too big to fail financial institutions now than we had pre the SVB crisis. That's something that will obviously continue to evolve as we build out our payments infrastructure. Lastly, for those I speak with on the name, I often like to talk about how I think BILL has the largest blue sky opportunity of probably any public company that I've ever covered. How do you think about the long-term, you know, market opportunity? You have a fantastic product. I think your go-to-market, you know, strategies have been highly innovative. What does that look like to you, not just domestically, but maybe internationally, which you've barely tapped into today? Yeah. Look, we pay a lot of attention, very close attention to the near-term progress and delivering on goals and driving results. What we're really motivated by and driven is the long-term opportunity to serve millions of businesses and to be the essential operations platform. The U.S. market opportunity is huge, and it's where we focus. We've tried to make sure to influence the market to help drive digital transformation, to actually be a part of the acceleration of the market maturing over the last few years and the next few years, and not get prematurely distracted with, you know, perhaps getting spread too thin and moving to many international markets. I think now we've reached, kind of the scale of business, where we're starting to look at being able to complement the lead we have in the U.S. market with select international English-speaking markets, where I think where the value proposition that we bring to small businesses will resonate, you know, globally. It's really around making it easy to connect and do business with buyers and suppliers and process automation and things like that, perhaps less so on just the digital payment component. We're, we're really excited about the size of the opportunity we're going after, and we're obviously really well-positioned from a capital and from a unit economics and ROI standpoint to continue to scale the business. Let's move to product, I guess. you know, BILL has and continues to be building out a, you know, quite a large network overall. Can you help us understand the scale of the network today and how your customers can really benefit from what's kind of developed into a two-sided network? Yeah. We have approximately 5 million, 4.7 million network members. These are businesses, in some cases, individuals, independent contractors who have created an account with Bill. We are managing and facilitating and directing payments between 4.7 million entities. We have bank account credentials. We have stored preferences about what payment types they want to use. Maybe that varies by size of transaction or by the type of buyer or supplier or any number of other variables. The network is all about making it simpler to do business without having to track payment credentials and addresses and other customer information. It all resides in our platform, there's a one-to-many relationship. We have a buyer, an AP customer, who is connected with, in some cases, hundreds of other network members, and we have a network member who might be receiving payments from and using some of our AR tools to receive payments from dozens of BILL AP customers. There is a, like a network effect component. The more that we attract new customers and they add their suppliers, that grows the network. As the network grows, it just creates more opportunities for us to facilitate different payment types, increase adoption of ad valorem payments, and ultimately, I think over the intermediate term, upgrade many of our network members to use more of our solutions on a subscription basis as opposed to just transaction, you know, monetization. It's an important advantage that we have that I think proves out, and we get a lot of feedback from both small businesses and partners that we work with, for example, financial institutions, about the value of the network and how that helps serve small businesses. You know, one of the questions I get frequently within your product portfolio is trying to talk about the changes, you know, since you all went public. You know, you talked about the automation platform that you have that really started off in AP, a little bit of AR, yet acquired Divvy and Invoice2go. Have those acquisitions played out as you envisioned and both in terms of net new, but also your cross-sell opportunities within your, you know, existing base? I think the questions come from the customers that those solutions targeted before were a little bit different than what the core Bill customer might have looked like, you know, pre-acquisition. Yeah. I think our deal thesis across the number of transactions, M&A transactions that we've executed is really playing out. We're, we're working to provide that central hub for small businesses to manage really all of their non-payroll B2B spend. In the case of spend and expense management, both pre-acquisition and today, it's a slightly larger customer base than BILL on average. There's strong interest in the market for this type of solution that marries access to a charge card with great tools to actually increase visibility, control, reporting, and whatnot around spend, similar to what BILL does on the AP side. We've seen not only interest from businesses, but from partners and financial institution partners that we're working with to bring that product to more of the market. On the Invoice2go side, which is the AR solution that we acquired, those businesses are actually much smaller on average than the core Bill customer base. It's important because we wanna be there for these micro-businesses as they grow, and maybe graduate, if you wanna think of it like that, to a more advanced solution across Bill and spend and expense. We also think there's a really interesting opportunity to bring some of the tools and capabilities that we have around AR for micro-businesses to our network to drive more engagement with different parts of our solution to create more value for network members, which then reinforces the opportunity to have that network effect and create more demand for our products from the network. I think the solutions and the platform that we have are evolving to serve a broad set of customers across really all sizes and industries, and that's one of the keys to unlocking the big market opportunity that we're going after. If you look at what you've done, I guess let's talk about where the company's going. You've added credit card spend, accounts receivable, FP&A planning. You know, those all seem logical extensions for a platform that a CFO, you know, or accounting manager would certainly use. One of the areas I think I've heard you talk about or discuss at least briefly is supplier financing, but what does that look like or maybe other opportunities look like for you at some point? Yeah, I mean, our strategy is simple around expanding the surface area of the platform to cover more and more of the processes, and therefore payment types and payment flows from small businesses. To give you some examples, on the AP automation side, most of what we do starts with an invoice, like an AP customer is receiving an invoice from a supplier. There are a lot of activities that happen for small businesses before you ever get an invoice. You have to identify which supplier to use, you have to negotiate a contract, sometimes there's a purchase order and things like that. We think there's a lot that we can do in the front end of AP around procurement and managing and creating automation around the process of doing business, not just the processes around an invoice transaction. Lots of opportunities there. Around, you mentioned, the FP&A and planning and Finmark, our acquisition. That's really a strategy about moving from operational automation to creating more insights and visibility around the spend and the expenses that a business has. Making more information available for better and faster decision-making so that SMBs can just run a better business. Taking all of the capabilities we have around process automation and transforming that into insights. As it relates to invoice financing specifically or more broadly, working capital solutions, we have a significant data asset by virtue of the millions of transactions that we process between buyers and suppliers, tens of billions of dollars of payment volume, and we think that's an important advantage in targeting and underwriting which customers and suppliers to offer working capital solutions to. Today, we're in the, I guess, beta phase of an invoice financing product, which enables a supplier to get paid before their buyer, their AP customer, actually pays them up to 60 days in advance. This is something that's an often, very frequently requested product small businesses wanna marry like cash flow solutions with the process automation solutions. We're. Mm. In the process of validating the demand and targeting repeat usage and things like that. So far we're seeing really good signals with the product, with this product in the market, even though it's super small. It's not moving the needle on our results at all yet. I think that would be, you know, many quarters down the road. Over time, I'd say there are other similar solutions that will make a lot of sense, things like more time to pay for buyers, possibly term loans for both sides of a transaction. Obviously that will intersect with third-party capital providers as well to the extent that these products start to scale for BILL. I know we touched on the international opportunity earlier, last question on product here. Is there anything else you need on the product side to help achieve some of the international goals? You know, I think basic language localization and applications is pretty, you know, easy to do, but I'm kind of probably more thinking about, you know, the banking industry is whether it's in Europe or Australia or maybe Asia Pac. There's certainly some differences there versus what's here in the United States. Would there be anything there that you'd have to consider during your, you know, international opportunities? Yeah. I think you're right. It's mainly around the regulatory and compliance and banking payment regulations. We have, obviously, over the years invested a lot in the U.S. to be a licensed money transmitter. We're a money services business. We've done the same in Canada and the U.K. I'd say there are other compliance and regulatory regimes across Europe and elsewhere that we would also need to, you know, either have licenses if we do it on an organic basis or partner with other companies or, you know, there's a potential that in some markets, the international expansion opportunity might also intersect with our M&A strategy as it relates to moving faster to address the needs of certain market opportunities. Invoice2go was kind of our first tangible step towards international expansion after launching our international payment products. That brought us operations in Australia and customers in, obviously, lots of countries, north of 100 countries. We're it's something where we have a like a demonstrated track record of building out the, you know, the compliance and regulatory capabilities to operate in different markets. It's something that I'd say we're in the early stages of evaluating now. All right. Let's move to go-to-market a little bit. Normally, I think there's 100 questions on your FI channel initiatives, and we'll certainly get to those. I wanted to start with your accounting channel efforts, as I feel it's an area that investors don't always give as much love to, you know, relative to the financial channels. First, how does BILL make accountants' jobs more efficient? What specifically in your platform has created differentiation versus any of the competitors that are out there that's actually helpful to accountants? Yeah. First, as context, accountants are a very important trusted partner of small businesses. It's not the type of relationship that changes every quarter or every year. They're typically very long-term relationships. BILL has partnerships with more than 6,000 accounting firms. We have an exclusive arrangement with CPA.com, which is a sort of a trusted advisor of accounting firms. What we do is help accountants, the accounting firms, better engage with their clients. Often we talk about the end small business customer benefits of our platform around automation and going digital and whatnot. Some of those benefits are also delivered to accountants. We make it simpler for them to connect with their clients and manage those client relationships, all of the communication, all the workflow, all the approvals. We enable accountants to serve many more clients with fewer people than they would without our platform. There's an ROI to accounting firms, just like there's an ROI to end small businesses. It's sometimes an overlooked part of our platform. We view our relationships with accountants, we treat them as customers as we're delivering a value proposition for them as well. That's part of why we have very long-term relationships and strong retention of our client, of our end SMB customers and our relationships with accountants. If we look at your core customers, you know, you've historically added 4,000 to maybe 5,000, you know, roughly on a quarterly basis before the macro started to exert a little bit of pressure there. Does this, you know, 3,000 range that you've kind of fallen into the last quarter or two, does that feel like the right range that we should all think about maybe over the next several quarters in terms of new customer acquisition? Do you see anything that might cause that number to either go up or down from, you know, where it settled into recently? Yeah. I think it's a good short term, you know, range if you will. It's interesting 'cause in the last quarter, the March quarter, we actually had our highest quarter ever of net adds, with obviously more of those coming from our financial institution channel and a little bit lower than historical averages on our direct and account channel, as you mentioned. Part of what is exciting about that from our perspective is that it kind of shows that our multi-channel distribution ecosystem is working, notwithstanding there's some changes in composition. So we're able to add thousands of customers a month and start to drive more awareness and more engagement, you know, with the platform. I think near term, that's probably a good range. Longer term, I don't think we really view any structural obstacles to being able to not only get back to where we were, which is more order of magnitude $5,000 a quarter, but potentially, you know, multiples of that as we start to see the market evolve, our product gets simpler to use, and we create more, you know, automation and things like that in the onboarding process as we reach more customers. You know, you just touched on, you know, the strong quarter you had in March with your financial institution customers. You know, those additions have certainly ramped well over the last year and a half as you brought on new partners like, you know, Bank of America. We know the dynamic that's going on here in June with that, with that number, with their, you know, them falling off on the legacy solution there. As you think about your FI channel, you know, kind of going forward, how should we all think about the opportunity to move some of these contracts maybe above their minimums, which maybe not all, but most have certainly kind of floated on over the last couple years? We feel really good about the progress we're making, working with our financial institution partners, rolling out the SMB, the smaller business, focus solution, which is newer. Most of our, if you think of it, legacy or historical, relationships with financial institutions have been focused on the, like, the commercial customer segment, larger businesses, which are very valuable, and it's a part of who Bill serves on a standalone basis also, but it's just much smaller in number. When you think about the small business segment, across many of the large banks in the U.S., we're talking millions and millions of businesses. We've created a very simplified experience for smaller businesses with an upgrade path to the full capabilities of Bill. We're in the early stages of starting to roll that out. We launched, I think, about 18 months ago, with the Bank of America small business. We don't have a specific timeline laid out for when we would achieve the level of penetration and adoption that would have us pass minimums, but we feel really good about, you know, the opportunity to continue scaling from here. We think that some of the success we're having with the larger banks, and as we continue to scale and drive adoption there, that obviously helps open up more of the, of the large bank market opportunity. We're not actively pursuing that at the moment, but we certainly think that's an opportunity as well. All right. We've got about five minutes left here. Let's take a couple financial questions. We have the company CFO, might as well tackle a couple on that vein. I wanna start with a question that has a little bit seemed comical to me, but I think actually requires a little bit of explanation, which I think is important in your model. The question I feel that a lot recently is actually why is BILL not profitable, you know, excluding the float revenues? You know, let's set aside the fact that you're still growing quite fast. I believe your growth rate had a six handle on it in the last quarter. Usually, SaaS companies aren't profitable when you're growing that fast. You're growing fast in a large market, you know, with generally high trends today, which means, you know, the company has to invest to capture the demand there. I mean, that's how the model works, you know, my SaaS models. I remember talking, both pre-IPO and during our analyst teach-in, you had really talked about BILL likely having a lower terminal marginal structure, which many investors I don't think are necessarily familiar with. Can you talk about some of the incremental costs or compliance related items that BILL requires that a typical SaaS company does not? Has that you changed at all as you've made acquisitions like Divvy and Invoice2go? Yeah, sure. It's a good question. I don't think that our commentary around the time of the IPO necessarily reflected on terminal margin structure, but we laid out an operating margin target that we described as long term, but still for a growth business, not a at maturity business. I'd say, we have many of the components that a typical SaaS business has in terms of margin structure and operating expenses and things like that. There's one additional element to our model that is both an expense and part of our competitive differentiation from the market, and that is all of the things that go into risk management and payments and regulatory compliance associated with the payments part of what we do. That impacts G&A expenses for us. It makes our G&A percentage of revenue a little bit higher than a SaaS-only business. That's something that we're very comfortable, that we over time, as we scale in the business, doesn't present an obstacle for us to achieve, you know, great profitability down the road. I think we've obviously produced significant non-GAAP profitability in the near term, including being positive the last couple of quarters, excluding the benefit of float and interest rates. We think that's a good indicator of the operating leverage that we should be in a position to generate as we continue to scale the business. That actually follows up to lead into my last question is, because I agree. You know, if you're growing at roughly 60% and can show some, you know, non-GAAP profitability ex float, I think that speaks volumes about the opportunity to model long term. I don't have very many real 60 companies like that's for sure. How do we think about growth versus profitability over maybe the next three to five or 10 years? I know you and René have had, I guess, made no bones about it. You wanna grow, you wanna invest, you wanna capture a market while it's ripe. Is that still the right way to think about it, or has something in the, you know, recent economic, you know, kind of swings maybe changed that view? I'd say the market opportunity is as big as ever for sure. As we add more products to our platform, we actually unlock more of the market. Our opportunity, our addressable opportunity, in fact, grows. Given where we are in the economic cycle and some of the changing behaviors on the part of small businesses, I think it places emphasis on taking a balanced approach between growth, profitability, margins, and how we're scaling the business. We have never been a growth at all costs company. By virtue of serving small businesses, we've focused from the beginning on really good unit economics, making sure that we are building an annuity as we acquire customers. We're growing our retention of customers. We're scaling revenue over time. We've done a really nice job, I think, of expanding gross margins. All of these things are a part of a recipe of us continuing to penetrate the market and grow the business, but in a balanced way. We do think there's probably a decade of growth, significant growth ahead for the markets that we're going after, and we're gonna continue to take a balanced approach to continuing to penetrate the market and also produce increasing operating leverage and profitability over time. Now, we publish a quarterly SaaS metrics industry note across 70 different companies. BILL's unit economics here, how we calculate CAC ratios, are the most efficient for anyone growing over 30% and certainly most efficient for anyone operating in kind of a smaller customer unit. I think that is historically held loud and clear. With that, we're up against the clock. John, I wanted to thank you so much for your time. I wish you and the company, obviously, a lot of luck here in the rest of the quarter, and we'll catch up, I guess, in August. Good luck with year-end. Sounds good. Thanks a lot, Scott. Thanks, John.