BILL Holdings, Inc.

Thank you for attending today's Bills Fiscal Second Quarter 2023 Earnings Conference Call. My name is Megan, and I'll be your moderator for today's call. All lines will be muted during the presentation portion of the call, with an opportunity for questions and answers at the end. If you would like to ask a question, please press star 1 on your telephone keypad. I would now like to pass the conference over to Karen Sansot, Vice President of Investor Relations at Bill.com.

Please go ahead. Thank you, operator. Welcome to Bill's fiscal second quarter 2023 earnings conference call. We issued our earnings press release a short time ago and furnished the related form 8K to the SEC. The press release can be found on the investor relations section of our website at investor.bill.com. With me on the call today is Renee LeCert, chairman, CEO, and founder of Bill, and John Reddick, executive vice president and CFO. Before we begin, Please remember that during the course of this call, we may make forward-looking statements about the operations and future results of BIL that involve many assumptions, risks, and uncertainties. If any of these risks or uncertainties develop, or if any of the assumptions prove incorrect, actual results could differ materially from those expressed or implied by our forward-looking statements. For discussion of the risk factors associated with our forward-looking statements, please refer to the text in the company's press release issued today and to our periodic reports filed with the SEC, including our most recent annual report on Form 10-K and quarterly report on Form 10-Q, filed with the SEC and available on the investor relations section of our website. We disclaim any obligation to update any forward-looking statements. On today's call, we will refer to both GAAP and non-GAAP financial measures, The non-revenue financial figures discussed today are non-GAAP unless stated that the measure is a GAAP number. Please refer to today's press release for the reconciliation of GAAP to non-GAAP financial performance and additional disclosures regarding these measures. Additionally, please note that the appendix for quarterly investor deck, which is posted on our investor relations website, contains a supplemental table of revenue and metrics information. At times during this call, We will discuss Bill's standalone results, which exclude our Divi Spend Management, Invoice2Go accounts receivable, and Finmark financial planning solutions. Now I'll turn the call over to Rene. Rene?

Thank you, Karen. Good afternoon, everyone. Thank you for joining us today. Bill delivered strong second quarter results and achieved another quarter of profitable growth as we executed on our strategy to be the essential financial operations platform for SMBs. Revenue in Q2 grew 66% year over year. We made exceptional progress growing non-GAAP net income, which was $49 million for the quarter. Our non-GAAP net income margin was 19% in Q2, and we also delivered another quarter of positive free cash flow. Our results demonstrate the commitment we have to execution rigor and investing for profitable growth. The power of our scale, technology, and business model enabled us to create significant float revenue tailwinds in this higher interest rate environment. We are leveraging our float revenue to invest in long-term strategic opportunities while also delivering non-GAAP profitability. Given the strength of our financial position, conviction in our growth prospects, and our proven ability to execute, today we announce board authorization for a $300 million share buyback program which we believe will further enhance shareholder value and minimize dilution without compromising our ability to invest in future growth. Before talking about our business, I'd like to comment on the health of SMBs. Businesses today are faced with a challenging economy that includes inflation and rising interest rates. Time and time again, SMBs proved to be resilient and agile, and we're seeing them adjust to the current conditions. With our solutions, SMBs are empowered to better manage their business and cash flow. we are energized by the opportunity to help our customers succeed. As we discussed on our Q4 and Q1 calls, macro conditions are impacting small businesses, and they are taking action to moderate expenses. As we anticipated, these trends continued in fiscal Q2, and we experienced lower growth in total payment volume compared to prior periods. Our proven business model and track record of execution position us well to navigate this economy. while pursuing our long-term aspirations to serve millions of businesses and capture billions of dollars in revenue. As champions of SMBs, we're proud that more than 400,000 SMBs use our solutions to better run their businesses. A great example of how we help companies streamline their financial operations is Ditch Switch Undercon, a commercial and industrial equipment distributor that first used Divi's spend management solution and then adopted Bill's accounts payable solution. Ditch Witch Undercon started as a family-owned company in 1972 and currently has six dealership locations throughout the Midwest and South. Ede Albasari, CFO, said, and I quote, Divi and Bill have been a game changer by giving us more visibility and control of our cash flow. The ease of use and automating our finances is really important in running our day-to-day operations. The combination of Bill and Divi has removed the hassle of of that paper-based process and given us time back to focus on growing our business and providing our customers the equipment and service they need to get the job done. End quote. Our large and growing partner and network ecosystem enables us to efficiently reach new businesses and gives us a competitive edge. We partner with SMB's most trusted advisors, including their accounting firms and financial institutions, with the shared goal to create more value for SMBs. Our diverse distribution channels are a key advantage and represent a competitive moat. Our proprietary network of 4.7 million members transact with billed customers. This network enables us to offer a strong value proposition to both parties in every transaction, while creating a network effect for new customer acquisition. Our network members benefit from fast, efficient electronic payments, the ability to choose their payment types, and easy access to data for streamlined reconciliation. We make it easy for businesses to connect pay and get paid. Behind the scenes of our network, our platform is a complex scale operation with sophisticated capabilities, including risk management, multiple payment rails, and a robust regulatory and compliance foundation. These capabilities enable us to innovate fast and to deliver efficient payment experiences at scale. We are now processing $250 billion in payment volume annually. The breadth of our platform positions us to be the financial nervous system for millions of SMBs. Another core foundation of our strategy is our go-to-market partnership with accounting firms. Our solutions enable more than 6,000 accounting firms to automate their bookkeeping operations, create insights for clients, grow their practices, and provide strategic advisory services. Accounting firms often drive technology adoption and usage as key collaborators and strategic advisors to SMBs. Recognizing this, we build tools that are embedded into the operational day-to-day activity of their firms. Because of Bill, accountants are able to engage more efficiently with their clients. Our solution enables them to better support their existing accounts, as well as take on additional clients. Bill is an integral part of their business. With the addition of Divi, we have strengthened our ability to serve accountants' needs. During the quarter, we streamlined the Divi sign-up and client onboarding process. Looking ahead, one of the earliest customer-facing aspects of our unified platform experience will be a more powerful tool for accountants to help them manage and support their clients. An example of the power that Bill and Divi bring to accountants is RKL, a top 100 firm in the U.S. Gretchen Nasso, president of RKL Virtual Management Solutions, said, and I quote, RKL Virtual is focused on optimizing and managing our clients' accounting and finance functions. Our best-in-class tech stack, featuring Bill and Divi, enables us to streamline clients' operations, deliver better insights, and help our clients grow. RKL Virtual's rapid growth over the past 18 months would not have been possible without Bill and Divi. We leverage Bill and Divi's functionality, ease of use, and end-to-end automation to triple our practice's transaction volume." Financial institutions represent another important component of our distribution strategy, and we partner with six of the top 10 banks in the US. On the last earnings call, we discussed being selected to provide an SMB-focused solution for a new bank partner. Today, I'm happy to share that we have recently launched with BMO, Our white-label solution will offer a variety of our payment solutions, including virtual cards, to BMO's customers, giving them a broad range of payment capabilities within one solution that automates bill pay and digitizes invoicing to help manage cash flow. Core to our success has been constantly driving innovation that creates more value for members of our ecosystem. With our diverse product portfolio and payment scale, we are able to quickly identify areas of opportunity and turn these learnings into new offerings. Increasingly, we are exercising our innovation muscle to provide more features and payment choices for the supplier side of our network. An example of this is our instant transfer product, which has seen strong demand and good repeat usage among smaller suppliers in our network. Instant transfer enables us to pay suppliers faster and helps shape our roadmap for future innovation. With these learnings, we are developing a working capital solution for existing known suppliers in our network, to help them improve their cash flow by getting paid much faster. With our large data asset of existing customer and supplier relationships and transaction history, as well as strong risk management capabilities, we are uniquely positioned to provide working capital solutions to existing customers and network members to enable payment advances. We believe there is significant demand for solutions like this in the marketplace today, and we are excited about the potential here. In closing, We delivered another strong quarter with high revenue growth and significant improvement in profitability while making progress toward our goal of being the essential financial operations platform for SMBs. We have built our business to create value for our customers while also driving gross margin expansion and profitability. Our powerful business model positions us well to navigate the macro environment while pursuing our long-term aspirations to serve millions of businesses and capture billions of dollars in revenue. I'd like to thank our customers and partners for the trust they placed in us. I'd also like to thank the Bill team for their commitment to serving SMBs, which enabled us to deliver strong financial results. I'll now turn the call over to John to talk in more detail about our quarter.

Thanks, Rene. Today I'll provide an overview of our fiscal second quarter 2023 financial results and discuss our outlook for the fiscal third quarter and full fiscal year 2023. As a reminder, today's discussion includes non-GAAP financial measures. Please refer to the tables in our earnings press release for a reconciliation from non-GAAP to the most directly comparable GAAP financial measure. We've also included a table of metrics in the supplemental materials on our investor relations website. Please also note that when I refer to Bill's standalone results, they exclude our Divi spend management, invoice to go accounts receivable, and FINMARC financial planning solutions. In Q2, we delivered strong financial results that exceeded our expectations. Total revenue grew 66% year-over-year, and non-GAAP gross margin was 86.7%, our highest margin on record. In addition, non-GAAP net income was $49 million, or 19% of revenue, and we generated $48 million in free cash flow. Our Q2 performance was driven by growth in core revenue, which was up 49% year-over-year, and significant sequential growth in float revenue, where we benefited from rising interest rates and active management focused on higher yielding investments. Our performance highlights the strength of our diversified business model and our commitment to deliver balanced growth and profitability. Our diverse distribution channels are our key competitive advantage, with no partner generating more than 3% of core revenue in the last 12 months. We're pleased with our Q2 performance, considering the macroeconomic backdrop. In Q2, we saw customer spend levels for bill and divvy deviate from typical seasonal patterns in this challenging environment. Spending trends weakened throughout Q2, and notably in December, when we typically see a seasonal spike in payment volume. The lower payment volume growth was visible across most spend categories. Given the mission-critical nature of our platform, however, customer engagement remained healthy in Q2. For example, on our bill standalone platform, excluding financial institution channel customers, The average number of transactions per customer was 77, consistent with the prior quarter. Now moving on to our metrics and results in Q2, I'll provide a few highlights since we included a metrics and revenue table in the appendix of our quarterly investor deck. We ended the second quarter with 435,800 businesses using our solutions. Bill's standalone customers grew to 182,700, up 35% year over year. Net new customer ads on our bill standalone platform were 10,700. This included 7,200 net ads from our financial institution channel and 3,500 net ads from the direct and accountant channels. We attribute the lower net ads compared to recent quarters to smaller sized businesses pushing out transformation decisions in this macro environment. Customer retention rates continue to be strong. For our Divi spend management solution, we ended the quarter with 24,700 spending businesses an increase of $1,900 from last quarter, and growth of 59% year-over-year. Moving on to payment volume, during the quarter we processed $67.3 billion in TPV. This included bill standalone total payment volume of $63.7 billion in Q2, reflecting 13% growth from Q2 of last year, and $3.3 billion in card payment volume from Divvy Spending Businesses, representing 76% year-over-year growth. Moving on to transaction volumes, we processed 20.8 million payments in Q2. This includes 11 million payments on the bill standalone platform and 9.4 million Divi card transactions. Total transaction revenue per transaction was $8.17, growth of 19% year over year. For card payments processed through our spend management solution, in Q2, we generated a gross take rate of approximately 262 basis points. Now I'll review our reported Q2 results. Total revenue was $260 million, an increase of 66% from a year ago. Core revenue, which includes subscription and transaction fees, was $231.1 million, representing growth of 49% year-over-year. Subscription revenue increased to $61.5 million, up 25% year-over-year, driven by our expanding customer base. Bill's standalone subscription revenue was $52.7 million, reflecting growth of 31% year-over-year. driven by our expanding customer base and a small effective price increase for customers in our direct channel. Transaction revenue increased to $169.6 million, up 59% year-over-year, as a result of increased card spend volume on Divi, TPP growth, and ad valorem payment adoption. Billed standalone transaction revenue totaled $80.4 million, reflecting growth of 42% year-over-year. And Divi transaction revenue totaled 86.6 million, reflecting growth of 78% year-over-year. Float revenue was 28.9 million, significantly exceeding our expectations due to the magnitude of recent Fed funds rate increases. Our yield was 341 basis points in the quarter, demonstrating that our scale, combined with our proprietary payment technology, is proving to be an important differentiator that enables us to create tailwinds during this period of higher interest rates. Turning to gross margin and our operating results for Q2, non-GAAP gross margin was 86.7%, up 140 basis points year over year, as a result of higher float revenue and increasing variable transaction fee revenue. Non-GAAP operating expenses were $194.6 million, an increase of 4% from Q1 due to proactive expense management, including moderating our pace of hiring and managing our variable spend. Reward costs, which are included in sales and marketing expenses, were 50% of DB revenue, consistent with prior quarters. Non-GAAP operating income was $30.8 million, an increase of $27.4 million year-over-year. Non-GAAP operating margin was 11.8%, an improvement of 9.7 percentage points from 2.2% in Q2 of last year. Non-GAAP other income, net of other expenses, was $18.8 million and benefited from higher yields on corporate cash balances. Our non-GAAP net income was 49.4 million, or 19% of revenue, resulting in non-GAAP net income per diluted share of 42 cents, based on 117.3 million diluted weighted average shares outstanding. Our non-GAAP net income was significantly better than our expectations due to our revenue outperformance combined with our disciplined approach to managing expenses as we grow. Moving on to the balance sheet, cash, cash equivalents, and short-term investments at the end of Q2 were $2.7 billion. Our capital position is an important advantage and provides flexibility for us to invest in scaling our business. Our number one priority for capital allocation continues to be investing in organic and inorganic growth opportunities that we believe will enhance long-term value creation. With our positive free cash flow results and the confidence we have in the durable strength of our business, We believe investing in a share buyback program to offset dilution is also a great use of capital. To this end, as Renee mentioned, our Board of Directors has authorized a $300 million share repurchase program. Before shifting to our financial outlook for the fiscal third quarter and full fiscal year 2023, I will provide insight about the impact we expect the macro environment to have on SMBs and our business. We anticipate the trends we've experienced in recent quarters will continue in the second half of fiscal 2023. This will impact our business, most notably on near-term payment volume growth. We estimate that bill standalone TPV growth in Q3 will be approximately flat on a year-over-year basis, reflecting both the continuation of macro trends and our expectations for typical seasonally softer payment volume in the March quarter compared to the December quarter. For Divi card spend, we anticipate growth of approximately 50% on a year-over-year basis in fiscal Q3. We are excited about our market opportunity, and ability to extend our leadership position through this economic cycle, but we also believe that near-term trends warrant a conservative financial outlook. As a result, we've adjusted our core revenue estimates to account for the risk that SMBs continue to adjust their spending levels. We will be disciplined in managing our operating expenses going forward and have proactively reduced plan hiring. We are also continuing to focus on investing in the highest impact initiatives for customers. Thus, we are taking a balanced approach to investing for growth over the longer term while addressing short-term challenges and delivering increased profitability. Now, turning to our outlook. For fiscal Q3, we expect our total revenue to be in the range of 245 to 248 million, which reflects 47 to 49% year-over-year growth. We expect float revenue to be approximately 27 million in Q3, which assumes our yield on FBO funds will be approximately 350 basis points. On the bottom line, for Q3, we expect to report non-GAAP net income in the range of $26.5 to $29.5 million, and non-GAAP net income per diluted share in the range of $0.22 to $0.25, based on a share count of 119 million diluted weighted average shares outstanding. For Q3, we expect other income net of other expenses, or OIE, to be $17.5 million. We expect stock-based compensation expenses of approximately $73 million in Q3. And we expect capital expenditures of approximately $9 to $10 million in Q3. Moving on to full-year guidance, for fiscal 2023, we expect total revenue to be in the range of $999 million to $1.007 billion. We expect float revenue to be approximately $100 million in fiscal 2023, which assumes a yield on FBO funds of approximately 320 basis points for the year. In summary, we've adjusted the composition of our core and float revenue estimates to reflect external economic conditions. We've also increased our outlook for total revenue at the low end of our range while holding the top end of our prior total revenue guidance. At the same time, we are significantly increasing our profitability through diligent expense management. We expect to report non-GAAP net income for fiscal year 2023 in the range of $117.5 to $125.5 million. We expect non-GAAP net income per diluted share to be $0.99 to $1.05, based on a share count of 119 million diluted weighted average shares outstanding. In addition, for fiscal 2023, we expect OIE to be $60 million net of other expenses. For fiscal 2023, we expect total stock-based compensation expense of $340 million and capital expenditures of approximately $35 million for the year. In closing, we are confident that we are well positioned to successfully navigate the prevailing uncertain economic environment. We are committed to driving innovation and value creation for our customers while delivering revenue growth, operating leverage, and non-gap profitability for our investors. Operator, we're now ready to take questions.

Thank you. If you would like to ask a question, please press star followed by one on your telephone keypad. If for any reason you would like to remove that question, please press star followed by two. We do ask that you please limit yourself to asking one question only. As a reminder, if you're using a speakerphone, please remember to pick up your handset before asking your question. We will pause here briefly as questions are registered. Our first question comes from the line of Brent Braceland with Piper Sandler. Your line is now open.

Good afternoon. I guess, Renee, for you, I guess first off, there are a few businesses out there growing 50% plus in a teeth of recession. So that certainly continues to press here with the diversity of the model. That said, I guess we were a little surprised on the pace of slowdown in TPV growth, particularly relative to DV card growth that was still really healthy. So maybe just compare, contrast. What are you seeing on the core growth TPV growth side, that's slowing. Some of the SMBs are having challenges there, but it looks like they're not having as much challenges on the Divi card side. Just compare and contrast those two markets and what you saw in the quarter and linearity would be super helpful. Thanks.

Great. Thank you, Brent. I'll start and then let John add his perspectives. First and foremost, we are pursuing a massive opportunity in front of us. We see the opportunity for growth to be decades over the next decade, and this is a point in time where the macro environment is putting SMBs on the mode of standby. So the standby mode for them means that they are kind of distracted by other things in their business, and that has led to them managing their spend more aggressively, and that impacts the TPV growth that we've seen. Like I said, there's a point in time we are growing. For the year, we will grow over 50% as a company, and we are doing all of that at the same time while balancing our profitability goals and doubling the profitability on a non-gap net income basis for the year. So, John, any other comments you'd like to add?

I'll just add that it's been a bit of an evolution in the spending patterns that we've seen from small businesses starting with some of the larger businesses mid last year to other segments focused on discretionary spending being lighter. And now we've seen some trends that suggest businesses of all sizes are taking a hard look at most all of their spending. As it relates to Bill versus Divi, the Bill core customer base is slightly smaller in size and perhaps more sensitive to the economic conditions that are prevailing right now. The Divi customer base is slightly larger and it's a newer customer base where the growth profile is obviously earlier, at an earlier stage than Bill and obviously much stronger growth. So we feel good about the visibility that we have and how we're helping. SMBs to this environment. And in the near term, though, we have made some adjustments in the way we're operating to account for some of the uncertainties that SMBs are facing today.

Helpful color. Thank you. Thank you.

Thank you. Our next question comes from the line of Josh Beck with Key Corp. Your line is now open.

Thank you for taking the question. Yeah, I wanted to go to the core net ads. You know, that number I think this quarter did tick below 5,000 if you exclude the FI channel. So maybe just talk to, you know, the go-to-market motion, maybe where you're having success and, you know, maybe where things did slow. Just would be curious on the trend there.

Thank you, Josh. We definitely... Like I just pointed out, the opportunity in front of us is very large and what we are seeing from a macro perspective is that as businesses, especially small businesses, are being distracted by this wait and see economy or if you want to say the standby and wait mode that is impacting their ability to kind of move quickly on improving their operational efficiency. What we see across the business is that we continue to drive through our ecosystem great customer adoption, great value to our customers, and like I said, this is really a point in time. This is not something that we see as long-term. We see a decade of growth ahead of us.

Thanks, Rene. Thanks, Josh.

Thank you. Our next question comes from the line of Matt with BTIG. Your line is now open.

Yeah, good afternoon. Thanks for taking the question. I guess just looking at the guidance for the next couple quarters, I'm curious how much of that is built upon sort of trends that you're already seeing both through December and to the end of January here? versus adding an extra level of conservatism given the directionality of seeing things weaken and expecting more of that to come. And sort of wrapped within that, curious, how much are you expecting both a decline in transaction counts along with the lower TBV that you've already, or I guess the average transaction size that you already are seeing to sort of get to those numbers on the outlook? Thank you.

Yeah, thanks for the question, Matt. We've tried to take into consideration both the trends we're seeing, the seasonal effect of the March quarter in particular, which I think, as everyone knows, is a softer TPV suspend environment than the December quarter. So we kind of have both macroeconomic factors and seasonality that are playing into our estimates for the second half of the year. And we've taken all these things into consideration as it relates to the payment volume estimates that we put out there. And I'd say transaction counts are important as a measure of how customers are using our platform and engaging. and creating value from a monetization and revenue standpoint, we're obviously more tethered to the actual payment volume and subscription fees. And so we've taken all this into consideration and assumed that the trends we've experienced so far are continuing, and that is reflected in the lower payment volume growth for both Bill and Divvy that we've estimated for the second half of the year. All right, great.

Thank you.

Thank you. Our next question comes from the line of Darren Peller with Wolf Research. Your line is now open.

Hey, guys. You know, I guess I just want to understand a little bit more first about the mix of the customer distribution you have coming in. Just given that pie is obviously now taking over half, it looks like, of the non-DIBI customer ads. You know, maybe just discuss with us a little bit your strategy, your go-to-market strategy. If you're doing everything you think you could be doing to emphasize the go-to-market on the direct side, just given how much more revenue and profitable it is than the FI is for you guys, at least for now. And then on that note, the core expenses, including stock comp, still went up pretty notably. And I know you're saying you're trying to manage for profitability and interest income helps, but I think investors kind of want to see the core business profitable, not just interest income. And so maybe just a little more color on what you guys are doing, how you think about that, and in the backdrop of this environment, if you plan on managing that expense base a little more aggressively.

Thank you, Darren. From a customer acquisition perspective, one of the beauties of our model is that we do have a diverse ecosystem to attract and reach small businesses. And so whether that's through our director or accountant or the FI channel, we have lots of opportunities to do that. And And you are correct that the direct side does monetize more effectively for us. The ways that we do that obviously are continuing to evolve and get stronger. And what we saw in this quarter really was more of a, you know, what I would say just a macro environment, not anything, you know, again, on the long term. So as we look forward, you know, we expect this is kind of the impact we'll see over the next few quarters. And I'll let John maybe talk a little bit more about that and really to the core profitability question.

Yeah, thanks, Darren. I think we're in a really unique position to balance growth and profitability given our business model. And if you look at our earnings, our profitability capabilities, excluding the impact of interest rates, we're actually non-GAAP operating income without float profitable in the second quarter. And we've increased our our estimates by north of 10% for the full year. So what we're focused on is driving near-term profitability while also investing in longer-term growth initiatives because this is a big market opportunity we're going after, and I think we're striking the right balance between growth and profitability in the near term. We'll obviously continue to adjust our operating plans, our expenses as needed given the market conditions, but we think that our estimates for the second half of the year are a good balance between those objectives.

Thank you.

Thank you, Darren.

The next question comes from the line of Andrew Schmidt with Citigroup. Your line is now open.

Hey, Renee. Hey, John. Thanks for having me on the call here. I wanted to dig into gross margin for a second. Even if we just pull out the float revenue, it's still very, very healthy. Maybe if we could just dimensionalize the drivers there, whether it's mixed or other factors, and then you know, understanding that there, you know, will be some fluctuation in TPV in the back half, you know, whether we're at a sustainably higher level from a gross margin level perspective. And, Nicola, that would be helpful. Thanks a lot, guys.

Sure. Thanks for the question, Andrew. Yeah, we, I think, achieved our highest ever non-GAAP gross margin in the second quarter. And that's a function of both our payment payment type mix where we're seeing increases in ad valorem payments at high margins, our optimization efforts around transaction costs. So with our scale increasing our ability to lower transaction costs as we're processing payments on behalf of SMBs and obviously you mentioned float revenue which is a contributor as well. We're operating from a non-GAAP gross margin perspective, well above the ranges that we established earlier in the year. We expect to continue to be above the ranges in FY23, just given the current composition that we have and our ability to continue to deliver cost optimization to drive strong gross margins. So we feel really good about the margin potential of the business from here.

Perfect. Thank you very much, John. Thanks, Andrew.

Thank you. Our next question comes from the line of Keith Wise with Morgan Stanley. Your line is now open.

Hey, John. Thanks for taking our questions. First off, you know, standalone bill take rate expanded less than what we've seen historically. Can you help us understand some of the factors around that? Is that macro potentially impacting customer behavior around payment modality? And was there change in pace around payment modality adoption in the quarter?

Yeah, thanks, Jonathan. I'll take that question. I think we talked about a few times before that we've been really successful at driving expanded monetization over the last couple of years, but it's not perfectly linear quarter to quarter. Our primary goal is finding the right payment method between buyer and supplier in order to drive the transition to electronic payments and repeat transactions. And I think we've been very successful at doing that. In any given quarter, there's a lot of moving parts. In the December quarter, we continued to drive adoption of ad valorem payments, but there were some other factors that influenced our our monetization expansion. Examples would be we had a slight headwind associated with foreign currency given the U.S. dollar weakening. That was roughly 0.1 to 0.2 basis points in the quarter, so slightly lower monetization expansion because of that. We also saw a much higher percentage of ACH payments versus check payments, which is a good testament to our ability to drive electronic payments. And we're now roughly 85% electronic overall for the business. So near term, our expectation is for monetization expansion probably to be similar to what we saw in the second quarter, which is slightly below historical averages. But looking at the longer term opportunity, we're still very confident that we can continue to significantly expand monetization, especially given our large network and our expanding supplier network enablement capabilities over time.

Hey, thanks for that caller. Follow-up here, how should we think about sales and marketing leverage at Divi? I mean, given some of your private competitors and the state of the funding environment, have you seen the intensity in sales and marketing spend there soften a bit?

Well, as you know, the spend management market, which frankly Divi helped create and has been a leader in the space for a long time, it's still very early in its evolution. We've been working in the AP automation space for a long time, and the spend management is even earlier. So there's still the need to drive awareness, to connect with prospective customers, to change behaviors around a completely new way of doing business. We're continuing to invest in growing that segment of the business and tapping into that market opportunity. I'd say we're less influenced by day-to-day competitive pressures just given the sheer size of the market and the very small number of businesses in total that have adopted the type of solution that Divi offers. Obviously, as we scale as a company, we're approaching a billion dollars in revenue. We do expect to create operating leverage across the entire business, sales and marketing included. Very helpful. Thanks, guys. Yep.

Thank you. As a reminder, please limit yourself to asking one question only. Our next question comes from the line of Kenneth Suchowski with Autonomous. Your line is now open.

Hey, good afternoon, Renee and John. Thanks for taking the question here. It seems like you're factoring in a recession in your TPV growth outlook. So can you just talk about the different levers you can pull, whether it's on the transaction side, the subscription side, or maybe even the Divi side that might support revenue growth as volumes seem to be coming under pressure from the macro environment. And I'm just curious to get your appetite to pull some of those levers over the coming quarters. And then I don't think I heard the FITPV contribution in the quarter and the TPV per customer growth XCFI channel. So any color there would be great. Thanks so much.

Thank you, Ken. Yeah, I think first off, what we've seen with businesses already is that this standby mode is impacting how they think about things. So in some ways, I would say that businesses are probably in front of the broader economy. I think the consumer spend is 70% and businesses is 30%. So we may be seeing it first there. And the leverage that we have really do continue to drive the innovation that we've been doing across all of our payment products. Obviously, we've launched a number of payment products. We've referenced the instant transfer capability and how that's informing our ability to do working capital and invoice acceleration for known suppliers and network. Some of the levers we have are going to be to continue to work on the transaction monetization across the business. and continue to work on the diverse ecosystem that we have to drive customer adoption and make sure that customers know we're there for them when they're ready to make these decisions. And we see the diverse ecosystem making a difference in all the different areas that we've done over the last few quarters, and we expect that to continue in the near term as well.

And Ken, let me just add a couple of points that you asked about. Our TPV for financial institution customers in the quarter is about $6.2 billion. And as we look at the bill standalone business excluding the FI customers, our TPP per customer is about $441K in the quarter, which is pretty consistent, I think, flat on a quarter-over-quarter basis. Great. Thank you so much.

Thanks, Ken. Thank you.

Thank you. Our next question comes from the line of William Nance with Goldman Sachs. Your line is now open.

Hey guys, appreciate you taking the question and also just want to say appreciate all the enhanced disclosure in the back of the presentation, super helpful. I wanted to go ahead and ask a follow-up on, you know, kind of the customer mix question I think that Darren was asking about earlier. You know, the FI channel is obviously now contributing a significant part of your net ads or over half of your net ads on a quarterly basis. I think, you know, you guys have been very clear that in the near term this isn't going to have a significant impact on the incremental revenue. But I'm wondering if you could kind of look out however long you feel, you know, is appropriate and give people a sense for what this channel can sort of do for you over the long term once you kind of get fully ramped up and get through some of these RPOs that you're under right now. How do you kind of paint a picture for investors of the FI channel, you know, contributing significantly more revenue per customer than where it is today? Thank you.

Thank you, William. A few points, and then, John, if you have anything to do with that. So the first thing I would say is we have worked very hard to make sure that the payment products and offerings we are building and innovating on are available to our partners. And so I think in the prior quarters we announced one of our larger partners is signing up to have the spend management solution that we have with Vivi. We announced today that BMO is going to be enabling virtual cards from the get-go. We continue to work on that capability to kind of drive the monetization for the FI channel. But one other note that I would just add is that every customer that joins Bill.com and uses the Bill solution is able to really add their network members and suppliers into the ecosystem. And so the FI channel does also provide that capability for us. So these new ads allow us to grow and scale the network and will allow us to increase the monetization over time as we enable more capabilities across that channel. John?

Yeah, I would just reiterate that we're starting to have more opportunities and create proof points around some of our ad valorem products being integrated into our white label solutions with various financial institution partners. That, I think, will take time to evolve. It's not going to be an instantaneous step up in monetization, but I think we've proven through our direct business the ability to create value for buyers and suppliers that will play out in the financial institution channel as well. Four to five percent of revenue is what the financial institution contributes today and we're expecting over the longer term that to be a much higher percentage of our overall business. That's why we keep investing in the channel and we understand that it's a long-term investment. We have seen a significant increase in the number of financial institution customers as a percentage of the total net new customers that we're seeing. We saw slight declines in both segments, Bill Direct and the FI Challenge in the last quarter, and we think that's a little bit of a function of, as Renee mentioned, businesses just going on pause a little bit, being on standby, being a little bit slower to to make some of the decisions around transforming their operations. So we're kind of expecting that to continue in the near term. Over the next couple of quarters, we're thinking that our net new ads will be similar to what we experienced in the December quarter. Got it. I appreciate you taking my question.

Thank you. Thank you.

Thank you. Our next question comes from the line of Scott Berg with Needham & Company. Your line is now open.

Hey guys, Josh on for Scott. Thanks for taking my question. Can we get some more color on trends you were seeing here in the month of January relative to the December quarter and how this recent activity influenced the updated guidance for the year? Thank you.

Thanks, Josh. So we, as I mentioned earlier, I think took took all. data points into consideration as we update our estimates for the second half of the year. Most notably, those include the lower TPV growth across Bill and Divi as well as slightly lower monetization expansion. We think that that fully reflects the softer environment that we're facing with SMBs adjusting their spend and reacting to the macro environment. There's nothing incremental or new to report on the month of January other than it's all a part of what we considered in updating our numbers, we think, to appropriately adjust for some of the macro conditions.

Thank you.

Our next question comes from the line of Tianxin Huang. with JP Morgan Chase. Your line is now open.

Thank you so much. Just a clarification on a question if you don't mind. Does the slower spend outlook change in any way your risk appetite for growing, Divi? Not sure if you commented on that. And just on the share repurchase, on the execution of that, is that opportunistic or systematic? What are you putting in place against that? Just want to make sure I caught that. Thank you.

Yeah, thanks for the question. First on Divi, obviously we've been very proactive at managing the growth of Divi and improving over time our capabilities around risk management and the card program there, which obviously has a very short repayment cycle. It's a charge card, not a revolving credit card with an average payment cycle around 10 days. So we're We're very proactive in managing that. And part of what we're doing is improving the overall sort of health or financial stability of the customer base associated with that charge card. And we feel good about the progress that we're making there. And we obviously do take the macro conditions into account as we're making some of those decisions. On the share repurchase that was authorized, this is an opportunistic program. It's not an accelerated purchase or programmatic effort at the moment.

Great. Thank you for clarifying. Thank you.

Thank you. Our next question comes from the line of Samad Samana with Jefferies. Your line is now open.

Hey, great. Thanks. Hi, Renee and John. Maybe just, I know that the question around guidance has been asked. John, I wanted to maybe drill in a little bit more specifically. If I think about the F3Q guidance for TPV being flat year over year for Bill, I think that would imply that the same store sales equivalent or existing customer TPV would be down maybe year over year, and assuming that new customers are still adding TPV. So I'm just curious if you could maybe break it apart that way, and then just also whatever your retention expectations are for subscription in the forward guidance would be helpful.

Yeah, thanks, Samad. Yeah, we've estimated flat on a year-over-year basis. And the changes in absolute TPV, there's less growth coming from the existing installed base. The new customers acquired in the last, call it year or so, are obviously still getting up to speed on the platform. And so there's some embedded growth there. And obviously, if you look at the year-over-year numbers and translate those into the transition from the December to March quarter, it's actually a decline on a quarter-to-quarter basis. That also factors in the seasonality associated with March. So it's not just the the macro conditions there. I don't think we talked about a specific retention number associated with subscription revenues, but it is an important part of our monetization and our pricing and packaging, and so we aren't expecting any significant changes there. I think as we mentioned on the earlier comments, engagement and retention of customers continues to be very strong, consistent with recent history. Great. Thank you, John. Thanks, Samad.

Thank you. Our next question comes from the line of Brian King with Deutsche Bank. Your line is now open.

Hi. Good afternoon, guys. John, my question was around kind of the guide as well. You know, we've all gotten accustomed to Bill raising guidance, especially, you know, some of us are taken by surprise whenever there's any adjustments in the core growth. So just trying to figure out what surprised you that you've had to adjust the core revenue down. Was it just the – is it just TPV impact, the fact that SMBs have kind of frozen, or is there other things in – Is it the sales channel or pricing or adding add-ons, anything like that that's also kind of impacted the guide, kind of surprised you from what you originally thought? Thanks.

Thanks, Brian. I'd say no surprises. We, for I think a few quarters now, talked about the beginnings of shifting patterns from SMBs and and their spend behavior, starting with mid-market customers, then extending to all sizes. And now we're seeing some changes in spend, not just in discretionary items, but kind of across the board. It's not true across all categories, but we're seeing businesses adjust. And so we've taken that into consideration. We've also assumed slightly lower monetization expansion. in the second half of the year. We think that is temporary as is the spend patterns from SMBs. We are at a point in time now where economic conditions need to be taken into consideration for all businesses, but we'll obviously grow through this particular cycle as well. So we've tried to account for really the trends that have continued throughout this fiscal year versus something new that's happened say recently.

Thank you. Thanks, Brian.

Thank you. Our next question comes from the line of James Friedman with SIG. Your line is now open.

John, Renee, I was encouraged to hear your comments about pricing on the subscription side. I was hoping you could unpack that a little. Is that only direct? Is there an opportunity to take price? or set price, rather, on the FI channel as well. Any commentary on the pricing would be helpful. Thank you.

Yeah, we're in fiscal 23. We've announced a price increase that impacts our bill direct and accountant clients, basically. So it's not in the financial institution channel. And it's a phased approach. It's been some time since we've done a price increase, I think more than two years. And it will be later in the fiscal year, Q4 or so, before the effect of the price increases across all of our direct and account and channel customers. So we think we still are positioned really well from a value proposition standpoint. And what we can you know, help small businesses accomplish relative to our low price points considering some of the other software that they invest in. So notwithstanding the price increase, we still feel really good about the, you know, the value proposition that we're delivering for small businesses.

Thank you. Thank you.

Thank you. Our next question comes from the line of Brad Sills with Bank of America. Your line is now open.

Oh, great. Thanks, guys. I wanted to ask a question on the core transaction business. John, you mentioned an FX impact in there, but I think even X that, a little bit lighter monetization. So could you comment on whether or not you saw any impact from the macro on the uptake of cross-border virtual card, the ad valorem services? And do you think exiting the macro, we might get back to the same level you had been seeing in that kind of update quarter to quarter in the core transaction business take rate.

Yeah, thanks for the question, Brad. I'd say we haven't seen any direct impact on monetization expansion from macro. Certainly, indirectly, there could be some influence, but as I mentioned before, it is normally not linear, our expansion. We're working hard to optimize payments for repeat transactions more than monetization expansion. And I think the conditions that we're operating in now, really that SMBs are operating in, is at some point going to be temporary. And I think beyond this particular uncertain period, we're very confident in our ability to continue to expand monetization at historical rates or better. But in the short term, we've tempered those expectations given the conditions that we see in the market. Thanks, John. Thank you.

Thank you. Our next question comes from the line of Andrew Bach with SMBC. Your line is now open.

Hey, thanks for taking my question. Just trying to understand, really, the slowdown that you guys are calling out in the guide here. It seems to me that just the magnitude of slowdown that you guys are going for in the back half of the guide, it doesn't necessarily square with a lot of the other data points we're seeing in the market, be it Facebook calling out a bottoming in ad spend or American Express calling out relatively stable business trends. I'm just trying to get a sense if there's something beyond the macro that we're missing here that may be unique to Bill that you guys are facing. Are there any impacts you're seeing from into its announcement to double down on B2B? Or maybe they're just something else that we're not hitting on here.

Thank you, Andrew. Generally, what we would say, it is the macro environment where businesses are pausing. They're in standby mode. And I think, I mean, just if you look at the macro trends that are in the media, the amount of companies that are announcing layoffs and impact on their employee base, I mean, it's clear that businesses are thinking about how they spend and they're being very thoughtful about if not scrutinizing their spend directly. So ultimately, that is what we see across the competitive environment. We've defined and created this category. We continue to define and create the category. And we have not seen any impact from a competitive perspective from anybody on what we're able to do and drive in the market.

Got it. Thank you.

Thank you.

Thank you. Our next question is from the line of Matt Stotler with William Blair. Your line is now open.

Hey there. Thank you for taking the question. I think I'd like to get some more color on the working capital management offering that you mentioned there. Obviously, it's something you guys have talked about for, I think, since the IPO. It sounds like it's coming to fruition. So maybe just, you know, Thoughts on what the revenue model would be there, whether or not you would keep those loans in your balance sheet, and then anything you can provide around timing would be helpful.

Sure. Thank you, Matt. Ultimately, one of the things that we pride ourselves on is that we drive the electronification of B2B payments. We make it so that businesses can pay and get paid and now choose the timing of how they get paid. That's something that we've worked hard at. something that we have north of 80% of all payments across bill are electronic. And one of the impacts of having a broad payment platform that we do is that we get to learn from each of the payment offerings that we develop. And so when we launched instant transfer in the last year, we had a chance to see that there was repeat demand from suppliers that were known in our network that they wanted to be paid faster than what was able to happen through either the check or the ACH mechanism that they were getting paid. And so that led us to engaging and understanding from suppliers that were known to us what would be helpful. And so if there's an opportunity for us to accelerate the invoice that they have with a billed customer and we can actually drive the capability to make that happen, what are they going to be willing to pay? And the reality is they are willing to pay for that. It will be an impact on the ability for us to monetize. And what we're excited about is that we are now in a position to start learning exactly, you know, how to roll that out, you know, broadly across the 4.7 million members in our network.

Got it. Thank you. Thank you, Matt.

Thank you. Our last question comes from the last, from the line of Sanjay Sakrani with KBW. Your line is now open.

Thank you. Maybe just a big picture question to summarize some of the questions that were asked before. I know it's a fluid macro backdrop, but could you maybe just give us a sense of how predictable you think the model is for a given macro backdrop, given that it's a fairly, you know, it's not a, you know, it's a newer model. I'm just trying to think about, you know, the consensus forecast calling for more macro weakness and maybe how we should gauge how those macro factors affect the assumptions you've made.

Thank you, Sanjay. We have a lot of data that we're able to use and look at and see the trends across all of our customers, different size customers, different segments of customers. And that is what informs the modeling that we do and the guidance that we provide. So we feel like we have the insights to be able to really understand what is happening with businesses at the time. And that's how we create and form the guidance that we provide today.

Thank you.

Okay.

Thank you. Appreciate that. I'd just like to say thank you, everyone, for joining the call today. We look forward to communicating our progress as we pursue the tremendous opportunity in front of us. And, again, thanks for joining the call.

That concludes Bill's fiscal second quarter 2023 earnings conference call. Thank you for your participation. Have a wonderful rest of your day.