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0001786352FALSE00017863522023-01-312023-01-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________
FORM 8-K
____________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 31, 2023
____________________________________
Bill.com Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
____________________________________
Delaware 001-39149 83-2661725
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) (IRS Employer
Identification No.)
6220 America Center Drive, Suite 100
San Jose, California
95002
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (650) 621-7700
(Former Name or Former Address, if Changed Since Last Report)
____________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.00001 par value BILL The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02 Results of Operations and Financial Condition.
On February 2, 2023, Bill.com Holdings, Inc. (the “Company”) issued a press release and will hold a conference call regarding its financial results for the second fiscal quarter ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this report.
The Company makes reference to certain non-GAAP financial information in both the press release and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the press release attached as Exhibit 99.1 hereto.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 31, 2023, Rory O’Driscoll notified the Board of Directors (the “Board”) of the Company of his intent to resign from the Board effective January 31, 2023. Mr. O’Driscoll’s resignation was not a result of any disagreement with the Company over any of its operations, policies or practices.

Item 7.01 Regulation FD Disclosure.

On February 2, 2023, the Company announced that its Board of Directors authorized the repurchase of up to $300 million of the Company’s outstanding shares of common stock (the “Share Repurchase Program”). The Company may repurchase shares of common stock from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with applicable securities laws and other restrictions. The timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The Share Repurchase Program will have a term of 12 months, may be suspended or discontinued at any time, and does not obligate the Company to acquire any amount of common stock.

A copy of the press release announcing the Share Repurchase Program is attached as Exhibit 99.2 to this current report on Form 8-K and is incorporated by reference herein.
The information furnished with Items 2.02 and 7.01 of this Form 8-K including the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
Exhibit
Number
Description
99.1
99.2
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BILL.COM HOLDINGS, INC.
Date: February 2, 2023 By: /s/ John Rettig
John Rettig
Chief Financial Officer and
Executive Vice President, Finance and Operations

EX-99.1 2 bill-20221231xexx991.htm EX-99.1 Document

Exhibit 99.1

bill.jpg

BILL Reports Second Quarter Fiscal Year 2023 Financial Results

•Q2 Core Revenue Increased 49% Year-Over-Year
•Q2 Total Revenue Increased 66% Year-Over-Year

SAN JOSE, Calif.--(BUSINESS WIRE) – Feb 2, 2023 – BILL (NYSE: BILL), a leader in financial automation software for small and midsize businesses (SMBs), today announced financial results for the second fiscal quarter ended December 31, 2022.

“We delivered strong second quarter results and achieved another quarter of non-GAAP profitable growth as we executed on our strategy to be the essential financial operations platform for SMBs,” said René Lacerte, BILL CEO and Founder. “As champions of SMBs, we are proud that our solutions empowered more than 400,000 businesses to automate their financial operations, gain more visibility and control of their spend, and focus more of their time on running their businesses.”

“In Q2, we delivered revenue growth of 66% year-over-year and record non-GAAP gross margin, non-GAAP net income, and free cash flow,” said John Rettig, BILL CFO. “Our performance demonstrates the durability of our business model regardless of the macro environment and our diligent execution to deliver balanced growth, profitability and cash flow.”

Financial Highlights for the Second Quarter of Fiscal 2023:

The financial measures listed below identified as BILL standalone exclude the results of Divvy and Invoice2go.

•Total revenue was $260.0 million, an increase of 66% year-over-year.
•Core revenue, which consists of subscription and transaction fees, was $231.1 million, an increase of 49% year-over-year.
◦Subscription fees were $61.5 million, up 25% year-over-year. This includes $52.7 million of subscription fees from the BILL standalone platform, which increased 31% year-over-year.
◦Transaction fees were $169.6 million, up 59% year-over-year. This includes $80.4 million of transaction fees from the BILL standalone platform, which increased 42% year-over-year, and $86.6 million of transaction fees from our Divvy spend management solution, which increased 78% year-over-year.
•Float revenue, which consists of interest on funds held for customers, was $28.9 million.
•Gross profit was $212.5 million, representing an 81.7% gross margin, compared to $122.1 million, or a 78.0% gross margin, in the second quarter of fiscal 2022. Non-GAAP gross profit was $225.4 million, representing an 86.7% non-GAAP gross margin, compared to $133.5 million, or a 85.3% non-GAAP gross margin, in the second quarter of fiscal 2022.
•Loss from operations was $112.5 million, compared to a loss from operations of $76.1 million in the second quarter of fiscal 2022. Non-GAAP income from operations was $30.8 million, compared to a non-GAAP income from operations of $3.4 million in the second quarter of fiscal 2022.
•Net loss was $95.1 million, or ($0.90) per share, basic and diluted, compared to net loss of $80.4 million, or ($0.78) per share, basic and diluted, in the second quarter of fiscal 2022. Non-GAAP net income was $49.4 million, or $0.42 per diluted share, compared to non-GAAP net loss of $0.2 million, or ($0.00) per share, basic and diluted, in the second quarter of fiscal 2022.

Business Highlights and Recent Developments

The metrics listed below identified as BILL standalone exclude the results of Divvy and Invoice2go.

•Completed the acquisition of Finmark, a financial planning and cash flow insights software company.
•Served 435,800 businesses using our solutions as of the end of the second quarter. This includes 182,700 BILL standalone customers, 24,700 spending businesses that used Divvy, and 228,500 subscribers that used Invoice2go.
•Processed $67.3 billion in total payment volume in the second quarter, an increase of 15% year-over-year. This includes $63.7 billion of total payment volume on our BILL standalone platform, an increase of 13% year-over-year, and $3.3 billion in total card payment volume for Divvy, an increase of 76% year-over-year.



•Processed 20.8 million transactions during the second quarter, an increase of 34% year-over-year. This includes 11.0 million transactions on our BILL standalone platform, representing an increase of 12% year-over-year, and 9.4 million Divvy card transactions, an increase of 77% year-over-year.
•Announced that its Board of Directors approved a share repurchase program with authorization to purchase up to $300 million of BILL’s common stock.

Financial Outlook

We are providing the following guidance for the fiscal third quarter ending March 31, 2023 and the full fiscal year ending June 30, 2023.

Q3 FY23
Guidance
FY23
Guidance
Total revenue (millions) $245 – $248 $999 – $1,007
Year-over-year total revenue growth 47% – 49% 56% – 57%
Non-GAAP net income (millions) $26.5 – $29.5 $117.5 – $125.5
Non-GAAP net income per share $0.22 – $0.25 $0.99 – $1.05

These statements are forward-looking and actual results may differ materially. Refer to the Forward-Looking Statements safe harbor below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.

BILL has not provided a reconciliation of non-GAAP net income or non-GAAP net income per share guidance measures to the most directly comparable GAAP measures because certain items excluded from GAAP cannot be reasonably calculated or predicted at this time. Accordingly, a reconciliation is not available without unreasonable effort.

Conference Call and Webcast Information

In conjunction with this announcement, BILL will host a conference call for investors at 1:30 p.m. PT (4:30 p.m. ET) today to discuss fiscal second quarter 2023 results and our outlook for the fiscal third quarter ending March 31, 2023 and the fiscal year ending June 30, 2023. The live webcast and a replay of the webcast will be available at the Investor Relations section of BILL’s website: https://investor.bill.com/events-and-presentations/default.aspx.

About BILL

BILL (NYSE: BILL) is a leader in financial automation software for small and midsize businesses (SMBs). As a champion of SMBs, we are dedicated to automating the future of finance so businesses can thrive. Hundreds of thousands of businesses trust BILL solutions to manage financial workflows, including payables, receivables, and spend and expense management. With BILL, businesses are connected to a network of millions of members, so they can pay or get paid faster. Through our automated solutions, we help SMBs simplify and control their finances, so they can confidently manage their businesses, and succeed on their terms. BILL is a trusted partner of leading U.S. financial institutions, accounting firms, and accounting software providers. BILL is headquartered in San Jose, California. For more information, visit bill.com.

Note on Forward-Looking Statements

This press release and the accompanying conference call contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements other than statements of historical facts, and statements in the future tense. Forward-looking statements are based on our expectations as of the date of this press release and are subject to a number of risks, uncertainties and assumptions, many of which involve factors or circumstances that are beyond our control. These statements include, but are not limited to, statements regarding our expectations of future performance, including guidance for our total revenue, non-GAAP net income, and non-GAAP net income per share for the fiscal third quarter ending March 31, 2023 and full fiscal year ending June 30, 2023, our expectations for the growth of demand on our platform and the expansion of our customers’ utilization of our services. These risks and uncertainties include, but are not limited to, macroeconomic factors, including interest rate, inflationary and recessionary environments, fluctuations in foreign exchange rates, instability and the global impact of the ongoing war in Ukraine, the coronavirus pandemic (COVID-19), variants thereof, and their impact on our employees, customers and strategic partners and on supply chains and labor markets, our history of operating losses, our recent rapid growth, the large sums of customer funds that we transfer daily, the risk of loss, errors and fraudulent activity, the market, interest rate, foreign exchange and other conditions that the customer funds we hold in trust are subject to, our ability to attract new customers and convert trial customers into paying customers, our ability to develop new products and services, increased competition or new entrants in the marketplace, potential impacts of acquisitions and investments, including our ability to integrate Divvy and Invoice2go, our accounting for and internal controls related to Divvy and Invoice2go operating results, changes in staffing levels,and other risks detailed in registration statements and periodic reports we file with the Securities and Exchange Commission (SEC), including our quarterly and annual reports, which may be obtained on the Investor Relations section of BILL’s website (https://investor.bill.com/financials/sec-filings/default.aspx) and on the SEC website at www.sec.gov.



You should not rely on these forward-looking statements, as actual results may differ materially from those contemplated by these forward-looking statements as a result of such risks and uncertainties. All forward-looking statements in this press release are based on information available to us as of the date hereof. We assume no obligation to update or revise the forward-looking statements contained in this press release or the accompanying conference call because of new information, future events, or otherwise.

Non-GAAP Financial Measures

In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), this press release and the accompanying tables contain, and the conference call will contain, non-GAAP financial measures, including non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP income (loss) from operations, non-GAAP net income (loss) and non-GAAP net income (loss) per share, basic and diluted. The non-GAAP financial information is presented for supplemental informational purposes only and is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP.

Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. Items excluded from non-GAAP gross profit and non-GAAP gross margin include amortization of certain intangible assets, stock-based compensation and related payroll taxes, and depreciation expense. Items excluded from non-GAAP operating expenses include amortization of certain intangible assets, stock-based compensation and related payroll taxes, depreciation expense, and acquisition and integration-related expenses. Items excluded from non-GAAP net income (loss) and non-GAAP net income (loss) per share include stock-based compensation expense and related payroll taxes, depreciation expense, amortization of certain intangible assets, acquisition and integration-related expenses, amortization of debt premium and issuance costs, and income tax effect associated with acquisitions. It is important to note that the particular items we exclude from, or include in, our non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies in the same industry.

We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

We adjust the following items from one or more of our non-GAAP financial measures:

Stock-based compensation and related payroll taxes. We exclude stock-based compensation, which is a non-cash expense, and related payroll taxes from certain of our non-GAAP financial measures because we believe that excluding these items provide meaningful supplemental information regarding operational performance. In particular, companies calculate stock-based compensation expenses using a variety of valuation methodologies and subjective assumptions while the related payroll taxes are dependent on the price of our common stock and other factors that are beyond our control and do not correlate to the operation of our business.

Depreciation expense. We exclude depreciation expense from certain of our non-GAAP financial measures because we believe that excluding this non-cash expense provides meaningful supplemental information regarding operational performance. Depreciation expense does not include amortization of capitalized internal-use software costs.

Amortization of intangible assets. We exclude amortization of acquired intangible assets from certain of our non-GAAP financial measures because we believe that excluding this non-cash expense provides meaningful supplemental information regarding our operational performance.

Acquisition and integration-related expenses. We exclude acquisition and integration-related expenses from certain of our non-GAAP financial measures because these costs would have not otherwise been incurred in the normal course of our business operations. In addition, we believe that acquisition and integration-related expenses are non-recurring charges unique to a specific acquisition. Although we may engage in future acquisitions, such acquisitions and the associated acquisition and integration-related expenses are considered unique and not comparable to other acquisitions.

Amortization of debt premium and issuance costs. We exclude amortization of debt issuance costs associated with our issuance of our convertible senior notes and credit agreement and accretion of debt premium associated with our credit agreement from certain of our non-GAAP financial measures because we believe that excluding this non-cash interest expense provides meaningful supplemental information regarding our operational performance.




Income tax effect associated with acquisitions. We exclude the income tax effect associated with acquisitions from certain of our non-GAAP financial measures because we believe that excluding this provides meaningful supplemental information regarding our operational performance.

There are material limitations associated with the use of non-GAAP financial measures since they exclude significant expenses and income that are required by GAAP to be recorded in our financial statements. Please see the reconciliation tables at the end of this release for the reconciliation of GAAP and non-GAAP results.

Free Cash Flow

Free cash flow is a non-GAAP measure that we calculate as net cash provided by (used in) operating activities, adjusted by purchases of property and equipment and capitalization of internal-use software costs. We believe that free cash flow is an important liquidity measure of the cash (if any) that is available, after capital expenditures, for operational expenses and investment in our business. Free cash flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash. One limitation of free cash flow is that it does not reflect our future contractual commitments. Additionally, free cash flow does not represent the total increase or decrease in our cash balance for a given period. Once our business needs and obligations are met, cash can be used to maintain a strong balance sheet and invest in future growth.

IR Contact:

Karen Sansot
ksansot@hq.bill.com

Press Contact:

Mark Heller
mheller@hq.bill.com





BILL.COM HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
December 31,
2022
June 30,
2022
ASSETS
Current assets:
Cash and cash equivalents $ 1,616,758  $ 1,596,542 
Short-term investments 1,066,538  1,108,493 
Accounts receivable, net 31,261  24,045 
Acquired card receivables, net 380,895  256,392 
Prepaid expenses and other current assets 178,688  151,258 
Funds held for customers 3,474,048  3,142,660 
Total current assets 6,748,188  6,279,390 
Non-current assets:
Operating lease right-of-use assets, net 72,725  76,445 
Property and equipment, net 69,383  56,985 
Intangible assets, net 401,869  432,583 
Goodwill 2,396,509  2,362,893 
Other assets 49,600  47,730 
Total assets $ 9,738,274  $ 9,256,026 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 14,262  $ 9,948 
Accrued compensation and benefits 31,021  29,004 
Deferred revenue 30,358  31,868 
Other accruals and current liabilities 181,551  120,080 
Borrowings from revolving credit facility, net —  75,097 
Customer fund deposits 3,474,048  3,142,660 
Total current liabilities 3,731,240  3,408,657 
Non-current liabilities:
Deferred revenue 2,013  2,159 
Operating lease liabilities 78,207  82,728 
Borrowings from revolving credit facility, net 112,570  — 
Convertible senior notes, net 1,701,397  1,697,985 
Other long-term liabilities 28,970  20,803 
Total liabilities 5,654,397  5,212,332 
Commitments and contingencies (Note 12)
Stockholders' equity:
Common stock
Additional paid-in capital 4,811,780  4,598,737 
Accumulated other comprehensive loss (6,361) (10,217)
Accumulated deficit (721,544) (544,828)
Total stockholders' equity 4,083,877  4,043,694 
Total liabilities and stockholders' equity $ 9,738,274  $ 9,256,026 



BILL.COM HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands except per share amounts)
Three Months Ended
December 31,
Six Months Ended
December 31,
2022 2021 2022 2021
Revenue $ 260,006  $ 156,478  $ 489,930  $ 274,827 
Cost of revenue
Service costs (1)
36,965  24,338  71,786  45,051 
Depreciation and amortization of intangible assets (2)
10,502  10,048  20,789  19,170 
Total cost of revenue 47,467  34,386  92,575  64,221 
Gross profit 212,539  122,092  397,355  210,606 
Operating expenses
Research and development (1)
78,910  51,377  154,030  93,261 
Sales and marketing (1)
164,683  69,896  283,308  123,525 
General and administrative (1)
69,381  64,965  136,119  122,480 
Depreciation and amortization of intangible assets (2)
12,028  11,929  24,055  21,620 
Total operating expenses 325,002  198,167  597,512  360,886 
Loss from operations (112,463) (76,075) (200,157) (150,280)
Other income (expenses), net 17,022  (5,000) 22,970  (8,475)
Loss before benefit from income taxes (95,441) (81,075) (177,187) (158,755)
Benefit from income taxes (365) (635) (471) (4,056)
Net loss $ (95,076) $ (80,440) $ (176,716) $ (154,699)
 
Net loss per share attributable to common stockholders,
   basic and diluted
$ (0.90) $ (0.78) $ (1.68) $ (1.56)
Weighted-average number of common shares used to
   compute net loss per share attributable to common
   stockholders, basic and diluted
105,906  102,910  105,494  99,401 
______________________________________

(1) Includes stock-based compensation expense as follows:
Three Months Ended
December 31,
Six Months Ended
December 31,
2022 2021 2022 2021
Cost of revenue $ 2,298  $ 1,285  $ 4,299  $ 2,412 
Research and development 26,981  14,280  47,831  24,840 
Sales and marketing 69,522  11,039  98,779  19,153 
General and administrative 20,641  23,080  41,152  41,166 
$ 119,442  $ 49,684  $ 192,061  $ 87,571 
(2) Depreciation expense excludes amortization of capitalized internal-use software costs.




BILL.COM HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Three Months Ended
December 31,
Six Months Ended
December 31,
2022 2021 2022 2021
Cash flows from operating activities:
Net loss $ (95,076) $ (80,440) $ (176,716) $ (154,699)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation 119,305  49,684  191,925  87,571 
Amortization of intangible assets 19,994  19,768  39,763  36,440 
Depreciation of property and equipment 2,535  2,221  5,081  4,350 
Amortization of capitalized internal-use software costs 977  414  1,901  673 
Amortization of debt premium and issuance costs 1,771  1,399  3,483  1,955 
Amortization of premium (accretion of discount) on investments in marketable debt securities (8,186) 3,781  (10,401) 6,638 
Provision for losses on acquired card receivables 8,431  5,486  15,042  9,535 
Non-cash operating lease expense 2,376  2,123  4,718  4,083 
Deferred income taxes (527) (399) (826) (3,822)
Other (414) —  516  — 
Changes in assets and liabilities:
Accounts receivable (2,278) (4,618) (7,052) (3,420)
Prepaid expenses and other current assets (3,284) (14,868) (4,623) (8,547)
Other assets (742) 286  (1,880) (1,099)
Accounts payable 2,000  (1,291) 3,511  (2,023)
Other accruals and current liabilities 11,161  6,500  15,408  (11,430)
Operating lease liabilities (2,408) (2,160) (4,794) (2,952)
Other long-term liabilities (1,577) 35  (1,698)
Deferred revenue (406) 761  (1,709) 4,381 
Net cash provided by (used in) operating activities 55,230  (12,930) 73,382  (34,064)
Cash flows from investing activities:
Cash paid for acquisition, net of acquired cash and cash equivalents (28,902) (89) (28,902) (144,541)
Purchases of corporate and customer fund short-term investments (781,282) (843,867) (1,641,193) (1,452,419)
Proceeds from maturities of corporate and customer fund short-term investments 845,314  348,947  1,683,413  667,854 
Proceeds from sale of corporate and customer fund short-term investments 5,088  27,510  5,088  44,744 
Increase in acquired card receivables, net and other 6,090  (44,796) (101,353) (77,459)
Purchases of property and equipment (1,785) (1,063) (3,161) (2,467)
Capitalization of internal-use software costs (5,746) (2,081) (10,510) (5,023)
Proceeds from beneficial interest —  —  2,080  — 
Net cash provided by (used in) investing activities 38,777  (515,439) (94,538) (969,311)
Cash flows from financing activities:
Proceeds from issuance of common stock upon public offering, net of underwriting discounts and other offering costs —  (445) —  1,341,152 
Proceeds from issuance of convertible senior notes, net of discounts and issuance costs —  (2,629) —  560,075 
Purchase of capped calls —  —  —  (37,893)
Increase (decrease) in customer fund deposits liability and other 347,210  947,805  332,661  1,171,446 
Proceeds from line of credit borrowings 37,500  —  37,500  — 
Proceeds from exercise of stock options 4,316  14,448  8,217  22,784 
Proceeds from issuance of common stock under the employee stock purchase plan —  —  8,494  5,726 
Net cash provided by financing activities 389,026  959,179  386,872  3,063,290 
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents 459  97  182  (75)
Net increase in cash, cash equivalents, restricted cash, and restricted cash equivalents 483,492  430,907  365,898  2,059,840 
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period 3,425,121  3,438,625  3,542,715  1,809,692 
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period $ 3,908,613  $ 3,869,532  $ 3,908,613  $ 3,869,532 
 Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows above:
Cash and cash equivalents $ 1,616,758  $ 1,672,166  $ 1,616,758  $ 1,672,166 
Restricted cash included in other current assets 103,809  16,364  103,809  16,364 
Restricted cash included in other assets 6,724  6,724  6,724  6,724 
Restricted cash and restricted cash equivalents included in funds held for customers 2,181,322  2,174,278  2,181,322  2,174,278 
Total cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period $ 3,908,613  $ 3,869,532  $ 3,908,613  $ 3,869,532 





BILL.COM HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Unaudited, in thousands except percentages and per share amounts)
Three Months Ended
December 31,
Six Months Ended
December 31,
2022 2021 2022 2021
Reconciliation of gross profit:
GAAP gross profit $ 212,539 $ 122,092 $ 397,355 $ 210,606
Add:
Depreciation and amortization of intangible assets (1)
10,502 10,048 20,789 19,170
Stock-based compensation and related payroll taxes 2,353 1,374 4,419 2,664
Non-GAAP gross profit $ 225,394 $ 133,514 $ 422,563 $ 232,440
GAAP gross margin 81.7  % 78.0  % 81.1  % 76.6  %
Non-GAAP gross margin 86.7  % 85.3  % 86.2  % 84.6  %
___________________
(1) Consists of depreciation of property and equipment and amortization of developed technology, excluding amortization of capitalized
     internal-use software costs.
Three Months Ended
December 31,
Six Months Ended
December 31,
2022 2021 2022 2021
Reconciliation of operating expenses:
GAAP research and development expenses $ 78,910  $ 51,377  $ 154,030  $ 93,261 
Less - stock-based compensation and related payroll taxes (27,310) (14,939) (48,667) (26,081)
Non-GAAP research and development expenses $ 51,600  $ 36,438  $ 105,363  $ 67,180 
GAAP sales and marketing expenses $ 164,683  $ 69,896  $ 283,308  $ 123,525 
Less - stock-based compensation and related payroll taxes (69,818) (11,327) (100,010) (19,636)
Non-GAAP sales and marketing expenses $ 94,865  $ 58,569  $ 183,298  $ 103,889 
GAAP general and administrative expenses $ 69,381  $ 64,965  $ 136,119  $ 122,480 
Less:
Stock-based compensation and related payroll taxes (20,989) (25,423) (41,907) (44,551)
Acquisition and integration-related expenses (215) (4,417) (215) (10,742)
Non-GAAP general and administrative expenses $ 48,177  $ 35,125  $ 93,997  $ 67,187 
Three Months Ended
December 31,
Six Months Ended
December 31,
2022 2021 2022 2021
Reconciliation of loss from operations:
GAAP loss from operations $ (112,463) $ (76,075) $ (200,157) $ (150,280)
Add:
Depreciation and amortization of intangible assets (1)
22,530  21,977  44,844  40,790 
Stock-based compensation and related payroll taxes 120,470  53,063  195,003  92,932 
Acquisition and integration-related expenses 215  4,417  215  10,742 
Non-GAAP income (loss) from operations $ 30,752  $ 3,382  $ 39,905  $ (5,816)
___________________
(1) Excludes amortization of capitalized internal-use software costs.



Three Months Ended
December 31,
Six Months Ended
December 31,
2022 2021 2022 2021
Reconciliation of net loss:
GAAP net loss $ (95,076) $ (80,440) $ (176,716) $ (154,699)
Add (less):
Depreciation and amortization of intangible assets (1)
22,530  21,977  44,844  40,790 
Stock-based compensation and related payroll taxes 120,470  53,063  195,003  92,932 
Acquisition and integration-related expenses 215  4,417  215  10,742 
Amortization of debt premium and issuance costs 1,771  1,399  3,483  1,955 
Income tax effect associated with acquisitions (526) (636) (526) (4,059)
Non-GAAP net income (loss) $ 49,384  $ (220) $ 66,303  $ (12,339)
___________________
(1) Excludes amortization of capitalized internal-use software costs.
Three Months Ended
December 31,
Six Months Ended
December 31,
2022 2021 2022 2021
Reconciliation of net income (loss) per share attributable to
   common stockholders, basic and diluted
GAAP net loss per share attributable to common stockholders,
   basic and diluted
$ (0.90) $ (0.78) $ (1.68) $ (1.56)
Add (less):
Depreciation and amortization of intangible assets (1)
0.21  0.22  0.43  0.42 
Stock-based compensation and related payroll taxes 1.14  0.51  1.85  0.93 
Acquisition and integration-related expenses —  0.04  —  0.11 
Amortization of debt premium and issuance costs 0.02  0.01  0.03  0.02 
Income tax effect associated with acquisitions —  —  —  (0.04)
Non-GAAP net income (loss) per share attributable to common
   stockholders, basic
$ 0.47  $ —  $ 0.63  $ (0.12)
Non-GAAP net income (loss) per share attributable to common
   stockholders, diluted
$ 0.42  $ —  $ 0.56  $ (0.12)
___________________
(1) Excludes amortization of capitalized internal-use software costs.
Three Months Ended
December 31,
Six Months Ended
December 31,
2022 2021 2022 2021
Shares used to compute GAAP and non-GAAP net income (loss)
   per share attributable to common stockholders, basic
105,906  102,910  105,494  99,401 
Shares used to compute GAAP and non-GAAP net income (loss)
   per share attributable to common stockholders, diluted (1)
117,258  102,910  118,039  99,401 
___________________
(1) GAAP net loss per share attributable to common stockholders, diluted was computed using weighted-average number of common shares, basic for the three and six months ended December 31, 2022.




BILL.COM HOLDINGS, INC.
FREE CASH FLOW
(Unaudited, in thousands)
Three Months Ended
December 31,
Six Months Ended
December 31,
2022 2021 2022 2021
Net cash provided by (used in) operating activities $ 55,230  $ (12,930) $ 73,382  $ (34,064)
Purchases of property and equipment (1,785) (1,063) (3,161) (2,467)
Capitalization of internal-use software costs (5,746) (2,081) (10,510) (5,023)
Free cash flow $ 47,699  $ (16,074) $ 59,711  $ (41,554)




BILL.COM HOLDINGS, INC.
REMAINING PERFORMANCE OBLIGATIONS
(Unaudited, in thousands)
December 31,
2022
June 30,
2022
Remaining performance obligations to be recognized as revenue:
Within 2 years $ 100,220  $ 98,723 
Thereafter 33,324  51,567 
Total $ 133,544  $ 150,290 


EX-99.2 3 bill-20221231xexx992.htm EX-99.2 Document

Exhibit 99.2

BILL Announces $300 Million Share Repurchase Program

SAN JOSE, Calif.--(BUSINESS WIRE) – Feb 2, 2023 – BILL (NYSE: BILL), a leader in financial automation software for small and midsize businesses (SMBs), today announced that its Board of Directors approved a share repurchase program with authorization to purchase up to $300 million of BILL’s common stock.

“The share repurchase program demonstrates our confidence in the strength of our business and our ability to capture the large market opportunity ahead of us,” said John Rettig, BILL CFO. “With our strong balance sheet and cash flow generation, we are well positioned to invest for our future growth prospects while also returning capital to shareholders and minimizing dilution.”

BILL may repurchase shares of its common stock from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. The timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The share repurchase program will have a term of 12 months, may be suspended or discontinued at any time, and does not obligate the company to acquire any amount of common stock.

The Company has provided additional information about the share repurchase in the Form 8-K filed on February 2, 2023 with the Securities and Exchange Commission.

About BILL

BILL (NYSE: BILL) is a leader in financial automation software for small and midsize businesses (SMBs). As a champion of SMBs, we are dedicated to automating the future of finance so businesses can thrive. Hundreds of thousands of businesses trust BILL solutions to manage financial workflows, including payables, receivables, and spend and expense management. With BILL, businesses are connected to a network of millions of members, so they can pay or get paid faster. Through our automated solutions, we help SMBs simplify and control their finances, so they can confidently manage their businesses, and succeed on their terms. BILL is a trusted partner of leading U.S. financial institutions, accounting firms, and accounting software providers. BILL is headquartered in San Jose, California. For more information, visit bill.com.

Note on Forward-Looking Statements

This press release and the accompanying conference call contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements other than statements of historical facts, and statements in the future tense. Forward-looking statements are based on our expectations as of the date of this press release and are subject to a number of risks, uncertainties and assumptions, many of which involve factors or circumstances that are beyond our control. These statements include, but are not limited to, statements regarding our expectations of future financial and operating performance, our share repurchase program, our expectations for the growth of demand on our platform and the expansion of our customers’ utilization of our services. These risks and uncertainties include, but are not limited to, macroeconomic factors, including interest rates, inflationary and recessionary environments, fluctuations in foreign exchange rates, instability and the global impact of the ongoing war in Ukraine, the coronavirus pandemic (COVID-19), variants thereof, and their impact on our employees, customers and strategic partners and on supply chains and labor markets, our history of operating losses, our recent rapid growth, the large sums of customer funds that we transfer daily, the risk of loss, errors and fraudulent activity, the market, interest rate, foreign exchange and other conditions that the customer funds we hold in trust are subject to, our ability to attract new customers and convert trial customers into paying customers, our ability to develop new products and services, increased competition or new entrants in the marketplace, potential impacts of acquisitions and investments, including our ability to integrate Divvy and Invoice2go, changes in staffing levels, and other risks detailed in registration statements and periodic reports we file with the Securities and Exchange Commission (SEC), including our quarterly and annual reports, which may be obtained on the Investor Relations section of BILL’s website (https://investor.bill.com/financials/sec-filings/default.aspx) and on the SEC website at www.sec.gov.



You should not rely on these forward-looking statements, as actual results may differ materially from those contemplated by these forward-looking statements as a result of such risks and uncertainties. All forward-looking statements in this press release are based on information available to us as of the date hereof. We assume no obligation to update or revise the forward-looking statements contained in this press release or the accompanying conference call because of new information, future events, or otherwise.

IR Contact:

Karen Sansot
ksansot@hq.bill.com

Press Contact:

Mark Heller
mheller@hq.bill.com