Bill.com Holdings, Inc. [BILL] Filings

10-Q 1 bill-20220331.htm 10-Q 10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 001-39149

BILL.COM HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware		83-2661725

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

6220 America Center Drive, Suite 100, San Jose, CA		95002

(Address of principal executive offices)		(Zip Code)

(650) 621-7700

(Registrant’s telephone number, including area code)

____________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report )

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 29, 2022, the registrant had 104,267,874 shares of common stock, $0.00001 par value per share, outstanding.

Table of Contents

BILL.COM HOLDINGS, INC.

TABLE OF CONTENTS


		Page
Special Note Regarding Forward-Looking Statements		1

Part 1. FINANCIAL INFORMATION		3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Loss	5
	Condensed Consolidated Statements of Stockholders' Equity	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4.	Controls and Procedures	51

Part II. OTHER INFORMATION		53
Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	89
Item 3.	Defaults Upon Senior Securities	89
Item 4.	Mine Safety Disclosures	89
Item 5.	Other Information	89
Item 6.	Exhibits	90
	Signatures	91

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•

our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit, operating expenses, including changes in research and development, sales and marketing and general and administrative expenses (including any components of the foregoing), and our ability to achieve, and maintain, future profitability;

•

our business plan and our ability to effectively manage our growth;

•

our market opportunity, including our total addressable market;

•

our international expansion plans and ability to expand internationally;

•

anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;

•

beliefs and objectives for future operations;

•

our ability to further attract, retain, and expand our customer base;

•

our ability to develop new products and services and bring them to market in a timely manner;

•

the effects of seasonal trends on our results of operations;

•

our expectations concerning relationships with third parties, including strategic partners;

•

our ability to maintain, protect, and enhance our intellectual property;

•

the effects of increased competition in our markets and our ability to compete effectively;

•

our ability to successfully integrate and realize the strategic and financial goals that were contemplated upon the acquisition of DivvyPay, Inc. ("Divvy") and Invoice2go, Inc. ("Invoice2go");

•

the COVID-19 pandemic, and its impact on our employees, customers, strategic partners, vendors, results of operations, liquidity, and financial condition;

•

future acquisitions or investments in complementary companies, products, services, or technologies;

•

our ability to stay in compliance with laws and regulations that currently apply or become applicable to our business;

•

economic and industry trends, projected growth, or trend analysis;

•

our ability to attract and retain qualified talent;

Table of Contents

•

the increased expenses associated with being a public company; and

•

the future market prices of our common stock.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Additionally, the full impact of the COVID-19 pandemic is inherently uncertain at the time of this report. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q or to conform these statements to actual results or to changes in our expectations, except as required by law.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed with the Securities and Exchange Commission (SEC) as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

In this Quarterly Report on Form 10-Q, the words "we," "us," "our," and "Bill.com" refer to Bill.com Holdings, Inc. and its wholly-owned subsidiaries, unless the context requires otherwise.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BILL.COM HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except per share amounts)


	March 31,			June 30,
	2022			2021
ASSETS
Current assets:
Cash and cash equivalents	$	1,639,371		$	509,615
Short-term investments		1,143,408			655,314
Accounts receivable, net		26,859			18,222
Acquired card receivables, net		237,511			147,093
Prepaid expenses and other current assets		91,865			67,195
Funds held for customers		3,043,540			2,208,598
Total current assets		6,182,554			3,606,037
Non-current assets:
Operating lease right-of-use assets, net		78,739			71,925
Property and equipment, net		53,279			48,902
Intangible assets, net		452,351			417,341
Goodwill		2,363,109			1,772,043
Other assets		53,804			52,925
Total assets	$	9,183,836		$	5,969,173

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	9,433		$	11,904
Accrued compensation and benefits		18,478			20,287
Other accruals and current liabilities		155,127			84,870
Borrowings from credit facilities, net		30,370			—
Convertible senior notes, net		1,134,835			—
Customer fund deposits		3,043,540			2,208,598
Total current liabilities		4,391,783			2,325,659
Non-current liabilities:
Operating lease liabilities		84,931			86,639
Borrowings from credit facilities, net		48,071			79,534
Convertible senior notes, net		561,457			909,847
Other long-term liabilities		29,278			37,904
Total liabilities		5,115,520			3,439,583
Commitments and contingencies (Note 14)
Stockholders' equity:
Common stock		2			2
Additional paid-in capital		4,535,699			2,777,155
Accumulated other comprehensive loss		(7,499	)		(100	)
Accumulated deficit		(459,886	)		(247,467	)
Total stockholders' equity		4,068,316			2,529,590
Total liabilities and stockholders' equity	$	9,183,836		$	5,969,173

See accompanying notes to condensed consolidated financial statements.

Table of Contents

BILL.COM HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share amounts)


	Three months ended March 31,						Nine months ended March 31,
	2022			2021			2022			2021
Revenue	$	166,911		$	59,738		$	441,738		$	159,992
Cost of revenue		37,342			15,434			101,563			41,513
Gross profit		129,569			44,304			340,175			118,479
Operating expenses
Research and development		60,230			22,286			154,656			60,558
Sales and marketing		92,065			15,190			235,194			42,272
General and administrative		60,457			22,124			183,788			58,897
Total operating expenses		212,752			59,600			573,638			161,727
Loss from operations		(83,183	)		(15,296	)		(233,463	)		(43,248	)
Other expenses, net		(4,416	)		(11,432	)		(12,891	)		(13,943	)
Loss before benefit from income taxes		(87,599	)		(26,728	)		(246,354	)		(57,191	)
Benefit from income taxes		(879	)		—			(4,935	)		(333	)
Net loss	$	(86,720	)	$	(26,728	)	$	(241,419	)	$	(56,858	)

Net loss per share attributable to common stockholders:
Basic and diluted	$	(0.84	)	$	(0.32	)	$	(2.39	)	$	(0.70	)
Weighted-average number of common shares used to compute net loss per share attributable to common stockholders:
Basic and diluted		103,830			82,627			100,856			81,446

See accompanying notes to condensed consolidated financial statements.

Table of Contents

BILL.COM HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited, in thousands)


	Three months ended March 31,						Nine months ended March 31,
	2022			2021			2022			2021
Net loss	$	(86,720	)	$	(26,728	)	$	(241,419	)	$	(56,858	)
Other comprehensive loss:
Net unrealized loss on investments in available- for-sale securities		(5,649	)		(389	)		(7,399	)		(2,611	)
Comprehensive loss	$	(92,369	)	$	(27,117	)	$	(248,818	)	$	(59,469	)

See accompanying notes to condensed consolidated financial statements.

Table of Contents

BILL.COM HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, in thousands)


	Nine months ended March 31, 2022
								Accumulated
					Additional			other						Total
	Common stock				paid-in			comprehensive			Accumulated			stockholders'
	Shares		Amount		capital			loss			deficit			equity
Balance at June 30, 2021		94,504	$	2	$	2,777,155		$	(100	)	$	(247,467	)		2,529,590
Cumulative effect of the accounting change upon the adoption of ASU 2020-06		—		—		(245,066	)		—			29,000			(216,066	)
Issuance of common stock upon public offering, net of underwriting discounts and other offering costs		5,074		—		1,341,122			—			—			1,341,122
Issuance of common stock as consideration for an acquisition, net of issuance costs		1,788		—		488,263			—			—			488,263
Fair value of replacement awards		—		—		26,710			—			—			26,710
Issuance of common stock upon exercise of stock options and release of restricted stock units		1,033		—		8,644			—			—			8,644
Issuance of common stock under the employee stock purchase plan		40		—		5,726			—			—			5,726
Purchase of capped calls		—		—		(37,893	)		—			—			(37,893	)
Stock-based compensation		—		—		38,839			—			—			38,839
Other comprehensive loss		—		—		-			(39	)		—			(39	)
Net loss		—		—		-			—			(75,685	)		(75,685	)
Balance at September 30, 2021		102,439		2		4,403,500			(139	)		(294,152	)		4,109,211
Effect of the accounting change upon the adoption of ASU 2021-08		—		—		—			—			1,426			1,426
Issuance of common stock upon exercise of stock options and release of restricted stock units		1,022		—		14,140			—			—			14,140
Stock-based compensation		—		—		50,701			—			—			50,701
Other comprehensive loss		—		—		—			(1,711	)		—			(1,711	)
Net loss		—		—		-			—			(80,440	)		(80,440	)
Balance at December 31, 2021		103,461		2		4,468,341			(1,850	)		(373,166	)		4,093,327
Issuance of common stock upon exercise of stock options and release of restricted stock units		680		—		6,332			—			—			6,332
Issuance of common stock under the employee stock purchase plan		42		—		7,123			—			—			7,123
Stock-based compensation		—		—		53,903			—			—			53,903
Other comprehensive loss		—		—		—			(5,649	)		—			(5,649	)
Net loss		—		—		—			—			(86,720	)		(86,720	)
Balance at March 31, 2022		104,183	$	2	$	4,535,699		$	(7,499	)	$	(459,886	)	$	4,068,316

Table of Contents


	Nine months ended March 31, 2021
							Accumulated
					Additional		other						Total
	Common stock				paid-in		comprehensive			Accumulated			stockholders'
	Shares		Amount		capital		income			deficit			deficit
Balance at June 30, 2020		79,635	$	2	$	857,044	$	2,420		$	(148,747	)	$	710,719
Issuance of common stock upon exercise of stock options and release of restricted stock units		1,164		—		8,081		—			—			8,081
Issuance of common stock under the employee stock purchase plan		226		—		4,327		—			—			4,327
Stock-based compensation		—		—		9,894		—			—			9,894
Other comprehensive loss		—		—		—		(1,302	)

Bill.com Holdings, Inc. [BILL] Filings
10-Q	[2022-05-06]
10-Q	[2022-02-04]
10-Q	[2021-11-08]
10-K	[2021-08-30]
10-Q	[2021-05-07]
10-Q	[2021-02-05]
10-Q	[2020-11-06]
10-K	[2020-08-31]
S-1	[2020-06-08]
10-Q	[2020-05-08]
10-Q	[2020-02-11]
S-1	[2019-11-15]