8-K

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): February 2, 2021

Bill.com Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-39149	83-2661725
(State or other jurisdiction<br><br><br>of incorporation)	(Commission<br><br><br>File Number)	(IRS Employer<br><br><br>Identification No.)

6220 America Center Drive, Suite 100

San Jose, California 95002

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (650) 621-7700

1800 Embarcadero Road, Palo Alto CA 94303

(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 (see General Instruction A.2. below):

☐	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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br><br>Symbol(s)	Name of each exchange<br><br><br>on which registered
Common Stock, par value $0.00001	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 4, 2021, 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, 2020. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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.

The Company is making reference to 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 attached Exhibit 99.1 press release.

The Company announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, and the Company’s investor relations website (https://investor.bill.com) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On February 2, 2021, the Company’s Board of Directors (the “Board”) appointed Stephen Fisher to serve as a director of the Company and as a member of the Compensation Committee of the Board, in each case, effective February 2, 2021. Mr. Fisher will serve as a Class II director whose term will expire at the Company’s 2021 annual meeting of stockholders and until Mr. Fisher’s successor shall have been duly elected and qualified, or until Mr. Fisher’s earlier death, resignation, disqualification or removal.

There is no arrangement or understanding between Mr. Fisher and any other persons pursuant to which Mr. Fisher was selected as a director. Mr. Fisher has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Fisher’s compensation will be pursuant to the Company’s director compensation program, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “Commission”) on December 3, 2020 (File No. 001-39149).

Mr. Fisher will be entering into the Company’s standard form of indemnity agreement, which is attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Commission on November 15, 2019 (File No. 333-234730).

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits.
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Exhibit<br><br><br>Number	Description
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99.1	Press release dated February 4, 2021
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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 hereunto duly authorized.

	BILL.COM HOLDINGS, INC.
Date: February 4, 2021	By:	/s/ John Rettig
		John Rettig
		Chief Financial Officer and<br><br><br>Executive Vice President, Finance and Operations

bill-ex991_6.htm

Exhibit 99.1

Bill.com Reports Second Quarter Fiscal 2021 Financial Results

Core Revenue Increased 59% Year-over-Year

Total Payment Volume was $35 Billion, up 40% Year-over-Year

Transaction Fees Increased 98% Year-over-Year

SAN JOSE, CALIF. – February 4, 2021 – Bill.com (NYSE: BILL), a leading provider of cloud-based software that simplifies, digitizes, and automates complex back-office financial operations for small and midsize businesses (SMBs), today announced financial results for the second fiscal quarter ended December 31, 2020.

"We delivered strong financial results and record payment volume growth driven by robust demand for our platform and its expanded payment offerings,” said René Lacerte, Bill.com CEO. “Adoption and usage continues to strengthen in this new remote environment as we are effectively guiding companies on their digital transformation path. Our offering has become a mission-critical tool for many small and midsize businesses. The increasing scale of our platform purpose-built for SMBs is automating financial operations facilitating over ten billion dollars of B2B payments each month.”

Financial Highlights for the Second Quarter of Fiscal 2021

•	Total revenue was $54.0 million, an increase of 38% from the second quarter of fiscal 2020.
•	Core revenue, which includes subscription and transaction fees, was $52.3 million, an increase of 59% year-over-year. Subscription fees were $26.6 million, an increase of 33% year-over-year. Transaction fees were $25.7 million, an increase of 98% year-over-year.
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•	GAAP gross profit was $40.1 million, representing a 74.1% gross margin, compared to $29.3 million, or a 75.0% gross margin, in the second quarter of fiscal 2020. Non-GAAP gross profit was $41.8 million, representing a 77.3% non-GAAP gross margin, compared to $30.5 million, or a 78.0% non-GAAP gross margin in the second quarter of fiscal 2020.
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•	Loss from operations was $14.2 million, compared to a loss from operations of $7.9 million in the second quarter of fiscal 2020. Non-GAAP loss from operations was $2.7 million, compared to a non-GAAP loss from operations of $4.5 million in the second quarter of fiscal 2020.
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•	Net loss was $17.2 million, or ($0.21) per share, basic and diluted, compared to net loss of $7.6 million, or ($0.34) per share, basic and diluted, in the second quarter of fiscal 2020. Non-GAAP net loss was $2.1 million, or ($0.03) per share, basic and diluted, compared to non-GAAP net loss of $3.6 million, or ($0.06) per share, basic and diluted, in the second quarter of fiscal 2020.
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•	Cash, cash equivalents and short-term investments were $1.7 billion at December 31, 2020.
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Business Highlights and Recent Developments

•	Served 109,200 customers as of the end of the second quarter of fiscal 2021, representing year-over-year customer growth of 27%
•	Processed $34.8 billion in total payment volume on our platform in the second quarter, an increase of 40% year-over-year and 21% quarter-over-quarter
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•	Processed 7.2 million transactions in the second quarter of fiscal 2021
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•	Introduced Bill Manager with Wells Fargo, a new joint offering to help automate and simplify the accounts payable and receivable process for midsize businesses
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•	Launched a tailored offering for wealth management firms to help deliver bill pay services for high-net-worth clients
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•	Added seasoned technology and payments executive, Steve Fisher, to our board of directors
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•	Completed an offering of $1.15 billion of 0% convertible senior notes due 2025 ("2025 Notes")
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Conference Call

In conjunction with this announcement, Bill.com will host a conference call at 1:30 p.m. PT (4:30 p.m. ET) today to discuss second quarter results as well as our outlook for the third quarter of fiscal 2021. The conference call will be available via live webcast and replay at the Investor Relations section of Bill.com’s website: https://investor.bill.com/events-and-presentations/default.aspx.

About Bill.com

Bill.com is a leading provider of cloud-based software that simplifies, digitizes, and automates complex, back-office financial operations for small and midsize businesses. Customers use the Bill.com platform to manage end-to-end financial workflows and to process payments. The Bill.com AI-enabled, financial software platform creates connections between businesses and their suppliers and clients. It helps manage cash inflows and outflow. The company partners with several of the largest U.S. financial institutions, the majority of the top 100 U.S. accounting firms, and popular accounting software providers. Bill.com has offices in San Jose, California and Houston, Texas. For more information, visit www.bill.com.

Note on Forward-Looking Statements

This press release and the accompanying conference call include forward-looking statements, 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 for future performance, 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, the novel coronavirus pandemic (COVID-19) and its impact on our employees, customers, strategic partners, vendors, results of operations, liquidity and financial condition, 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 impact of acquisitions and investments, changes in staffing levels, and other risks detailed in registration statements and periodic reports we file with the SEC, including our annual report on Form 10-K filed with the SEC on August 31, 2020, which may be obtained on the Investor Relations section of Bill.com’s website (https://investor.bill.com/financials/sec-filings/default.aspx) and on the SEC website at www.sec.gov. Additional information will also be set forth in our quarterly report on Form 10-Q for the three months ended December 31, 2020 when filed. Actual results may differ materially from those presently reported. 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 the information contained in this press release or the accompanying conference call.

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 loss from operations, non-GAAP net loss and non-GAAP net 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.

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

Stock-based compensation expense. We exclude stock-based compensation expense, which is a non-cash expense, from certain of our non-GAAP financial measures because we believe that excluding this item provides meaningful supplemental information regarding operational performance. In particular, companies calculate stock- based compensation expenses using a variety of valuation methodologies and subjective assumptions.

Employer payroll taxes related to employee stock-based compensation. We exclude payroll tax expense related to employee stock-based transactions because we believe that excluding this item provides meaningful supplemental information regarding operational performance. In particular, this expense is 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. Employer payroll tax expense related to employee stock-based compensation was not material for all periods prior to June 30, 2020; therefore, it was excluded from those prior periods.

Depreciation and amortization expense. We exclude depreciation and amortization expenses from certain of our non-GAAP financial measures because we believe that excluding this item provides meaningful supplemental information regarding operational performance.

Capitalized internal-use software and amortization. We include capitalization and exclude the subsequent amortization of internal-use software costs in certain of our non-GAAP financial measures. We capitalize direct costs incurred related to obtaining or developing internal-use software during the application development stage and we amortize those costs over the estimated useful lives of the software. The capitalization and subsequent amortization of those costs can vary every period depending on our business needs and the timing on the software’s availability for its intended use. We believe that including or excluding the effect of the capitalized internal-use software in certain of our non-GAAP financial measures provides us useful information in evaluating and comparing the consistency of our operating performance on a period-to-period basis.

Deferred costs and amortization. Deferred costs consist of capitalized sales commissions and capitalized service costs. We include capitalization of sales commission and service costs, and exclude their subsequent amortization in certain of our non-GAAP financial measures. We capitalize sales commissions that are incremental costs in obtaining new customer contracts. We capitalize service costs, which pertain primarily to direct payroll and third-party costs incurred when we provide implementation services to our financial institution customers and certain SMB customers prior to the launching of our product for general use. We amortize the capitalized sales commissions and capitalized service costs over the estimated benefit period. We believe that including or excluding the effect of the capitalization of sales commissions and service costs in certain of our non-GAAP financial measures in a given period provides us useful information in evaluating and comparing the consistency of our performance in acquiring new customer contracts on a period-to-period basis.

Amortization of debt discount and issuance costs. We exclude the amortization of debt discount and issuance costs associated with our issuance of convertible senior notes due 2025 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.

Loss on revaluation of warrant liabilities. We exclude loss on revaluation of warrant liabilities, which is a non-cash expense, from certain of our non-GAAP financial measures because we believe that excluding this item provides meaningful supplemental information regarding operational performance.

Income tax benefit associated with 2025 Notes. We exclude the income tax benefit associated with 2025 Notes 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.

BILL.COM HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)

	December 31,			June 30,
	2020			2020
ASSETS
Current assets:
Cash and cash equivalents	$	1,568,684		$	573,643
Short-term investments		165,588			123,974
Accounts receivable, net		7,037			4,252
Unbilled revenue		7,370			6,549
Prepaid expenses and other current assets		18,748			26,781
Funds held for customers		2,217,680			1,644,250
Total current assets		3,985,107			2,379,449
Non-current assets:
Operating lease right-of-use assets		44,771			—
Property and equipment, net		30,572			13,866
Other assets		21,967			10,700
Total assets	$	4,082,417		$	2,404,015
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	5,076		$	3,478
Accrued compensation and benefits		14,304			12,387
Other accrued and current liabilities		6,600			8,541
Deferred revenue		5,379			5,891
Line of credit borrowings		2,300			2,300
Operating lease liabilities		4,727			—
Customer fund deposits		2,217,680			1,644,250
Total current liabilities		2,256,066			1,676,847
Non-current liabilities:
Deferred revenue		3,166			2,622
Operating lease liabilities		54,141			—
Convertible senior notes, net		886,052			—
Deferred income tax liability		1,832			—
Other long-term liabilities		4,412			13,827
Total liabilities		3,205,669			1,693,296
Commitments and contingencies
Stockholders' equity:
Common stock		2			2
Additional paid-in capital		1,055,425			857,044
Accumulated other comprehensive income		198			2,420
Accumulated deficit		(178,877	)		(148,747	)
Total stockholders' equity		876,748			710,719
Total liabilities and stockholders' equity	$	4,082,417		$	2,404,015

BILL.COM HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands except per share amounts)

	Three months ended<br><br><br>December 31,						Six months ended<br><br><br>December 31,
	2020			2019			2020			2019
Revenue
Subscription and transaction fees	$	52,333		$	32,964		$	96,121		$	61,512
Interest on funds held for customers		1,712			6,116			4,133			12,748
Total revenue		54,045			39,080			100,254			74,260
Cost of revenue ^(1)^		13,973			9,787			26,079			18,934
Gross profit		40,072			29,293			74,175			55,326
Operating expenses
Research and development ^(1)^		20,486			12,992			38,272			24,507
Sales and marketing ^(1)^		14,174			11,491			27,082			21,758
General and administrative ^(1)^		19,583			12,748			36,773			23,283
Total operating expenses		54,243			37,231			102,127			69,548
Loss from operations		(14,171	)		(7,938	)		(27,952	)		(14,222	)
Other (expense) income, net		(3,341	)		360			(2,511	)		999
Loss before (benefit from) provision for income taxes		(17,512	)		(7,578	)		(30,463	)		(13,223	)
(Benefit from) provision for income taxes		(333	)		—			(333	)		51
Net loss	$	(17,179	)	$	(7,578	)	$	(30,130	)	$	(13,274	)
Net loss per share attributable to<br><br><br>common stockholders, basic and diluted	$	(0.21	)	$	(0.34	)	$	(0.37	)	$	(0.87	)
Weighted-average number of common shares used to compute<br><br><br>net loss per share attributable to common stockholders,<br><br><br>basic and diluted		81,519			22,306			80,868			15,268
^(1)^Includes stock-based compensation expense as follows:
Cost of revenue	$	642		$	211		$	1,243		$	359
Research and development		3,246			1,084			6,315			1,755
Sales and marketing		1,871			494			3,375			877
General and administrative		4,930			1,286			9,650			2,360
	$	10,689		$	3,075		$	20,583		$	5,351

BILL.COM HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

	Three months ended<br><br><br>December 31,						Six months ended<br><br><br>December 31,
	2020			2019 ^(1)^			2020			2019 ^(1)^
Cash flows from operating activities:
Net loss	$	(17,179	)	$	(7,578	)	$	(30,130	)	$	(13,274	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		999			1,120			1,924			2,105
Stock-based compensation		10,689			3,075			20,583			5,351
Amortization of debt discount and issuance costs		3,905			—			3,905			—
Amortization of premium (accretion of discount) on investment in marketable<br><br><br>debt securities		677			(1,616	)		723			(2,346	)
Non-cash operating lease expense		912			—			1,677			—
Revaluation of warrant liabilities		—			552			—			717
Deferred income tax		(333	)		—			(333	)		—
Changes in assets and liabilities:
Accounts receivable		(1,995	)		(1,100	)		(2,785	)		(393	)
Unbilled revenue		(445	)		(493	)		(821	)		(1,114	)
Prepaid expenses and other current assets		(6,261	)		(466	)		(3,947	)		(1,608	)
Other assets		(4,483	)		(531	)		(11,267	)		(581	)
Accounts payable		(200	)		638			1,366			1,146
Accrued and other current liabilities		4,492			3,419			(13	)		4,551
Operating lease liabilities		1,166			—			6,930			—
Other long-term liabilities		(765	)		94			573			187
Deferred revenue		(406	)		1,117			32			1,110
Net cash used in operating activities		(9,227	)		(1,769	)		(11,583	)		(4,149	)
Cash flows from investing activities:
Purchases of corporate and customer fund short-term investments		(358,097	)		(225,444	)		(701,442	)		(414,648	)
Proceeds from maturities of corporate and customer fund short-term investments		256,827			152,065			501,159			407,236
Proceeds from sale of corporate and customer fund short-term investments		2,000			11,964			35,286			22,725
Decrease (increase) in other receivables included in funds held for customers		1,541			(6,749	)		19			(4,700	)
Purchases of property and equipment		(7,742	)		(1,026	)		(13,636	)		(2,972	)
Capitalization of internal-use software costs		(346	)		(125	)		(660	)		(340	)
Net cash (used in) provided by investing activities		(105,817	)		(69,315	)		(179,274	)		7,301
Cash flows from financing activities:
Proceeds from issuance of convertible senior notes, net of discounts and issuance costs		1,129,603			—			1,129,603			—
Purchase of capped calls		(87,860	)		—			(87,860	)		—
Proceeds from issuance of common stock upon initial public offering, net of<br><br><br>underwriting discounts and commissions and other offering costs		—			227,439			—			226,565
Increase in customer fund deposits liability		548,777			25,271			573,430			162,457
Proceeds from exercise of stock options		8,480			607			17,442			901
Proceeds from issuance of common stock under the employee stock purchase plan		—			—			4,327			—
Payments of offering costs related to the follow-on public offering		—			—			(664	)		—
Proceeds from exercise of stock warrants		—			144			—			144
Payments of deferred debt issuance costs		—			—			—			(151	)
Net cash provided by financing activities		1,599,000			253,461			1,636,278			389,916
Net increase in cash, cash equivalents, restricted cash, and restricted cash equivalents		1,483,956			182,377			1,445,421			393,068
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of<br><br><br>period		1,553,842			1,193,859			1,592,377			983,168
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period	$	3,037,798		$	1,376,236		$	3,037,798		$	1,376,236
Reconciliation of cash, cash equivalents, restricted cash, and restricted<br><br><br>cash equivalents within the condensed consolidated balance sheets to the<br><br><br>amounts shown in the condensed consolidated statements of cash flows above:
Cash and cash equivalents	$	1,568,684		$	314,894		$	1,568,684		$	314,894
Restricted cash included in other current assets		119			256			119			256
Restricted cash and restricted cash equivalents included in funds held for customers		1,468,995			1,061,086			1,468,995			1,061,086
Total cash, cash equivalents, restricted cash, and restricted cash equivalents, end of<br><br><br>period	$	3,037,798		$	1,376,236		$	3,037,798		$	1,376,236
______________________
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^(1)^Amounts have been adjusted to reflect the adoption of Accounting Standards Update No. 2016-18, Statement of Cash Flows<br><br><br>(Topic 230): Restricted Cash.  Shown below is a summary of the adjustments during the three and six months ended December 31, 2019<br><br><br>(in thousands).
	Three months ended December 31, 2019
	As<br><br><br>reported			ASU No.<br><br><br>2016-18<br><br><br>adjustments			As<br><br><br>adjusted
Net cash used in operating activities	$	(1,769	)	$	—		$	(1,769	)
Net cash used in investing activities		(23,047	)		(46,268	)		(69,315	)
Net cash provided by financing activities		253,461			—			253,461
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash<br><br><br>equivalents		228,645			(46,268	)		182,377
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of<br><br><br>period		86,249			1,107,610			1,193,859
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period	$	314,894		$	1,061,342		$	1,376,236
	Six months ended December 31, 2019
	As<br><br><br>reported			ASU No.<br><br><br>2016-18<br><br><br>adjustments			As<br><br><br>adjusted
Net cash used in operating activities	$	(4,149	)	$	—		$	(4,149	)
Net cash (used in) provided by investing activities		(161,179	)		168,480			7,301
Net cash provided by financing activities		389,916			—			389,916
Net increase in cash, cash equivalents, restricted cash, and restricted cash equivalents		224,588			168,480			393,068
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of<br><br><br>period		90,306			892,862			983,168
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period	$	314,894		$	1,061,342		$	1,376,236

BILL.COM HOLDINGS, INC.

RECONCILIATION OF GAAP TO NON-GAAP DATA

THREE MONTHS ENDED DECEMBER 31, 2020

(Unaudited, in thousands except percentages and per share amounts)

	GAAP			Stock-based<br><br><br>compensation<br><br><br>expense			Employer<br><br><br>payroll taxes<br><br><br>related to<br><br><br>stock-based<br><br><br>compensation<br><br><br>expense			Deferred<br><br><br>costs<br><br><br>(amortization<br><br><br>of deferred<br><br><br>costs)			Depreciation<br><br><br>and<br><br><br>amortization<br><br><br>expense			Amortization<br><br><br>of debt<br><br><br>discount and<br><br><br>issuance<br><br><br>costs			Income tax<br><br><br>associated<br><br><br>with 2025 Notes			Non-<br><br><br>GAAP
Total revenue	$	54,045		$	—		$	—		$	—		$	—		$	—		$	—		$	54,045
Cost of revenue		13,973			(642	)		(98	)		(154	)		(833	)		—			—			12,246
Gross profit		40,072			642			98			154			833			—			—			41,799
Gross margin		74.1	%		1.2	%		0.2	%		0.3	%		1.5	%		0.0	%		0.0	%		77.3	%
Operating expenses
Research and development		20,486			(3,246	)		(303	)		951			(40	)		—			—			17,848
Sales and marketing		14,174			(1,871	)		(171	)		483			(23	)		—			—			12,592
General and administrative		19,583			(4,930	)		(533	)		—			(103	)		—			—			14,017
Loss from operations		(14,171	)		10,689			1,105			(1,280	)		999			—			—			(2,658	)
Other (expense) income, net		(3,341	)		—			—			—			—			3,905			—			564
Loss before benefit from income taxes		(17,512	)		10,689			1,105			(1,280	)		999			3,905			—			(2,094	)
Benefit from income taxes		(333	)		—			—			—			—			—			333			—
Net loss	$	(17,179	)	$	10,689		$	1,105		$	(1,280	)	$	999		$	3,905		$	(333	)	$	(2,094	)
Net loss per share attributable to common<br><br><br>stockholders, basic and diluted ^(1)^	$	(0.21	)																			$	(0.03	)
Weighted-average number of common shares<br><br><br>used to compute net loss per share<br><br><br>attributable to common stockholders,<br><br><br>basic and diluted		81,519																					81,519
____________________________________
^(1)^GAAP net loss per share attributable to common stockholders, basic and diluted																						$	(0.21	)
Stock-based compensation expense																							0.13
Employer payroll taxes related to stock-<br><br><br>based compensation expense																							0.01
Deferred costs (amortization of deferred<br><br><br>costs)																							(0.02	)
Depreciation and amortization expense																							0.01
Amortization of debt discount and issuance<br><br><br>costs																							0.05
Income tax associated with 2025 Notes																							—
Non-GAAP net loss per share<br><br><br>attributable to common<br><br><br>stockholders, basic and diluted																						$	(0.03	)

BILL.COM HOLDINGS, INC.

RECONCILIATION OF GAAP TO NON-GAAP DATA

THREE MONTHS ENDED DECEMBER 30, 2019

(Unaudited, in thousands except percentages and per share amounts)

	GAAP			Stock-based<br><br><br>compensation<br><br><br>expense			Deferred<br><br><br>costs<br><br><br>(amortization<br><br><br>of deferred<br><br><br>costs)			Depreciation<br><br><br>and<br><br><br>amortization<br><br><br>expense			Loss on<br><br><br>revaluation<br><br><br>of warrant<br><br><br>liability			Non-GAAP
Total revenue	$	39,080		$	—		$	—		$	—		$	—		$	39,080
Cost of revenue		9,787			(211	)		(185	)		(797	)		—			8,594
Gross profit		29,293			211			185			797			—			30,486
Gross margin		75.0	%		0.5	%		0.5	%		2.0	%		0.0	%		78.0	%
Operating expenses
Research and development		12,992			(1,084	)		186			(112	)		—			11,982
Sales and marketing		11,491			(494	)		766			(84	)		—			11,679
General and administrative		12,748			(1,286	)		—			(127	)		—			11,335
Loss from operations		(7,938	)		3,075			(767	)		1,120			—			(4,510	)
Other income, net		360			—			—			—			552			912
Loss before provision for income taxes		(7,578	)		3,075			(767	)		1,120			552			(3,598	)
Provision for income taxes		—			—			—			—			—			—
Net loss	$	(7,578	)	$	3,075		$	(767	)	$	1,120		$	552		$	(3,598	)
Net loss per share attributable to common stockholders, basic<br><br><br>and diluted ^(1)^	$	(0.34	)													$	(0.06	)
Weighted-average number of common shares used to compute<br><br><br>net loss per share attributable to common stockholders, basic<br><br><br>and diluted ^(2)^		22,306															62,771
____________________________________
^(1)^GAAP net loss per share attributable to common stockholders, basic and diluted																$	(0.34	)
Stock-based compensation expense																	0.14
Deferred costs (amortization of deferred costs)																	(0.03	)
Depreciation and amortization expense																	0.05
Loss on revaluation of warrant liability																	0.02
Impact of the assumed conversion of redeemable<br><br><br>convertible preferred stock																	0.10
Non-GAAP net loss per share attributable to common<br><br><br>stockholders, basic and diluted																$	(0.06	)
^(2)^ Shares used to compute GAAP net loss per share attributable to common stockholders, basic and diluted																	22,306
Weighted average effect of the assumed conversion of redeemable<br><br><br>convertible preferred stock from the date of issuance																	40,465
Shares used to compute non-GAAP net loss per share attributable to<br><br><br>common stockholders, basic and diluted																	62,771

BILL.COM HOLDINGS, INC.

RECONCILIATION OF GAAP TO NON-GAAP DATA

SIX MONTHS ENDED DECEMBER 30, 2020

(Unaudited, in thousands except percentages and per share amounts)

	GAAP			Stock-based<br><br><br>compensation<br><br><br>expense			Employer<br><br><br>payroll taxes<br><br><br>related to<br><br><br>stock-based<br><br><br>compensation<br><br><br>expense			Deferred<br><br><br>costs<br><br><br>(amortization<br><br><br>of deferred<br><br><br>costs)			Depreciation<br><br><br>and<br><br><br>amortization<br><br><br>expense			Amortization<br><br><br>of debt<br><br><br>discount and<br><br><br>issuance<br><br><br>costs			Income tax<br><br><br>associated<br><br><br>with 2025 Notes			Non-<br><br><br>GAAP
Total revenue	$	100,254		$	—		$	—		$	—		$	—		$	—		$	—		$	100,254
Cost of revenue		26,079			(1,243	)		(143	)		(285	)		(1,557	)		—			—			22,851
Gross profit		74,175			1,243			143			285			1,557			—			—			77,403
Gross margin		74.0	%		1.2	%		0.1	%		0.3	%		1.6	%		0.0	%		0.0	%		77.2	%
Operating expenses
Research and development		38,272			(6,315	)		(574	)		2,048			(99	)		—			—			33,332
Sales and marketing		27,082			(3,375	)		(303	)		1,186			(59	)		—			—			24,531
General and administrative		36,773			(9,650	)		(1,038	)		—			(209	)		—			—			25,876
Loss from operations		(27,952	)		20,583			2,058			(2,949	)		1,924			—			—			(6,336	)
Other (expense) income, net		(2,511	)		—			—			—			—			3,905			—			1,394
Loss before benefit from income taxes		(30,463	)		20,583			2,058			(2,949	)		1,924			3,905			—			(4,942	)
Benefit from income taxes		(333	)		—			—			—			—			—			333			—
Net loss	$	(30,130	)	$	20,583		$	2,058		$	(2,949	)	$	1,924		$	3,905		$	(333	)	$	(4,942	)
Net loss per share attributable to common stockholders,<br><br><br>basic and diluted ^(1)^	$	(0.37	)																			$	(0.06	)
Weighted-average number of common shares used to<br><br><br>compute net loss per share attributable to common<br><br><br>stockholders, basic and diluted		80,868																					80,868
____________________________________
^(1)^GAAP net loss per share attributable to common stockholders, basic and diluted																						$	(0.37	)
Stock-based compensation expense																							0.25
Employer payroll taxes related to stock-based compensation expense																							0.03
Deferred costs (amortization of deferred costs)																							(0.04	)
Depreciation and amortization expense																							0.02
Amortization of debt discount and issuance costs																							0.05
Income tax associated with 2025 Notes																							—
Non-GAAP net loss per share attributable to<br><br><br>common stockholders, basic and diluted																						$	(0.06	)

BILL.COM HOLDINGS, INC.

RECONCILIATION OF GAAP TO NON-GAAP DATA

SIX MONTHS ENDED DECEMBER 30, 2019

(Unaudited, in thousands except percentages and per share amounts)

	GAAP			Stock-based<br><br><br>compensation<br><br><br>expense			Deferred<br><br><br>costs<br><br><br>(amortization<br><br><br>of deferred<br><br><br>costs)			Depreciation<br><br><br>and<br><br><br>amortization<br><br><br>expense			Loss on<br><br><br>revaluation of<br><br><br>warrant<br><br><br>liability			Non-GAAP
Total revenue	$	74,260		$	—		$	—		$	—		$	—		$	74,260
Cost of revenue		18,934			(359	)		(399	)		(1,571	)		—			16,605
Gross profit		55,326			359			399			1,571			—			57,655
Gross margin		74.5	%		0.5	%		0.5	%		2.1	%		0.0	%		77.6	%
Operating expenses
Research and development		24,507			(1,755	)		371			(198	)		—			22,925
Sales and marketing		21,758			(877	)		1,285			(143	)		—			22,023
General and administrative		23,283			(2,360	)		—			(193	)		—			20,730
Loss from operations		(14,222	)		5,351			(1,257	)		2,105			—			(8,023	)
Other income, net		999			—			—			—			717			1,716
Loss before provision for income taxes		(13,223	)		5,351			(1,257	)		2,105			717			(6,307	)
Provision for income taxes		51			—			—			—			—			51
Net loss	$	(13,274	)	$	5,351		$	(1,257	)	$	2,105		$	717		$	(6,358	)
Net loss per share attributable to common<br><br><br>stockholders, basic and diluted ^(1)^	$	(0.87	)													$	(0.10	)
Weighted-average number of common shares<br><br><br>used to compute net loss per share<br><br><br>attributable to common stockholders,<br><br><br>basic and diluted ^(2)^		15,268															61,718
____________________________________
^(1)^GAAP net loss per share attributable to common stockholders, basic and diluted																$	(0.87	)
Stock-based compensation expense																	0.35
Deferred costs (amortization of deferred costs)																	(0.08	)
Depreciation and amortization expense																	0.14
Loss on revaluation of warrant liability																	0.04
Impact of the assumed conversion of redeemable convertible preferred stock																	0.32
Non-GAAP net loss per share attributable to common<br><br><br>stockholders, basic and diluted																$	(0.10	)
^(2)^ Shares used to compute GAAP net loss per share attributable to common stockholders, basic and diluted																	15,268
Weighted average effect of the assumed conversion of<br><br><br>redeemable convertible preferred stock from the date<br><br><br>of issuance																	46,450
Shares used to compute non-GAAP net loss per share<br><br><br>attributable to common stockholders, basic and diluted																	61,718

BILL.COM HOLDINGS, INC.

FREE CASH FLOW

(Unaudited, in thousands)

	Three months ended<br><br><br>December 31,						Six months ended<br><br><br>December 31,
	2020			2019			2020			2019
Net cash used in operating activities	$	(9,227	)	$	(1,769	)	$	(11,583	)	$	(4,149	)
Purchases of property and equipment		(7,742	)		(1,026	)		(13,636	)		(2,972	)
Capitalization of internal-use software costs		(346	)		(125	)		(660	)		(340	)
Free cash flow	$	(17,315	)	$	(2,920	)	$	(25,879	)	$	(7,461	)

BILL.COM HOLDINGS, INC.

REMAINING PERFORMANCE OBLIGATIONS WITH FINANCIAL INSTITUTIONS

(Unaudited, in thousands)

	December 31,		June 30,
	2020		2020
Remaining performance obligations with financial institutions<br><br><br>to be recognized as revenue:
Within 1 year	$	17,803	$	13,001
Thereafter		130,908		139,334
Total	$	148,711	$	152,335

IR Contact:

Karen Sansot

ksansot@hq.bill.com

Press Contact:

Oriana Branon

obrannon@hq.bill.com

619-997-0299