United States securities and exchange commission logo
January 19, 2024
John Rettig
Chief Financial Officer
BILL Holdings, Inc.
6220 America Center Drive, Suite 100
San Jose, CA 95002
Re: BILL Holdings, Inc.
Form 10-K for the
fiscal year ended June 30, 2023
Form 8-K furnished
on August 17, 2023
File No. 001-39149
Dear John Rettig:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended June 30 , 2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Comparison of Fiscal 2023 and 2022, page 65
1. We note your disclosure
that transaction fee revenue increased partially due to the mix of
transaction revenue
shifting to variable-priced products. Please explain to us, in greater
detail, why shifting to
a variable-priced product resulted in an increase in revenue.
Consolidated Financial Statements
Note 2 - Revenue, page 97
2. Please tell us what
consideration was given to separately disclosing the amount of
subscription revenue
versus transaction revenue here and in your MD&A. In this regard,
we note that you
provide such quantification in your earnings releases on Form 8-K. Refer
to ASC 606-10-55-89
through -91.
John Rettig
FirstName LastNameJohn Rettig
BILL Holdings, Inc.
Comapany
January 19,NameBILL
2024 Holdings, Inc.
January
Page 2 19, 2024 Page 2
FirstName LastName
3. We note your remaining performance obligation disclosure indicates
that you expect to
recognize approximately 77% within two years. Please tell us what
consideration was
given to disclosing the amount of revenue to be recognized in the next
fiscal year. As part
of your response, provide us with a breakdown of the amount of revenue
expected to be
recognized in year 1 versus year 2.
Form 8-K furnished on August 17, 2023
Exhibit 99.1
Reconciliation of net loss, page 13
4. We note that your measure of non-GAAP net income (loss) does not
appear to include the
tax impact of your non-GAAP adjustments. Considering the significant
non-GAAP net
income in fiscal year 2023, please revise to include a separate income
tax adjustment
commensurate with your non-GAAP measure of profit. Refer to Non-GAAP
C&DI
Question 102.11.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Chen Chen at 202-551-7351 or Christine Dietz at
202-551-3408 with any
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Raj Aji