Business Context and Reporting Period
BILL Holdings, Inc. filed this Form 8-K on September 9, 2021, in connection with its registration statement on Form S-3. The filing provides updated unaudited pro forma condensed combined statements of operations for the fiscal year ended June 30, 2021, reflecting the acquisition of DivvyPay, Inc. as if completed on July 1, 2020.
BILL completed the DivvyPay acquisition on June 1, 2021. The filing supplements and, where inconsistent, supersedes the pro forma information previously provided in the company’s June 1 and August 16, 2021 Form 8-K filings.
Financial Metrics and Pro Forma Information
The filing includes updated pro forma financial information for the fiscal year ended June 30, 2021. The provided filing text does not include the numerical pro forma statements, so revenue, profit or loss, cash flow, margins, debt, liquidity, and other financial metrics cannot be determined from the text provided.
The pro forma information is unaudited and presented for informational purposes only. It does not represent actual historical results of BILL and DivvyPay as a combined company and is not intended to project future results.
Material Changes Versus the Prior Comparable Period
The principal update is the inclusion of full-year pro forma information for fiscal 2021, replacing or supplementing the earlier pro forma disclosure associated with the DivvyPay acquisition. The filing text does not provide comparative numerical changes versus the prior period or previously reported pro forma amounts.
Guidance, Outlook, Risks, and Unusual Items
- No operating guidance or formal outlook is provided.
- The filing cautions that the pro forma results may not reflect actual combined historical performance or future performance.
- The material transaction is BILL’s acquisition of DivvyPay under the May 6, 2021 merger agreement.
- No additional contingencies, debt terms, liquidity restrictions, or unusual operating items are described in the provided text.
Investor Verification Points
- Review Exhibit 99.1 for the actual pro forma revenue, expenses, operating results, and net income or loss.
- Confirm the adjustments used to present the merger as completed on July 1, 2020.
- Reconcile the updated pro forma information with the financial statements and disclosures in the earlier DivvyPay Form 8-K filings.
- Assess the limitations of unaudited pro forma information before using it to estimate future performance.