Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 03, 2017 | Oct. 28, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | BL | ||
Entity Registrant Name | BLACKLINE, INC. | ||
Entity Central Index Key | 1,666,134 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 51,283,364 | ||
Entity Public Float | $ 261.3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 22,118,000 | $ 15,205,000 |
Marketable securities | 83,130,000 | 0 |
Accounts receivable, net of allowances for doubtful accounts of $223 and $168 as of December 31, 2016 and 2015, respectively | 42,294,000 | 24,235,000 |
Deferred sales commissions | 9,667,000 | 6,246,000 |
Prepaid expenses and other current assets | 6,614,000 | 2,801,000 |
Total current assets | 163,823,000 | 48,487,000 |
Capitalized software development costs, net | 4,591,000 | 2,967,000 |
Property and equipment, net | 11,318,000 | 12,419,000 |
Intangible assets, net | 54,118,000 | 56,828,000 |
Goodwill | 185,138,000 | 163,154,000 |
Other assets | 1,449,000 | 2,895,000 |
Total assets | 420,437,000 | 286,750,000 |
Current liabilities: | ||
Accounts payable | 7,165,000 | 4,648,000 |
Accrued expenses and other current liabilities | 18,931,000 | 15,012,000 |
Deferred revenue | 80,360,000 | 52,750,000 |
Short-term portion of contingent consideration | 2,008,000 | 2,008,000 |
Total current liabilities | 108,464,000 | 74,418,000 |
Term loan, net | 28,267,000 | |
Common stock warrant liability | 11,380,000 | 5,500,000 |
Contingent consideration | 3,230,000 | 2,859,000 |
Deferred tax liabilities, net | 1,262,000 | 5,907,000 |
Deferred revenue, noncurrent | 2,373,000 | |
Other long-term liabilities | 2,318,000 | 3,631,000 |
Total liabilities | 129,027,000 | 120,582,000 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of December 31, 2016 and 2015 | ||
Common stock, $0.01 par value, 500,000,000 shares authorized, 51,277,964 issued and outstanding as of December 31, 2016 and 40,720,327 issued and 40,673,327 outstanding as of December 31, 2015 | 513,000 | 407,000 |
Treasury stock, 0 shares and 47,000 shares at cost at December 31, 2016 and 2015, respectively | (254,000) | |
Additional paid-in capital | 378,272,000 | 214,171,000 |
Accumulated other comprehensive income | (41,000) | |
Accumulated deficit | (87,334,000) | (48,156,000) |
Total stockholders' equity | 291,410,000 | 166,168,000 |
Total liabilities and stockholders' equity | $ 420,437,000 | $ 286,750,000 |
CONSOLIDATED BALANCE SHEETS (PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Allowances for doubtful accounts | $ 223 | $ 168 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares Issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 51,277,964 | 40,720,327 |
Common stock, shares outstanding | 51,277,964 | 40,673,327 |
Treasury stock shares | 0 | 47,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | |||
Subscription and support | $ 117,524 | $ 80,080 | $ 49,029 |
Professional services | 5,599 | 3,527 | 2,648 |
Total revenues | 123,123 | 83,607 | 51,677 |
Cost of revenues | |||
Subscription and support | 25,900 | 19,773 | 14,380 |
Professional services | 4,311 | 2,956 | 2,218 |
Total cost of revenues | 30,211 | 22,729 | 16,598 |
Gross profit | 92,912 | 60,878 | 35,079 |
Operating expenses | |||
Sales and marketing | 77,810 | 56,546 | 31,837 |
Research and development | 21,125 | 18,216 | 9,705 |
General and administrative | 27,911 | 20,928 | 11,716 |
Total operating expenses | 126,846 | 95,690 | 53,258 |
Loss from operations | (33,934) | (34,812) | (18,179) |
Other expense | |||
Interest expense, net | (5,932) | (3,215) | (3,047) |
Change in fair value of the common stock warrant liability | (5,880) | (420) | (3,700) |
Other expense, net | (11,812) | (3,635) | (6,747) |
Loss before income taxes | (45,746) | (38,447) | (24,926) |
Benefit from income taxes | (6,587) | (13,713) | (8,174) |
Net loss | $ (39,159) | $ (24,734) | $ (16,752) |
Net loss per share, basic and diluted | $ (0.92) | $ (0.61) | $ (0.42) |
Weighted average common shares outstanding, basic and diluted | 42,497 | 40,579 | 40,089 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (39,159) | $ (24,734) | $ (16,752) |
Other comprehensive loss: | |||
Net change in unrealized losses on marketable securities, net of tax of $0 for the year ended December 31, 2016 | (41) | ||
Other comprehensive loss | (41) | ||
Comprehensive loss | $ (39,200) | $ (24,734) | $ (16,752) |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (PARENTHETICAL) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Statement Of Income And Comprehensive Income [Abstract] | |
Net change in unrealized losses on marketable securities, tax | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Initial Public Offering | Common Stock | Common StockInitial Public Offering | Treasury Stock, at cost | Additional Paid-in Capital | Additional Paid-in CapitalInitial Public Offering | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning Balance at Dec. 31, 2013 | $ 193,852 | $ 401 | $ 200,121 | $ (6,670) | |||||
Beginning Balance, shares at Dec. 31, 2013 | 40,080,000 | ||||||||
Common stock issuance | 5,000 | $ 4 | 4,996 | ||||||
Common Stock Issuance, shares | 357,142 | ||||||||
Stock repurchases | (225) | $ (225) | |||||||
Stock repurchased, shares | (45,000) | ||||||||
Stock-based compensation | 2,072 | 2,072 | |||||||
Net loss | (16,752) | (16,752) | |||||||
Ending Balance at Dec. 31, 2014 | 183,947 | $ 405 | (225) | 207,189 | (23,422) | ||||
Ending Balance, shares at Dec. 31, 2014 | 40,392,142 | ||||||||
Stock option exercises | 1,420 | $ 2 | 1,418 | ||||||
Stock option exercises. shares | 283,185 | ||||||||
Stock repurchases | (29) | (29) | |||||||
Stock repurchased, shares | (2,000) | ||||||||
Stock-based compensation | 5,564 | 5,564 | |||||||
Net loss | (24,734) | (24,734) | |||||||
Ending Balance at Dec. 31, 2015 | 166,168 | $ 407 | (254) | 214,171 | (48,156) | ||||
Ending Balance, shares at Dec. 31, 2015 | 40,673,327 | ||||||||
Stock option exercises | $ 2,860 | $ 5 | 2,855 | ||||||
Stock option exercises. shares | 522,450 | 522,450 | |||||||
Common stock issuance | $ 3,075 | $ 151,879 | $ 2 | $ 99 | 3,073 | $ 151,780 | |||
Common Stock Issuance, shares | 192,187 | 9,890,000 | |||||||
Retirement of treasury stock | $ 254 | (235) | (19) | ||||||
Stock-based compensation | 6,628 | 6,628 | |||||||
Other comprehensive loss | (41) | $ (41) | |||||||
Net loss | (39,159) | (39,159) | |||||||
Ending Balance at Dec. 31, 2016 | $ 291,410 | $ 513 | $ 378,272 | $ (41) | $ (87,334) | ||||
Ending Balance, shares at Dec. 31, 2016 | 51,277,964 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | |||
Net loss | $ (39,159) | $ (24,734) | $ (16,752) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 17,424 | 14,739 | 13,455 |
Accretion of debt discount and accrual of paid in kind interest | 4,557 | 2,594 | 2,541 |
Payment of paid in kind interest | (6,418) | ||
Change in fair value of common stock warrant liability | 5,880 | 420 | 3,700 |
Change in fair value of contingent consideration | 371 | 41 | (781) |
Stock-based compensation | 6,526 | 5,497 | 2,017 |
Deferred income taxes | (7,432) | (13,941) | (8,283) |
Changes in operating assets and liabilities, net of effects of the acquisition: | |||
Accounts receivable | (15,541) | (6,195) | (6,821) |
Deferred sales commissions | (3,421) | (4,343) | (1,254) |
Prepaid expenses and other current assets | (3,095) | (507) | (1,116) |
Other assets | (201) | (571) | (98) |
Accounts payable | 3,544 | 1,073 | 810 |
Accrued expenses and other current liabilities | 3,864 | 6,753 | 3,241 |
Deferred revenue | 29,482 | 18,176 | 17,246 |
Other long-term liabilities | (1,189) | 2,004 | 1,038 |
Net cash provided by (used in) operating activities | (4,808) | 1,006 | 8,943 |
Cash flows from investing activities | |||
Acquisition, net of cash acquired | (31,488) | ||
Investments in marketable securities | (83,192) | ||
Capitalized software development costs | (3,270) | (2,273) | (1,437) |
Purchases of property and equipment | (1,724) | (10,094) | (1,429) |
Net cash used in investing activities | (119,674) | (12,367) | (2,866) |
Cash flows from financing activities | |||
Proceeds from term loan, net of issuance costs | 34,300 | ||
Principal payments on term loan and prepayment penalties | (60,706) | ||
Principal payments on capital lease obligations | (124) | (532) | |
Proceeds from issuance of common stock | 3,075 | 5,000 | |
Payments of initial public offering costs | (4,372) | ||
Proceeds from initial public offering, net of underwriting discounts and commissions | 156,362 | ||
Repurchases of common stock | (29) | (225) | |
Proceeds from exercises of stock options | 2,860 | 1,420 | |
Net cash provided by financing activities | 131,395 | 859 | 4,775 |
Net increase (decrease) in cash and cash equivalents | 6,913 | (10,502) | 10,852 |
Cash and cash equivalents, beginning of period | 15,205 | 25,707 | 14,855 |
Cash and cash equivalents, end of period | 22,118 | 15,205 | 25,707 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 8,646 | 634 | 506 |
Cash paid for income taxes | 176 | 6 | 10 |
Non-cash financing and investing activities | |||
Capitalized software development costs included in accounts payable and accrued expenses and other current liabilities | 153 | 80 | |
Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities | 63 | 172 | 996 |
Stock-based compensation capitalized for software development | 102 | 67 | $ 55 |
Property and equipment acquired under capital leases | 1,648 | ||
Deferred offering costs included in accounts payable and accrued expenses and other current liabilities | $ 110 | $ 1,647 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
The Company | Note 1—The Company BlackLine, Inc. and its subsidiaries (the “Company” or “BlackLine”) provide financial accounting close solutions delivered primarily as Software as a Service (“SaaS”). The Company’s solutions enable its customers to address various aspects of their financial close process, including account reconciliations, variance analysis of account balances, journal entry capabilities, and certain types of data matching capabilities. The Company is headquartered in Los Angeles, California and has offices in Chicago, Atlanta, New York, Vancouver, London, Paris, Frankfurt, Sydney, Melbourne, Kuala Lumpur, Netherlands, and Singapore. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Significant accounting policies Principles of consolidation and basis of presentation The Company’s consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the operating results of its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Reverse stock split On October 12, 2016, the Company effected a 1-for-5 reverse stock split of its outstanding common stock. All share and per share amounts for all periods presented in these consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect this reverse stock split. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, primarily those related to determining the best estimate of selling price (“BESP”) for separate deliverables in the Company’s subscription revenue arrangements, vendor-specific objective evidence (“VSOE”) for separate deliverables in the Company’s licensed revenue arrangements, allowance for doubtful accounts, fair value of assets and liabilities assumed in a business combination, recoverability of goodwill and long-lived assets, useful lives associated with long-lived assets, contingencies, fair value of contingent consideration, and the valuation and assumptions underlying stock-based compensation and common stock warrants. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Segments Management has determined that the Company has one operating segment. The Company’s chief executive officer, who is the Company’s chief operating decision maker, reviews financial information on a consolidated and aggregate basis, together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance. Cash and cash equivalents The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash includes cash held in checking and savings accounts. Cash equivalents are comprised of investments in money market mutual funds. The carrying value of cash and cash equivalents approximates fair value. Restricted cash Included in non-current other assets at December 31, 2016 and 2015 was cash of $ Investments in Marketable Securities Our marketable securities consist of commercial paper, corporate bonds, U.S. treasury bonds, and asset-backed securities. The Company classifies its marketable securities as available-for-sale at the time of purchase, and the Company reevaluates such classification as of each balance sheet date. All marketable securities are recorded at their estimated fair value, with any unrealized gains and losses reported as a component of stockholders’ equity until realized or until a determination is made that an other-than-temporary decline in market value has occurred. Impairments are considered to be other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of their cost basis. Realized gains and losses and declines in value deemed to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations. The Company classifies its investments in marketable securities in current assets as the investments are available for use, if needed, in current operations. Investments in marketable securities presented within current assets on the consolidated balance sheet as of December 31, 2016 consisted of the following: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable securities (in thousands) U.S. Treasury bonds $ 29,742 $ — $ (17 ) $ 29,725 Corporate Bonds 25,522 — (21 ) 25,501 Commercial paper 15,554 — — 15,554 Asset-backed securities 12,353 — (3 ) 12,350 $ 83,171 $ — $ (41 ) $ 83,130 Gross realized gains and losses on marketable securities and net gains and losses reclassified from accumulated other comprehensive income to earnings were not material for the year ended December 31, 2016. The Company’s marketable securities have a contractual maturity of less than 4 years. The amortized cost and fair values of marketable securities, by remaining contractual maturity, were as follows: December 31, 2016 Amortized Cost Fair Value (in thousands) Due in 1 year or less $ 49,371 $ 49,363 Due after 1 year through 4 years 33,800 33,767 $ 83,171 $ 83,130 The Company held no marketable securities during the years ended December 31, 2015 and 2014. Accounts receivable and allowance for doubtful accounts Accounts receivable are recorded at the invoiced amount, do not require collateral and do not bear interest. The Company estimates its allowance for doubtful accounts by evaluating specific accounts where information indicates the Company’s customers may have an inability to meet financial obligations, such as bankruptcy and significantly aged receivables outstanding. Concentration of credit risk and significant customers Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash and cash equivalents, investments in marketable securities and accounts receivable. The Company maintains the majority of its cash balances with one major commercial bank in non-interest bearing accounts, which exceeds the Federal Deposit Insurance Corporation, or FDIC, federally insured limits. The Company invests its excess cash in money market mutual funds, commercial paper, corporate bonds, U.S. treasury bonds, and asset-backed securities. To date, the Company has not experienced any impairment losses on its investments. For the years ended December 31, 2016, 2015 and 2014, no single customer comprised 10% or more of the Company’s total revenues. No single customer had an accounts receivable balance of 10% or greater of total accounts receivable at December 31, 2016 and 2015. Property and equipment Property and equipment is stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are expensed as incurred, while renewals and betterments are capitalized. Depreciation expense is charged to operations on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives of the Company’s property and equipment are as follows: Useful Lives Machinery and equipment 3-5 years Purchased software 3-5 years Furniture and fixtures 5 years Leasehold improvements Lesser of 7 years or lease term Assets acquired under capital leases are capitalized at the present value of the related lease payments and are amortized over the shorter of the lease term or useful life of the asset. Capitalized internal-use software costs The Company accounts for the costs of computer software obtained or developed for internal use in accordance with ASC 350, Intangibles—Goodwill and Other During the years ended December 31, 2016, 2015 and 2014, the Company amortized $1.8 million, $0.9 million and $0.3 million, respectively, of internal-use software development costs to subscription and support cost of revenue. As of December 31, 2016 and 2015, the accumulated amortization of internal-use software development costs was $2.9 million and $1.2 Business combinations The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. Intangible assets Intangible assets primarily consist of acquired developed technology, customer relationships, trade names and non-compete agreements, which were acquired as part of the Company’s acquisitions of BlackLine Systems, Inc. in September 2013 and Runbook Company B.V. (“Runbook”) in August 2016. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the economic benefits are consumed. The estimated useful lives of the Company’s finite-lived intangible assets are as follows: Useful Lives Trade name 1-10 years Developed technology 6-8 years Non-compete agreements 2-5 years Customer relationships 8-10 years Impairment of long-lived assets Management evaluates the recoverability of the Company’s property and equipment, finite-lived intangible assets and capitalized internal-software costs when events or changes in circumstances indicate a potential impairment exists. Events and changes in circumstances considered by the Company in determining whether the carrying value of long-lived assets may not be recoverable include, but are not limited to, significant changes in performance relative to expected operating results, significant changes in the use of the assets, significant negative industry or economic trends, and changes in the Company’s business strategy. Impairment testing is performed at an asset level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (an “asset group”). In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of the asset group. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company determined that there were no events or changes in circumstances that potentially indicated that the Company’s long-lived assets were impaired during the years ended December 31, 2016, 2015 and 2014. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company tests goodwill for impairment in accordance with the provisions of Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other ASC 350 provides that an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if an entity concludes otherwise, then it is required to perform the first of a two-step impairment test. The first step involves comparing the estimated fair value of a reporting unit with its book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the fair value of the reporting unit is less than book value, then, under the second step, the carrying amount of the goodwill is compared with its implied fair value. The estimate of implied fair value of goodwill may require valuations of certain internally-generated and unrecognized intangible assets. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. The Company has one reporting unit and it tests for goodwill impairment annually during the fourth quarter of the calendar year. At December 31, 2016, the fair value of the Company significantly exceeded the carrying value of its net assets and accordingly goodwill was not impaired. Deferred rent Rent expense is recorded on a straight-line basis over the term of the lease. The difference between rent expense and the cash paid under the lease agreement is recorded as deferred rent. Lease incentives, including tenant improvement allowances, are also recorded as deferred rent and amortized on a straight-line basis over the lease term. Debt issued with warrants to purchase common stock The Company issued warrants to purchase common stock in connection with its former credit facility. These warrants are a liability classified under ASC 815-40, Contracts in Entity’s Own Equity The initial carrying value of the debt was reduced by the fair value of the warrants. The resulting debt discount was amortized to interest expense over the life of the debt on a straight-line basis, which approximates the effective interest method. In November 2016, the Company repaid all outstanding debt and expensed the then-remaining unamortized debt discount to interest expense in the consolidated statements of operations. Fair value of financial instruments ASC 820, Fair Value Measurements Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: Level 1: Quoted prices in active markets for identical or similar assets and liabilities. Level 2: Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of December 31, 2016 and 2015, the carrying values of cash equivalents, accounts receivable, accounts payable, and accrued expenses, approximate fair values due to the short-term nature of such instruments. The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015, by level, within the fair value hierarchy. Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): December 31, 2016 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 18,936 $ — $ — $ 18,936 Marketable securities U.S. Treasury bonds 29,725 — — 29,725 Corporate bonds — 25,501 — 25,501 Commercial paper — 15,554 — 15,554 Asset-backed securities — 12,349 — 12,349 Total assets $ 48,661 $ 53,404 $ — $ 102,065 Liabilities Common stock warrant liability $ — $ — $ 11,380 $ 11,380 Contingent consideration — — 5,238 5,238 Total liabilities $ — $ — $ 16,618 $ 16,618 December 31, 2015 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 15,990 $ — $ — $ 15,990 Total assets 15,990 $ — $ — $ 15,990 Liabilities Common stock warrant liability $ — $ — $ 5,500 $ 5,500 Contingent consideration — — 4,867 4,867 Total liabilities $ — $ — $ 10,367 $ 10,367 Contingent consideration relating to our 2013 Acquisition (Refer to Note 9) is recorded as a liability and is measured at fair value each period, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions management believes would be made by a market participant. Management assesses these estimates on an ongoing basis as additional data impacting the assumptions becomes available. Changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within general and administrative expenses in the consolidated statements of operations. The Company determined the fair value of the contingent consideration by discounting estimated future taxable income. The significant inputs used in the fair value measurement of contingent consideration are the timing and amount of taxable income in any given period and determining an appropriate discount rate, which considers the risk associated with the forecasted taxable income. Significant changes in the estimated future taxable income and the periods in which they are generated would significantly impact the fair value of the contingent consideration liability. Warrants to purchase common stock are liability classified and are measured at fair value each period. The fair value is determined using a binomial lattice valuation model. The fair value includes significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of common stock warrants uses assumptions management believes would be made by a market participant. Management assesses these estimates on an ongoing basis as additional data impacting the assumptions becomes available. Changes in the fair value of the common stock warrant liability related to updated assumptions and estimates are recognized within other income (expense), net in the consolidated statements of operations. The significant inputs used in the fair value measurement of the common stock warrants are the estimated fair value of the Company’s common stock and, to a lesser extent, the expected stock volatility, the probability of a change in control and future stock issuances, which impact the term of the warrants. Significant increases or decreases in the estimated fair value of the Company’s common stock would significantly impact the fair value of the warrant liability. The following table summarizes the changes in the common stock warrant liability and contingent consideration liability (in thousands): Contingent Common Stock Consideration Warrant Liability Fair value as of December 31, 2013 $ 5,607 $ 1,380 Change in fair value (781 ) 3,700 Fair value as of December 31, 2014 4,826 5,080 Change in fair value 41 420 Fair value as of December 31, 2015 4,867 5,500 Change in fair value 371 5,880 Fair value as of December 31, 2016 $ 5,238 $ 11,380 Certain assets, including goodwill and long-lived assets, are also subject to measurement at fair value on a non-recurring basis if they are deemed to be impaired a result of an impairment review. For the years ended December 31, 2016, 2015 and 2014, no impairments were identified on those assets required to be measured at fair value on a non-recurring basis. Revenue recognition The Company derives its revenue from the following sources: Subscription and support revenue – Customers pay subscription fees for access to the Company’s SaaS platform generally for a one-year period. In more limited cases, customers may pay for up to three years in advance. Fees are based on a number of factors, including the solutions subscribed for by the customer and the number of users having access to the solutions. The first year subscription fees are typically payable within 30 days after the execution of the arrangement, and thereafter upon renewal. The Company initially records the subscription fees as deferred revenue and recognizes revenue on a straight-line basis over the term of the agreement. At any time during the subscription period, customers may increase the number of their users or subscribe for additional products. Additional user fees and additional product subscriptions are payable for the remainder of the initial or extended contract term. Subscription and support revenue also includes software revenue related to maintenance and support fees on legacy BlackLine solutions and software license and maintenance revenue on Runbook software sales as described below. Professional services – The Company offers its customers assistance in implementing its SaaS solutions and optimizing their use. Professional services include consulting and training. These services are billed on either a fixed fee or time-and-material basis. Revenues from time-and-material arrangements are recognized as services are performed and revenues from fixed fee arrangements are initially recorded as deferred revenue and recognized on a proportional performance basis as the services are performed. The Company recognizes subscription and professional services revenues when (i) persuasive evidence of an arrangement for the sale of the Company’s solutions or consulting services exists, (ii) the solutions have been made available or delivered, or services have been performed, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The timing and amount the Company recognizes as revenue is determined based on the facts and circumstances of each customer’s arrangement. Evidence of an arrangement consists of a signed customer agreement. The Company considers that delivery of a solution has commenced once it provides the customer with log-in information to access and use the solution. Fees are fixed based on stated rates specified in the customer agreement. The Company assesses collectability based on a number of factors, including the creditworthiness of the customer, review of their financial information or transaction history. If collectability is not considered reasonably assured, revenue is deferred until the fees are collected. The majority of customer arrangements include multiple deliverables, such as subscriptions to the Company’s SaaS solutions and professional services. The Company recognizes revenue in accordance with the guidance for arrangements with multiple deliverables under Accounting Standards Update (“ASU”) 2009-13, Revenue Recognition (Topic 605) – Multiple-Deliverable Revenue Arrangements – a Consensus of the Emerging Issues Task Force Software For multiple-deliverable revenue arrangements, the Company first assesses whether each deliverable has value to the customer on a standalone basis. The Company has determined that the SaaS products have standalone value because, once access is given to the customer, the solutions are fully functional and do not require any additional development, modification or customization. Professional services have standalone value because third-party partners and customers themselves can perform these services without the Company’s involvement. The performance of these professional services generally does not require highly specialized or technologically skilled individuals and the professional services are not essential to the functionality of the solutions. The Company allocates revenue among the separate non-contingent deliverables in an arrangement under the relative selling price method using the selling price hierarchy established in ASU 2009-13. This hierarchy requires the selling price of each deliverable in a multiple deliverable arrangement to be based on, in descending order, (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of fair value (“TPE”) or (iii) management’s best estimate of selling price (“BESP”). The Company is not able to determine VSOE or TPE for its deliverables because the deliverables are typically bundled and infrequently sold separately within a consistent price range. Additionally, management has determined that there are no third-party offerings reasonably comparable to the Company’s solutions. Therefore, the selling prices of subscriptions to the SaaS solutions and professional services are based on BESP. The determination of BESP requires the Company to make significant estimates and judgments. The Company considers numerous factors, including the nature of the deliverables themselves, geography, customer size and number of users, and discounting practices. The determination of BESP is made through consultation with senior management. The Company updates its estimates of BESP on an ongoing basis as events and circumstances may require. As the Company’s marketing strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in relative selling prices and BESP. The Company uses business process outsourcers (“BPOs”) and resellers to complement its direct sales and marketing efforts. The BPOs and resellers place orders with the Company after receiving an order from an end customer. The BPOs and resellers receive business terms of sale similar to those received by the Company’s direct customers, and payment to the Company is not contingent on the receipt of payment from the end customer. The BPOs and resellers negotiate pricing with the end customer and are responsible for implementation services, if any, and for certain support levels directly with the end customer. The Company recognizes revenue over the term of the arrangement for the contractual amount charged to the BPO or reseller once access to the Company’s solution has been provided to the end customer provided that the other revenue recognition criteria noted above have been met. Subscription and support revenues also include revenues associated with sales of software licenses and related support. Prior to the development of the Company’s SaaS solutions, the Company sold software licenses and post contract support related to its legacy software in accordance with ASC 985-605. The Company continues to provide post contract support for this legacy software to a limited number of customers that have not yet migrated to the SaaS solution. The Company no longer develops any new applications or functionality for the legacy software licensed to customers. On August 31, 2016, the Company acquired Runbook, a Netherlands-based provider of licensed financial close automation software and integration for SAP customers. The Company plans to migrate Runbook’s licensed products to a cloud-based platform, but the Company continues to sell Runbook’s on-premise software to existing Runbook customers and provide post-contract support and implementation services. Revenues recognized from sales of software licenses, support and implementation services related to software arrangements comprised approximately 1%, 1% and 3% of total revenues for the years ended December 31, 2016, 2015 and 2014, respectively. Taxes collected from customers are accounted for on a net basis and are excluded from revenue. Cost of revenues Cost of revenues primarily consists of costs related to hosting the Company’s cloud-based application suite, salaries and benefits of operations and support personnel, including stock-based compensation, and amortization of capitalized internal-use software costs. The Company allocates a portion of overhead, such as rent, IT costs and depreciation and amortization to cost of revenues. Costs associated with providing professional services are expensed as incurred when the services are performed. In addition, subscription and support cost of revenues includes amortization of acquired developed technology. Sales and marketing Sales and marketing expenses consist primarily of compensation and employee benefits, including stock-based compensation, of sales and marketing personnel and related sales support teams, sales and partner commissions, marketing events, advertising costs, travel, trade shows, other marketing materials, and allocated overhead. Sales and marketing expenses also include amortization of customer relationship intangible assets. Advertising costs are expensed as incurred and totaled $4.2 million, $3.0 million and $1.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. Deferred sales commissions Deferred sales commissions are the incremental costs that are directly associated with non-cancelable subscription contracts with customers and consist of sales commissions paid to the Company’s direct sales force and third-party partners. The commissions are deferred and amortized over the non-cancelable terms of the related customer contracts, which are typically one year in duration. The commission payments are paid in full the month after the customer’s service commences. The deferred commission amounts are recoverable through the future revenue streams under the non-cancelable customer contracts. The Company believes this is the preferable method of accounting as the sales commission charges are so closely related to the revenue from the non-cancelable customer contracts and accordingly, should be recorded as an asset and charged to expense over the same period that the subscription revenue is recognized. Amortization of deferred sales commissions is included in sales and marketing in the accompanying consolidated statements of operations. As of December 31, 2016 and 2015, deferred commission costs, net of accumulated amortization were $9.7 million and $6.2 million, respectively. Amortization of commission costs was $13.2 Research and development Research and development expenses are comprised primarily of salaries, benefits and stock-based compensation associated with the Company’s engineering, product and quality assurance personnel. Research and development expenses also include third-party contractors and supplies and allocated overhead. Other than software development costs that qualify for capitalization, as discussed above, research and development costs are expensed as incurred. General and administrative General and administrative expenses consist primarily of personnel costs associated with the Company’s executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional services fees, other corporate-related expenses and allocated overhead. General and administrative expenses also include amortization of covenant not to compete and tradename intangible assets, the change in value of the contingent consideration and acquisition-related costs of business combinations. Stock-based compensation The Company accounts for stock-based compensation awards granted to employees and directors based on the awards’ estimated grant date fair value. The Company estimates the fair value of its stock options using the Black-Scholes option-pricing model. For awards that vest solely based on continued service (“service-only vesting conditions”), the resulting fair value, net of estimated forfeitures, is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for the award, usually the vesting period, which is generally four years. The Company recognizes the fair value of stock options which contain performance conditions based upon the probability of the performance conditions being met, net of estimated forfeitures, using the graded vesting method. Estimated forfeitures are based upon the Company’s historical experience and the Company revises its estimates, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. Determining the grant date fair value of options using the Black-Scholes option-pricing model requires management to make assumptions and judgments. These estimates involve inherent uncertainties and, if different assumptions had be |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 3—Property and equipment Property and equipment consisted of the following at December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Computers and equipment $ 3,287 $ 2,173 Purchased software 3,829 2,501 Furniture and fixtures 1,725 1,852 Leasehold improvements 6,888 7,670 Construction in progress 523 1,274 16,252 15,470 Less: accumulated depreciation (4,934 ) (3,051 ) $ 11,318 $ 12,419 Depreciation expense was $3.1 million, $1.8 million and $1.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. Software and construction in progress includes assets held under capital lease of $1.6 million as of December 31, 2016 and 2015, reduced by related accumulated amortization thereon of $0.4 million and $0.1 million, respectively. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination | Note 4 – Business combination On August 31, 2016, the Company acquired all the issued and outstanding capital stock of Runbook, a Netherlands-based provider of financial close automation software and integration solutions for SAP. The purpose of the acquisition was to enhance the Company’s position as a leading provider of software solutions to automate the financial close process for SAP customers and supports the Company’s European expansion strategy. The acquisition has been accounted for as a business combination under GAAP. The total purchase consideration was approximately $34.1 million, subject to a final working capital adjustment, which was paid in cash. Upon the finalization of the working capital adjustment, the amount of the purchase price allocated to goodwill may change. A portion of the purchase price totaling $3.1 million, was paid into escrow for indemnification obligations relating to potential breach of representations and warranties of the sellers and any amounts remaining in escrow after satisfaction of any resolved claims, will be released from escrow on the one-year anniversary of the acquisition. Acquisition-related costs incurred by the Company of approximately $1.6 million were expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition (in thousands): Total cash consideration to selling shareholders $ 34,052 Assets acquired and liabilities assumed Cash and cash equivalents 2,564 Accounts receivable 2,518 Prepaid expenses and other current assets 718 Property and equipment 427 Intangible assets 9,790 Accounts payable (285 ) Accrued expenses and other current liabilities (376 ) Deferred revenue (501 ) Net deferred income tax liabilities (2,787 ) Net assets 12,068 Goodwill $ 21,984 The Company believes the amount of goodwill resulting from the acquisition is primarily attributable to expected synergies from assembled workforce, an increase in development capabilities, increased offerings to customers, and enhanced opportunities for growth and innovation. The goodwill resulting from the acquisition is not tax deductible. To determine the estimated fair value of intangible assets acquired, the Company engaged a third-party valuation specialist to assist management. The fair value measurements of the intangible assets were based primarily on significant unobservable inputs and thus represent a Level 3 measurement as defined in ASC 820. The acquired intangible asset categories, fair value and amortization periods, were as follows: Amortization Period Fair Value (in thousands) Trade name 1 year $ 20 Developed technology 8 years 5,710 Non-compete agreements 2 years 180 Customer relationships 10 years 3,880 $ 9,790 The weighted average lives of intangible assets at the acquisition date was 8.7 years. Unaudited Pro forma information The following table presents the Company’s unaudited pro forma information for the years ended December 31, 2016 and 2015 as if the acquisition occurred on January 1, 2015 (in thousands): Year Ended December 31, 2016 2015 Pro forma total revenues $ 128,196 $ 88,303 Pro forma net loss (39,000 ) (28,161 ) Pro forma net loss per share, basic and diluted (0.92 ) (0.69 ) The pro forma results reflect certain adjustments for the depreciation and amortization of the fair values of the intangible assets acquired, adjustments to revenue resulting from the fair value adjustment to deferred revenue, acquisition-related costs, and related tax adjustments. Such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the date indicated, nor is it indicative of the future operating results of the Company. The total amount of Runbook revenue and net loss included in the Company’s consolidated results of operations from the date of acquisition to December 31, 2016 was $0.8 million and $1.7 million, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 5—Intangible assets and Goodwill The carrying value of intangible assets as of December 31, 2016 and 2015 was as follows (in thousands): December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name $ 15,977 $ (5,361 ) $ 10,616 Developed technology 42,558 (20,694 ) 21,864 Non-compete agreements 4,520 (2,924 ) 1,596 Customer relationships 31,783 (11,741 ) 20,042 $ 94,838 $ (40,720 ) $ 54,118 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name $ 15,964 $ (3,727 ) $ 12,237 Developed technology 36,844 (14,326 ) 22,518 Non-compete agreements 4,341 (2,026 ) 2,315 Customer relationships 27,894 (8,136 ) 19,758 $ 85,043 $ (28,215 ) $ 56,828 Amortization expense is included in the following functional statement of operations expense categories. Amortization expense was as follows (in thousands): Year ended December 31, 2016 2015 2014 Cost of revenue $ 6,368 $ 6,139 $ 6,139 Sales and marketing 3,605 3,487 3,487 General and administrative 2,532 2,466 2,466 $ 12,505 $ 12,092 $ 12,092 The following table presents the Company’s estimate of remaining amortization expense for each of the five succeeding fiscal years and thereafter for finite-lived intangible assets at December 31, 2016 (in thousands): 2017 $ 13,285 2018 12,966 2019 10,280 2020 6,187 2021 5,024 Thereafter 6,376 $ 54,118 The change in the carrying amount of goodwill is as follows (in thousands): Goodwill as of December 31, 2014 $ 163,154 Activity during fiscal 2015 — Goodwill as of December 31, 2015 163,154 Acquisition of Runbook 21,984 Goodwill as of December 31, 2016 $ 185,138 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 6—Accrued expenses and other current liabilities At December 31, 2016 and 2015, accrued expenses and other current liabilities were comprised of the following (in thousands): December 31, 2016 2015 Accrued salary and employee benefits $ 11,589 $ 9,716 Accrued income and other taxes payable 1,553 1,047 Short-term portion of capital lease 992 558 Accrued commissions to third party partners 2,081 2,305 Accrued initial public offering costs 110 419 Accrued professional services costs 454 16 Other accrued expenses 2,152 951 $ 18,931 $ 15,012 |
Term Loan
Term Loan | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Term Loan | Note 7—Term Loan In September 2013, the Company entered into a $25 million term loan agreement (the “Term Loan”). The Term Loan had a term of five years and expired and was repayable on September 25, 2018. The Term Loan bore interest at (i) the greater of LIBOR or 1.5% plus (ii) 8%. In March 2016 and August 2016, the Company amended its credit facility to add an additional $5.0 million term loan (the “2016 Incremental Term Loan”) and to add an additional $30 million term loan (the “2016 Acquisition Term Loan”), respectively. Both the 2016 Incremental Term Loan and the 2016 Acquisition Term Loan had similar terms and conditions to the original Term Loan, and both were subject to prepayment penalties if the Company elected to repay the loans before the expiration date. The term loans bore interest at a rate of 9.5% per annum. Under the provisions of each term loan, the Company had the option to pay interest in varying amounts in cash or in payment in kind. For the years ended December 31, 2016, 2015 and 2014, interest of $1.8 million, $2.1 million and $2.0 million, respectively, was paid in kind, thereby increasing the outstanding principal. Interest paid in kind was due and payable at maturity of each term loan. In November 2016, the Company repaid in full all outstanding debt under the Company’s credit facility and terminated the agreement, as amended. In connection with the termination of the agreement, the Company paid a total of approximately $67.7 million, which included principal, accrued interest, paid in kind interest, and prepayment penalties. Prepayment penalties of $0.7 million were expensed to interest expense in November 2016 upon repayment and termination of the credit facility. Upon the termination of the credit facility, accumulated paid in kind interest of $6.4 million was repaid and has been classified in cash flows from operating activities. The Company incurred $1.1 million, $0.2 million and $0.5 million in transaction costs and fees payable to the lender related to the issuance of the Term Loan, the 2016 Incremental Term Loan, and the 2016 Acquisition Term Loan, respectively. These amounts, net of amortization, had been presented as a discount against the carrying amount of the term loans. In November 2016, in connection with the repayment of the Company’s term loans and termination of its credit facility, the Company expensed the remaining unamortized debt issuance costs of $1.1 million to interest expense in the accompanying consolidated statements of operations. In conjunction with Term Loan, the Company issued warrants to purchase 499,999 shares of common stock at an exercise price per share of $5.00. The warrants are exercisable at any time by the holder and expire upon the earlier of ten years from the issuance date or the sale of the Company. At December 31, 2016, the warrants remain outstanding. The carrying value of the Term Loan was reduced by the fair value of the warrants at issuance of $1.4 million. The resulting debt discount was being amortized over the term of the debt on a straight-line basis which approximates the effective interest method. The amortization of the debt discount was recorded in interest expense in the consolidated statements of operations. In November 2016, in connection with the repayment of the Company’s term loans and termination of its credit facility, the Company expensed the remaining unamortized debt issuance costs associated with the issuance of the warrants of $0.5 million to interest expense in the consolidated statements of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8—Income taxes The components of income (loss) before income taxes for the years ended December 31, 2016, 2015 and 2014 were as follows (in thousands): Year ended December 31, 2016 2015 2014 United States $ (45,123 ) $ (39,350 ) $ (25,387 ) International (623 ) 903 461 $ (45,746 ) $ (38,447 ) $ (24,926 ) The components of the total benefit from income taxes for the years ended December 31, 2016, 2015 and 2014 were as follows (in thousands): Year ended December 31, 2016 2015 2014 Current Federal $ — $ — $ — State 5 7 1 International 840 221 108 Total current tax expense 845 228 109 Deferred Federal (6,086 ) (12,468 ) (7,111 ) State (202 ) (1,473 ) (1,172 ) International (1,144 ) — — Total deferred tax benefit (7,432 ) (13,941 ) (8,283 ) Total benefit from income taxes $ (6,587 ) $ (13,713 ) $ (8,174 ) A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2016, 2015 and 2014 was as follows: Year ended December 31, 2016 2015 2014 Federal statutory income tax rate 34.0 % 34.0 % 34.0 % State tax, net of federal benefit 3.0 % 4.0 % 3.1 % Federal tax credits 1.2 % 1.1 % 0.6 % Change in valuation allowance (16.5 %) (2.3 %) — Common stock warrants (4.4 %) (0.4 %) (5.0 %) Other (2.9 %) (0.7 %) 0.1 % 14.4 % 35.7 % 32.8 % Significant components of the Company’s deferred tax assets and liabilities at December 31, 2016 and 2015 were as follows (in thousands): Year ended December 31, 2016 2015 Deferred tax assets Accrued expenses and other current liabilities $ 1,065 $ 1,147 Business credits 2,913 1,962 Stock-based compensation 4,393 2,488 Net operating loss carryover 21,151 13,586 Other 1,253 358 Total deferred tax assets 30,775 19,541 Less: valuation allowance (8,489 ) (887 ) Deferred tax assets, net of valuation allowance 22,286 18,654 Deferred tax liabilities Property and equipment (1,250 ) (1,473 ) Common stock warrants — (63 ) Intangible assets (20,439 ) (21,800 ) Prepaid expenses (1,859 ) (1,225 ) Total deferred tax liabilities (23,548 ) (24,561 ) Net deferred taxes $ (1,262 ) $ (5,907 ) ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is "more likely than not." A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. Realization of future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. For financial reporting purposes, the Company has incurred losses for each of the past three years. Based on available objective evidence, including the company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided a valuation allowance against its federal and state deferred tax assets. The Company’s foreign tax jurisdictions were in a net deferred tax liability position as of December 31, 2016. The change in the valuation allowance for the years ended December 31, 2016 and 2015 was as follows (in thousands). There was no valuation allowance for the year ended December 31, 2014. December 31, 2016 2016 2015 Valuation allowance, at beginning of year $ 887 $ — Increase in valuation allowance 7,602 887 Valuation allowance, at end of year $ 8,489 $ 887 The Company did not provide for United States income taxes on the undistributed earnings and other outside temporary differences of foreign subsidiaries as they are considered indefinitely reinvested outside the United States. As of December 31, 2016 and 2015 the amount of temporary differences related to undistributed earnings and other outside temporary differences upon which United States income taxes have not been provided is immaterial to these consolidated financial statements. As of December 31, 2016, the Company had consolidated federal and state net operating loss carryforwards available to offset future taxable income of approximately $94.7 million and $90.9 million, respectively. The federal losses will begin to expire in 2033, and the state losses will begin to expire between 2023 and 2033, depending on the jurisdiction. The Company has federal research and development credits and foreign tax credits of $1.1 million and $0.6 million, respectively, which begin to expire on 2033 and 2023, respectively. The Company has state research and development credits and enterprise zone credits of $1.8 million and $0.6 million, respectively, which are indefinite in expiration and begin to expire by 2023, respectively. Pursuant to Internal Revenue Code Section 382, use of the Company’s net operating loss carryforwards may be limited if the Company experiences a cumulative change in ownership of more than 50% over a three-year period. At December 31, 2016, $36.7 million of net operating losses related to tax benefits for stock-based compensation resulting from gains that certain individual option holders experienced from the exercise are not included in the deferred tax assets. The following is a roll forward of the Company’s total gross unrecognized tax benefits (in thousands): Total Gross unrecognized tax benefits, December 31, 2013 $ 153 Increase related to positions taken in the year ended December 31, 2014 35 Total gross unrecognized tax benefits, December 31, 2014 188 Increase related to positions taken in the year ended December 31, 2015 90 Total gross unrecognized tax benefits, December 31, 2015 278 Increase related to positions taken in the year ended December 31, 2016 104 Total gross unrecognized tax benefits, December 31, 2016 $ 382 As of December 31, 2016, The Company files U.S. federal, various state and foreign income tax returns. In the normal course of business, the Company is subject to examination by taxing authorities. The tax years 2013, 2014, and 2015 remain subject to examination for federal purposes. Generally, state and foreign tax authorities may examine the Company’s tax returns for four years and five years, respectively, from the date an income tax return is filed. However, the taxing authorities may continue to adjust the Company’s federal and state net operating loss carryforwards until the statute of limitations closes on the tax years in which the federal and state net operating losses are utilized. The consolidated federal tax filings are under examination by the Internal Revenue Service for the 2014 tax year. The Company does not anticipate any material adjustments as a result of the examination. While it is often difficult to predict the outcome or the timing or resolution of any particular tax position, the Company believes no reserves for income taxes are necessary as a result of this audit. The Company does not anticipate either material changes in the total amount or composition of its unrecognized tax benefits within 12 months of the reporting date. |
Contingent Consideration
Contingent Consideration | 12 Months Ended |
Dec. 31, 2016 | |
Business Combination Contingent Consideration Arrangements [Abstract] | |
Contingent Consideration | Note 9—Contingent consideration On September 3, 2013, the Company acquired BlackLine Systems, Inc. Under the terms of the acquisition agreement, BlackLine Systems, Inc.’s option holders were allowed to cancel their stock option rights and receive a cash payment equal to the amount of calculated gain (less applicable expense and other items) had they exercised their stock options and then sold their common shares as part of the acquisition. As a condition of the acquisition, the Company is required to pay additional cash consideration to certain equity holders if the Company realizes a tax benefit from the use of net operating losses generated from the stock option exercises concurrent with the acquisition. The maximum contingent cash consideration to be distributed is $8.0 million. The fair value of the contingent consideration was $5.2 million and $4.9 million as of December 31, 2016 and 2015, respectively. See Note 2—Significant accounting policies—Fair value of financial instruments for additional information regarding the valuation of the contingent consideration. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 10—Commitments and contingencies Operating leases —The Company has various non-cancelable operating leases for its corporate and international offices. These leases expire at various times through 2023. Certain lease agreements contain renewal options, rent abatement and escalation clauses. The Company recognizes rent expense on a straight-line basis over the lease term, commencing when the Company takes possession of the property. Certain of the Company’s office leases entitle the Company to receive a tenant allowance from the landlord. The Company records tenant allowances as a deferred rent credit, which the Company amortizes on a straight-line basis, as a reduction of rent expense, over the term of the underlying lease. Total rent expense under the operating leases was approximately $2.9 million, $2.5 million and $1.8 million for the years ended December 31, 2016, 2015 and 2014, respectively. Future minimum lease payments under non-cancelable operating leases are as follows for the years ended December 31 (in thousands): 2017 $ 3,830 2018 2,616 2019 2,232 2020 1,963 2021 1,831 Thereafter 2,122 $ 14,594 Capital leases —The Company leases computer software from various parties under capital lease agreements. Outstanding principal payments under capital lease obligations were $1.0 million as of December 31, 2016, which is payable in full in 2017. Litigation —From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. The Company is not currently a party to any legal proceedings, nor is it aware of any pending or threatened litigation, that would have a material adverse effect on the Company’s business, operating results, cash flows, or financial condition should such litigation be resolved unfavorably. Indemnification —In the ordinary course of business, the Company may provide indemnification of varying scope and terms to customers, vendors, investors, directors, and officers with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has it been sued in connection with these indemnification arrangements. As of December 31, 2016 and 2015, the Company has not accrued a liability for these indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements was not probable or reasonably estimable. |
Capitalization
Capitalization | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Capitalization | Note 11—Capitalization As of December 31, 2016, the authorized capital stock of the Company consisted of 500 million shares of common stock and 50 million shares of preferred stock. No shares of preferred stock are issued and outstanding at December 31, 2016. The board of directors can determine the voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of the preferred stock As of December 31, 2016, the Company had reserved for issuance 7.1 million shares of common stock from its available but unissued authorized shares, consisting of 5.9 million shares issuable upon the exercise of stock options under the Company’s 2014 and 2016 Equity Incentive plans, 0.7 million shares issuable upon the exercise of performance-based stock options, and warrants to purchase 0.5 million shares of common stock. On January 14, 2016, the board of directors approved the retirement of 47,000 shares of treasury stock. In September 2016, the Company raised gross proceeds of $3.1 million from the sale of 192,187 shares of common stock to former Runbook employees. On November 2, 2016, the Company completed its initial public offering in which it issued and sold 9,890,000 shares of its common stock, which included the exercise in full of the underwriters’ option to purchase an additional 1,290,000 shares at an initial offering price of $17.00 per share. The Company received proceeds from the offering of approximately $151.9 million after deducting underwriting discounts and commissions and other offering expenses. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Options | Note 12—Stock options 2014 and 2016 Plans On March 3, 2014, the Company adopted the 2014 Stock Incentive Plan (the “2014 Plan”). In November 2016, upon the completion of the Company’s initial public offering, the Company adopted the 2016 Equity Incentive Plan (the “2016 Plan”) and determined that it will no longer grant any additional awards under the 2014 Plan. However, the 2014 Plan continues to govern the terms and conditions of the outstanding awards previously granted under the 2014 plan. Upon the adoption of the 2016 Plan, the maximum number of shares issuable was 6.2 million, plus a number of shares equal to the number of shares subject to outstanding awards granted under the 2014 Plan after the date the 2014 Plan is terminated without having been exercised in full. The Company’s board of directors may grant stock options to employees, directors and consultants under the 2016 Plan. The aggregate number of shares available under the 2016 Plan and the number of shares subject to outstanding options automatically adjusts for any changes in the Company’s outstanding common stock by reason of any recapitalization, spin-off, reorganization, reclassification, stock dividend, stock split, reverse stock split, or similar transaction. Stock options generally vest over four years and have contractual terms of ten years. As of December 31, 2016, 6,188,425 shares were available for issuance under the 2016 Plan. Stock options with service-only vesting conditions A summary of the Company’s stock option activity and related information for the year ended December 31, 2016 for awards that contain service-only vesting conditions was as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2015 5,904,376 $ 8.62 8.6 $ 37,788 Granted 1,072,920 14.65 Exercised (522,450 ) 5.84 Forfeited (580,660 ) 7.47 Outstanding at December 31, 2016 5,874,186 $ 10.09 8.0 $ 103,038 Exercisable at December 31, 2016 1,925,687 $ 7.79 7.5 $ 38,212 Vested and expected to vest at December 31, 2016 5,506,193 $ 10.05 8.0 $ 96,799 The weighted average grant date fair value per share of options granted during the years ended December 31, 2016 and 2015 that contain service only vesting conditions were $6.78 and $7.04, respectively. The aggregate intrinsic value of options exercised that contain service only vesting conditions during the years ended December 31, 2016 and 2015 were $4.8 million and $2.6 million, respectively. Unrecognized compensation expense relating to stock options that contain service only vesting conditions was $15.8 million at December 31, 2016, which is expected to be recognized over a weighted-average period of 2.6 years. Stock options with performance conditions In October 2016, the Company granted options to purchase 682,800 shares of common stock at an exercise price of $14.00 per share to two executive officers that vest upon meeting certain performance conditions and continued service. The performance conditions include meeting yearly cash flow targets and cumulative annual recurring revenue targets through 2019. If each yearly cash flow target is met through 2019, but the full cumulative annual recurring target through 2019 is not met, the executive officers are still able to vest in the award if an additional cash flow target for 2020 and a cumulative annual recurring revenue target through 2020 are achieved. The cash flow performance targets for each year are determined concurrently with the annual budget process and because each yearly target has not yet been set, no grant date for the options has been established. As of December 31, 2016, the Company has determined that the achievement of the performance targets is not probable and, accordingly, no stock-based compensation expense has been recorded for these awards. To the extent that the awards become probable of vesting prior to the grant date, the amount of compensation cost to be recognized will be based on the then fair value of the options. The fair value of the options will be remeasured each period until a grant date has been established. Accordingly, stock-based compensation cost, if any, to be recognized will depend on the value of the stock options when all performance conditions have been set and whether the performance conditions are probable of being achieved. Based on the Company’s stock price as of December 31, 2016, the cumulative unrecognized stock compensation cost relating to these awards is approximately $12 million. Stock-based compensation expense Stock-based compensation expense for stock option awards for the years ended December 31, 2016, 2015 and 2014 was as follows (in thousands): Year ended December 31, 2016 2015 2014 Cost of revenues $ 715 $ 466 $ 249 Sales and marketing 2,490 2,418 1,059 Research and development 809 588 229 General and administrative 2,512 2,025 480 $ 6,526 $ 5,497 $ 2,017 |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plan | Note 13—Defined contribution plan The Company sponsors a defined contribution retirement plan (the “Plan”) that covers substantially all domestic employees. The Company makes matching contributions of 100% of each $1 of the employee’s contribution up to the first 3% of the employee’s bi-weekly compensation and 50% of each $1 of the employee’s contribution up to the next 2% of the employee’s bi-weekly compensation. Matching contributions to the Plan totaled $2.3 million, $1.7 million and $0.9 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14—Related party transactions As of December 31, 2015, the Company accrued for costs of third party legal services incurred on behalf of Silver Lake Sumeru, ICONIQ Capital Group, L.P., another significant shareholder, and the Company’s Chief Marketing Officer relating to the Company’s initial public offering and other corporate related matters. Total amounts accrued at December 31, 2015 were $0.2 million, of which $0.1 million were expensed during 2015 and $0.1 million were included in other assets as deferred offering costs. The Company had no material related party transactions for the year ended December 31, 2016. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Geographic Information | Note 15—Geographic information Revenue by region is classified based on the country of the customer’s contracting office. The following table sets forth the Company’s revenue by geographic region (in thousands): Year ended December 31, 2016 2015 2014 United States $ 102,896 $ 71,832 $ 45,039 International 20,227 11,775 6,638 $ 123,123 $ 83,607 $ 51,677 The following table sets forth the Company’s property and equipment, net by geographic region (in thousands): December 31, 2016 2015 United States $ 10,602 $ 12,108 International 716 311 $ 11,318 $ 12,419 No countries outside the United States represented greater than 10% of total revenues. |
Unaudited Quarterly Data
Unaudited Quarterly Data | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Data | Note 16—Unaudited quarterly data The following table sets forth unaudited quarterly consolidated statements of operations data for each of the eight quarters in the period ended December 31, 2016. The Company has prepared the unaudited quarterly consolidated statements of operations data on a basis consistent with the audited annual consolidated financial statements. In the opinion of management, the financial information in this table reflects all adjustments, consisting of normal and recurring adjustments, necessary for the fair statement of this data. Quarter Ended 2016 2015 December September 30, June 30, March 31, December 31, September 30, June 30, March 31, (in thousands, except per share data) Revenues $ 35,340 $ 32,196 $ 29,026 $ 26,561 $ 24,474 $ 21,661 $ 19,425 $ 18,047 Gross profit 26,673 24,655 21,963 19,621 18,127 15,718 13,939 13,094 Net loss $ (15,664 ) $ (6,619 ) $ (7,541 ) $ (9,335 ) $ (7,207 ) $ (6,735 ) $ (6,538 ) $ (4,254 ) Net loss per share, basic and diluted $ (0.33 ) $ (0.16 ) $ (0.19 ) $ (0.23 ) $ (0.18 ) $ (0.17 ) $ (0.16 ) $ (0.11 ) |
Significant Accounting Polici25
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of consolidation and basis of presentation The Company’s consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the operating results of its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Reserve Stock Split | Reverse stock split On October 12, 2016, the Company effected a 1-for-5 reverse stock split of its outstanding common stock. All share and per share amounts for all periods presented in these consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect this reverse stock split. |
Use of Estimates | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, primarily those related to determining the best estimate of selling price (“BESP”) for separate deliverables in the Company’s subscription revenue arrangements, vendor-specific objective evidence (“VSOE”) for separate deliverables in the Company’s licensed revenue arrangements, allowance for doubtful accounts, fair value of assets and liabilities assumed in a business combination, recoverability of goodwill and long-lived assets, useful lives associated with long-lived assets, contingencies, fair value of contingent consideration, and the valuation and assumptions underlying stock-based compensation and common stock warrants. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Segments | Segments Management has determined that the Company has one operating segment. The Company’s chief executive officer, who is the Company’s chief operating decision maker, reviews financial information on a consolidated and aggregate basis, together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance. |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash includes cash held in checking and savings accounts. Cash equivalents are comprised of investments in money market mutual funds. The carrying value of cash and cash equivalents approximates fair value. |
Restricted Cash | Restricted cash Included in non-current other assets at December 31, 2016 and 2015 was cash of $ |
Investments in Marketable Securities | Investments in Marketable Securities Our marketable securities consist of commercial paper, corporate bonds, U.S. treasury bonds, and asset-backed securities. The Company classifies its marketable securities as available-for-sale at the time of purchase, and the Company reevaluates such classification as of each balance sheet date. All marketable securities are recorded at their estimated fair value, with any unrealized gains and losses reported as a component of stockholders’ equity until realized or until a determination is made that an other-than-temporary decline in market value has occurred. Impairments are considered to be other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of their cost basis. Realized gains and losses and declines in value deemed to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations. The Company classifies its investments in marketable securities in current assets as the investments are available for use, if needed, in current operations. Investments in marketable securities presented within current assets on the consolidated balance sheet as of December 31, 2016 consisted of the following: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable securities (in thousands) U.S. Treasury bonds $ 29,742 $ — $ (17 ) $ 29,725 Corporate Bonds 25,522 — (21 ) 25,501 Commercial paper 15,554 — — 15,554 Asset-backed securities 12,353 — (3 ) 12,350 $ 83,171 $ — $ (41 ) $ 83,130 Gross realized gains and losses on marketable securities and net gains and losses reclassified from accumulated other comprehensive income to earnings were not material for the year ended December 31, 2016. The Company’s marketable securities have a contractual maturity of less than 4 years. The amortized cost and fair values of marketable securities, by remaining contractual maturity, were as follows: December 31, 2016 Amortized Cost Fair Value (in thousands) Due in 1 year or less $ 49,371 $ 49,363 Due after 1 year through 4 years 33,800 33,767 $ 83,171 $ 83,130 The Company held no marketable securities during the years ended December 31, 2015 and 2014. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable are recorded at the invoiced amount, do not require collateral and do not bear interest. The Company estimates its allowance for doubtful accounts by evaluating specific accounts where information indicates the Company’s customers may have an inability to meet financial obligations, such as bankruptcy and significantly aged receivables outstanding. |
Concentration of Credit Risk and Significant Customers | Concentration of credit risk and significant customers Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash and cash equivalents, investments in marketable securities and accounts receivable. The Company maintains the majority of its cash balances with one major commercial bank in non-interest bearing accounts, which exceeds the Federal Deposit Insurance Corporation, or FDIC, federally insured limits. The Company invests its excess cash in money market mutual funds, commercial paper, corporate bonds, U.S. treasury bonds, and asset-backed securities. To date, the Company has not experienced any impairment losses on its investments. For the years ended December 31, 2016, 2015 and 2014, no single customer comprised 10% or more of the Company’s total revenues. No single customer had an accounts receivable balance of 10% or greater of total accounts receivable at December 31, 2016 and 2015. |
Property and Equipment | Property and equipment Property and equipment is stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are expensed as incurred, while renewals and betterments are capitalized. Depreciation expense is charged to operations on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives of the Company’s property and equipment are as follows: Useful Lives Machinery and equipment 3-5 years Purchased software 3-5 years Furniture and fixtures 5 years Leasehold improvements Lesser of 7 years or lease term Assets acquired under capital leases are capitalized at the present value of the related lease payments and are amortized over the shorter of the lease term or useful life of the asset. |
Capitalized Internal-Use Software Costs | Capitalized internal-use software costs The Company accounts for the costs of computer software obtained or developed for internal use in accordance with ASC 350, Intangibles—Goodwill and Other During the years ended December 31, 2016, 2015 and 2014, the Company amortized $1.8 million, $0.9 million and $0.3 million, respectively, of internal-use software development costs to subscription and support cost of revenue. As of December 31, 2016 and 2015, the accumulated amortization of internal-use software development costs was $2.9 million and $1.2 |
Business Combinations | Business combinations The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. |
Intangible Assets | Intangible assets Intangible assets primarily consist of acquired developed technology, customer relationships, trade names and non-compete agreements, which were acquired as part of the Company’s acquisitions of BlackLine Systems, Inc. in September 2013 and Runbook Company B.V. (“Runbook”) in August 2016. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the economic benefits are consumed. The estimated useful lives of the Company’s finite-lived intangible assets are as follows: Useful Lives Trade name 1-10 years Developed technology 6-8 years Non-compete agreements 2-5 years Customer relationships 8-10 years |
Impairment of Long-Lived Assets | Impairment of long-lived assets Management evaluates the recoverability of the Company’s property and equipment, finite-lived intangible assets and capitalized internal-software costs when events or changes in circumstances indicate a potential impairment exists. Events and changes in circumstances considered by the Company in determining whether the carrying value of long-lived assets may not be recoverable include, but are not limited to, significant changes in performance relative to expected operating results, significant changes in the use of the assets, significant negative industry or economic trends, and changes in the Company’s business strategy. Impairment testing is performed at an asset level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (an “asset group”). In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of the asset group. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company determined that there were no events or changes in circumstances that potentially indicated that the Company’s long-lived assets were impaired during the years ended December 31, 2016, 2015 and 2014. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company tests goodwill for impairment in accordance with the provisions of Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other ASC 350 provides that an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if an entity concludes otherwise, then it is required to perform the first of a two-step impairment test. The first step involves comparing the estimated fair value of a reporting unit with its book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the fair value of the reporting unit is less than book value, then, under the second step, the carrying amount of the goodwill is compared with its implied fair value. The estimate of implied fair value of goodwill may require valuations of certain internally-generated and unrecognized intangible assets. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. The Company has one reporting unit and it tests for goodwill impairment annually during the fourth quarter of the calendar year. At December 31, 2016, the fair value of the Company significantly exceeded the carrying value of its net assets and accordingly goodwill was not impaired. |
Deferred Rent | Deferred rent Rent expense is recorded on a straight-line basis over the term of the lease. The difference between rent expense and the cash paid under the lease agreement is recorded as deferred rent. Lease incentives, including tenant improvement allowances, are also recorded as deferred rent and amortized on a straight-line basis over the lease term. |
Debt Issued with Warrants To Purchase Common Stock | Debt issued with warrants to purchase common stock The Company issued warrants to purchase common stock in connection with its former credit facility. These warrants are a liability classified under ASC 815-40, Contracts in Entity’s Own Equity The initial carrying value of the debt was reduced by the fair value of the warrants. The resulting debt discount was amortized to interest expense over the life of the debt on a straight-line basis, which approximates the effective interest method. In November 2016, the Company repaid all outstanding debt and expensed the then-remaining unamortized debt discount to interest expense in the consolidated statements of operations. |
Fair Value of Financial Instruments | Fair value of financial instruments ASC 820, Fair Value Measurements Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: Level 1: Quoted prices in active markets for identical or similar assets and liabilities. Level 2: Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of December 31, 2016 and 2015, the carrying values of cash equivalents, accounts receivable, accounts payable, and accrued expenses, approximate fair values due to the short-term nature of such instruments. The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015, by level, within the fair value hierarchy. Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): December 31, 2016 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 18,936 $ — $ — $ 18,936 Marketable securities U.S. Treasury bonds 29,725 — — 29,725 Corporate bonds — 25,501 — 25,501 Commercial paper — 15,554 — 15,554 Asset-backed securities — 12,349 — 12,349 Total assets $ 48,661 $ 53,404 $ — $ 102,065 Liabilities Common stock warrant liability $ — $ — $ 11,380 $ 11,380 Contingent consideration — — 5,238 5,238 Total liabilities $ — $ — $ 16,618 $ 16,618 December 31, 2015 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 15,990 $ — $ — $ 15,990 Total assets 15,990 $ — $ — $ 15,990 Liabilities Common stock warrant liability $ — $ — $ 5,500 $ 5,500 Contingent consideration — — 4,867 4,867 Total liabilities $ — $ — $ 10,367 $ 10,367 Contingent consideration relating to our 2013 Acquisition (Refer to Note 9) is recorded as a liability and is measured at fair value each period, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions management believes would be made by a market participant. Management assesses these estimates on an ongoing basis as additional data impacting the assumptions becomes available. Changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within general and administrative expenses in the consolidated statements of operations. The Company determined the fair value of the contingent consideration by discounting estimated future taxable income. The significant inputs used in the fair value measurement of contingent consideration are the timing and amount of taxable income in any given period and determining an appropriate discount rate, which considers the risk associated with the forecasted taxable income. Significant changes in the estimated future taxable income and the periods in which they are generated would significantly impact the fair value of the contingent consideration liability. Warrants to purchase common stock are liability classified and are measured at fair value each period. The fair value is determined using a binomial lattice valuation model. The fair value includes significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of common stock warrants uses assumptions management believes would be made by a market participant. Management assesses these estimates on an ongoing basis as additional data impacting the assumptions becomes available. Changes in the fair value of the common stock warrant liability related to updated assumptions and estimates are recognized within other income (expense), net in the consolidated statements of operations. The significant inputs used in the fair value measurement of the common stock warrants are the estimated fair value of the Company’s common stock and, to a lesser extent, the expected stock volatility, the probability of a change in control and future stock issuances, which impact the term of the warrants. Significant increases or decreases in the estimated fair value of the Company’s common stock would significantly impact the fair value of the warrant liability. The following table summarizes the changes in the common stock warrant liability and contingent consideration liability (in thousands): Contingent Common Stock Consideration Warrant Liability Fair value as of December 31, 2013 $ 5,607 $ 1,380 Change in fair value (781 ) 3,700 Fair value as of December 31, 2014 4,826 5,080 Change in fair value 41 420 Fair value as of December 31, 2015 4,867 5,500 Change in fair value 371 5,880 Fair value as of December 31, 2016 $ 5,238 $ 11,380 Certain assets, including goodwill and long-lived assets, are also subject to measurement at fair value on a non-recurring basis if they are deemed to be impaired a result of an impairment review. For the years ended December 31, 2016, 2015 and 2014, no impairments were identified on those assets required to be measured at fair value on a non-recurring basis. |
Revenue Recognition | Revenue recognition The Company derives its revenue from the following sources: Subscription and support revenue – Customers pay subscription fees for access to the Company’s SaaS platform generally for a one-year period. In more limited cases, customers may pay for up to three years in advance. Fees are based on a number of factors, including the solutions subscribed for by the customer and the number of users having access to the solutions. The first year subscription fees are typically payable within 30 days after the execution of the arrangement, and thereafter upon renewal. The Company initially records the subscription fees as deferred revenue and recognizes revenue on a straight-line basis over the term of the agreement. At any time during the subscription period, customers may increase the number of their users or subscribe for additional products. Additional user fees and additional product subscriptions are payable for the remainder of the initial or extended contract term. Subscription and support revenue also includes software revenue related to maintenance and support fees on legacy BlackLine solutions and software license and maintenance revenue on Runbook software sales as described below. Professional services – The Company offers its customers assistance in implementing its SaaS solutions and optimizing their use. Professional services include consulting and training. These services are billed on either a fixed fee or time-and-material basis. Revenues from time-and-material arrangements are recognized as services are performed and revenues from fixed fee arrangements are initially recorded as deferred revenue and recognized on a proportional performance basis as the services are performed. The Company recognizes subscription and professional services revenues when (i) persuasive evidence of an arrangement for the sale of the Company’s solutions or consulting services exists, (ii) the solutions have been made available or delivered, or services have been performed, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The timing and amount the Company recognizes as revenue is determined based on the facts and circumstances of each customer’s arrangement. Evidence of an arrangement consists of a signed customer agreement. The Company considers that delivery of a solution has commenced once it provides the customer with log-in information to access and use the solution. Fees are fixed based on stated rates specified in the customer agreement. The Company assesses collectability based on a number of factors, including the creditworthiness of the customer, review of their financial information or transaction history. If collectability is not considered reasonably assured, revenue is deferred until the fees are collected. The majority of customer arrangements include multiple deliverables, such as subscriptions to the Company’s SaaS solutions and professional services. The Company recognizes revenue in accordance with the guidance for arrangements with multiple deliverables under Accounting Standards Update (“ASU”) 2009-13, Revenue Recognition (Topic 605) – Multiple-Deliverable Revenue Arrangements – a Consensus of the Emerging Issues Task Force Software For multiple-deliverable revenue arrangements, the Company first assesses whether each deliverable has value to the customer on a standalone basis. The Company has determined that the SaaS products have standalone value because, once access is given to the customer, the solutions are fully functional and do not require any additional development, modification or customization. Professional services have standalone value because third-party partners and customers themselves can perform these services without the Company’s involvement. The performance of these professional services generally does not require highly specialized or technologically skilled individuals and the professional services are not essential to the functionality of the solutions. The Company allocates revenue among the separate non-contingent deliverables in an arrangement under the relative selling price method using the selling price hierarchy established in ASU 2009-13. This hierarchy requires the selling price of each deliverable in a multiple deliverable arrangement to be based on, in descending order, (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of fair value (“TPE”) or (iii) management’s best estimate of selling price (“BESP”). The Company is not able to determine VSOE or TPE for its deliverables because the deliverables are typically bundled and infrequently sold separately within a consistent price range. Additionally, management has determined that there are no third-party offerings reasonably comparable to the Company’s solutions. Therefore, the selling prices of subscriptions to the SaaS solutions and professional services are based on BESP. The determination of BESP requires the Company to make significant estimates and judgments. The Company considers numerous factors, including the nature of the deliverables themselves, geography, customer size and number of users, and discounting practices. The determination of BESP is made through consultation with senior management. The Company updates its estimates of BESP on an ongoing basis as events and circumstances may require. As the Company’s marketing strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in relative selling prices and BESP. The Company uses business process outsourcers (“BPOs”) and resellers to complement its direct sales and marketing efforts. The BPOs and resellers place orders with the Company after receiving an order from an end customer. The BPOs and resellers receive business terms of sale similar to those received by the Company’s direct customers, and payment to the Company is not contingent on the receipt of payment from the end customer. The BPOs and resellers negotiate pricing with the end customer and are responsible for implementation services, if any, and for certain support levels directly with the end customer. The Company recognizes revenue over the term of the arrangement for the contractual amount charged to the BPO or reseller once access to the Company’s solution has been provided to the end customer provided that the other revenue recognition criteria noted above have been met. Subscription and support revenues also include revenues associated with sales of software licenses and related support. Prior to the development of the Company’s SaaS solutions, the Company sold software licenses and post contract support related to its legacy software in accordance with ASC 985-605. The Company continues to provide post contract support for this legacy software to a limited number of customers that have not yet migrated to the SaaS solution. The Company no longer develops any new applications or functionality for the legacy software licensed to customers. On August 31, 2016, the Company acquired Runbook, a Netherlands-based provider of licensed financial close automation software and integration for SAP customers. The Company plans to migrate Runbook’s licensed products to a cloud-based platform, but the Company continues to sell Runbook’s on-premise software to existing Runbook customers and provide post-contract support and implementation services. Revenues recognized from sales of software licenses, support and implementation services related to software arrangements comprised approximately 1%, 1% and 3% of total revenues for the years ended December 31, 2016, 2015 and 2014, respectively. Taxes collected from customers are accounted for on a net basis and are excluded from revenue. |
Cost of Revenue | Cost of revenues Cost of revenues primarily consists of costs related to hosting the Company’s cloud-based application suite, salaries and benefits of operations and support personnel, including stock-based compensation, and amortization of capitalized internal-use software costs. The Company allocates a portion of overhead, such as rent, IT costs and depreciation and amortization to cost of revenues. Costs associated with providing professional services are expensed as incurred when the services are performed. In addition, subscription and support cost of revenues includes amortization of acquired developed technology. |
Sales and Marketing | Sales and marketing Sales and marketing expenses consist primarily of compensation and employee benefits, including stock-based compensation, of sales and marketing personnel and related sales support teams, sales and partner commissions, marketing events, advertising costs, travel, trade shows, other marketing materials, and allocated overhead. Sales and marketing expenses also include amortization of customer relationship intangible assets. Advertising costs are expensed as incurred and totaled $4.2 million, $3.0 million and $1.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Deferred Sales Commissions | Deferred sales commissions Deferred sales commissions are the incremental costs that are directly associated with non-cancelable subscription contracts with customers and consist of sales commissions paid to the Company’s direct sales force and third-party partners. The commissions are deferred and amortized over the non-cancelable terms of the related customer contracts, which are typically one year in duration. The commission payments are paid in full the month after the customer’s service commences. The deferred commission amounts are recoverable through the future revenue streams under the non-cancelable customer contracts. The Company believes this is the preferable method of accounting as the sales commission charges are so closely related to the revenue from the non-cancelable customer contracts and accordingly, should be recorded as an asset and charged to expense over the same period that the subscription revenue is recognized. Amortization of deferred sales commissions is included in sales and marketing in the accompanying consolidated statements of operations. As of December 31, 2016 and 2015, deferred commission costs, net of accumulated amortization were $9.7 million and $6.2 million, respectively. Amortization of commission costs was $13.2 |
Research and Development | Research and development Research and development expenses are comprised primarily of salaries, benefits and stock-based compensation associated with the Company’s engineering, product and quality assurance personnel. Research and development expenses also include third-party contractors and supplies and allocated overhead. Other than software development costs that qualify for capitalization, as discussed above, research and development costs are expensed as incurred. |
General and Administrative | General and administrative General and administrative expenses consist primarily of personnel costs associated with the Company’s executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional services fees, other corporate-related expenses and allocated overhead. General and administrative expenses also include amortization of covenant not to compete and tradename intangible assets, the change in value of the contingent consideration and acquisition-related costs of business combinations. |
Stock-Based Compensation | Stock-based compensation The Company accounts for stock-based compensation awards granted to employees and directors based on the awards’ estimated grant date fair value. The Company estimates the fair value of its stock options using the Black-Scholes option-pricing model. For awards that vest solely based on continued service (“service-only vesting conditions”), the resulting fair value, net of estimated forfeitures, is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for the award, usually the vesting period, which is generally four years. The Company recognizes the fair value of stock options which contain performance conditions based upon the probability of the performance conditions being met, net of estimated forfeitures, using the graded vesting method. Estimated forfeitures are based upon the Company’s historical experience and the Company revises its estimates, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. Determining the grant date fair value of options using the Black-Scholes option-pricing model requires management to make assumptions and judgments. These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded. The assumptions and estimates are as follows: Value per share of the Company’s common stock . Prior to the Company’s initial public offering in October 2016, because there was no public market for the Company’s common stock, the Company’s management, with the assistance of a third-party valuation specialist, determined the fair value of the Company’s common stock at the time of the grant of stock options by considering a number of objective and subjective factors, including the Company’s actual operating and financial performance, market conditions and performance of comparable publicly-traded companies, developments and milestones in the Company, the likelihood of achieving a liquidity event and transactions involving the Company’s common stock, among other factors. The fair value of the underlying common stock was determined by the Company’s board of directors through the date of the initial public offering. The fair value of the Company’s common stock was determined in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants, Valuation of Privately Held Company Equity Securities Issued as Compensation . For awards granted subsequent to the Company’s initial public offering, the fair value of common stock is based on the closing price of the Company’s common stock, as reported on the NASDAQ, on the date of grant. Expected volatility. The Company determines the expected volatility based on historical average volatilities of similar publicly-traded companies corresponding to the expected term of the awards. Expected term. The Company determines the expected term of awards which contain service-only vesting conditions using the simplified approach, in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award, as the Company does not have sufficient historical data relating to stock option exercises. For awards granted which contain performance conditions, the Company estimates the expected term based on estimates of post-vesting employment termination behavior taking into account the life of the award. Risk-free interest rate. The risk-free interest rate is based on the United States Treasury yield curve in effect during the period the options were granted corresponding to the expected term of the awards. Estimated dividend yield. The estimated dividend yield is zero, as the Company does not currently intend to declare dividends in the foreseeable future. The following information represents the weighted average of the assumptions used in Black-Scholes option-pricing model: Year ended December 31, 2016 2015 2014 Expected term (years) 6.3 6.3 6.2 Expected volatility 47.5 % 49.6 % 54.0 % Risk free interest rate 1.4 % 1.7 % 1.9 % Expected dividends — — — |
Income Taxes | Income taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties accrued with respect to uncertain tax positions, if any, in the provision for income taxes in the consolidated statements of operations. |
Net Loss Per Share | Net loss per share Basic and diluted loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding. As the Company has net losses for the periods presented, all potentially dilutive common stock, which are comprised of stock options and warrants, are antidilutive. As of December 31, 2016 and 2015, the following potentially dilutive shares have been excluded from the calculation of diluted net loss per share attributable to common stockholders because they are anti-dilutive: December 31, 2016 2015 Options to purchase common stock 6,556,986 5,904,376 Common stock warrants 499,999 499,999 Total shares excluded from net loss per share 7,056,985 6,404,375 |
Foreign Currency | Foreign currency The Company’s foreign subsidiaries’ functional currency is the U.S. Dollar. The foreign exchange impacts of remeasuring the foreign subsidiaries’ local currency to the U.S. Dollar functional currency is recorded in general and administrative expenses, net in the Company’s consolidated statements of operations. Monetary assets and liabilities of foreign operations are remeasured at balance sheet date exchange rates, non-monetary assets and liabilities and equity are remeasured at the historical exchange rates, while results of operations are remeasured at average exchange rates in effect for the period. Foreign currency transaction gains or losses were immaterial for each period presented. |
Recently Issued Accounting Standards | Recently issued accounting standards Under the Jumpstart Our Business Startups Act, or the JOBS Act, the Company meets the definition of an emerging growth company. The Company has irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance related to revenue from contracts with customers. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The updated standard will replace all existing revenue recognition guidance under GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. In July 2015, the FASB voted to defer the effective date to January 1, 2018, with early adoption beginning January 1, 2017. In March, April, May, and December 2016, the FASB issued amendments to the new guidance relating to reporting revenue on a gross versus net basis, identifying performance obligations and licensing arrangements and other narrow scope improvements. The Company will adopt the new revenue guidance in the first quarter of 2018 though has not yet determined whether to adopt using a full retrospective or modified retrospective approach. The Company is currently assessing the impact of the new In February 2016, the FASB issued new guidance which significantly changes the accounting for leases. The new guidance requires a lessee recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. For income statement purposes, the new guidance retained a dual model, requiring leases to be classified as either operating or financing. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern similar to existing capital lease guidance. For statement of cash flow purposes, the new guidance also retained the existing dual method, where cash payments for operating leases are reflected in cash flows from operating activities and principal and interest payments for finance leases are reflected in cash flows from financing activities and cash flows from operating activities, respectively. The new guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The new guidance requires the recognition and measurement of leases at the beginning of the earliest period presented using a modified retrospective approach. The use of the modified retrospective approach allows an entity to use a number of practical expedients in the application of this new guidance. Although the Company is evaluating the impact of adopting this guidance on its consolidated financial statements, the Company expects that most of its operating lease commitments will be recognized as operating lease liabilities and right-of-use assets upon adoption of the new guidance. In March 2016, the FASB issued new guidance to simplify various aspects relating to accounting for stock-based compensation and related tax impacts, the classification of excess tax benefits on the statement of cash flows, statutory tax withholding requirements and other stock-based compensation classification matters. The guidance is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption was permitted in any interim or annual period. All of the amendments in the new guidance must be adopted in the same period. The Company is required to adopt this guidance during the first quarter ending March 31, 2017. The Company expects to adopt a policy to account for forfeitures when they occur rather than estimate a forfeiture rate. The impact of this change in policy will be recorded as an adjustment to the January 1, 2017 accumulated deficit and additional paid-in capital balances, which the Company does not expect to be material. The new standard also requires the Company to record, on a prospective basis, the income tax effects of stock-based compensation awards in the income statement as discrete items in the reporting period in which they occur, which will increase volatility in the Company’s income tax provision in the future. In addition, any previously unrecognized tax benefits will be recorded as an adjustment to accumulated deficit, subject to assessment for the need for a valuation allowance, as of January 1, 2017. The Company had $36.7 million of net operating losses related to tax benefits for stock-based compensation awards as of December 31, 2016 which were not recorded as deferred tax assets. As the Company has a full valuation allowance against its deferred tax assets, the Company does not expect this new guidance relating to recording unrecognized tax benefits on the balance sheet will have a material impact on the Company’s balance sheet upon adoption. In June 2016, the FASB issued guidance which requires that financial assets measured at amortized costs be presented at the net amount expected to be collected. This guidance amends the accounting for credit losses for available-for-sale securities and purchased financial assets with credit deterioration. This guidance is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted for any interim or annual period after December 15, 2018. The Company has not determined the impact of this guidance on its consolidated financial statements. In August 2016, the FASB issued cash flow guidance which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice, including presentation of cash flows relating to contingent consideration payments, debt prepayment and debt extinguishment costs, among other matters. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If adopted in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes the interim period. The adoption of this guidance should be applied using a retrospective transition method to each period presented, unless impracticable to do so. The Company early adopted this during the fourth quarter of 2016 and, as a result, classified debt prepayment costs of $0.7 million incurred in November 2016 upon repayment in full of its credit facility as a financing cash outflow. The adoption of this guidance had no impact on amounts previously reported in prior years or the first three quarters within 2016. In November 2016, the which requires that restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning and ending total amounts shown on the statement of cash flows. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those years, and should be applied using a retrospective transition method to each period presented. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company’s restricted cash as of December 31, 2016 and 2015 was $0.4 million and therefore, the adoption of this guidance is not expected to have a material impact on the Company’s consolidated statements of cash flows. In February 2017, the FASB issued guidance which simplifies the subsequent measurement of goodwill by no longer requiring an entity to determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under this new guidance, an entity would perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity would consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. Under the new guidance, an entity continues to have the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those years. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. |
Significant Accounting Polici26
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Investments in Marketable Securities | Investments in marketable securities presented within current assets on the consolidated balance sheet as of December 31, 2016 consisted of the following: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable securities (in thousands) U.S. Treasury bonds $ 29,742 $ — $ (17 ) $ 29,725 Corporate Bonds 25,522 — (21 ) 25,501 Commercial paper 15,554 — — 15,554 Asset-backed securities 12,353 — (3 ) 12,350 $ 83,171 $ — $ (41 ) $ 83,130 |
Summary of Amortized Cost and Fair Values of Marketable Securities, by Remaining Contractual Maturity | The amortized cost and fair values of marketable securities, by remaining contractual maturity, were as follows: December 31, 2016 Amortized Cost Fair Value (in thousands) Due in 1 year or less $ 49,371 $ 49,363 Due after 1 year through 4 years 33,800 33,767 $ 83,171 $ 83,130 |
Schedule of Estimated Useful Lives of Property and Equipment | The estimated useful lives of the Company’s property and equipment are as follows: Useful Lives Machinery and equipment 3-5 years Purchased software 3-5 years Furniture and fixtures 5 years Leasehold improvements Lesser of 7 years or lease term |
Schedule of Estimated Useful Lives of Finite-Lived Intangible Assets | The estimated useful lives of the Company’s finite-lived intangible assets are as follows: Useful Lives Trade name 1-10 years Developed technology 6-8 years Non-compete agreements 2-5 years Customer relationships 8-10 years |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015, by level, within the fair value hierarchy. Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): December 31, 2016 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 18,936 $ — $ — $ 18,936 Marketable securities U.S. Treasury bonds 29,725 — — 29,725 Corporate bonds — 25,501 — 25,501 Commercial paper — 15,554 — 15,554 Asset-backed securities — 12,349 — 12,349 Total assets $ 48,661 $ 53,404 $ — $ 102,065 Liabilities Common stock warrant liability $ — $ — $ 11,380 $ 11,380 Contingent consideration — — 5,238 5,238 Total liabilities $ — $ — $ 16,618 $ 16,618 December 31, 2015 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 15,990 $ — $ — $ 15,990 Total assets 15,990 $ — $ — $ 15,990 Liabilities Common stock warrant liability $ — $ — $ 5,500 $ 5,500 Contingent consideration — — 4,867 4,867 Total liabilities $ — $ — $ 10,367 $ 10,367 |
Summary of Changes in Common Stock Warrant Liability and Contingent Consideration Liability | The following table summarizes the changes in the common stock warrant liability and contingent consideration liability (in thousands): Contingent Common Stock Consideration Warrant Liability Fair value as of December 31, 2013 $ 5,607 $ 1,380 Change in fair value (781 ) 3,700 Fair value as of December 31, 2014 4,826 5,080 Change in fair value 41 420 Fair value as of December 31, 2015 4,867 5,500 Change in fair value 371 5,880 Fair value as of December 31, 2016 $ 5,238 $ 11,380 |
Schedule of Weighted Average Assumptions | The following information represents the weighted average of the assumptions used in Black-Scholes option-pricing model: Year ended December 31, 2016 2015 2014 Expected term (years) 6.3 6.3 6.2 Expected volatility 47.5 % 49.6 % 54.0 % Risk free interest rate 1.4 % 1.7 % 1.9 % Expected dividends — — — |
Schedule of Potentially Dilutive Shares Excluded From Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders | As of December 31, 2016 and 2015, the following potentially dilutive shares have been excluded from the calculation of diluted net loss per share attributable to common stockholders because they are anti-dilutive: December 31, 2016 2015 Options to purchase common stock 6,556,986 5,904,376 Common stock warrants 499,999 499,999 Total shares excluded from net loss per share 7,056,985 6,404,375 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Computers and equipment $ 3,287 $ 2,173 Purchased software 3,829 2,501 Furniture and fixtures 1,725 1,852 Leasehold improvements 6,888 7,670 Construction in progress 523 1,274 16,252 15,470 Less: accumulated depreciation (4,934 ) (3,051 ) $ 11,318 $ 12,419 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition (in thousands): Total cash consideration to selling shareholders $ 34,052 Assets acquired and liabilities assumed Cash and cash equivalents 2,564 Accounts receivable 2,518 Prepaid expenses and other current assets 718 Property and equipment 427 Intangible assets 9,790 Accounts payable (285 ) Accrued expenses and other current liabilities (376 ) Deferred revenue (501 ) Net deferred income tax liabilities (2,787 ) Net assets 12,068 Goodwill $ 21,984 |
Schedule of Acquired Intangible Asset Categories, Fair Value and Amortization Periods | The acquired intangible asset categories, fair value and amortization periods, were as follows: Amortization Period Fair Value (in thousands) Trade name 1 year $ 20 Developed technology 8 years 5,710 Non-compete agreements 2 years 180 Customer relationships 10 years 3,880 $ 9,790 |
Schedule of Unaudited Pro Forma Information | The following table presents the Company’s unaudited pro forma information for the years ended December 31, 2016 and 2015 as if the acquisition occurred on January 1, 2015 (in thousands): Year Ended December 31, 2016 2015 Pro forma total revenues $ 128,196 $ 88,303 Pro forma net loss (39,000 ) (28,161 ) Pro forma net loss per share, basic and diluted (0.92 ) (0.69 ) |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Carrying Value of Intangible Assets | The carrying value of intangible assets as of December 31, 2016 and 2015 was as follows (in thousands): December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name $ 15,977 $ (5,361 ) $ 10,616 Developed technology 42,558 (20,694 ) 21,864 Non-compete agreements 4,520 (2,924 ) 1,596 Customer relationships 31,783 (11,741 ) 20,042 $ 94,838 $ (40,720 ) $ 54,118 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name $ 15,964 $ (3,727 ) $ 12,237 Developed technology 36,844 (14,326 ) 22,518 Non-compete agreements 4,341 (2,026 ) 2,315 Customer relationships 27,894 (8,136 ) 19,758 $ 85,043 $ (28,215 ) $ 56,828 |
Amortization Expense by Operation Expense Categories | Amortization expense is included in the following functional statement of operations expense categories. Amortization expense was as follows (in thousands): Year ended December 31, 2016 2015 2014 Cost of revenue $ 6,368 $ 6,139 $ 6,139 Sales and marketing 3,605 3,487 3,487 General and administrative 2,532 2,466 2,466 $ 12,505 $ 12,092 $ 12,092 |
Summary of Estimated Amortization Expense | The following table presents the Company’s estimate of remaining amortization expense for each of the five succeeding fiscal years and thereafter for finite-lived intangible assets at December 31, 2016 (in thousands): 2017 $ 13,285 2018 12,966 2019 10,280 2020 6,187 2021 5,024 Thereafter 6,376 $ 54,118 |
Summary of Change in Carrying Amount of Goodwill | The change in the carrying amount of goodwill is as follows (in thousands): Goodwill as of December 31, 2014 $ 163,154 Activity during fiscal 2015 — Goodwill as of December 31, 2015 163,154 Acquisition of Runbook 21,984 Goodwill as of December 31, 2016 $ 185,138 |
Accrued Expenses and Other Cu30
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | At December 31, 2016 and 2015, accrued expenses and other current liabilities were comprised of the following (in thousands): December 31, 2016 2015 Accrued salary and employee benefits $ 11,589 $ 9,716 Accrued income and other taxes payable 1,553 1,047 Short-term portion of capital lease 992 558 Accrued commissions to third party partners 2,081 2,305 Accrued initial public offering costs 110 419 Accrued professional services costs 454 16 Other accrued expenses 2,152 951 $ 18,931 $ 15,012 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Components of Income (Loss) Before Income Taxes | The components of income (loss) before income taxes for the years ended December 31, 2016, 2015 and 2014 were as follows (in thousands): Year ended December 31, 2016 2015 2014 United States $ (45,123 ) $ (39,350 ) $ (25,387 ) International (623 ) 903 461 $ (45,746 ) $ (38,447 ) $ (24,926 ) |
Components of Total Benefit from Income Taxes | The components of the total benefit from income taxes for the years ended December 31, 2016, 2015 and 2014 were as follows (in thousands): Year ended December 31, 2016 2015 2014 Current Federal $ — $ — $ — State 5 7 1 International 840 221 108 Total current tax expense 845 228 109 Deferred Federal (6,086 ) (12,468 ) (7,111 ) State (202 ) (1,473 ) (1,172 ) International (1,144 ) — — Total deferred tax benefit (7,432 ) (13,941 ) (8,283 ) Total benefit from income taxes $ (6,587 ) $ (13,713 ) $ (8,174 ) |
Reconciliation of Statutory U.S. Federal Tax Rate to Effective Tax Rate | A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2016, 2015 and 2014 was as follows: Year ended December 31, 2016 2015 2014 Federal statutory income tax rate 34.0 % 34.0 % 34.0 % State tax, net of federal benefit 3.0 % 4.0 % 3.1 % Federal tax credits 1.2 % 1.1 % 0.6 % Change in valuation allowance (16.5 %) (2.3 %) — Common stock warrants (4.4 %) (0.4 %) (5.0 %) Other (2.9 %) (0.7 %) 0.1 % 14.4 % 35.7 % 32.8 % |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities at December 31, 2016 and 2015 were as follows (in thousands): Year ended December 31, 2016 2015 Deferred tax assets Accrued expenses and other current liabilities $ 1,065 $ 1,147 Business credits 2,913 1,962 Stock-based compensation 4,393 2,488 Net operating loss carryover 21,151 13,586 Other 1,253 358 Total deferred tax assets 30,775 19,541 Less: valuation allowance (8,489 ) (887 ) Deferred tax assets, net of valuation allowance 22,286 18,654 Deferred tax liabilities Property and equipment (1,250 ) (1,473 ) Common stock warrants — (63 ) Intangible assets (20,439 ) (21,800 ) Prepaid expenses (1,859 ) (1,225 ) Total deferred tax liabilities (23,548 ) (24,561 ) Net deferred taxes $ (1,262 ) $ (5,907 ) |
Summary of Change in Valuation Allowance | The change in the valuation allowance for the years ended December 31, 2016 and 2015 was as follows (in thousands). There was no valuation allowance for the year ended December 31, 2014. December 31, 2016 2016 2015 Valuation allowance, at beginning of year $ 887 $ — Increase in valuation allowance 7,602 887 Valuation allowance, at end of year $ 8,489 $ 887 |
Roll Forward of Total Gross Unrecognized Tax Benefits | The following is a roll forward of the Company’s total gross unrecognized tax benefits (in thousands): Total Gross unrecognized tax benefits, December 31, 2013 $ 153 Increase related to positions taken in the year ended December 31, 2014 35 Total gross unrecognized tax benefits, December 31, 2014 188 Increase related to positions taken in the year ended December 31, 2015 90 Total gross unrecognized tax benefits, December 31, 2015 278 Increase related to positions taken in the year ended December 31, 2016 104 Total gross unrecognized tax benefits, December 31, 2016 $ 382 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases | Future minimum lease payments under non-cancelable operating leases are as follows for the years ended December 31 (in thousands): 2017 $ 3,830 2018 2,616 2019 2,232 2020 1,963 2021 1,831 Thereafter 2,122 $ 14,594 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | A summary of the Company’s stock option activity and related information for the year ended December 31, 2016 for awards that contain service-only vesting conditions was as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2015 5,904,376 $ 8.62 8.6 $ 37,788 Granted 1,072,920 14.65 Exercised (522,450 ) 5.84 Forfeited (580,660 ) 7.47 Outstanding at December 31, 2016 5,874,186 $ 10.09 8.0 $ 103,038 Exercisable at December 31, 2016 1,925,687 $ 7.79 7.5 $ 38,212 Vested and expected to vest at December 31, 2016 5,506,193 $ 10.05 8.0 $ 96,799 |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense for stock option awards for the years ended December 31, 2016, 2015 and 2014 was as follows (in thousands): Year ended December 31, 2016 2015 2014 Cost of revenues $ 715 $ 466 $ 249 Sales and marketing 2,490 2,418 1,059 Research and development 809 588 229 General and administrative 2,512 2,025 480 $ 6,526 $ 5,497 $ 2,017 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographic Region | The following table sets forth the Company’s revenue by geographic region (in thousands): Year ended December 31, 2016 2015 2014 United States $ 102,896 $ 71,832 $ 45,039 International 20,227 11,775 6,638 $ 123,123 $ 83,607 $ 51,677 |
Schedule of Property and Equipment, Net by Geographic Region | The following table sets forth the Company’s property and equipment, net by geographic region (in thousands): December 31, 2016 2015 United States $ 10,602 $ 12,108 International 716 311 $ 11,318 $ 12,419 |
Unaudited Quarterly Data (Table
Unaudited Quarterly Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Unaudited Quarterly Consolidated Statements of Operations | The following table sets forth unaudited quarterly consolidated statements of operations data for each of the eight quarters in the period ended December 31, 2016. The Company has prepared the unaudited quarterly consolidated statements of operations data on a basis consistent with the audited annual consolidated financial statements. In the opinion of management, the financial information in this table reflects all adjustments, consisting of normal and recurring adjustments, necessary for the fair statement of this data. Quarter Ended 2016 2015 December September 30, June 30, March 31, December 31, September 30, June 30, March 31, (in thousands, except per share data) Revenues $ 35,340 $ 32,196 $ 29,026 $ 26,561 $ 24,474 $ 21,661 $ 19,425 $ 18,047 Gross profit 26,673 24,655 21,963 19,621 18,127 15,718 13,939 13,094 Net loss $ (15,664 ) $ (6,619 ) $ (7,541 ) $ (9,335 ) $ (7,207 ) $ (6,735 ) $ (6,538 ) $ (4,254 ) Net loss per share, basic and diluted $ (0.33 ) $ (0.16 ) $ (0.19 ) $ (0.23 ) $ (0.18 ) $ (0.17 ) $ (0.16 ) $ (0.11 ) |
Significant Accounting Polici36
Significant Accounting Policies - Additional Information (Details) | Oct. 12, 2016 | Dec. 31, 2016USD ($)Repoting_unit | Dec. 31, 2016USD ($)SegmentCustomer | Dec. 31, 2015USD ($)Customer | Dec. 31, 2014USD ($)Customer |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||
Reverse stock split description | 1-for-5 reverse stock split | ||||
Reverse stock split ratio | 0.2 | ||||
Number of operating segments | Segment | 1 | ||||
Restricted cash, noncurrent | $ 400,000 | $ 400,000 | $ 400,000 | ||
Marketable securities | 83,130,000 | 83,130,000 | 0 | $ 0 | |
Capitalized computer software, amortization | 1,800,000 | 900,000 | 300,000 | ||
Capitalized computer software, accumulated amortization | $ 2,900,000 | 2,900,000 | 1,200,000 | ||
Number of Reporting Units | Repoting_unit | 1 | ||||
Asset impairment charges | $ 0 | 0 | 0 | ||
Subscription fees payable, description | Customers pay subscription fees for access to the Company’s SaaS platform generally for a one-year period. In more limited cases, customers may pay for up to three years in advance. Fees are based on a number of factors, including the solutions subscribed for by the customer and the number of users having access to the solutions. The first year subscription fees are typically payable within 30 days after the execution of the arrangement, and thereafter upon renewal. | ||||
SaaS platform subscription fee, period | 1 year | ||||
SaaS platform subscription fee, maximum advance period | 3 years | ||||
Advertising cost expense | $ 4,200,000 | 3,000,000 | 1,500,000 | ||
Deferred sales commissions | $ 9,667,000 | 9,667,000 | 6,246,000 | ||
Amortization of commissions cost | $ 13,200,000 | 7,300,000 | 2,500,000 | ||
Stock-based compensation award vesting period | 4 years | ||||
Adjustments for New Accounting Pronouncement | |||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||
Net operating losses related to tax benefits for stock-based compensation awards | $ 36,700,000 | ||||
New Accounting Pronouncement, Early Adoption, Effect | |||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||
Debt prepayment costs | 700,000 | 0 | $ 0 | ||
Restricted cash | $ 400,000 | $ 400,000 | $ 400,000 | ||
Computer Software Development Costs | |||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 3 years | ||||
Revenues | |||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||
Number of single customers comprising 10% or more | Customer | 0 | 0 | 0 | ||
Accounts Receivable | |||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||
Number of single customers comprising 10% or more | Customer | 0 | 0 | |||
Sales Revenue Net | Software Licenses, Support and Implementation Services | |||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||
Percentage of revenue | 1.00% | 1.00% | 3.00% | ||
Maximum | |||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||
Marketable securities contractual maturity period | 4 years |
Significant Accounting Polici37
Significant Accounting Policies - Schedule of Investments in Marketable Securities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Finite Lived Intangible Assets [Line Items] | |||
Amortized Cost | $ 83,171,000 | ||
Gross Unrealized Losses | (41,000) | ||
Fair Value | 83,130,000 | $ 0 | $ 0 |
U.S. Treasury bonds | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortized Cost | 29,742,000 | ||
Gross Unrealized Losses | (17,000) | ||
Fair Value | 29,725,000 | ||
Corporate Bonds | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortized Cost | 25,522,000 | ||
Gross Unrealized Losses | (21,000) | ||
Fair Value | 25,501,000 | ||
Commercial paper | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortized Cost | 15,554,000 | ||
Fair Value | 15,554,000 | ||
Asset-backed Securities | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortized Cost | 12,353,000 | ||
Gross Unrealized Losses | (3,000) | ||
Fair Value | $ 12,350,000 |
Significant Accounting Polici38
Significant Accounting Policies - Summary of Amortized Cost and Fair Values of Marketable Securities, by Remaining Contractual Maturity (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Accounting Policies [Abstract] | |
Due in 1 year or less, Amortized Cost | $ 49,371 |
Due after 1 year through 4 years, Amortized Cost | 33,800 |
Amortized Cost | 83,171 |
Due in 1 year or less, Fair Value | 49,363 |
Due after 1 year through 4 years, Fair Value | 33,767 |
Total , Fair Value | $ 83,130 |
Significant Accounting Polici39
Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Machinery and equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Machinery and equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Purchased software | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Purchased software | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Furniture and fixtures | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Leasehold improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | Lesser of 7 years or lease term |
Significant Accounting Polici40
Significant Accounting Policies - Schedule of Estimated Useful Lives of Finite-Lived Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Trade name | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 1 year |
Trade name | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 10 years |
Developed technology | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 6 years |
Developed technology | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 8 years |
Non-compete agreements | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 2 years |
Non-compete agreements | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 5 years |
Customer relationships | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 8 years |
Customer relationships | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 10 years |
Significant Accounting Polici41
Significant Accounting Policies - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | $ 102,065 | $ 15,990 |
Liabilities | ||
Common stock warrant liability | 11,380 | 5,500 |
Contingent consideration | 5,238 | 4,867 |
Total liabilities | 16,618 | 10,367 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 48,661 | 15,990 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 53,404 | |
Level 3 | ||
Liabilities | ||
Common stock warrant liability | 11,380 | 5,500 |
Contingent consideration | 5,238 | 4,867 |
Total liabilities | 16,618 | 10,367 |
Money market funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 18,936 | 15,990 |
Money market funds | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 18,936 | $ 15,990 |
U.S. Treasury bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 29,725 | |
U.S. Treasury bonds | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 29,725 | |
Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 25,501 | |
Corporate Bonds | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 25,501 | |
Commercial paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 15,554 | |
Commercial paper | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 15,554 | |
Asset-backed Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 12,349 | |
Asset-backed Securities | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 12,349 |
Significant Accounting Polici42
Significant Accounting Policies - Summary of Changes in Common Stock Warrant Liability and Contingent Consideration Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Contingent Consideration | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Fair value, beginning balance | $ 4,867 | $ 4,826 | $ 5,607 |
Change in fair value | 371 | 41 | (781) |
Fair value, ending balance | 5,238 | 4,867 | 4,826 |
Common Stock Warrant Liability | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Fair value, beginning balance | 5,500 | 5,080 | 1,380 |
Change in fair value | 5,880 | 420 | 3,700 |
Fair value, ending balance | $ 11,380 | $ 5,500 | $ 5,080 |
Significant Accounting Polici43
Significant Accounting Policies - Schedule of Weighted Average Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Expected term (years) | 6 years 3 months 18 days | 6 years 3 months 18 days | 6 years 2 months 12 days |
Expected volatility | 47.50% | 49.60% | 54.00% |
Risk free interest rate | 1.40% | 1.70% | 1.90% |
Significant Accounting Polici44
Significant Accounting Policies - Schedule of Potentially Dilutive Shares Excluded From Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from net loss per share | 7,056,985 | 6,404,375 |
Options to purchase common stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from net loss per share | 6,556,986 | 5,904,376 |
Common stock warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from net loss per share | 499,999 | 499,999 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 16,252 | $ 15,470 |
Less: accumulated depreciation | (4,934) | (3,051) |
Property and equipment, net | 11,318 | 12,419 |
Computers and equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,287 | 2,173 |
Purchased software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,829 | 2,501 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,725 | 1,852 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,888 | 7,670 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 523 | $ 1,274 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant And Equipment [Line Items] | |||
Depreciation expense | $ 3.1 | $ 1.8 | $ 1.1 |
Software and Construction in Progress | |||
Property Plant And Equipment [Line Items] | |||
Assets held under capital lease | 1.6 | 1.6 | |
Assets held under capital lease, accumulated amortization | $ 0.4 | $ 0.1 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | Aug. 31, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||||||||||
Total revenues | $ 35,340 | $ 32,196 | $ 29,026 | $ 26,561 | $ 24,474 | $ 21,661 | $ 19,425 | $ 18,047 | $ 123,123 | $ 83,607 | $ 51,677 | ||
Net loss | $ 15,664 | $ 6,619 | $ 7,541 | $ 9,335 | $ 7,207 | $ 6,735 | $ 6,538 | $ 4,254 | $ 39,159 | $ 24,734 | $ 16,752 | ||
Runbook Company B.V. | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Date of acquisition | Aug. 31, 2016 | ||||||||||||
Total purchase consideration | $ 34,052 | ||||||||||||
Escrow amount | 3,100 | ||||||||||||
Escrow deposit maturity, description | Upon the finalization of the working capital adjustment, the amount of the purchase price allocated to goodwill may change. A portion of the purchase price totaling $3.1 million, was paid into escrow for indemnification obligations relating to potential breach of representations and warranties of the sellers and any amounts remaining in escrow after satisfaction of any resolved claims, will be released from escrow on the one-year anniversary of the acquisition. | ||||||||||||
Acquisition related costs | $ 1,600 | ||||||||||||
Weighted average lives of intangible assets | 8 years 8 months 12 days | ||||||||||||
Total revenues | $ 800 | ||||||||||||
Net loss | $ 1,700 |
Business Combination - Summary
Business Combination - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Aug. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Assets acquired and liabilities assumed | ||||
Goodwill | $ 185,138 | $ 163,154 | $ 163,154 | |
Runbook Company B.V. | ||||
Business Acquisition [Line Items] | ||||
Total cash consideration to selling shareholders | $ 34,052 | |||
Assets acquired and liabilities assumed | ||||
Cash and cash equivalents | 2,564 | |||
Accounts receivable | 2,518 | |||
Prepaid expenses and other current assets | 718 | |||
Property and equipment | 427 | |||
Intangible assets | 9,790 | |||
Accounts payable | (285) | |||
Accrued expenses and other current liabilities | (376) | |||
Deferred revenue | (501) | |||
Net deferred income tax liabilities | (2,787) | |||
Net assets | 12,068 | |||
Goodwill | $ 21,984 |
Business Combinations - Schedul
Business Combinations - Schedule of Acquired Intangible Asset Categories, Fair Value and Amortization Periods (Details) - Runbook Company B.V. $ in Thousands | Aug. 31, 2016USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Amortization Period | 8 years 8 months 12 days |
Fair Value | $ 9,790 |
Trade name | |
Finite Lived Intangible Assets [Line Items] | |
Amortization Period | 1 year |
Fair Value | $ 20 |
Developed technology | |
Finite Lived Intangible Assets [Line Items] | |
Amortization Period | 8 years |
Fair Value | $ 5,710 |
Non-compete agreements | |
Finite Lived Intangible Assets [Line Items] | |
Amortization Period | 2 years |
Fair Value | $ 180 |
Customer relationships | |
Finite Lived Intangible Assets [Line Items] | |
Amortization Period | 10 years |
Fair Value | $ 3,880 |
Business Combination - Schedule
Business Combination - Schedule of Unaudited Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | ||
Pro forma total revenues | $ 128,196 | $ 88,303 |
Pro forma net loss | $ (39,000) | $ (28,161) |
Pro forma net loss per share, basic and diluted | $ (0.92) | $ (0.69) |
Intangible Assets and Goodwil51
Intangible Assets and Goodwill - Summary of Carrying Value of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 94,838 | $ 85,043 |
Accumulated Amortization | (40,720) | (28,215) |
Net Carrying Amount | 54,118 | 56,828 |
Trade name | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 15,977 | 15,964 |
Accumulated Amortization | (5,361) | (3,727) |
Net Carrying Amount | 10,616 | 12,237 |
Developed technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 42,558 | 36,844 |
Accumulated Amortization | (20,694) | (14,326) |
Net Carrying Amount | 21,864 | 22,518 |
Non-compete agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,520 | 4,341 |
Accumulated Amortization | (2,924) | (2,026) |
Net Carrying Amount | 1,596 | 2,315 |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 31,783 | 27,894 |
Accumulated Amortization | (11,741) | (8,136) |
Net Carrying Amount | $ 20,042 | $ 19,758 |
Intangible Assets and Goodwil52
Intangible Assets and Goodwill - Amortization Expense by Operation Expense Categories (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite Lived Intangible Assets [Line Items] | |||
Amortization expenses | $ 12,505 | $ 12,092 | $ 12,092 |
Cost of revenue | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization expenses | 6,368 | 6,139 | 6,139 |
Sales and marketing | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization expenses | 3,605 | 3,487 | 3,487 |
General and administrative | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization expenses | $ 2,532 | $ 2,466 | $ 2,466 |
Intangible Assets and Goodwil53
Intangible Assets and Goodwill - Summary of Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 13,285 | |
2,018 | 12,966 | |
2,019 | 10,280 | |
2,020 | 6,187 | |
2,021 | 5,024 | |
Thereafter | 6,376 | |
Net Carrying Amount | $ 54,118 | $ 56,828 |
Intangible Assets and Goodwil54
Intangible Assets and Goodwill - Summary of Change in Carrying Amount of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Goodwill [Line Items] | |
Goodwill, beginning balance | $ 163,154 |
Goodwill, ending balance | 185,138 |
Runbook Company B.V. | |
Goodwill [Line Items] | |
Acquisition | $ 21,984 |
Accrued Expenses and Other Cu55
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Accrued salary and employee benefits | $ 11,589 | $ 9,716 |
Accrued income and other taxes payable | 1,553 | 1,047 |
Short-term portion of capital lease | 992 | 558 |
Accrued commissions to third party partners | 2,081 | 2,305 |
Accrued initial public offering costs | 110 | 419 |
Accrued professional services costs | 454 | 16 |
Other accrued expenses | 2,152 | 951 |
Accrued expenses and other current liabilities | $ 18,931 | $ 15,012 |
Term Loan - Additional Informat
Term Loan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Nov. 30, 2016 | Sep. 30, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2016 | Mar. 31, 2016 | |
Debt Instrument [Line Items] | |||||||
Paid in kind interest effect on outstanding debt | $ 1.8 | $ 2.1 | $ 2 | ||||
Repayments of debt | $ 67.7 | ||||||
Payments of prepayment penalties | 0.7 | ||||||
Payment of paid in kind interest | 6.4 | ||||||
Unamortized debt issuance costs charged to interest expense | 1.1 | ||||||
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Term loan amount | $ 25 | ||||||
Debt instrument, term | 5 years | ||||||
Debt instrument, repayable date | Sep. 25, 2018 | ||||||
Debt instrument, description of interest rate basis | the greater of LIBOR or 1.5% plus (ii) 8% | ||||||
Debt instrument, basis spread on interest rate | 1.50% | ||||||
Debt instrument, interest rate | 8.00% | ||||||
Transaction costs and fees payable | $ 1.1 | ||||||
Term Loan | Common stock warrants | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized debt issuance costs charged to interest expense | $ 0.5 | ||||||
Warrants issued during period | 499,999 | ||||||
Exercise price per share of warrants | $ 5 | ||||||
Expiry term of warrants exercise | ten years from the issuance date or the sale of the Company | ||||||
Reduction in term loan upon issuance of warrants | $ 1.4 | ||||||
2016 Incremental Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 9.50% | ||||||
Credit facility additional amount to carrying value | $ 5 | ||||||
Transaction costs and fees payable | $ 0.2 | ||||||
2016 Acquisition Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 9.50% | ||||||
Credit facility additional amount to carrying value | $ 30 | ||||||
Transaction costs and fees payable | $ 0.5 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (45,123) | $ (39,350) | $ (25,387) |
International | (623) | 903 | 461 |
Loss before income taxes | $ (45,746) | $ (38,447) | $ (24,926) |
Income Taxes - Components of To
Income Taxes - Components of Total Benefit from Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current | |||
State | $ 5 | $ 7 | $ 1 |
International | 840 | 221 | 108 |
Total current tax expense | 845 | 228 | 109 |
Deferred | |||
Federal | (6,086) | (12,468) | (7,111) |
State | (202) | (1,473) | (1,172) |
International | (1,144) | ||
Total deferred tax benefit | (7,432) | (13,941) | (8,283) |
Total benefit from income taxes | $ (6,587) | $ (13,713) | $ (8,174) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory U.S. Federal Tax Rate to Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | |||
Federal statutory income tax rate | 34.00% | 34.00% | 34.00% |
State tax, net of federal benefit | 3.00% | 4.00% | 3.10% |
Federal tax credits | 1.20% | 1.10% | 0.60% |
Change in valuation allowance | (16.50%) | (2.30%) | |
Common stock warrants | (4.40%) | (0.40%) | (5.00%) |
Other | (2.90%) | (0.70%) | 0.10% |
Effective tax rate | 14.40% | 35.70% | 32.80% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets | |||
Accrued expenses and other current liabilities | $ 1,065,000 | $ 1,147,000 | |
Business credits | 2,913,000 | 1,962,000 | |
Stock-based compensation | 4,393,000 | 2,488,000 | |
Net operating loss carryover | 21,151,000 | 13,586,000 | |
Other | 1,253,000 | 358,000 | |
Total deferred tax assets | 30,775,000 | 19,541,000 | |
Less: valuation allowance | (8,489,000) | (887,000) | $ 0 |
Deferred tax assets, net of valuation allowance | 22,286,000 | 18,654,000 | |
Deferred tax liabilities | |||
Property and equipment | (1,250,000) | (1,473,000) | |
Common stock warrants | (63,000) | ||
Intangible assets | (20,439,000) | (21,800,000) | |
Prepaid expenses | (1,859,000) | (1,225,000) | |
Total deferred tax liabilities | (23,548,000) | (24,561,000) | |
Net deferred taxes | $ (1,262,000) | $ (5,907,000) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Examination [Line Items] | |||
Valuation allowance | $ 8,489,000 | $ 887,000 | $ 0 |
Operating loss carryforwards, limitations on use | Pursuant to Internal Revenue Code Section 382, use of the Company’s net operating loss carryforwards may be limited if the Company experiences a cumulative change in ownership of more than 50% over a three-year period. | ||
Net operating losses carryforward related to tax benefit for stock-based compensation | $ 36,700,000 | ||
Unrecognized tax benefits, interest or penalties expense | 0 | 0 | $ 0 |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | $ 0 | |
Enterprise Zone | |||
Income Tax Examination [Line Items] | |||
Tax credits | $ 600,000 | ||
Tax credits begin to expiration year | 2,023 | ||
Federal | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards | $ 94,700,000 | ||
Operating loss carryforwards begin to expiration year | 2,033 | ||
Federal | Research and Development | |||
Income Tax Examination [Line Items] | |||
Tax credits | $ 1,100,000 | ||
Tax credits begin to expiration year | 2,033 | ||
State | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards | $ 90,900,000 | ||
Tax return period | 4 years | ||
State | Maximum | |||
Income Tax Examination [Line Items] | |||
Operating loss carryforwards begin to expiration year | 2,033 | ||
State | Minimum | |||
Income Tax Examination [Line Items] | |||
Operating loss carryforwards begin to expiration year | 2,023 | ||
State | Research and Development | |||
Income Tax Examination [Line Items] | |||
Tax credits | $ 1,800,000 | ||
Tax credits begin to expiration year | 2,023 | ||
Foreign | |||
Income Tax Examination [Line Items] | |||
Tax credits | $ 600,000 | ||
Tax credits begin to expiration year | 2,023 | ||
Tax return period | 5 years |
Income taxes - Summary of Chang
Income taxes - Summary of Change in Valuation Allowance (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation Allowance [Abstract] | ||
Valuation allowance, at beginning of year | $ 887,000 | $ 0 |
Increase in valuation allowance | 7,602,000 | 887,000 |
Valuation allowance, at end of year | $ 8,489,000 | $ 887,000 |
Income Taxes - Roll Forward of
Income Taxes - Roll Forward of Total Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Total Gross unrecognized tax benefits, Beginning balance | $ 278 | $ 188 | $ 153 |
Increase related to positions taken | 104 | 90 | 35 |
Total gross unrecognized tax benefits, Ending balance | $ 382 | $ 278 | $ 188 |
Contingent Consideration - Addi
Contingent Consideration - Additional Information (Details) - BlackLine Systems, Inc. - USD ($) $ in Millions | Sep. 03, 2013 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition Contingent Consideration [Line Items] | |||
Maximum contingent cash consideration to be distributed | $ 8 | ||
Contingent Consideration | |||
Business Acquisition Contingent Consideration [Line Items] | |||
Fair value of contingent consideration | $ 5.2 | $ 4.9 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Lease expiration year | 2,023 | ||
Rent expense under operating leases | $ 2.9 | $ 2.5 | $ 1.8 |
Outstanding principal payments under capital lease obligations | $ 1 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,017 | $ 3,830 |
2,018 | 2,616 |
2,019 | 2,232 |
2,020 | 1,963 |
2,021 | 1,831 |
Thereafter | 2,122 |
Total, Future minimum lease payments | $ 14,594 |
Capitalization - Additional Inf
Capitalization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 02, 2016 | Jan. 14, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2015 |
Capitalization [Line Items] | ||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||||
Preferred stock, shares Issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Common shares reserved for future issuance | 7,100,000 | |||||
Treasury stock shares retired | 47,000 | |||||
Proceeds from issuance of common stock | $ 3,075 | $ 5,000 | ||||
Proceeds from initial public offering, net of underwriting discounts and commissions and other offering expenses | $ 151,900 | $ 156,362 | ||||
Initial Public Offering | ||||||
Capitalization [Line Items] | ||||||
Common Stock Issuance, shares | 9,890,000 | |||||
Shares issued during period, exercise of underwriter option to purchase shares | 1,290,000 | |||||
Common stock, shares issued and sold price per share including shares issued upon exercise of underwriters overallotment | $ 17 | |||||
Runbook Company B.V. | ||||||
Capitalization [Line Items] | ||||||
Proceeds from issuance of common stock | $ 3,100 | |||||
Common Stock Issuance, shares | 192,187 | |||||
Warrants | ||||||
Capitalization [Line Items] | ||||||
Common shares reserved for future issuance | 500,000 | |||||
Stock Options | ||||||
Capitalization [Line Items] | ||||||
Common shares reserved for future issuance | 5,900,000 | |||||
Performance-based Stock Options | ||||||
Capitalization [Line Items] | ||||||
Common shares reserved for future issuance | 700,000 |
Stock Options - Additional Info
Stock Options - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2016shares | Oct. 31, 2016ExecutiveOfficer$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation award vesting period | 4 years | ||||
Common shares reserved for future issuance | 7,100,000 | ||||
Number of shares, granted | 1,072,920 | ||||
Stock-based compensation, cost | $ | $ 6,526,000 | $ 5,497,000 | $ 2,017,000 | ||
Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common shares reserved for future issuance | 5,900,000 | ||||
Weighted average grant date fair value per share, granted | $ / shares | $ 6.78 | $ 7.04 | |||
Aggregate intrinsic value, exercised | $ | $ 4,800,000 | $ 2,600,000 | |||
Unrecognized compensation expense | $ | $ 15,800,000 | ||||
Weighted-average period to recognize unrecognized compensation expense | 2 years 7 months 6 days | ||||
Number of executive officers, options granted | ExecutiveOfficer | 2 | ||||
Stock Options | Executive Officer | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ | $ 12,000,000 | ||||
Number of shares, granted | 682,800 | ||||
Exercise price of options, granted | $ / shares | $ 14 | ||||
Options vesting terms | The performance conditions include meeting yearly cash flow targets and cumulative annual recurring revenue targets through 2019. | ||||
Stock-based compensation, cost | $ | $ 0 | ||||
2016 Equity Incentive Plan | Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Maximum number of shares Issuable | 6,200,000 | ||||
Stock-based compensation award vesting period | 4 years | ||||
Stock option, contractual terms | 10 years | ||||
Common shares reserved for future issuance | 6,188,425 |
Stock Options - Summary of Stoc
Stock Options - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Shares, Outstanding at Beginning balance | 5,904,376 | |
Shares, Granted | 1,072,920 | |
Shares, Exercised | (522,450) | |
Shares, Forfeited | (580,660) | |
Shares, Outstanding at Ending balance | 5,874,186 | 5,904,376 |
Shares, Exercisable at December 31, 2016 | 1,925,687 | |
Shares, Vested and expected to vest at December 31, 2016 | 5,506,193 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted Average Exercise Price, Outstanding at Beginning balance | $ 8.62 | |
Weighted Average Exercise Price, Granted | 14.65 | |
Weighted Average Exercise Price, Exercised | 5.84 | |
Weighted Average Exercise Price, Forfeited | 7.47 | |
Weighted Average Exercise Price, Outstanding at Ending balance | 10.09 | $ 8.62 |
Weighted Average Exercise Price, Exercisable at December 31, 2016 | 7.79 | |
Weighted Average Exercise Price, Vested and expected to vest at December 31, 2016 | $ 10.05 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ||
Weighted Average Remaining Contractual Term (Years) | 8 years | 8 years 7 months 6 days |
Weighted Average Remaining Contractual Term, Exercisable at December 31, 2016 | 7 years 6 months | |
Weighted Average Remaining Contractual Term, Vested and expected to vest at December 31, 2016 | 8 years | |
Aggregate Intrinsic Value, Outstanding at Beginning balance | $ 37,788 | |
Aggregate Intrinsic Value, Outstanding at Ending balance | 103,038 | $ 37,788 |
Aggregate Intrinsic Value, Exercisable at December 31, 2016 | 38,212 | |
Aggregate Intrinsic Value, Vested and expected to vest at December 31, 2016 | $ 96,799 |
Stock Options - Summary of St70
Stock Options - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 6,526 | $ 5,497 | $ 2,017 |
Cost of Revenues | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 715 | 466 | 249 |
Sales and Marketing | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 2,490 | 2,418 | 1,059 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 809 | 588 | 229 |
General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 2,512 | $ 2,025 | $ 480 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation And Retirement Disclosure [Abstract] | |||
Defined contribution plan, description | The Company makes matching contributions of 100% of each $1 of the employee’s contribution up to the first 3% of the employee’s bi-weekly compensation and 50% of each $1 of the employee’s contribution up to the next 2% of the employee’s bi-weekly compensation. | ||
Percentage of employer matching contribution | 100.00% | ||
Employer matching contribution, percent of employees' gross pay | 3.00% | ||
Percentage of employer matching contribution, second tier | 50.00% | ||
Employer matching contribution, percent of employees' gross pay, second tier | 2.00% | ||
Matching contributions to plan | $ 2.3 | $ 1.7 | $ 0.9 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Silver Lake Sumeru, ICONIQ Capital Group, L.P., Significant Shareholder and Chief Marketing Officer $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | |
Related party, accrued cost | $ 0.2 |
Related party legal expense | 0.1 |
Other Assets | |
Related Party Transaction [Line Items] | |
Deferred offering costs | $ 0.1 |
Geographic Information - Schedu
Geographic Information - Schedule of Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Revenues | $ 35,340 | $ 32,196 | $ 29,026 | $ 26,561 | $ 24,474 | $ 21,661 | $ 19,425 | $ 18,047 | $ 123,123 | $ 83,607 | $ 51,677 |
United States | |||||||||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Revenues | 102,896 | 71,832 | 45,039 | ||||||||
International | |||||||||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Revenues | $ 20,227 | $ 11,775 | $ 6,638 |
Geographic Information - Sche74
Geographic Information - Schedule of Property and Equipment, Net by Geographic Region (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Property and equipment, net | $ 11,318 | $ 12,419 |
United States | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Property and equipment, net | 10,602 | 12,108 |
International | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Property and equipment, net | $ 716 | $ 311 |
Unaudited Quarterly Data - Summ
Unaudited Quarterly Data - Summary of Unaudited Quarterly Consolidated Statements of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 35,340 | $ 32,196 | $ 29,026 | $ 26,561 | $ 24,474 | $ 21,661 | $ 19,425 | $ 18,047 | $ 123,123 | $ 83,607 | $ 51,677 |
Gross profit | 26,673 | 24,655 | 21,963 | 19,621 | 18,127 | 15,718 | 13,939 | 13,094 | 92,912 | 60,878 | 35,079 |
Net loss | $ (15,664) | $ (6,619) | $ (7,541) | $ (9,335) | $ (7,207) | $ (6,735) | $ (6,538) | $ (4,254) | $ (39,159) | $ (24,734) | $ (16,752) |
Net loss per share, basic and diluted | $ (0.33) | $ (0.16) | $ (0.19) | $ (0.23) | $ (0.18) | $ (0.17) | $ (0.16) | $ (0.11) | $ (0.92) | $ (0.61) | $ (0.42) |