Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 31, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | BL | |
Entity Registrant Name | BlackLine, Inc. | |
Entity Central Index Key | 0001666134 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 56,898,857 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-37924 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-3354276 | |
Entity Address, Address Line One | 21300 Victory Boulevard | |
Entity Address, Address Line Two | 12th Floor | |
Entity Address, City or Town | Woodland Hills | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91367 | |
City Area Code | 818 | |
Local Phone Number | 223-9008 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 471,620 | $ 120,232 |
Marketable securities | 154,876 | 487,515 |
Accounts receivable, net of allowances for credit losses of $6,741 and $3,533 at June 30, 2020 and December 31, 2019, respectively | 98,124 | 102,829 |
Prepaid expenses and other current assets | 15,293 | 12,830 |
Total current assets | 739,913 | 723,406 |
Capitalized software development costs, net | 12,754 | 10,032 |
Property and equipment, net | 12,160 | 13,024 |
Intangible assets, net | 16,688 | 17,520 |
Goodwill | 185,138 | 185,138 |
Operating lease right-of-use assets | 10,308 | 12,549 |
Other assets | 56,289 | 52,883 |
Total assets | 1,033,250 | 1,014,552 |
Current liabilities: | ||
Accounts payable | 6,172 | 7,401 |
Accrued expenses and other current liabilities | 22,913 | 30,098 |
Deferred revenue | 167,403 | 162,552 |
Short-term portion of operating lease liabilities | 4,499 | 4,938 |
Short-term portion of contingent consideration | 2,008 | 2,008 |
Total current liabilities | 202,995 | 206,997 |
Operating lease liabilities, noncurrent | 8,724 | 10,606 |
Convertible senior notes, net | 395,459 | 384,343 |
Contingent consideration | 4,278 | 4,354 |
Deferred tax liabilities, net | 4,733 | 4,571 |
Deferred revenue, noncurrent | 93 | 163 |
Total liabilities | 616,282 | 611,034 |
Commitments and contingencies (Note 7) | ||
Redeemable non-controlling interest (Note 3) | 7,190 | 4,905 |
Stockholders' equity: | ||
Common stock | 569 | 559 |
Additional paid-in capital | 590,119 | 561,275 |
Accumulated other comprehensive income | 943 | 377 |
Accumulated deficit | (181,853) | (163,598) |
Total stockholders' equity | 409,778 | 398,613 |
Total liabilities, redeemable non-controlling interest, and stockholders' equity | $ 1,033,250 | $ 1,014,552 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (PARENTHETICAL) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Allowances for credit losses | $ 6,741 | $ 3,533 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues | ||||
Total revenues | $ 83,272,000 | $ 69,664,000 | $ 165,870,000 | $ 133,793,000 |
Cost of revenues | ||||
Total cost of revenues | 16,743,000 | 14,944,000 | 32,808,000 | 28,562,000 |
Gross profit | 66,529,000 | 54,720,000 | 133,062,000 | 105,231,000 |
Operating expenses | ||||
Sales and marketing | 41,826,000 | 37,192,000 | 86,611,000 | 73,040,000 |
Research and development | 11,847,000 | 10,829,000 | 23,594,000 | 21,136,000 |
General and administrative | 16,182,000 | 12,677,000 | 33,520,000 | 26,356,000 |
Total operating expenses | 69,855,000 | 60,698,000 | 143,725,000 | 120,532,000 |
Loss from operations | (3,326,000) | (5,978,000) | (10,663,000) | (15,301,000) |
Other income (expense) | ||||
Interest income | 1,085,000 | 734,000 | 3,494,000 | 1,429,000 |
Interest expense | (5,741,000) | (11,426,000) | ||
Other income (expense), net | (4,656,000) | 734,000 | (7,932,000) | 1,429,000 |
Loss before income taxes | (7,982,000) | (5,244,000) | (18,595,000) | (13,872,000) |
Provision for (benefit from) income taxes | (41,000) | 283,000 | 316,000 | 686,000 |
Net loss | (7,941,000) | (5,527,000) | (18,911,000) | (14,558,000) |
Net loss attributable to non-controlling interest | (328,000) | (219,000) | (656,000) | (469,000) |
Adjustment attributable to non-controlling interest | 719,000 | 54,000 | 2,920,000 | 54,000 |
Net loss attributable to BlackLine, Inc. | $ (8,332,000) | $ (5,362,000) | $ (21,175,000) | $ (14,143,000) |
Basic net loss per share attributable to BlackLine, Inc. | $ (0.15) | $ (0.10) | $ (0.38) | $ (0.26) |
Shares used to calculate basic net loss per share | 56,614 | 55,171 | 56,394 | 55,004 |
Diluted net loss per share attributable to BlackLine, Inc. | $ (0.15) | $ (0.10) | $ (0.38) | $ (0.26) |
Shares used to calculate diluted net loss per share | 56,614 | 55,171 | 56,394 | 55,004 |
Subscription and Support | ||||
Revenues | ||||
Total revenues | $ 77,867,000 | $ 66,066,000 | $ 154,902,000 | $ 127,340,000 |
Cost of revenues | ||||
Total cost of revenues | 11,628,000 | 11,588,000 | 23,008,000 | 22,420,000 |
Professional Services | ||||
Revenues | ||||
Total revenues | 5,405,000 | 3,598,000 | 10,968,000 | 6,453,000 |
Cost of revenues | ||||
Total cost of revenues | $ 5,115,000 | $ 3,356,000 | $ 9,800,000 | $ 6,142,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (7,941) | $ (5,527) | $ (18,911) | $ (14,558) |
Other comprehensive income: | ||||
Net change in unrealized gains on marketable securities, net of tax of $0 for the quarters and six months ended June 30, 2020 and 2019 | 856 | 142 | 545 | 236 |
Foreign currency translation | 42 | 220 | 42 | 298 |
Other comprehensive income | 898 | 362 | 587 | 534 |
Comprehensive loss | (7,043) | (5,165) | (18,324) | (14,024) |
Less comprehensive loss attributable to redeemable non-controlling interest: | ||||
Net loss attributable to redeemable non-controlling interest | (328) | (219) | (656) | (469) |
Foreign currency translation attributable to redeemable non-controlling interest | 21 | 108 | 21 | 146 |
Comprehensive loss attributable to redeemable non-controlling interest | (307) | (111) | (635) | (323) |
Comprehensive loss attributable to BlackLine, Inc. | $ (6,736) | $ (5,054) | $ (17,689) | $ (13,701) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) (PARENTHETICAL) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net change in unrealized gain on marketable securities, tax | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
Beginning Balance at Dec. 31, 2018 | $ 319,267 | $ 547 | $ 451,571 | $ 45 | $ (132,896) |
Beginning Balance, shares at Dec. 31, 2018 | 54,683 | ||||
Stock option exercises | 4,562 | $ 2 | 4,560 | ||
Stock option exercises, shares | 288 | ||||
Vesting of restricted stock units | 3 | $ 3 | |||
Vesting of restricted stock units, shares | 262 | ||||
Issuance of common stock through employee stock purchase plan | 2,552 | $ 1 | 2,551 | ||
Issuance of common stock through employee stock purchase plan, shares | 74 | ||||
Acquisition of common stock for tax withholding obligations | (2,588) | (2,588) | |||
Stock-based compensation | 14,641 | 14,641 | |||
Other comprehensive income | 254 | 254 | |||
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (14,143) | (54) | (14,089) | ||
Ending Balance at Jun. 30, 2019 | 324,548 | $ 553 | 470,681 | 299 | (146,985) |
Ending Balance, shares at Jun. 30, 2019 | 55,307 | ||||
Beginning Balance at Mar. 31, 2019 | 318,036 | $ 550 | 459,118 | 45 | (141,677) |
Beginning Balance, shares at Mar. 31, 2019 | 55,031 | ||||
Stock option exercises | 1,800 | $ 1 | 1,799 | ||
Stock option exercises, shares | 118 | ||||
Vesting of restricted stock units | 1 | $ 1 | |||
Vesting of restricted stock units, shares | 84 | ||||
Issuance of common stock through employee stock purchase plan | 2,552 | $ 1 | 2,551 | ||
Issuance of common stock through employee stock purchase plan, shares | 74 | ||||
Acquisition of common stock for tax withholding obligations | (859) | (859) | |||
Stock-based compensation | 8,126 | 8,126 | |||
Other comprehensive income | 254 | 254 | |||
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (5,362) | (54) | (5,308) | ||
Ending Balance at Jun. 30, 2019 | 324,548 | $ 553 | 470,681 | 299 | (146,985) |
Ending Balance, shares at Jun. 30, 2019 | 55,307 | ||||
Beginning Balance at Dec. 31, 2019 | 398,613 | $ 559 | 561,275 | 377 | (163,598) |
Beginning Balance, shares at Dec. 31, 2019 | 55,931 | ||||
Stock option exercises | 10,413 | $ 6 | 10,407 | ||
Stock option exercises, shares | 493 | ||||
Vesting of restricted stock units | 3 | $ 3 | |||
Vesting of restricted stock units, shares | 346 | ||||
Issuance of common stock through employee stock purchase plan | 3,608 | $ 1 | 3,607 | ||
Issuance of common stock through employee stock purchase plan, shares | 85 | ||||
Acquisition of common stock for tax withholding obligations | (4,856) | (4,856) | |||
Stock-based compensation | 22,606 | 22,606 | |||
Other comprehensive income | 566 | 566 | |||
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (21,175) | (2,920) | (18,255) | ||
Ending Balance at Jun. 30, 2020 | 409,778 | $ 569 | 590,119 | 943 | (181,853) |
Ending Balance, shares at Jun. 30, 2020 | 56,855 | ||||
Beginning Balance at Mar. 31, 2020 | 396,189 | $ 564 | 569,799 | 66 | (174,240) |
Beginning Balance, shares at Mar. 31, 2020 | 56,379 | ||||
Stock option exercises | 5,759 | $ 3 | 5,756 | ||
Stock option exercises, shares | 262 | ||||
Vesting of restricted stock units | 1 | $ 1 | |||
Vesting of restricted stock units, shares | 129 | ||||
Issuance of common stock through employee stock purchase plan | 3,608 | $ 1 | 3,607 | ||
Issuance of common stock through employee stock purchase plan, shares | 85 | ||||
Acquisition of common stock for tax withholding obligations | (1,294) | (1,294) | |||
Stock-based compensation | 12,970 | 12,970 | |||
Other comprehensive income | 877 | 877 | |||
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (8,332) | (719) | (7,613) | ||
Ending Balance at Jun. 30, 2020 | $ 409,778 | $ 569 | $ 590,119 | $ 943 | $ (181,853) |
Ending Balance, shares at Jun. 30, 2020 | 56,855 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities | ||
Net loss attributable to BlackLine, Inc. | $ (21,175) | $ (14,143) |
Net loss and adjustment attributable to redeemable non-controlling interest (Note 3) | 2,264 | (415) |
Net loss | (18,911) | (14,558) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 9,437 | 11,476 |
Change in fair value of contingent consideration | (76) | 184 |
Amortization of debt discount and issuance costs | 11,116 | |
Stock-based compensation | 22,072 | 14,464 |
Noncash lease expense | 2,371 | 2,460 |
Accretion of purchase discounts on marketable securities, net | (634) | (773) |
Net foreign currency (gains) losses | (38) | 1 |
Deferred income taxes | 162 | 583 |
Provision for doubtful accounts receivable | 140 | 73 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 4,405 | (4,271) |
Prepaid expenses and other current assets | (2,516) | 2,601 |
Other assets | (3,406) | (7,636) |
Accounts payable | (678) | (1,066) |
Accrued expenses and other current liabilities | (7,700) | (4,317) |
Deferred revenue | 4,781 | 15,123 |
Operating lease liabilities | (2,391) | (2,698) |
Net cash provided by operating activities | 18,134 | 11,646 |
Cash flows from investing activities | ||
Purchases of marketable securities | (116,400) | (69,522) |
Proceeds from maturities of marketable securities | 424,259 | 74,988 |
Proceeds from sales of marketable securities | 25,959 | |
Capitalized software development costs | (4,994) | (2,599) |
Purchases of property and equipment | (2,224) | (1,989) |
Purchases of intangible assets | (2,333) | |
Net cash provided by investing activities | 324,267 | 878 |
Cash flows from financing activities | ||
Proceeds from exercises of stock options | 10,416 | 4,565 |
Proceeds from employee stock purchase plan | 3,608 | 2,552 |
Acquisition of common stock for tax withholding obligations | (4,856) | (2,588) |
Financed purchases of property and equipment | (225) | (145) |
Net cash provided by financing activities | 8,943 | 4,384 |
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash | 42 | 164 |
Net increase in cash, cash equivalents, and restricted cash | 351,386 | 17,072 |
Cash, cash equivalents, and restricted cash, beginning of period | 120,502 | 46,455 |
Cash, cash equivalents, and restricted cash, end of period | 471,888 | 63,527 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||
Cash and cash equivalents at end of period | 471,620 | 63,255 |
Restricted cash included within prepaid expenses and other current assets at end of period | 18 | 19 |
Restricted cash included within other assets at end of period | 250 | 253 |
Total cash, cash equivalents, and restricted cash at end of period shown in the consolidated statements of cash flows | 471,888 | 63,527 |
Non-cash financing and investing activities | ||
Stock-based compensation capitalized for software development | 534 | 177 |
Capitalized software development costs included in accounts payable and accrued expenses and other current liabilities at end of period | 530 | 113 |
Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities at end of period | 1,046 | 1,279 |
Leased assets obtained in exchange for new operating lease liabilities | $ 130 | $ 1,056 |
Company Overview
Company Overview | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Company Overview | Note 1 – Company Overview 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 Woodland Hills, California and has offices in the Netherlands, Canada, France, Singapore, the United Kingdom, Germany, Australia, Hong Kong, Romania, and Poland. |
Basis of Presentation, Signific
Basis of Presentation, Significant Accounting Policies and Recently-Issued Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Significant Accounting Policies and Recently-Issued Accounting Pronouncements | Note 2 – Basis of Presentation, Significant Accounting Policies and Recently-Issued Accounting Pronouncements The accompanying condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”) on February 27, 2020. The condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated balance sheet at December 31, 2019 was derived from audited financial statements, but does not include all disclosures required by GAAP. The operating results for the quarter and six months ended June 30, 2020 are not necessarily indicative of the results expected for the full year ending December 31, 2020. 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. The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous continuously evolving factors including, but not limited to, the magnitude and duration of COVID-19; the impact on the Company’s employees; the extent to which it will impact worldwide macroeconomic conditions, including interest rates, employment rates, and health insurance coverage; the speed and degree of the anticipated recovery, as well as variability in such recovery across different geographies, industries, and markets; and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 at June 30, 2020 and through the date of this report. The accounting matters assessed included, but were not limited to, the Company’s allowance for doubtful accounts and credit losses, and the carrying value of goodwill and other long-lived assets. While there was not a material impact to the Company’s consolidated financial statements at and for the quarter and six months ended June 30, 2020, the Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors could result in material impacts to the Company’s consolidated financial statements in future reporting periods. Significant accounting policies The Company’s significant accounting policies are detailed in “Note 2: Summary of Significant Accounting Policies" of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Except as noted below, there have been no material changes to the Company’s significant accounting policies. Investments in Marketable Securities The Company periodically assesses its portfolio of marketable securities for impairment. For debt securities in an unrealized loss position, this assessment first takes into account the Company’s intent to sell, or whether it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of these criteria are met, the debt security’s amortized cost basis For debt securities in an unrealized loss position that do not meet the aforementioned criteria, the Company assesses whether the decline in fair value has resulted from credit losses or other factors. In making this assessme nt, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors. If this assessment ind icates that a credit loss may exist, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses will be recorded through other income (expense), net, limited by the amount that the fair value is less than the amortized cost basis. Any additional impairment not recorded through an al lowance for credit losses is recognized in accumulated other comprehensive loss in the condensed consolidated statements of stockholders’ equity. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when the Company believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. The Company has not recorded any credit losses for the quarter and six months ended June 30, 2020. The Company has not recorded any impairment charges for unrealized losses in the periods presented. Accounts Receivable and Allowances Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. The Company makes estimates of expected credit losses for the allowance for doubtful accounts and allowance for cancellations and credits based upon its assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The estimated credit loss allowance for doubtful accounts is recorded as general and administrative expenses, while the estimated credit loss allowance for cancellations and credits is recorded as a reduction in revenue on the condensed consolidated statements of operations. Revision of Previously-Issued Financial Statements As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, in connection with the preparation of its 2019 annual financial statements, the Company identified an error in its historical provision for income taxes, which resulted in an understatement of its tax provision and deferred tax liabilities in its previously-issued financial statements. The error resulted from the recognition of a foreign deferred tax asset that should not have been recognized for the difference in international entity income for statutory purposes and international entity income included on the consolidated income tax provision. There was no corresponding domestic benefit of this incremental foreign tax expense due to the U.S. entity being subject to a full valuation allowance. Although the Company assessed the materiality of the errors and determined the amounts were not material to previously-issued financial statements, the Company did revise its previously-issued 2018 and 2017 annual financial statements to correct for such tax error, as well as certain prior period immaterial disclosure errors, in connection with the filing of its 2019 Annual Report on Form 10-K, and disclosed that it would be revising its 2019 consolidated interim financial statements in connection with the Company’s 2020 Form 10-Q filings. In connection with the filing of this Quarterly Report on Form 10-Q, the Company has revised the accompanying consolidated condensed interim financial statements for the quarter and six months ended June 30, 2019 to correct for the impact of such errors, which originated in periods prior to 2019. The accompanying footnotes have also been corrected to reflect the impact of the revisions of the previously-filed consolidated interim financial statements. The following tables present the effect of the revision for the financial statement line items adjusted in the affected periods. Condensed Consolidated Statements of Operations Quarter Ended June 30, 2019 As Previously Reported Adjustments As Revised (in thousands, except per share data) Provision for income taxes $ 146 $ 137 $ 283 Net loss $ (5,390 ) $ (137 ) $ (5,527 ) Net loss attributable to BlackLine, Inc. $ (5,225 ) $ (137 ) $ (5,362 ) Basic net loss per share attributable to BlackLine, Inc. $ (0.09 ) $ (0.01 ) $ (0.10 ) Diluted net loss per share attributable to BlackLine, Inc. $ (0.09 ) $ (0.01 ) $ (0.10 ) Six Months Ended June 30, 2019 As Previously Reported Adjustments As Revised (in thousands, except per share data) Provision for income taxes $ 351 $ 335 $ 686 Net loss $ (14,223 ) $ (335 ) $ (14,558 ) Net loss attributable to BlackLine, Inc. $ (13,808 ) $ (335 ) $ (14,143 ) Basic net loss per share attributable to BlackLine, Inc. $ (0.25 ) $ (0.01 ) $ (0.26 ) Diluted net loss per share attributable to BlackLine, Inc. $ (0.25 ) $ (0.01 ) $ (0.26 ) Condensed Consolidated Statements of Comprehensive Loss Quarter Ended June 30, 2019 As Previously Reported Adjustments As Revised (in thousands) Net loss $ (5,390 ) $ (137 ) $ (5,527 ) Comprehensive loss $ (5,028 ) $ (137 ) $ (5,165 ) Comprehensive loss attributable to BlackLine, Inc. $ (4,917 ) $ (137 ) $ (5,054 ) Six Months Ended June 30, 2019 As Previously Reported Adjustments As Revised (in thousands) Net loss $ (14,223 ) $ (335 ) $ (14,558 ) Comprehensive loss $ (13,689 ) $ (335 ) $ (14,024 ) Comprehensive loss attributable to BlackLine, Inc. $ (13,366 ) $ (335 ) $ (13,701 ) Condensed Consolidated Statements of Stockholders' Equity Quarter Ended June 30, 2019 As Previously Reported Adjustments As Revised Accumulated Deficit (in thousands) Balance at March 31, 2019 $ (139,177 ) $ (2,500 ) $ (141,677 ) Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest $ (5,171 ) $ (137 ) $ (5,308 ) Balance at June 30, 2019 $ (144,348 ) $ (2,637 ) $ (146,985 ) Total Equity Balance at March 31, 2019 $ 320,536 $ (2,500 ) $ 318,036 Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest $ (5,225 ) $ (137 ) $ (5,362 ) Balance at June 30, 2019 $ 327,185 $ (2,637 ) $ 324,548 Six Months Ended June 30, 2019 As Previously Reported Adjustments As Revised Accumulated Deficit (in thousands) Balance at December 31, 2018 $ (130,594 ) $ (2,302 ) $ (132,896 ) Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest $ (13,754 ) $ (335 ) $ (14,089 ) Balance at June 30, 2019 $ (144,348 ) $ (2,637 ) $ (146,985 ) Total Equity Balance at December 31, 2018 $ 321,569 $ (2,302 ) $ 319,267 Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest $ (13,808 ) $ (335 ) $ (14,143 ) Balance at June 30, 2019 $ 327,185 $ (2,637 ) $ 324,548 Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 2019 As Previously Reported Adjustments As Revised (in thousands) Net loss attributable to BlackLine, Inc. $ (13,808 ) $ (335 ) $ (14,143 ) Net loss $ (14,223 ) $ (335 ) $ (14,558 ) Deferred income taxes $ (18 ) $ 601 $ 583 Accrued expenses and other current liabilities $ (4,051 ) $ (266 ) $ (4,317 ) Recently-issued accounting pronouncements not yet adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met. These transactions include contract modifications, hedging relationships, and sale or transfer of debt securities classified as held-to-maturity. Entities may apply the provisions of the new standard as of the beginning of the reporting period when the election is made (i.e., as early as the first quarter of 2020). Unlike other topics, the provisions of this update are only available until December 31, 2022, when the reference rate replacement activity is expected to be completed. The Company has not adopted the provisions of the new standard and does not expect it to have a material impact on the Company’s condensed consolidated financial statements. Recently adopted accounting pronouncements In May 2020, the Securities Exchange Commission (“SEC”) issued a final rule that amended the disclosure requirements applicable to acquisitions and dispositions of businesses. The changes include: updating the tests used to determine significance and expanding the use of pro forma financial information when measuring significance; conforming the significance threshold and tests for a disposed business to those used for an acquired business; permitting abbreviated financial statements for certain acquisitions of a component of an entity; revising the pro forma financial information requirements; reducing the maximum number of years for which financial statements under Regulation S-X Rule 3-05 are required to two years; and modifying the disclosure requirements relating to the aggregate effect of acquisitions for which financial statements are not (or not yet) required. The amendments are intended to improve the financial information about acquired or disposed businesses provided to investors, facilitate more timely access to capital, and reduce the complexity and costs to prepare the disclosures. The Company early adopted this rule in the quarter ended June 30, 2020, and the adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. In June 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-13 , Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses In August 2018, the FASB issued guidance which modifies the disclosure requirements of fair value measurements in Topic 820, Fair Value Measurement Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest | 6 Months Ended |
Jun. 30, 2020 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Redeemable Non-Controlling Interest | Note 3 – Redeemable Non-Controlling Interest In September 2018 All of the common stock held by the Investors is callable by the Company or puttable by the Investors upon certain contingent events. Should the call or put option be exercised, the redemption value will be determined based upon a prescribed formula derived from the discrete revenues of BlackLine K.K. and the Company and may be settled, at the Company’s discretion, with Company stock or cash. As a result of the put right available to the Investors in the future, the redeemable non-controlling interest in BlackLine K.K. are classified outside of permanent equity in the Company’s condensed consolidated balance sheet, and the balance is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest’s share of earnings, or its estimated redemption value. The resulting changes in the estimated redemption amount are recorded within retained earnings or, in the absence of retained earnings, additional paid-in-capital. The estimated redemption value of the call/put option embedded in the redeemable non-controlling interest was $4.8 million at June 30, 2020. The following table summarizes the activity in the redeemable non-controlling interest for the periods indicated below: Quarter Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Balance at beginning of period $ 6,778 $ 4,175 $ 4,905 $ 4,387 Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) (328 ) (219 ) (656 ) (469 ) Foreign currency translation 21 108 21 146 Adjustment to redeemable non-controlling interest 719 54 2,920 54 Balance at end of period $ 7,190 $ 4,118 $ 7,190 $ 4,118 |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Note 4 – Balance Sheet Components Investments in Marketable Securities Investments in marketable securities presented within current assets on the condensed consolidated balance sheet consisted of the following: June 30, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Marketable securities U.S. treasury securities $ 28,525 $ 81 $ — $ 28,606 Corporate bonds 120,524 596 (21 ) 121,099 Commercial paper 5,171 — — 5,171 $ 154,220 $ 677 $ (21 ) $ 154,876 December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Marketable securities U.S. treasury securities $ 382,269 $ 67 $ (1 ) $ 382,335 Corporate bonds 77,009 63 (18 ) 77,054 Commercial paper 28,126 — — 28,126 $ 487,404 $ 130 $ (19 ) $ 487,515 Net gains and losses related to maturities of marketable securities that were reclassified from accumulated other comprehensive loss to earnings, and included in general and administrative expenses, in the unaudited condensed consolidated statements of operations were $(0.2) million and $0.6 million for the quarter and six months ended June 30, 2020, respectively. Net gains and losses related to maturities of marketable securities that were reclassified from accumulated other comprehensive loss to earnings, and included in general and administrative expenses, in the unaudited condensed consolidated statements of operations were $ 0.2 million and $ 0.5 mill ion for the quarter and six months ended June 30, 2019, respectively. Net gains and losses are determined using the specific identification method. During the quarters and six months ended June 30, 2020, there were $0.1 million of realized losses relat ed to the sale of one marketable security recognized in the Company’s unaudited condensed consolidated statements of operations. During the quarters and six months ended June 30, 2019, there were no material realized gains or losses related to sales of marketable securities recognized in the Company’s unaudited condensed consolidated statements of operations. Marketable securities in a continuous loss position for less than 12 months had an estimated fair value of $12.0 and an immaterial amount of unrealized losses at June 30, 2020, and an estimated fair value of $ million and an immaterial amount of unrealized losses at December 31, 2019. At June 30, 2020, there were marketable securities in a continuous loss position for greater than 12 months. The Company’s marketable securities have a contractual maturity of less than two years. The amortized cost and fair values of marketable securities, by remaining contractual maturity, were as follows: June 30, 2020 Amortized Cost Fair Value (in thousands) Maturing within 1 year $ 149,194 $ 149,868 Maturing between 1 and 2 years 5,026 5,008 $ 154,220 $ 154,876 Other Assets Other assets consisted of the following (in thousands): June 30, December 31, 2020 2019 Deferred customer contract acquisition costs $ 53,046 $ 49,709 Restricted cash 250 250 Capitalized software implementation costs 1,565 1,237 Other assets 1,428 1,687 $ 56,289 $ 52,883 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities were comprised of the following (in thousands): June 30, December 31, 2020 2019 Accrued salaries and employee benefits $ 14,721 $ 20,775 Accrued income and other taxes payable 2,629 4,198 Other accrued expenses and current liabilities 5,563 5,125 $ 22,913 $ 30,098 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5 – Fair Value Measurements The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis 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): June 30, 2020 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 456,096 $ — $ — $ 456,096 Commercial paper — — — — U.S. treasury securities — — — — Marketable securities U.S. treasury securities 28,606 — — 28,606 Corporate bonds — 121,099 — 121,099 Commercial paper — 5,171 — 5,171 Total assets $ 484,702 $ 126,270 $ — $ 610,972 Liabilities Contingent consideration $ — $ — $ 6,286 $ 6,286 Total liabilities $ — $ — $ 6,286 $ 6,286 December 31, 2019 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 39,767 $ — $ — $ 39,767 Marketable securities U.S. treasury securities 382,335 — — 382,335 Corporate bonds — 77,054 — 77,054 Commercial paper — 28,126 — 28,126 Total assets $ 422,102 $ 105,180 $ — $ 527,282 Liabilities Contingent consideration $ — $ — $ 6,362 $ 6,362 Total liabilities $ — $ — $ 6,362 $ 6,362 The following table summarizes the changes in the contingent consideration liability (in thousands): Quarter Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Beginning fair value $ 6,507 $ 6,307 $ 6,362 $ 6,316 Change in fair value (221 ) 193 (76 ) 184 Ending fair value $ 6,286 $ 6,500 $ 6,286 $ 6,500 The fair value of contingent consideration is determined 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 the 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. |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Note 6 – Convertible Senior Notes On August 13, 2019, the Company issued 0.125% Convertible Senior Notes (the “Notes”) due in 2024 for aggregate gross proceeds of $500.0 million, which includes the initial purchasers’ option of $65.0 million aggregate principal amount, in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The initial resale of the Notes by the initial purchasers to qualified institutional buyers was exempt from registration pursuant to Rule 144A under the Securities Act. The Notes were issued pursuant to an Indenture (the “Indenture”) between t he Company and U.S. Bank National Association, as trustee (the “Trustee”). The Notes consisted of the following (in thousands): June 30, 2020 Liability: Principal $ 500,000 Unamortized debt discount and issuance costs (104,541 ) Net carrying amount $ 395,459 Carrying amount of the equity component $ 111,230 The Company carries the Notes at face value less unamortized discount and issuance costs on its condensed consolidated balance sheet and presents the fair value for disclosure purposes only. The estimated fair value of the Notes, based on a market approach at June 30, 2020 was approximately $640.3 million, which represents a Level 2 valuation. The estimated fair value was determined based on the actual bids and offers of the Notes in an over-the-counter market on the last trading day of the period. During the quarter ended June 30, 2020, the Company recognized $5.6 million of interest expense related to the amortization of debt discount and issuance costs and $0.2 million of coupon interest expense. During the six months ended June 30, 2020, the Company recognized $11.1 million of interest expense related to the amortization of debt discount and issuance costs and $0.3 million of coupon interest expense. At June 30, 2020, the remaining life of the Notes is approximately 49 months. The Notes were not convertible at June 30, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 – Commitments and Contingencies Contingent consideration —On September 3, 2013, BlackLine Systems, Inc. was acquired by BlackLine, Inc. (the “2013 Acquisition”). In conjunction with the 2013 Acquisition, option holders of BlackLine Systems, Inc. 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 2013 Acquisition. As a condition of the 2013 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 2013 Acquisition. The maximum contingent cash consideration to be distributed is $8.0 million. The fair value of the contingent consideration was $6.3 million and $6.4 million at June 30, 2020 and December 31, 2019 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 its 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. At June 30, 2020 and December 31, 2019, the Company had 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. |
Equity Awards
Equity Awards | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Awards | Note 8 – Equity Awards Stock-based compensation expense Stock-based compensation expense recorded in the Company’s unaudited condensed consolidated statements of operations was as follows (in thousands): Quarter Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Cost of revenues $ 1,706 $ 1,159 $ 3,029 $ 2,047 Sales and marketing 5,577 3,558 9,970 6,552 Research and development 1,735 1,235 2,964 2,179 General and administrative 3,598 2,060 6,109 3,686 $ 12,616 $ 8,012 $ 22,072 $ 14,464 For the quarters ended June 30, 2020 and 2019, stock-based compensation capitalized as an asset was $0.4 million and $0.1 million, respectively. For the six months ended June 30, 2020 and 2019, stock-based compensation capitalized as an asset was $0.5 million and $0.2 million, respectively. Stock options The following table summarizes activity for awards that contain service-only vesting conditions : Outstanding at December 31, 2019 3,486 Granted 555 Exercised (506 ) Forfeited/canceled (19 ) Outstanding at June 30, 2020 3,516 Restricted stock units The following table summarizes activity for restricted stock units (in thousands): Nonvested at December 31, 2019 1,654 Granted 979 Vested (414 ) Forfeited/canceled (43 ) Nonvested at June 30, 2020 2,176 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 officers that vest upon meeting certain performance conditions and continued service. The performance conditions included meeting yearly cash flow targets and cumulative annual recurring revenue targets through 2019. If each yearly cash flow target was met through 2019, but the full cumulative annual recurring target through 2019 was 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. The cash flow performance targets for the final year were set during the quarter ended March 31, 2019, resulting in a grant date being established. The total fair value of the awards at grant date was approximately $24 million. At June 30, 2020, 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. On July 1, 2020, 200,000 awards with performance conditions were canceled upon the change in the employment status of one of the officers. |
Unearned Revenue and Performanc
Unearned Revenue and Performance Obligations | 6 Months Ended |
Jun. 30, 2020 | |
Unearned Revenue And Performance Obligations [Abstract] | |
Unearned Revenue and Performance Obligations | Note 9 – Unearned Revenue and Performance Obligations Revenue totaling $119.4 million and $94.5 million was recognized during the six months ended June 30, 2020 and 2019, respectively, that was previously included in the deferred revenue balance at December 31, 2019 and 2018, respectively. Contracted not recognized revenue was $395.1 million at June 30, 2020, of which the Company expects to recognize approximately 60% over the next 12 months and the remainder thereafter. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 – Income Taxes In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date loss, adjusted for discrete items arising in that quarter. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate of 21% primarily as a result of state taxes, foreign taxes, and changes in the Company’s valuation allowance for domestic income taxes. For the quarters ended June 30, 2020 and 2019, the Company recorded $41,000 in income tax benefit and $0.3 million in income tax expense. For the six months ended June 30, 2020 and 2019, the Company recorded $0.3 million and $0.7 million in income tax expense, respectively. quarters and six months ended June 30, 2020 |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 11 – Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share amounts): Quarter Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Numerator: Net loss attributable to BlackLine, Inc. $ (8,332 ) $ (5,362 ) $ (21,175 ) $ (14,143 ) Denominator: Weighted average shares 56,614 55,171 56,394 55,004 Add: Dilutive effect of securities — — — — Shares used to calculate diluted net loss per share 56,614 55,171 56,394 55,004 Basic net loss per share attributable to BlackLine, Inc. $ (0.15 ) $ (0.10 ) $ (0.38 ) $ (0.26 ) Diluted net loss per share attributable to BlackLine, Inc. $ (0.15 ) $ (0.10 ) $ (0.38 ) $ (0.26 ) The following potentially dilutive shares were excluded from the calculation of diluted net loss per share attributable to common stockholders because they were anti-dilutive (in thousands): Six Months ended June 30, 2020 2019 Stock options with service-only vesting conditions 3,516 3,973 Stock options with performance conditions 683 683 Restricted stock units 2,176 1,745 Total shares excluded from net loss per share 6,375 6,401 Additionally, approximately 6.8 million shares underlying the conversion option in the Notes are not considered in the calculation of diluted net loss per share as the effect would be anti-dilutive. The shares are subject to adjustment, up to approximately 9.4 million shares for the Notes, if certain corporate events occur prior to the maturity date or if the Company issues a notice of redemption. The Company uses the treasury stock method for calculating any potential dilutive effect of the conversion option on diluted net income per share, if applicable. During the six months ended June 30, 2020, the average market price of the Company’s common stock did not exceed the conversion price of the Notes of $73.40 per share. |
Geographic Information
Geographic Information | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Geographic Information | Note 12 – Geographic Information The Company disaggregates its revenue from contracts with customers by geographic location, as it believes it best depicts how the nature, amount, timing, and uncertainty of its revenues and cash flows are affected by economic factors. The following table sets forth the Company’s revenues by geographic region (in thousands): Quarter Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 United States $ 62,131 $ 53,731 $ 124,726 $ 103,899 International 21,141 15,933 41,144 29,894 $ 83,272 $ 69,664 $ 165,870 $ 133,793 |
Basis of Presentation, Signif_2
Basis of Presentation, Significant Accounting Policies and Recently-Issued Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
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. The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous continuously evolving factors including, but not limited to, the magnitude and duration of COVID-19; the impact on the Company’s employees; the extent to which it will impact worldwide macroeconomic conditions, including interest rates, employment rates, and health insurance coverage; the speed and degree of the anticipated recovery, as well as variability in such recovery across different geographies, industries, and markets; and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 at June 30, 2020 and through the date of this report. The accounting matters assessed included, but were not limited to, the Company’s allowance for doubtful accounts and credit losses, and the carrying value of goodwill and other long-lived assets. While there was not a material impact to the Company’s consolidated financial statements at and for the quarter and six months ended June 30, 2020, the Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors could result in material impacts to the Company’s consolidated financial statements in future reporting periods. |
Investments in Marketable Securities | Investments in Marketable Securities The Company periodically assesses its portfolio of marketable securities for impairment. For debt securities in an unrealized loss position, this assessment first takes into account the Company’s intent to sell, or whether it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of these criteria are met, the debt security’s amortized cost basis For debt securities in an unrealized loss position that do not meet the aforementioned criteria, the Company assesses whether the decline in fair value has resulted from credit losses or other factors. In making this assessme nt, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors. If this assessment ind icates that a credit loss may exist, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses will be recorded through other income (expense), net, limited by the amount that the fair value is less than the amortized cost basis. Any additional impairment not recorded through an al lowance for credit losses is recognized in accumulated other comprehensive loss in the condensed consolidated statements of stockholders’ equity. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when the Company believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. The Company has not recorded any credit losses for the quarter and six months ended June 30, 2020. The Company has not recorded any impairment charges for unrealized losses in the periods presented. |
Accounts Receivable and Allowances | Accounts Receivable and Allowances Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. The Company makes estimates of expected credit losses for the allowance for doubtful accounts and allowance for cancellations and credits based upon its assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The estimated credit loss allowance for doubtful accounts is recorded as general and administrative expenses, while the estimated credit loss allowance for cancellations and credits is recorded as a reduction in revenue on the condensed consolidated statements of operations. |
Revision of Previously Issued Financial Statements | Revision of Previously-Issued Financial Statements As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, in connection with the preparation of its 2019 annual financial statements, the Company identified an error in its historical provision for income taxes, which resulted in an understatement of its tax provision and deferred tax liabilities in its previously-issued financial statements. The error resulted from the recognition of a foreign deferred tax asset that should not have been recognized for the difference in international entity income for statutory purposes and international entity income included on the consolidated income tax provision. There was no corresponding domestic benefit of this incremental foreign tax expense due to the U.S. entity being subject to a full valuation allowance. Although the Company assessed the materiality of the errors and determined the amounts were not material to previously-issued financial statements, the Company did revise its previously-issued 2018 and 2017 annual financial statements to correct for such tax error, as well as certain prior period immaterial disclosure errors, in connection with the filing of its 2019 Annual Report on Form 10-K, and disclosed that it would be revising its 2019 consolidated interim financial statements in connection with the Company’s 2020 Form 10-Q filings. In connection with the filing of this Quarterly Report on Form 10-Q, the Company has revised the accompanying consolidated condensed interim financial statements for the quarter and six months ended June 30, 2019 to correct for the impact of such errors, which originated in periods prior to 2019. The accompanying footnotes have also been corrected to reflect the impact of the revisions of the previously-filed consolidated interim financial statements. The following tables present the effect of the revision for the financial statement line items adjusted in the affected periods. Condensed Consolidated Statements of Operations Quarter Ended June 30, 2019 As Previously Reported Adjustments As Revised (in thousands, except per share data) Provision for income taxes $ 146 $ 137 $ 283 Net loss $ (5,390 ) $ (137 ) $ (5,527 ) Net loss attributable to BlackLine, Inc. $ (5,225 ) $ (137 ) $ (5,362 ) Basic net loss per share attributable to BlackLine, Inc. $ (0.09 ) $ (0.01 ) $ (0.10 ) Diluted net loss per share attributable to BlackLine, Inc. $ (0.09 ) $ (0.01 ) $ (0.10 ) Six Months Ended June 30, 2019 As Previously Reported Adjustments As Revised (in thousands, except per share data) Provision for income taxes $ 351 $ 335 $ 686 Net loss $ (14,223 ) $ (335 ) $ (14,558 ) Net loss attributable to BlackLine, Inc. $ (13,808 ) $ (335 ) $ (14,143 ) Basic net loss per share attributable to BlackLine, Inc. $ (0.25 ) $ (0.01 ) $ (0.26 ) Diluted net loss per share attributable to BlackLine, Inc. $ (0.25 ) $ (0.01 ) $ (0.26 ) Condensed Consolidated Statements of Comprehensive Loss Quarter Ended June 30, 2019 As Previously Reported Adjustments As Revised (in thousands) Net loss $ (5,390 ) $ (137 ) $ (5,527 ) Comprehensive loss $ (5,028 ) $ (137 ) $ (5,165 ) Comprehensive loss attributable to BlackLine, Inc. $ (4,917 ) $ (137 ) $ (5,054 ) Six Months Ended June 30, 2019 As Previously Reported Adjustments As Revised (in thousands) Net loss $ (14,223 ) $ (335 ) $ (14,558 ) Comprehensive loss $ (13,689 ) $ (335 ) $ (14,024 ) Comprehensive loss attributable to BlackLine, Inc. $ (13,366 ) $ (335 ) $ (13,701 ) Condensed Consolidated Statements of Stockholders' Equity Quarter Ended June 30, 2019 As Previously Reported Adjustments As Revised Accumulated Deficit (in thousands) Balance at March 31, 2019 $ (139,177 ) $ (2,500 ) $ (141,677 ) Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest $ (5,171 ) $ (137 ) $ (5,308 ) Balance at June 30, 2019 $ (144,348 ) $ (2,637 ) $ (146,985 ) Total Equity Balance at March 31, 2019 $ 320,536 $ (2,500 ) $ 318,036 Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest $ (5,225 ) $ (137 ) $ (5,362 ) Balance at June 30, 2019 $ 327,185 $ (2,637 ) $ 324,548 Six Months Ended June 30, 2019 As Previously Reported Adjustments As Revised Accumulated Deficit (in thousands) Balance at December 31, 2018 $ (130,594 ) $ (2,302 ) $ (132,896 ) Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest $ (13,754 ) $ (335 ) $ (14,089 ) Balance at June 30, 2019 $ (144,348 ) $ (2,637 ) $ (146,985 ) Total Equity Balance at December 31, 2018 $ 321,569 $ (2,302 ) $ 319,267 Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest $ (13,808 ) $ (335 ) $ (14,143 ) Balance at June 30, 2019 $ 327,185 $ (2,637 ) $ 324,548 Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 2019 As Previously Reported Adjustments As Revised (in thousands) Net loss attributable to BlackLine, Inc. $ (13,808 ) $ (335 ) $ (14,143 ) Net loss $ (14,223 ) $ (335 ) $ (14,558 ) Deferred income taxes $ (18 ) $ 601 $ 583 Accrued expenses and other current liabilities $ (4,051 ) $ (266 ) $ (4,317 ) |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently-issued accounting pronouncements not yet adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met. These transactions include contract modifications, hedging relationships, and sale or transfer of debt securities classified as held-to-maturity. Entities may apply the provisions of the new standard as of the beginning of the reporting period when the election is made (i.e., as early as the first quarter of 2020). Unlike other topics, the provisions of this update are only available until December 31, 2022, when the reference rate replacement activity is expected to be completed. The Company has not adopted the provisions of the new standard and does not expect it to have a material impact on the Company’s condensed consolidated financial statements. |
Recently Adopted Accounting Pronouncements | Recently adopted accounting pronouncements In May 2020, the Securities Exchange Commission (“SEC”) issued a final rule that amended the disclosure requirements applicable to acquisitions and dispositions of businesses. The changes include: updating the tests used to determine significance and expanding the use of pro forma financial information when measuring significance; conforming the significance threshold and tests for a disposed business to those used for an acquired business; permitting abbreviated financial statements for certain acquisitions of a component of an entity; revising the pro forma financial information requirements; reducing the maximum number of years for which financial statements under Regulation S-X Rule 3-05 are required to two years; and modifying the disclosure requirements relating to the aggregate effect of acquisitions for which financial statements are not (or not yet) required. The amendments are intended to improve the financial information about acquired or disposed businesses provided to investors, facilitate more timely access to capital, and reduce the complexity and costs to prepare the disclosures. The Company early adopted this rule in the quarter ended June 30, 2020, and the adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. In June 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-13 , Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses In August 2018, the FASB issued guidance which modifies the disclosure requirements of fair value measurements in Topic 820, Fair Value Measurement Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements |
Basis of Presentation, Signif_3
Basis of Presentation, Significant Accounting Policies and Recently-Issued Accounting Pronouncements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Revisions for Financial Statement Line Items Adjusted in Affected Periods | The following tables present the effect of the revision for the financial statement line items adjusted in the affected periods. Condensed Consolidated Statements of Operations Quarter Ended June 30, 2019 As Previously Reported Adjustments As Revised (in thousands, except per share data) Provision for income taxes $ 146 $ 137 $ 283 Net loss $ (5,390 ) $ (137 ) $ (5,527 ) Net loss attributable to BlackLine, Inc. $ (5,225 ) $ (137 ) $ (5,362 ) Basic net loss per share attributable to BlackLine, Inc. $ (0.09 ) $ (0.01 ) $ (0.10 ) Diluted net loss per share attributable to BlackLine, Inc. $ (0.09 ) $ (0.01 ) $ (0.10 ) Six Months Ended June 30, 2019 As Previously Reported Adjustments As Revised (in thousands, except per share data) Provision for income taxes $ 351 $ 335 $ 686 Net loss $ (14,223 ) $ (335 ) $ (14,558 ) Net loss attributable to BlackLine, Inc. $ (13,808 ) $ (335 ) $ (14,143 ) Basic net loss per share attributable to BlackLine, Inc. $ (0.25 ) $ (0.01 ) $ (0.26 ) Diluted net loss per share attributable to BlackLine, Inc. $ (0.25 ) $ (0.01 ) $ (0.26 ) Condensed Consolidated Statements of Comprehensive Loss Quarter Ended June 30, 2019 As Previously Reported Adjustments As Revised (in thousands) Net loss $ (5,390 ) $ (137 ) $ (5,527 ) Comprehensive loss $ (5,028 ) $ (137 ) $ (5,165 ) Comprehensive loss attributable to BlackLine, Inc. $ (4,917 ) $ (137 ) $ (5,054 ) Six Months Ended June 30, 2019 As Previously Reported Adjustments As Revised (in thousands) Net loss $ (14,223 ) $ (335 ) $ (14,558 ) Comprehensive loss $ (13,689 ) $ (335 ) $ (14,024 ) Comprehensive loss attributable to BlackLine, Inc. $ (13,366 ) $ (335 ) $ (13,701 ) Condensed Consolidated Statements of Stockholders' Equity Quarter Ended June 30, 2019 As Previously Reported Adjustments As Revised Accumulated Deficit (in thousands) Balance at March 31, 2019 $ (139,177 ) $ (2,500 ) $ (141,677 ) Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest $ (5,171 ) $ (137 ) $ (5,308 ) Balance at June 30, 2019 $ (144,348 ) $ (2,637 ) $ (146,985 ) Total Equity Balance at March 31, 2019 $ 320,536 $ (2,500 ) $ 318,036 Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest $ (5,225 ) $ (137 ) $ (5,362 ) Balance at June 30, 2019 $ 327,185 $ (2,637 ) $ 324,548 Six Months Ended June 30, 2019 As Previously Reported Adjustments As Revised Accumulated Deficit (in thousands) Balance at December 31, 2018 $ (130,594 ) $ (2,302 ) $ (132,896 ) Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest $ (13,754 ) $ (335 ) $ (14,089 ) Balance at June 30, 2019 $ (144,348 ) $ (2,637 ) $ (146,985 ) Total Equity Balance at December 31, 2018 $ 321,569 $ (2,302 ) $ 319,267 Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest $ (13,808 ) $ (335 ) $ (14,143 ) Balance at June 30, 2019 $ 327,185 $ (2,637 ) $ 324,548 Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 2019 As Previously Reported Adjustments As Revised (in thousands) Net loss attributable to BlackLine, Inc. $ (13,808 ) $ (335 ) $ (14,143 ) Net loss $ (14,223 ) $ (335 ) $ (14,558 ) Deferred income taxes $ (18 ) $ 601 $ 583 Accrued expenses and other current liabilities $ (4,051 ) $ (266 ) $ (4,317 ) |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interest (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Summary of Redeemable Non-Controlling Interest | The following table summarizes the activity in the redeemable non-controlling interest for the periods indicated below: Quarter Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Balance at beginning of period $ 6,778 $ 4,175 $ 4,905 $ 4,387 Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) (328 ) (219 ) (656 ) (469 ) Foreign currency translation 21 108 21 146 Adjustment to redeemable non-controlling interest 719 54 2,920 54 Balance at end of period $ 7,190 $ 4,118 $ 7,190 $ 4,118 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Investments in Marketable Securities | Investments in marketable securities presented within current assets on the condensed consolidated balance sheet consisted of the following: June 30, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Marketable securities U.S. treasury securities $ 28,525 $ 81 $ — $ 28,606 Corporate bonds 120,524 596 (21 ) 121,099 Commercial paper 5,171 — — 5,171 $ 154,220 $ 677 $ (21 ) $ 154,876 December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Marketable securities U.S. treasury securities $ 382,269 $ 67 $ (1 ) $ 382,335 Corporate bonds 77,009 63 (18 ) 77,054 Commercial paper 28,126 — — 28,126 $ 487,404 $ 130 $ (19 ) $ 487,515 |
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: June 30, 2020 Amortized Cost Fair Value (in thousands) Maturing within 1 year $ 149,194 $ 149,868 Maturing between 1 and 2 years 5,026 5,008 $ 154,220 $ 154,876 |
Schedule of Other Assets | Other assets consisted of the following (in thousands): June 30, December 31, 2020 2019 Deferred customer contract acquisition costs $ 53,046 $ 49,709 Restricted cash 250 250 Capitalized software implementation costs 1,565 1,237 Other assets 1,428 1,687 $ 56,289 $ 52,883 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities were comprised of the following (in thousands): June 30, December 31, 2020 2019 Accrued salaries and employee benefits $ 14,721 $ 20,775 Accrued income and other taxes payable 2,629 4,198 Other accrued expenses and current liabilities 5,563 5,125 $ 22,913 $ 30,098 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 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): June 30, 2020 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 456,096 $ — $ — $ 456,096 Commercial paper — — — — U.S. treasury securities — — — — Marketable securities U.S. treasury securities 28,606 — — 28,606 Corporate bonds — 121,099 — 121,099 Commercial paper — 5,171 — 5,171 Total assets $ 484,702 $ 126,270 $ — $ 610,972 Liabilities Contingent consideration $ — $ — $ 6,286 $ 6,286 Total liabilities $ — $ — $ 6,286 $ 6,286 December 31, 2019 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 39,767 $ — $ — $ 39,767 Marketable securities U.S. treasury securities 382,335 — — 382,335 Corporate bonds — 77,054 — 77,054 Commercial paper — 28,126 — 28,126 Total assets $ 422,102 $ 105,180 $ — $ 527,282 Liabilities Contingent consideration $ — $ — $ 6,362 $ 6,362 Total liabilities $ — $ — $ 6,362 $ 6,362 |
Contingent Consideration | |
Summary of Changes in Common Stock Warrant Liability and Contingent Consideration Liability | The following table summarizes the changes in the contingent consideration liability (in thousands): Quarter Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Beginning fair value $ 6,507 $ 6,307 $ 6,362 $ 6,316 Change in fair value (221 ) 193 (76 ) 184 Ending fair value $ 6,286 $ 6,500 $ 6,286 $ 6,500 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Notes | The Notes consisted of the following (in thousands): June 30, 2020 Liability: Principal $ 500,000 Unamortized debt discount and issuance costs (104,541 ) Net carrying amount $ 395,459 Carrying amount of the equity component $ 111,230 |
Equity Awards (Tables)
Equity Awards (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense recorded in the Company’s unaudited condensed consolidated statements of operations was as follows (in thousands): Quarter Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Cost of revenues $ 1,706 $ 1,159 $ 3,029 $ 2,047 Sales and marketing 5,577 3,558 9,970 6,552 Research and development 1,735 1,235 2,964 2,179 General and administrative 3,598 2,060 6,109 3,686 $ 12,616 $ 8,012 $ 22,072 $ 14,464 |
Summary of Stock Options Activity | The following table summarizes activity for awards that contain service-only vesting conditions : Outstanding at December 31, 2019 3,486 Granted 555 Exercised (506 ) Forfeited/canceled (19 ) Outstanding at June 30, 2020 3,516 |
Summary of Restricted Stock Units Activity | The following table summarizes activity for restricted stock units (in thousands): Nonvested at December 31, 2019 1,654 Granted 979 Vested (414 ) Forfeited/canceled (43 ) Nonvested at June 30, 2020 2,176 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share amounts): Quarter Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Numerator: Net loss attributable to BlackLine, Inc. $ (8,332 ) $ (5,362 ) $ (21,175 ) $ (14,143 ) Denominator: Weighted average shares 56,614 55,171 56,394 55,004 Add: Dilutive effect of securities — — — — Shares used to calculate diluted net loss per share 56,614 55,171 56,394 55,004 Basic net loss per share attributable to BlackLine, Inc. $ (0.15 ) $ (0.10 ) $ (0.38 ) $ (0.26 ) Diluted net loss per share attributable to BlackLine, Inc. $ (0.15 ) $ (0.10 ) $ (0.38 ) $ (0.26 ) |
Schedule of Potentially Dilutive Shares Excluded From Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders | The following potentially dilutive shares were excluded from the calculation of diluted net loss per share attributable to common stockholders because they were anti-dilutive (in thousands): Six Months ended June 30, 2020 2019 Stock options with service-only vesting conditions 3,516 3,973 Stock options with performance conditions 683 683 Restricted stock units 2,176 1,745 Total shares excluded from net loss per share 6,375 6,401 |
Geographic Information (Tables)
Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Disaggregation of Revenues by Geographic Region | The following table sets forth the Company’s revenues by geographic region (in thousands): Quarter Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 United States $ 62,131 $ 53,731 $ 124,726 $ 103,899 International 21,141 15,933 41,144 29,894 $ 83,272 $ 69,664 $ 165,870 $ 133,793 |
Basis of Presentation, Signif_4
Basis of Presentation, Significant Accounting Policies and Recently-Issued Accounting Pronouncements -Additional Information (Details) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Accounting Policies [Abstract] | |
Credit losses on available-for-sale debt securities | $ 0 |
Impairment charges for unrealized losses | $ 0 |
Basis of Presentation, Signif_5
Basis of Presentation, Significant Accounting Policies and Recently-Issued Accounting Pronouncements - Schedule of Revisions for the Financial Statement - Condensed Consolidated Statement of Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Provision for (benefit from) income taxes | $ (41,000) | $ 283,000 | $ 316,000 | $ 686,000 |
Net loss | (7,941,000) | (5,527,000) | (18,911,000) | (14,558,000) |
Net loss attributable to BlackLine, Inc. | $ (8,332,000) | $ (5,362,000) | $ (21,175,000) | $ (14,143,000) |
Basic net loss per share attributable to BlackLine, Inc. | $ (0.15) | $ (0.10) | $ (0.38) | $ (0.26) |
Diluted net loss per share attributable to BlackLine, Inc. | $ (0.15) | $ (0.10) | $ (0.38) | $ (0.26) |
As Previously Reported | ||||
Provision for (benefit from) income taxes | $ 146,000 | $ 351,000 | ||
Net loss | (5,390,000) | (14,223,000) | ||
Net loss attributable to BlackLine, Inc. | $ (5,225,000) | $ (13,808,000) | ||
Basic net loss per share attributable to BlackLine, Inc. | $ (0.09) | $ (0.25) | ||
Diluted net loss per share attributable to BlackLine, Inc. | $ (0.09) | $ (0.25) | ||
Adjustments | ||||
Provision for (benefit from) income taxes | $ 137,000 | $ 335,000 | ||
Net loss | (137,000) | (335,000) | ||
Net loss attributable to BlackLine, Inc. | $ (137,000) | $ (335,000) | ||
Basic net loss per share attributable to BlackLine, Inc. | $ (0.01) | $ (0.01) | ||
Diluted net loss per share attributable to BlackLine, Inc. | $ (0.01) | $ (0.01) |
Basis of Presentation, Signif_6
Basis of Presentation, Significant Accounting Policies and Recently-Issued Accounting Pronouncements - Schedule of Revisions for the Financial Statement - Condensed Consolidated Statement of Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Net loss | $ (7,941) | $ (5,527) | $ (18,911) | $ (14,558) |
Comprehensive loss | (7,043) | (5,165) | (18,324) | (14,024) |
Comprehensive loss attributable to BlackLine, Inc. | $ (6,736) | (5,054) | $ (17,689) | (13,701) |
As Previously Reported | ||||
Net loss | (5,390) | (14,223) | ||
Comprehensive loss | (5,028) | (13,689) | ||
Comprehensive loss attributable to BlackLine, Inc. | (4,917) | (13,366) | ||
Adjustments | ||||
Net loss | (137) | (335) | ||
Comprehensive loss | (137) | (335) | ||
Comprehensive loss attributable to BlackLine, Inc. | $ (137) | $ (335) |
Basis of Presentation, Signif_7
Basis of Presentation, Significant Accounting Policies and Recently-Issued Accounting Pronouncements - Schedule of Revisions for the Financial Statement - Condensed Consolidated Statements of Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Beginning Balance | $ 396,189 | $ 318,036 | $ 398,613 | $ 319,267 |
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (8,332) | (5,362) | (21,175) | (14,143) |
Ending Balance | 409,778 | 324,548 | 409,778 | 324,548 |
Accumulated Deficit | ||||
Beginning Balance | (174,240) | (141,677) | (163,598) | (132,896) |
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (7,613) | (5,308) | (18,255) | (14,089) |
Ending Balance | $ (181,853) | (146,985) | $ (181,853) | (146,985) |
As Previously Reported | ||||
Beginning Balance | 320,536 | 321,569 | ||
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (5,225) | (13,808) | ||
Ending Balance | 327,185 | 327,185 | ||
As Previously Reported | Accumulated Deficit | ||||
Beginning Balance | (139,177) | (130,594) | ||
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (5,171) | (13,754) | ||
Ending Balance | (144,348) | (144,348) | ||
Adjustments | ||||
Beginning Balance | (2,500) | (2,302) | ||
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (137) | (335) | ||
Ending Balance | (2,637) | (2,637) | ||
Adjustments | Accumulated Deficit | ||||
Beginning Balance | (2,500) | (2,302) | ||
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (137) | (335) | ||
Ending Balance | $ (2,637) | $ (2,637) |
Basis of Presentation, Signif_8
Basis of Presentation, Significant Accounting Policies and Recently-Issued Accounting Pronouncements - Schedule of Revisions for the Financial Statement - Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Net loss attributable to BlackLine, Inc. | $ (8,332) | $ (5,362) | $ (21,175) | $ (14,143) |
Net loss | $ (7,941) | (5,527) | (18,911) | (14,558) |
Deferred income taxes | 162 | 583 | ||
Accrued expenses and other current liabilities | $ (7,700) | (4,317) | ||
As Previously Reported | ||||
Net loss attributable to BlackLine, Inc. | (5,225) | (13,808) | ||
Net loss | (5,390) | (14,223) | ||
Deferred income taxes | (18) | |||
Accrued expenses and other current liabilities | (4,051) | |||
Adjustments | ||||
Net loss attributable to BlackLine, Inc. | (137) | (335) | ||
Net loss | $ (137) | (335) | ||
Deferred income taxes | 601 | |||
Accrued expenses and other current liabilities | $ (266) |
Redeemable Non-Controlling In_3
Redeemable Non-Controlling Interest - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended |
Oct. 31, 2018 | Jun. 30, 2020 | |
Redeemable Noncontrolling Interest [Line Items] | ||
Redeemable non-controlling interest | $ 4.8 | |
BlackLine K.K. | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Business combination, agreement date | Sep. 30, 2018 | |
Business combination, contribution | $ 4.5 | |
Business combination, outstanding common stock percentage | 51.00% |
Redeemable Non-Controlling In_4
Redeemable Non-Controlling Interest - Summary of Redeemable Non-Controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Equity Method Investments And Joint Ventures [Abstract] | ||||
Balance at beginning of period | $ 6,778 | $ 4,175 | $ 4,905 | $ 4,387 |
Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) | (328) | (219) | (656) | (469) |
Foreign currency translation | 21 | 108 | 21 | 146 |
Adjustment to redeemable non-controlling interest | 719 | 54 | 2,920 | 54 |
Balance at end of period | $ 7,190 | $ 4,118 | $ 7,190 | $ 4,118 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Investments in Marketable Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 154,220 | $ 487,404 |
Gross Unrealized Gains | 677 | 130 |
Gross Unrealized Losses | (21) | (19) |
Fair Value | 154,876 | 487,515 |
U.S. treasury securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 28,525 | 382,269 |
Gross Unrealized Gains | 81 | 67 |
Gross Unrealized Losses | (1) | |
Fair Value | 28,606 | 382,335 |
Corporate bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 120,524 | 77,009 |
Gross Unrealized Gains | 596 | 63 |
Gross Unrealized Losses | (21) | (18) |
Fair Value | 121,099 | 77,054 |
Commercial paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 5,171 | 28,126 |
Fair Value | $ 5,171 | $ 28,126 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Schedule Of Available For Sale Securities [Line Items] | |||||
Realized gain and losses recognized | $ 100,000 | $ 0 | $ 100,000 | $ 0 | |
Net gains and losses on maturities of marketable securities reclassified from accumulated other comprehensive loss to earnings | (200,000) | $ 200,000 | 600,000 | $ 500,000 | |
Marketable securities in continuous loss position for less than 12 months, estimated fair value | 12,000,000 | 12,000,000 | $ 83,900,000 | ||
Marketable securities in continuous loss position for greater than 12 months | $ 0 | $ 0 | |||
Maximum | |||||
Schedule Of Available For Sale Securities [Line Items] | |||||
Marketable securities contractual maturity period | 2 years |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Amortized Cost and Fair Values of Marketable Securities, by Remaining Contractual Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Maturing within 1 year | $ 149,194 | |
Maturing between 1 and 2 years | 5,026 | |
Amortized Cost | 154,220 | $ 487,404 |
Maturing within 1 year | 149,868 | |
Maturing between 1 and 2 years | 5,008 | |
Total, Fair Value | $ 154,876 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 |
Balance Sheet Related Disclosures [Abstract] | |||
Deferred customer contract acquisition costs | $ 53,046 | $ 49,709 | |
Restricted cash | 250 | 250 | $ 253 |
Capitalized software implementation costs | 1,565 | 1,237 | |
Other assets | 1,428 | 1,687 | |
Other Assets Noncurrent | $ 56,289 | $ 52,883 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued salaries and employee benefits | $ 14,721 | $ 20,775 |
Accrued income and other taxes payable | 2,629 | 4,198 |
Other accrued expenses and current liabilities | 5,563 | 5,125 |
Accrued expenses and other current liabilities | $ 22,913 | $ 30,098 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | $ 610,972 | $ 527,282 |
Liabilities | ||
Contingent consideration | 6,286 | 6,362 |
Total liabilities | 6,286 | 6,362 |
Money market funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 456,096 | 39,767 |
Commercial paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 5,171 | 28,126 |
U.S. treasury securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 28,606 | 382,335 |
Corporate bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 121,099 | 77,054 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 484,702 | 422,102 |
Level 1 | Money market funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 456,096 | 39,767 |
Level 1 | U.S. treasury securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 28,606 | 382,335 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 126,270 | 105,180 |
Level 2 | Commercial paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 5,171 | 28,126 |
Level 2 | Corporate bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 121,099 | 77,054 |
Level 3 | ||
Liabilities | ||
Contingent consideration | 6,286 | 6,362 |
Total liabilities | $ 6,286 | $ 6,362 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Contingent Consideration Liability (Details) - Contingent Consideration - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||
Beginning fair value | $ 6,507 | $ 6,307 | $ 6,362 | $ 6,316 |
Change in fair value | (221) | 193 | (76) | 184 |
Ending fair value | $ 6,286 | $ 6,500 | $ 6,286 | $ 6,500 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Details) - USD ($) $ in Thousands | Aug. 13, 2019 | Jun. 30, 2020 | Jun. 30, 2020 |
Debt Instrument [Line Items] | |||
Interest expense related to amortization of debt discount and issuance costs | $ 11,116 | ||
0.125% Convertible Senior Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Proceeds form issuance of convertible note | $ 500,000 | ||
Convertible senior notes interest rate | 0.125% | ||
Option to purchase aggregate principal amount | $ 65,000 | ||
Interest expense related to amortization of debt discount and issuance costs | $ 5,600 | 11,100 | |
Coupon interest expense | 200 | $ 300 | |
Remaining life of notes | 49 months | ||
0.125% Convertible Senior Notes Due 2024 | Level 2 | |||
Debt Instrument [Line Items] | |||
Estimated fair value of convertible senior notes | $ 640,300 | $ 640,300 |
Convertible Senior Notes - Summ
Convertible Senior Notes - Summary of Notes (Details) - 0.125% Convertible Senior Notes Due 2024 $ in Thousands | Jun. 30, 2020USD ($) |
Debt Instrument [Line Items] | |
Principal | $ 500,000 |
Unamortized debt discount and issuance costs | (104,541) |
Net carrying amount | 395,459 |
Carrying amount of the equity component | $ 111,230 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - BlackLine Systems, Inc. - USD ($) $ in Millions | Sep. 03, 2013 | Jun. 30, 2020 | Dec. 31, 2019 |
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 | $ 6.3 | $ 6.4 |
Equity Awards - Summary of Stoc
Equity Awards - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 12,616 | $ 8,012 | $ 22,072 | $ 14,464 |
Cost of Revenues | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,706 | 1,159 | 3,029 | 2,047 |
Sales and Marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 5,577 | 3,558 | 9,970 | 6,552 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,735 | 1,235 | 2,964 | 2,179 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 3,598 | $ 2,060 | $ 6,109 | $ 3,686 |
Equity Awards - Additional Info
Equity Awards - Additional Information (Details) | Jul. 01, 2020shares | Oct. 31, 2016USD ($)Officer$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)shares | Jun. 30, 2019USD ($) |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation capitalized as an asset | $ 400,000 | $ 100,000 | $ 500,000 | $ 200,000 | ||
Stock options granted to purchase shares of common stock for employee | shares | 555,000 | |||||
Stock-based compensation, cost | $ 12,616,000 | $ 8,012,000 | $ 22,072,000 | $ 14,464,000 | ||
Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of officers, options granted | Officer | 2 | |||||
Officer | Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options granted to purchase shares of common stock for employee | shares | 682,800 | |||||
Exercise price of options, granted | $ / shares | $ 14 | |||||
Options vesting terms | The performance conditions included meeting yearly cash flow targets and cumulative annual recurring revenue targets through 2019. | |||||
Stock-based compensation, cost | $ 0 | |||||
Total fair value of awards grant | $ 24,000,000 | |||||
Stock option canceled | shares | 200,000 |
Equity Awards - Summary of St_2
Equity Awards - Summary of Stock Options Activity (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding, Beginning balance | 3,486 |
Granted | 555 |
Exercised | (506) |
Forfeited/canceled | (19) |
Outstanding, Ending balance | 3,516 |
Equity Awards - Summary of Rest
Equity Awards - Summary of Restricted Stock Units Activity (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2020shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Restricted stock units, Nonvested, Beginning balance | 1,654 |
Restricted stock units, Granted | 979 |
Restricted stock units, Vested | (414) |
Restricted stock units, Forfeited/canceled | (43) |
Restricted stock units, Nonvested, Ending balance | 2,176 |
Unearned Revenue and Performa_2
Unearned Revenue and Performance Obligations - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Unearned Revenue And Performance Obligations [Abstract] | ||
Deferred revenue recognized | $ 119.4 | $ 94.5 |
Contracted not recognized revenue | $ 395.1 | |
Contracted not recognized revenue, expects to recognize revenue over next 12 months | 60.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Corporate tax rate | 21.00% | |||
Income tax expense (benefit) | $ (41,000) | $ 283,000 | $ 316,000 | $ 686,000 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Basic and Diluted Loss per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator: | ||||
Net loss attributable to BlackLine, Inc. | $ (8,332) | $ (5,362) | $ (21,175) | $ (14,143) |
Denominator: | ||||
Weighted average shares | 56,614 | 55,171 | 56,394 | 55,004 |
Shares used to calculate diluted net loss per share | 56,614 | 55,171 | 56,394 | 55,004 |
Basic net loss per share attributable to BlackLine, Inc. | $ (0.15) | $ (0.10) | $ (0.38) | $ (0.26) |
Diluted net loss per share attributable to BlackLine, Inc. | $ (0.15) | $ (0.10) | $ (0.38) | $ (0.26) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Potentially Dilutive Shares Excluded From Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from net loss per share | 6,375 | 6,401 |
Stock options with service-only vesting conditions | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from net loss per share | 3,516 | 3,973 |
Stock options with performance conditions | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from net loss per share | 683 | 683 |
Restricted stock units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from net loss per share | 2,176 | 1,745 |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Details) - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share Basic [Line Items] | ||
Conversion option in notes not considered in calculation of diluted net loss per share | 6,375 | 6,401 |
Conversion price | $ 73.40 | |
Convertible Notes | ||
Earnings Per Share Basic [Line Items] | ||
Conversion option in notes not considered in calculation of diluted net loss per share | 6,800 | |
Convertible Notes | Certain Corporate Events Occur Prior to Maturity Date Or Company Issues Notice of Redemption | ||
Earnings Per Share Basic [Line Items] | ||
Conversion option in notes not considered in calculation of diluted net loss per share | 9,400 |
Geographic Information - Schedu
Geographic Information - Schedule of Disaggregation of Revenues by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 83,272 | $ 69,664 | $ 165,870 | $ 133,793 |
United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 62,131 | 53,731 | 124,726 | 103,899 |
International | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 21,141 | $ 15,933 | $ 41,144 | $ 29,894 |