Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 18, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37924 | ||
Entity Registrant Name | BlackLine, Inc. | ||
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 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | BL | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,285,000,000 | ||
Entity Common Stock, Shares Outstanding | 57,786,435 | ||
Documents Incorporated by Reference | Portions of the information called for by Part III of this Annual Report on Form 10-K where indicated are hereby incorporated by reference from the Definitive Proxy Statement for the registrant’s Annual Meeting of Stockholders to be held in 2021, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the registrant’s fiscal year ended December 31, 2020. | ||
Entity Central Index Key | 0001666134 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 367,413 | $ 120,232 |
Marketable securities | 175,206 | 487,515 |
Accounts receivable, net of allowances for credit losses of $3,737 and $3,533 at December 31, 2020 and 2019, respectively | 111,270 | 102,829 |
Prepaid expenses and other current assets | 20,226 | 12,830 |
Total current assets | 674,115 | 723,406 |
Capitalized software development costs, net | 15,690 | 10,032 |
Property and equipment, net | 13,239 | 13,024 |
Intangible assets, net | 46,674 | 17,520 |
Goodwill | 289,710 | 185,138 |
Operating lease right-of-use assets | 8,708 | 12,549 |
Other assets | 65,369 | 52,883 |
Total assets | 1,113,505 | 1,014,552 |
Current liabilities: | ||
Accounts payable | 3,150 | 7,401 |
Accrued expenses and other current liabilities | 35,958 | 30,098 |
Deferred revenue | 191,137 | 162,552 |
Short-term portion of operating lease liabilities | 4,147 | 4,938 |
Short-term portion of contingent consideration | 7,938 | 2,008 |
Total current liabilities | 242,330 | 206,997 |
Operating lease liabilities, noncurrent | 7,356 | 10,606 |
Convertible senior notes, net | 407,032 | 384,343 |
Contingent consideration | 15,552 | 4,354 |
Deferred tax liabilities, net | 6,566 | 4,571 |
Deferred revenue, noncurrent | 75 | 163 |
Total liabilities | 678,911 | 611,034 |
Commitments and contingencies (Note 15) | ||
Redeemable non-controlling interest (Note 4) | 12,524 | 4,905 |
Stockholders' equity: | ||
Common stock, $0.01 par value, 500,000,000 shares authorized, 57,682,118 issued and outstanding at December 31, 2020 and 55,930,994 issued and outstanding at December 31, 2019 | 577 | 559 |
Additional paid-in capital | 622,768 | 561,275 |
Accumulated other comprehensive income | 376 | 377 |
Accumulated deficit | (201,651) | (163,598) |
Total stockholders' equity | 422,070 | 398,613 |
Total liabilities, redeemable non-controlling interest, and stockholders' equity | $ 1,113,505 | $ 1,014,552 |
CONSOLIDATED BALANCE SHEETS (PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful accounts | $ 3,737 | $ 3,533 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 57,682,118 | 55,930,994 |
Common stock, shares outstanding (in shares) | 57,682,118 | 55,930,994 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | |||
Total revenues | $ 351,737 | $ 288,976 | $ 227,788 |
Cost of revenues | |||
Total cost of revenues | 68,972 | 58,975 | 50,874 |
Gross profit | 282,765 | 230,001 | 176,914 |
Operating expenses | |||
Sales and marketing | 174,581 | 158,837 | 128,808 |
Research and development | 56,464 | 43,006 | 30,754 |
General and administrative | 71,611 | 56,057 | 47,188 |
Total operating expenses | 302,656 | 257,900 | 206,750 |
Loss from operations | (19,891) | (27,899) | (29,836) |
Other income (expense) | |||
Interest income | 4,502 | 6,128 | 2,136 |
Interest expense | (23,311) | (8,650) | (4) |
Other income (expense), net | (18,809) | (2,522) | 2,132 |
Loss before income taxes | (38,700) | (30,421) | (27,704) |
Provision for income taxes | 702 | 1,725 | 1,072 |
Net loss | (39,402) | (32,146) | (28,776) |
Net loss attributable to non-controlling interest (Note 4) | (1,349) | (1,444) | (62) |
Adjustment attributable to non-controlling interest (Note 4) | 8,858 | 1,833 | 0 |
Net loss attributable to BlackLine, Inc. | $ (46,911) | $ (32,535) | $ (28,714) |
Basic net loss per share attributable to BlackLine, Inc. (in usd per share) | $ (0.83) | $ (0.59) | $ (0.53) |
Shares used to calculate basic net loss per share (in shares) | 56,832 | 55,320 | 53,912 |
Diluted net loss per share attributable to BlackLine, Inc. (in usd per share) | $ (0.83) | $ (0.59) | $ (0.53) |
Shares used to calculate diluted net loss per share (in shares) | 56,832 | 55,320 | 53,912 |
Subscription and support | |||
Revenues | |||
Total revenues | $ 328,559 | $ 272,447 | $ 217,406 |
Cost of revenues | |||
Total cost of revenues | 47,919 | 44,968 | 41,428 |
Professional services | |||
Revenues | |||
Total revenues | 23,178 | 16,529 | 10,382 |
Cost of revenues | |||
Total cost of revenues | $ 21,053 | $ 14,007 | $ 9,446 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (39,402) | $ (32,146) | $ (28,776) |
Other comprehensive income (loss): | |||
Net change in unrealized gains (losses) on marketable securities, net of tax of $0 for the years ended December 31, 2020, 2019 and 2018 | (111) | 200 | (26) |
Foreign currency translation | 220 | 261 | 266 |
Other comprehensive income | 109 | 461 | 240 |
Comprehensive loss | (39,293) | (31,685) | (28,536) |
Less comprehensive income (loss) attributable to redeemable non-controlling interest: | |||
Net loss attributable to redeemable non-controlling interest | (1,349) | (1,444) | (62) |
Foreign currency translation attributable to redeemable non-controlling interest | 110 | 129 | 132 |
Comprehensive income (loss) attributable to redeemable non-controlling interest | (1,239) | (1,315) | 70 |
Comprehensive loss attributable to BlackLine, Inc. | $ (38,054) | $ (30,370) | $ (28,606) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (PARENTHETICAL) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net change in unrealized gain (losses) on marketable securities, tax | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning Balance (in shares) at Dec. 31, 2017 | 52,983 | ||||
Beginning Balance at Dec. 31, 2017 | $ 315,913 | $ 530 | $ 419,628 | $ (63) | $ (104,182) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock option exercises (in shares) | 1,698 | ||||
Vesting of restricted stock units | 14,004 | $ 17 | 13,987 | ||
Vesting of restricted stock units (in shares) | 2 | ||||
Acquisition of common stock for tax withholding obligations | (3,356) | (3,356) | |||
Stock-based compensation | 21,312 | 21,312 | |||
Other comprehensive income (loss) | 108 | 108 | |||
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (28,714) | (28,714) | |||
Ending Balance (in shares) at Dec. 31, 2018 | 54,683 | ||||
Ending Balance at Dec. 31, 2018 | 319,267 | $ 547 | 451,571 | 45 | (132,896) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock option exercises (in shares) | 691 | ||||
Vesting of restricted stock units | 10,566 | $ 5 | 10,561 | ||
Vesting of restricted stock units (in shares) | 406 | ||||
Vesting of restricted stock units | 5 | $ 5 | |||
Issuance of common stock through employee stock purchase plan (in shares) | 151 | ||||
Issuance of common stock through employee stock purchase plan | 5,295 | $ 2 | 5,293 | ||
Acquisition of common stock for tax withholding obligations | (3,940) | (3,940) | |||
Stock-based compensation | 34,543 | 34,543 | |||
Other comprehensive income (loss) | 332 | 332 | |||
Equity component of convertible senior notes, net of issuance costs | 111,230 | 111,230 | |||
Purchase of capped calls | (46,150) | (46,150) | |||
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (32,535) | (1,833) | (30,702) | ||
Ending Balance (in shares) at Dec. 31, 2019 | 55,931 | ||||
Ending Balance at Dec. 31, 2019 | 398,613 | $ 559 | 561,275 | 377 | (163,598) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock option exercises (in shares) | 1,034 | ||||
Vesting of restricted stock units | 20,633 | $ 11 | 20,622 | ||
Vesting of restricted stock units (in shares) | 557 | ||||
Vesting of restricted stock units | 5 | $ 5 | |||
Issuance of common stock through employee stock purchase plan (in shares) | 160 | ||||
Issuance of common stock through employee stock purchase plan | 6,972 | $ 2 | 6,970 | ||
Acquisition of common stock for tax withholding obligations | (8,186) | (8,186) | |||
Stock-based compensation | 50,945 | 50,945 | |||
Other comprehensive income (loss) | (1) | (1) | |||
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (46,911) | (8,858) | (38,053) | ||
Ending Balance (in shares) at Dec. 31, 2020 | 57,682 | ||||
Ending Balance at Dec. 31, 2020 | $ 422,070 | $ 577 | $ 622,768 | $ 376 | $ (201,651) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | |||
Net loss attributable to BlackLine, Inc. | $ (46,911) | $ (32,535) | $ (28,714) |
Net loss and adjustment attributable to redeemable non-controlling interest (Note 4) | 7,509 | 389 | (62) |
Net loss | (39,402) | (32,146) | (28,776) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 20,892 | 21,274 | 22,336 |
Change in fair value of contingent consideration | 28 | 46 | 450 |
Amortization of debt discount and issuance costs | 22,689 | 8,410 | 0 |
Stock-based compensation | 49,690 | 34,052 | 20,895 |
Noncash lease expense | 4,653 | 5,013 | 0 |
Accretion of purchase discounts on marketable securities, net | (157) | (2,161) | (928) |
Net foreign currency (gains) losses | (223) | 65 | 420 |
Deferred income taxes | (381) | 1,314 | 213 |
Provision for (benefit from) credit losses | 332 | 157 | (84) |
Changes in operating assets and liabilities, net of impact of acquisition: | |||
Accounts receivable | (5,733) | (27,962) | (13,207) |
Prepaid expenses and other current assets | (5,311) | 1,224 | (449) |
Other assets | (12,444) | (16,429) | (9,475) |
Accounts payable | (4,359) | 3,244 | (4,008) |
Accrued expenses and other current liabilities | 3,075 | 5,789 | 4,191 |
Deferred revenue | 26,397 | 33,364 | 24,699 |
Operating lease liabilities | (5,011) | (5,530) | 0 |
Other long-term liabilities | 0 | 0 | (137) |
Net cash provided by operating activities | 54,735 | 29,724 | 16,140 |
Cash flows from investing activities | |||
Purchases of marketable securities | (266,369) | (565,675) | (122,530) |
Proceeds from maturities of marketable securities | 525,691 | 149,638 | 111,394 |
Proceeds from sales of marketable securities | 53,033 | 17,279 | 7,118 |
Capitalized software development costs | (10,578) | (5,060) | (5,675) |
Purchases of property and equipment | (6,513) | (4,632) | (6,284) |
Acquisition, net of cash acquired | (119,337) | 0 | 0 |
Purchases of intangible assets | (2,333) | 0 | 0 |
Net cash provided by (used in) investing activities | 173,594 | (408,450) | (15,977) |
Cash flows from financing activities | |||
Investment from redeemable non-controlling interest | 0 | 0 | 4,317 |
Proceeds from issuance of convertible senior notes, net of issuance costs | 0 | 487,163 | 0 |
Purchase of capped calls related to convertible senior notes | 0 | (46,150) | 0 |
Proceeds from exercises of stock options | 20,638 | 10,571 | 14,004 |
Proceeds from employee stock purchase plan | 6,972 | 5,295 | 0 |
Acquisition of common stock for tax withholding obligations | (8,186) | (3,940) | (3,356) |
Principal payments on capital lease obligations | 0 | 0 | (443) |
Financed purchases of property and equipment | (562) | (427) | 0 |
Net cash provided by financing activities | 18,862 | 452,512 | 14,522 |
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash | 220 | 261 | 266 |
Net increase in cash, cash equivalents, and restricted cash | 247,411 | 74,047 | 14,951 |
Cash, cash equivalents, and restricted cash, beginning of period | 120,502 | 46,455 | 31,504 |
Cash, cash equivalents, and restricted cash, end of period | 367,913 | 120,502 | 46,455 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | |||
Cash and cash equivalents at end of period | 367,413 | 120,232 | 46,181 |
Restricted cash included within other assets at end of period | 273 | 250 | 274 |
Total cash, cash equivalents, and restricted cash at end of period shown in the consolidated statements of cash flows | 120,502 | 120,502 | 46,455 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 604 | 0 | 0 |
Cash paid for income taxes | 619 | 1,007 | 591 |
Non-cash financing and investing activities | |||
Stock-based compensation capitalized for software development | 1,255 | 491 | 417 |
Capitalized software development costs included in accounts payable and accrued expenses and other current liabilities at end of period | 802 | 560 | 359 |
Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities at end of period | 619 | 863 | 168 |
Estimated fair value of contingent consideration | $ 17,100 | $ 0 | $ 0 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company BlackLine, Inc. and its subsidiaries (the “Company” or “BlackLine”) provide financial accounting close solutions delivered primarily as Software as a Service (“SaaS”). The Company’s solutions enable its customers to address various aspects of their financial close process including account reconciliations, variance analysis of account balances, journal entry capabilities, and certain types of data matching capabilities. The Company is a holding company and conducts its operations through its wholly-owned subsidiary, BlackLine Systems, Inc. (“BlackLine Systems”). BlackLine Systems funded its business with investments from its founder and cash flows from operations until September 3, 2013, when the Company acquired BlackLine Systems, and Silver Lake Sumeru and Iconiq acquired a controlling interest in the Company, which is referred to as the “2013 Acquisition.” On October 2, 2020, the Company acquired Rimilia Holdings Ltd. (“Rimilia”), which is referred to as the “Rimilia Acquisition.” 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. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Principles of consolidation and basis of presentation The Company’s consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the operating results of its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, primarily those related to determining the stand alone selling price (“SSP”) for separate deliverables in the Company’s subscription revenue arrangements, allowance for doubtful accounts, fair value of assets and liabilities assumed in a business combination, recoverability of goodwill and long-lived assets, useful lives associated with long-lived assets, income taxes, contingencies, fair value of contingent consideration, fair value of convertible senior notes, redemption value of redeemable non-controlling interest, and the valuation and assumptions underlying stock-based compensation. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. 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, including resurgences; 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 economic 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 December 31, 2020 and through the date of this report. The accounting matters assessed included, but were not limited to, the Company’s allowance for credit losses and doubtful accounts, 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 year ended December 31, 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. Segments Management has determined that the Company has one operating segment. The Company’s chief operating decision maker, reviews financial information on a consolidated and aggregate basis, together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance. Concentration of credit risk and significant customers Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash and cash equivalents, investments in marketable securities and accounts receivable. The Company maintains the majority of its cash balances with one major commercial bank in interest bearing accounts, which exceeds the Federal Deposit Insurance Corporation, or FDIC, federally insured limits. The Company invests its excess cash in money market mutual funds, commercial paper, corporate bonds, and U.S. treasury securities. To date, the Company has not experienced any impairment losses on its investments. For the years ended December 31, 2020, 2019, and 2018, no single customer comprised 10% or more of the Company’s total revenues. No single customer had an accounts receivable balance of 10% or greater of total accounts receivable at December 31, 2020 or 2019. Cash and cash equivalents The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash includes cash held in checking and savings accounts. Cash equivalents are comprised of investments in money market mutual funds. The carrying value of cash and cash equivalents approximates fair value. Restricted cash Included in other assets and prepaid expenses and other current assets was $0.5 million and $0.3 million of restricted cash at December 31, 2020 and 2019, respectively. The cash was required to be restricted as to use by the Company’s office leaseholder to collateralize a standby letter of credit and under the terms of the Company’s corporate credit card programs. 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 is written down to fair value through other income (expense), net. 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 assessment, 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 indicates 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 allowance for credit losses is recognized in accumulated other comprehensive loss in the 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 year ended December 31, 2020. The Company has not recorded any impairment charges for unrealized losses in the periods presented. Accounts receivable and credit losses 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 consolidated statements of operations. Leases On January 1, 2019, the Company adopted Accounting Standards Codification ("ASC") No. 842, Leases , on a modified retrospective basis. Financial information related to periods prior to adoption are as originally reported under ASC 840, Leases . The Company made accounting policy elections, including a short-term lease exception policy, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with expected terms of 12 months or less), and an accounting policy to account for lease and certain non-lease components as a single component for certain classes of assets. The portfolio approach, which allows a lessee to account for its leases at a portfolio level, was elected for certain equipment leases in which the difference in accounting for each asset separately would not have been materially different from accounting for the assets as a combined unit. The Company has leases for office space, equipment, and data centers. The Company’s leases have remaining initial lease terms of less than one year to approximately five years, some of which include options to extend the leases for up to nine years, and some of which include options to terminate the leases within one year. The Company determines whether an arrangement is a lease, or contains a lease, at inception if the Company is both able to identify an asset and can conclude it has the right to control the identified asset for a period of time. Leases are included in operating lease ROU assets and operating lease liabilities on the Company’s consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. ROU assets represent the Company’s right to control an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at commencement date in determining the discount rate used to present value lease payments. The Company used the incremental borrowing rate on January 1, 2019 for operating leases that commenced on or prior to that date. The Company uses the incremental borrowing rate at the commencement date, or remeasurement date, for operating leases. The incremental borrowing rate used is estimated based on what the Company would be required to pay for a collateralized loan over a similar term. Additionally, the Company used the portfolio approach when applying the discount rate selected based on the dollar amount and term of the obligation. The Company’s leases typically do not include any residual value guarantees, bargain purchase options, or asset retirement obligations. The Company’s lease terms are only for periods in which it has enforceable rights. A lease is no longer enforceable when both the lessee and the lessor each have the right to terminate the lease without permission from the other party with no more than an insignificant penalty. The Company’s lease terms are impacted by options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company generally uses the base, non-cancelable lease term when determining the lease assets and liabilities. The Company’s agreements may contain variable lease payments. The Company includes variable lease payments that depend on an index or a rate and excludes those which depend on facts or circumstances occurring after the commencement date, other than the passage of time. Additionally, for certain equipment leases, the Company applies a portfolio approach to effectively account for the operating lease ROU assets and operating lease liabilities. Judgment is required when determining whether any of the Company’s data center contracts contain a lease. The Company concluded a lease exists when the asset is specifically identifiable, substantially all the economic benefit of the asset is obtained, and the right to direct the use of the asset exists during the term of the lease. Property and equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is generally three Capitalized internal-use software costs The Company accounts for the costs of computer software obtained or developed for internal use in accordance with ASC 350, Intangibles—Goodwill and Other (“ASC 350”). The Company capitalizes certain costs in the development of its Software as a Service (“SaaS”) subscription solution when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and performed as intended. These capitalized costs include personnel and related expenses for employees and costs of third-party contractors who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs incurred for significant upgrades and enhancements to the Company’s SaaS software solutions are also capitalized. Costs incurred for training, maintenance and minor modifications or enhancements are expensed as incurred. Capitalized software development costs are amortized using the straight-line method over an estimated useful life of three years. During the years ended December 31, 2020, 2019, and 2018, the Company amortized $6.4 million, $4.7 million, and $3.9 million, respectively, of internal-use software development costs to subscription and support cost of revenues. At December 31, 2020 and 2019, the accumulated amortization of capitalized internal-use software development costs was $19.7 million and $14.3 million, respectively. The Company capitalizes certain implementation costs incurred in a hosting arrangement that is a service contract. These capitalized costs exclude training costs, project management costs, and data migration costs. Capitalized software implementation costs are amortized using the straight-line method over the terms of the associated hosting arrangements. Amortization of internal-use software implementation costs included in sales and marketing expenses in the consolidated statement of operations was $0.1 million for the year ended December 31, 2020. During the years ended December 31, 2019 and 2018, the Company had no material amortization of internal-use software implementation costs. Intangible assets Intangible assets primarily consist of developed technology, customer relationships, and trade names, which were acquired as part of the 2013 Acquisition, the Runbook Acquisition, and the Rimilia Acquisition. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from one Impairment of long-lived assets Management evaluates the recoverability of the Company’s property and equipment, finite-lived intangible assets and capitalized internal-software costs when events or changes in circumstances indicate a potential impairment exists. Events and changes in circumstances considered by the Company in determining whether the carrying value of long-lived assets may not be recoverable include, but are not limited to, significant changes in performance relative to expected operating results, significant changes in the use of the assets, significant negative industry or economic trends, and changes in the Company’s business strategy. Impairment testing is performed at an asset level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (an “asset group”). In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of the asset group. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company determined that there were no events or changes in circumstances that potentially indicated that the Company’s long-lived assets were impaired during the years ended December 31, 2020, 2019, and 2018. Business combinations The results of businesses acquired in business combinations are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company tests goodwill for impairment in accordance with the provisions of ASC 350, Intangibles—Goodwill and Other . Goodwill is tested for impairment at least annually at the reporting unit level or whenever events or changes in circumstances indicate that goodwill might be impaired. Events or changes in circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, unanticipated competition, loss of key personnel, significant changes in the use of the acquired assets or the Company’s strategy, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. ASC 350 provides that an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if an entity concludes otherwise, then it is required to perform an impairment test. The first step involves comparing the estimated fair value of a reporting unit with its book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the fair value of the reporting unit is less than book value, then an impairment charge is recorded for the difference between the reporting unit’s fair value and carrying amount, not to exceed the carrying amount of the goodwill. The Company has one reporting unit, and it tests its goodwill for impairment annually, during the fourth quarter of the calendar year. At December 31, 2020 and 2019, the Company used the quantitative approach to perform its annual goodwill impairment test. The fair value of the Company's reporting unit significantly exceeded the carrying value of its net assets and, accordingly, goodwill was not impaired. Redeemable non-controlling interest The Company's Japanese subsidiary (“BlackLine K.K.”) is not wholly owned. The agreements with the minority investors of BlackLine K.K. contain redemption features whereby the interest held by the minority investors are redeemable either (i) at the option of the minority investors or (ii) at the option of the Company, both beginning on the seventh anniversary of the initial capital contribution. If the interest of the minority investors were to be redeemed under these agreements, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenue of BlackLine K.K. and the Company. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest's share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. These interests are presented on the consolidated balance sheets outside of equity under the caption "Redeemable non-controlling interest." Convertible Senior Notes The Company accounts for the issued Convertible Senior Notes (the “Notes”) as separate liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the difference between the proceeds and the fair value of a similar liability that does not have an associated convertible feature. This difference represents a debt discount that is amortized to interest expense over the term of the Notes using the effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The Company has allocated issuance costs incurred to the liability and equity components. Issuance costs attributable to the liability component are being amortized to expense over the respective term of the Notes, and issuance costs attributable to the equity components were netted with the respective equity component in additional paid-in capital. To the extent that the Company receives conversion requests prior to the maturity of the Notes, a portion of the equity component is classified as temporary equity, which is measured as the difference between the principal and net carrying amount of the Notes requested for conversion. Upon settlement of the conversion requests, the difference between the fair value and the amortized book value of the liability component of the Notes requested for conversion is recorded as a gain or loss on early conversion. The fair value of the Notes are measured based on a similar liability that does not have an associated convertible feature based on the remaining term of the Notes. Fair value of financial instruments ASC 820, Fair Value Measurement, requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: Level 1: Quoted prices in active markets for identical or similar assets and liabilities. Level 2: Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. At December 31, 2020 and 2019, the carrying values of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of such instruments. Contingent consideration related to acquisitions is recorded at fair value as a liability on the acquisition date and is remeasured at each reporting date, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions management believes would be made by a market participant. Management assesses these estimates on an ongoing basis as additional data impacting the assumptions becomes available. Changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within general and administrative expenses in the consolidated statements of operations. The Company determined the fair value of the contingent consideration relating to the 2013 Acquisition by discounting estimated future taxable income. The significant inputs used in the fair value measurement of contingent consideration are the timing and amount of taxable income in any given period and determining an appropriate discount rate, which considers the risk associated with the forecasted taxable income. Significant changes in the estimated future taxable income and the periods in which they are generated would significantly impact the fair value of the contingent consideration liability. To estimate the fair value of the contingent consideration liability, management utilized a Monte Carlo simulation model to value the earn-out based on the likelihood of reaching firm specific targets. Significant inputs used in the fair value measurement of contingent consideration are the amount and timing of Rimilia Annual Recurring Revenue ("ARR") in each year over a two year period subsequent to the acquisition date. Significant inputs used in the fair value measurement of contingent consideration are the amount and timing of Rimilia's ARR in each year over a two year period subsequent to the acquisition and determining an appropriate discount rate, which considers the risk associated with the forecasted Rimilia ARR. Significant changes in the estimated future Rimilia ARR would significantly impact the fair value of the contingent consideration liability. Certain assets, including goodwill and long-lived assets, are also subject to measurement at fair value on a non-recurring basis if they are deemed to be impaired as a result of an impairment review. For the years ended December 31, 2020, 2019, and 2018, no impairments were identified on those assets required to be measured at fair value on a non-recurring basis. Revenue recognition Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of subscription and support services and professional services, which are generally capable of being distinct and accounted for as separate performance obligations. The Company’s agreements do not contain any refund provisions other than in the event of the Company’s non-performance or breach. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation Subscription and support revenue – Customers pay subscription and support fees for access to the Company’s SaaS platform generally for a one three Subscription and support revenue also includes software and related maintenance and support fees on legacy BlackLine solutions, Runbook Company B.V. ("Runbook") software, and Rimilia software. Software licenses for legacy BlackLine solutions, Runbook software, and Rimilia software provide the customer with a right to use the software as it exists when made available to the customer. Customers may have purchased perpetual licenses or term-based licenses, which provide customers with the same functionality and differ mainly in the duration over which the customer benefits from the software. Professional services revenue – Professional services consist of implementation and consulting services to assist the Company’s customers as they deploy its solutions. These services are considered distinct performance obligations. Professional services do not result in significant customization of the subscription service. The Company applies the practical expedient to recognize professional services revenue when it has the right to invoice based on time and materials incurred. The Company applies the optional exemption and has excluded the variable consideration from the disclosure of remaining performance obligations. Significant judgments – The Company’s contracts with customers often include promises to transfer multiple products and services. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is also required to determine the SSP for each distinct performance obligation. The Company typically has more than one SSP for its SaaS solutions and professional services. Additionally, management has determined that there are no third-party offerings reasonably comparable to the Company’s solutions. Therefore, the Company determines the SSPs of subscriptions to the SaaS solutions and professional services based on numerous factors including the Company’s overall pricing objectives, geography, customer size and number of users, and discounting practices. The Company uses historical maintenance renewal fees to estimate SSP for maintenance and support fees bundled with software licenses. The Company uses the residual method to estimate SSP of software licenses, because license pricing is highly variable and not sold separately from maintenance and support. Contract balances – Timing of revenue recognition may differ from the timing of invoicing to customers. The Company records an unbilled receivable when revenue is recognized prior to invoicing, and deferred revenue when revenue is recognized subsequent to invoicing. The Company generally invoices customers annually at the beginning of each annual contract period. The Company records a receivable related to revenue recognized for multi-year agreements as it has an unconditional right to invoice and receive payment in the future related to those services. Deferred revenue is comprised mainly of billings related to the Company’s SaaS solutions in advance of revenue being recognized. Deferred revenue also includes payments for: professional services to be performed in the future; legacy BlackLine maintenance and support; Runbook maintenance, support, license, and implementation; and other offerings for which the Company has been paid in advance and earns the revenue when the Company transfers control of the product or service. Changes in deferred revenue for the years ended December 31, 2020, 2019, and 2018 were primarily due to additional billings in the periods, partially offset by revenue recognized o |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues 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): Year Ended December 31, 2020 2019 2018 United States $ 264,016 $ 223,375 $ 180,152 International 87,721 65,601 47,636 $ 351,737 $ 288,976 $ 227,788 No countries outside the United States represented 10% or more of total revenues. |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Redeemable Non-Controlling Interest | Redeemable Non-Controlling Interest In September 2018, the Company entered into an agreement with Japanese Cloud Computing and M30 LLC (the “Investors”) to engage in the investment, organization, management, and operation of a Japanese subsidiary (“BlackLine K.K.”) of the Company that is focused on the sale of the Company's products in Japan. In October 2018, the Company initially contributed approximately $4.5 million in cash in exchange for 51% of the outstanding common stock of BlackLine K.K. As the Company controls a majority stake in BlackLine K.K., the entity has been consolidated. 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. is classified outside of permanent equity in the Company’s consolidated balance sheets, 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 following table summarizes the activity in the redeemable non-controlling interest for the periods indicated below: December 31, 2020 2019 2018 Balance at beginning of period $ 4,905 $ 4,387 $ — Investment by redeemable non-controlling interest — — 4,317 Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) (1,349) (1,444) (62) Foreign currency translation 110 129 132 Adjustment to redeemable non-controlling interest 8,858 1,833 — Balance at end of period $ 12,524 $ 4,905 $ 4,387 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations On October 2, 2020, the Company completed the acquisition of Rimilia for consideration of $120.0 million payable at the closing of the acquisition with additional cash payments of up to $30.0 million payable upon certain earnout conditions being met. The acquisition expands the Company's capabilities into an adjacent area, adding accounts receivable automation, and accelerating the Company's larger, long-term plan for transforming and modernizing Finance and Accounting. Transaction-related costs incurred by the Company totaling approximately $4.7 million were expensed as incurred and were included in general and administrative expenses in the Company's consolidated statement of operations for the year ended December 31, 2020. The contingent cash consideration was classified as a liability and included in contingent consideration on the Company’s consolidated balance sheet, which will be remeasured on a recurring basis at fair value. To estimate the fair value of the contingent consideration liability, management utilized a Monte Carlo simulation model to value the earn-out based on the likelihood of reaching firm specific targets. Significant inputs used in the fair value measurement of contingent consideration are the amount and timing of Rimilia Annual Recurring Revenue ("ARR") in each year over a two year period subsequent to the acquisition date. At the acquisition date, the fair value of the contingent consideration payable was determined to be $17.1 million. At December 31, 2020, there were no material changes in the range of expected outcomes and the fair value of the contingent consideration from the acquisition date. The Company accounted for the transaction as a business combination using the acquisition method of accounting. The total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date. The total purchase consideration was $121.4 million of cash, reduced by a working capital adjustment of $0.2 million, and $17.1 million in contingent consideration payable based on the amount and timing of Rimilia's future ARR. The purchase price allocation is preliminary. Upon the finalization of the working capital adjustment, the amount of the purchase price allocated to goodwill may change. The major classes of assets and liabilities to which the Company has allocated the total fair value of purchase consideration of $138.4 million were as follows (in thousands): Cash and cash equivalents $ 1,901 Accounts receivable, net 2,232 Prepaid expenses and other current assets 1,873 Property and equipment, net 180 Operating lease right-of-use assets 329 Intangible assets, net 34,500 Goodwill 104,572 Accounts payable (533) Accrued expenses and other current liabilities (1,885) Deferred revenue (2,100) Operating lease liabilities (329) Deferred tax liabilities, net (2,357) Total consideration $ 138,383 The Company believes the amount of goodwill resulting from the acquisition is primarily attributable to increased offerings to customers, enhanced opportunities for growth and innovation, and expected synergies from the assembled workforce. The goodwill resulting from the acquisition is not tax deductible. To determine the estimated fair value of intangible assets acquired, the Company engaged a third-party valuation specialist to assist management. All estimates, key assumptions, and forecasts were either provided by, or reviewed by the Company. While the Company chose to utilize a third-party valuation specialist for assistance, the fair value analysis and related valuations reflect the conclusions of the Company and not those of any third party. The fair value measurements of the intangible assets were based primarily on significant unobservable inputs and thus represent a Level 3 measurement as defined in ASC 820. The acquired intangible asset categories, fair value, and amortization periods, were as follows: Amortization Fair Value Developed technology 11 years $ 21,800 Customer relationships 4 years 12,700 $ 34,500 The weighted average lives of intangible assets at the acquisition date was 8.4 years. The identified intangible assets, developed technology and customer relationships, were valued as follows: Developed technology – The Company valued the finite-lived developed technology using the multi-period excess earnings model ("MPEEM") under the income approach. This method estimates an intangible asset’s value based on the present value of the incremental after-tax cash flows attributable to the intangible asset. The Company applied judgement which involves the use of significant assumptions with respect to the discount rate, obsolescence rate, revenue forecasts, and EBITDA forecasts. Customer relationships – The Company valued the finite-lived customer relationships using the differential cash flow (with-and-without) model. This method assumes that the value of the intangible asset is equal to the difference between the present value of the prospective cash flows with the intangible asset in place and the present value of the prospective cash flows without the intangible asset. The Company applied judgement, which involved the significant assumption of the discount rate and the customer ramp up rate. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2020 | |
Regulated Operations [Abstract] | |
Balance Sheet Components | Balance Sheet Components Investments in Marketable Securities Investments in marketable securities presented within current assets on the consolidated balance sheet consisted of the following: December 31, 2020 Amortized Gross Gross Fair Value (in thousands) Marketable securities U.S. treasury securities $ 149,991 $ 3 $ — $ 149,994 Corporate bonds 22,621 — (8) 22,613 Commercial paper 2,599 — — 2,599 $ 175,211 $ 3 $ (8) $ 175,206 December 31, 2019 Amortized Gross Gross 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 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 Company's consolidated statements of operations, were $0.2 million, $2.0 million, and $1.0 million for the years ended December 31, 2020, 2019, and 2018, respectively. Net gains and losses are determined using the specific identification method. During the years ended December 31, 2020, 2019, and 2018, there were no material realized gains or losses related to sales of marketable securities recognized in the Company’s consolidated statements of operations. Marketable securities in a continuous loss position for less than 12 months had an estimated fair value of $12.6 million and an immaterial amount of unrealized losses at December 31, 2020, and an estimated fair value of $83.9 million and an immaterial amount of unrealized losses at December 31, 2019. At December 31, 2020, there were no marketable securities in a continuous loss position for greater than 12 months. The Company’s marketable securities have a contractual maturity of less than one year. Other Assets Other assets consisted of the following (in thousands): December 31, 2020 2019 Deferred customer contract acquisition costs $ 58,980 $ 49,709 Restricted cash 273 250 Capitalized software implementation costs 2,372 1,237 Other assets 3,744 1,687 $ 65,369 $ 52,883 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Accrued salaries and employee benefits $ 21,707 $ 20,775 Accrued income and other taxes payable 5,496 4,198 Other accrued expenses and current liabilities 8,755 5,125 $ 35,958 $ 30,098 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Lessee Disclosure [Abstract] | |
Leases | Leases The following table sets forth the Company’s lease expense: Year Ended December 31, 2020 2019 (in thousands) Operating lease cost $ 5,364 $ 5,957 Short-term lease cost 697 875 Variable cost 738 630 Total lease cost $ 6,799 $ 7,462 For the year ended December 31, 2020, cash paid for operating lease liabilities was approximately $5.8 million, and right-of-use assets obtained in exchange of lease obligations was approximately $0.8 million, of which $0.3 million related to leases acquired in connection with the Rimilia Acquisition. At December 31, 2020 and 2019, the weighted-average remaining lease term was 3.9 years and 4.2 years, respectively, and the weighted-average discount rate was 5% and 6%, respectively. Maturities of lease liabilities at December 31, 2020 was (in thousands): 2021 $ 4,644 2022 3,297 2023 2,994 2024 484 2025 274 Thereafter 1,019 Total lease payments 12,712 Less imputed interest (1,209) Total $ 11,503 At December 31, 2020, there were no leases entered into that had not yet commenced. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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): December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 98,336 $ — $ — $ 98,336 U.S. treasury securities 199,984 — — 199,984 Marketable securities U.S. treasury securities 149,994 — — 149,994 Corporate bonds — 22,613 — 22,613 Commercial paper — 2,599 — 2,599 Total assets $ 448,314 $ 25,212 $ — $ 473,526 Liabilities Contingent consideration $ — $ — $ 23,490 $ 23,490 Total liabilities $ — $ — $ 23,490 $ 23,490 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): Year Ended December 31, 2020 2019 2018 Beginning fair value $ 6,362 $ 6,316 $ 5,866 Additions in the period 17,100 — — Change in fair value 28 46 450 Ending fair value $ 23,490 $ 6,362 $ 6,316 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2020 2019 Computers and equipment $ 13,480 $ 10,547 Purchased software 10,561 7,745 Furniture and fixtures 2,806 2,606 Leasehold improvements 10,165 10,134 Construction in progress 17 528 37,029 31,560 Less: accumulated depreciation and amortization (23,790) (18,536) $ 13,239 $ 13,024 Depreciation and amortization expense related to property and equipment was $6.8 million, $6.3 million, and $5.4 million for the years ended December 31, 2020, 2019, and 2018, respectively. |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes On August 13, 2019, the Company issued 0.125% Convertible Senior Notes due in 2024 for aggregate gross proceeds of $500.0 million, which includes the initial purchasers’ option of $65.0 million, 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 the Company and U.S. Bank National Association, as trustee (the “Trustee”). Interest on the Notes is payable semi-annually in cash at a rate of 0.125% per annum on February 1 and August 1 of each year, beginning on February 1, 2020. The Notes mature on August 1, 2024 unless redeemed, repurchased or converted prior to such date in accordance with their terms. Prior to the close of business on the business day immediately preceding May 1, 2024, the Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2020, and only during such calendar quarter, if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day (the “Stock Price Condition”); (2) during the five business-day period after any five consecutive trading-day period in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; (3) if the Company calls any or all of the Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events set forth in the Indenture. On or after May 1, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Notes, holders of the Notes, at their option, may convert all or any portion of their Notes regardless of the foregoing conditions. During the quarter ended December 31, 2020, the Stock Price Condition allowing holders of the Notes to convert was met. As a result, holders have the option to convert their Notes at any time during the calendar quarter ending March 31, 2021. The Notes may be convertible thereafter if one or more of the conversion conditions specified in the Indenture and described above is satisfied during future measurement periods. The Notes have an initial conversion rate of 13.6244 shares of common stock per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $73.40 per share of common stock. The conversion rate is subject to adjustment for certain events. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. It is the Company’s current intent to settle conversions of the Notes through “combination settlement”, which involves repayment of the principal portion in cash and any excess of the conversion value over the principal amount in shares of its common stock. If the Company undergoes a fundamental change, as described in the Indenture, prior to the maturity date of the Notes, holders of the Notes may require the Company to repurchase all or a portion of the Notes for cash at a price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Notes are the Company’s senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of current or future subsidiaries of the Company. The Indenture contains customary events of default with respect to the Notes and provides that upon certain events of default occurring and continuing, the Trustee may, and the Trustee at the request of holders of at least 25% in principal amount of the Notes shall, declare all principal and accrued and unpaid interest, if any, of the Notes to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization, involving the Company, all of the principal of, and accrued and unpaid interest on the Notes will automatically become due and payable. In accounting for the issuance of the Notes, the Company allocated the proceeds of the Notes between liability and equity components, with the equity component representing the difference between the proceeds and the fair value of a similar liability that does not have an associated convertible feature. To estimate the fair value of a similar liability that does not have an associated conversion feature, the Company discounted the contractual cash flows of the Notes at an estimated interest rate for a comparable nonconvertible note. The Company applied judgment to determine the interest rate, which was estimated based on the credit spread implied by the Notes issuance and based on the credit spread implied by the J.P. Morgan Yield Index based on estimates of its credit rating. The significant assumptions used in these models were the expected volatility over the term of the Notes and an estimate of the Company’s credit rating. The difference of $114.2 million between the principal amount of the Notes and the liability component was recorded as a debt discount. In addition, the Company incurred $12.8 million of transaction costs related to the Notes of which $9.9 million and $2.9 million, respectively, was allocated to the liability and equity components of the Notes. Transaction costs allocated to the liability component was recorded as additional debt discount. The equity component of the Notes will not be remeasured as long as it continues to meet the conditions for equity classification. The debt discount is amortized to interest expense over the term of the Notes using the effective interest method. The Notes consisted of the following (in thousands): December 31, 2020 2019 Liability: Principal $ 500,000 $ 500,000 Unamortized debt discount and issuance costs (92,968) (115,657) Net carrying amount $ 407,032 $ 384,343 Carrying amount of the equity component $ 111,230 $ 111,230 The effective interest rate of the liability component of the Notes, excluding the conversion option, is 6.06%. The Company carries the Notes at face value less unamortized discount and issuance costs on its consolidated balance sheets and presents the fair value for disclosure purposes only. The estimated fair value of the Notes, based on a market approach at December 31, 2020 was approximately $941.3 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 year ended December 31, 2020, the Company recognized $22.7 million of interest expense related to the amortization of debt discount and issuance costs and $0.6 million of coupon interest expense. During the year ended December 31, 2019, the Company recognized $8.4 million of interest expense related to the amortization of debt discount and issuance costs and $0.2 million of coupon interest expense. At December 31, 2020, the remaining life of the Notes was approximately 43 months. At December 31, 2020 through the date of this filing, the Company has not received any conversion requests for the Notes. Capped Calls In conjunction with the issuance of the Notes, the Company entered into capped call transactions (the “Capped Calls”) with a certain counterparty affiliated with the Initial Purchasers and others at a cost of approximately $46.2 million, which was recorded as a reduction of the Company’s additional paid-in capital in the accompanying consolidated financial statements. Under the Capped Calls, the Company purchased capped call options that in the aggregate relate to the total number of shares of the Company’s common stock, with an exercise price equal to the initial conversion price of each of the Notes, and a cap price of $106.76 per share of common stock, subject to certain adjustments under the terms of the Capped Calls. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event a conversion of the Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the Notes its common stock price exceeds the conversion price of the Notes. As of the date of this filing, the Company has not exercised the Capped Calls in relation to any conversions of the Notes. The cost of the Capped Calls is not expected to be tax deductible as the Company did not elect to integrate the Capped Calls into the Notes for tax purposes. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill The carrying value of intangible assets was as follows (in thousands): December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name $ 15,977 $ (11,720) $ 4,257 Developed technology 64,358 (40,463) 23,895 Customer relationships 44,483 (28,058) 16,425 Defensive patent 2,333 (236) 2,097 $ 127,151 $ (80,477) $ 46,674 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name $ 15,977 $ (10,124) $ 5,853 Developed technology 42,558 (39,270) 3,288 Customer relationships 31,783 (23,404) 8,379 $ 90,318 $ (72,798) $ 17,520 Amortization expense is included in the following functional statements of operations expense categories. Amortization expense was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenues $ 1,192 $ 4,797 $ 6,863 Sales and marketing 4,655 3,872 3,887 General and administrative 1,832 1,596 2,273 $ 7,679 $ 10,265 $ 13,023 The following table presents the Company’s estimate of remaining amortization expense for each of the five succeeding fiscal years and thereafter for finite-lived intangible assets at December 31, 2020 (in thousands): 2021 $ 10,479 2022 8,154 2023 7,622 2024 5,555 2025 2,680 Thereafter 12,184 $ 46,674 The following table represents the changes in goodwill (in thousands): Balance at December 31, 2019 $ 185,138 Addition from acquisition 104,572 Balance at December 31, 2020 $ 289,710 There were no changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The amounts in the tables below reflect the revisions as discussed in Note 2, “Significant Accounting Policies”. The components of income (loss) before income taxes were as follows (in thousands): Year Ended December 31, 2020 2019 2018 United States $ (35,999) $ (33,940) $ (30,967) International (2,701) 3,519 3,263 $ (38,700) $ (30,421) $ (27,704) The components of the total provision for income taxes were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Current Federal $ 7 $ — $ — State 63 59 24 Foreign 1,013 352 835 Total current tax expense 1,083 411 859 Deferred Foreign (381) 1,314 213 Total deferred tax provision (381) 1,314 213 Total provision for income taxes $ 702 $ 1,725 $ 1,072 A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2020, 2019, and 2018 was as follows: Year Ended December 31, 2020 2019 2018 Federal statutory income tax rate 21.0 % 21.0 % 21.0 % State tax, net of federal benefit (0.1) % (0.2) % (0.1) % Federal tax credits 9.1 % 5.8 % 6.4 % Change in valuation allowance (17.8) % (34.1) % (61.2) % Foreign tax differential (2.5) % (4.8) % (5.1) % Windfall tax benefits, net related to stock-based compensation 35.6 % 11.2 % 40.2 % Recaptured dual consolidated losses (38.3) % — % — % Nondeductible officer compensation (5.4) % (2.8) % (1.8) % Nondeductible transaction costs (1.9) % — % — % Nondeductible meals and entertainment (1.0) % (1.9) % (1.7) % Other (0.5) % 0.1 % (1.6) % (1.8) % (5.7) % (3.9) % Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands): December 31, 2020 2019 Deferred tax assets Net operating loss carryforwards $ 52,771 $ 49,310 Business credits 16,016 12,479 Stock-based compensation 7,915 7,155 Operating leases 2,297 3,263 Accrued expenses and other current liabilities 3,037 2,974 Other 368 358 Total deferred tax assets 82,404 75,539 Less: valuation allowance (37,691) (30,598) Deferred tax assets, net of valuation allowance 44,713 44,941 Deferred tax liabilities Convertible notes (20,851) (25,510) Intangible assets (12,315) (6,040) Prepaid expenses (15,670) (15,163) Property and equipment — (186) Right-of-Use asset (1,674) (2,559) Other (751) (54) Total deferred tax liabilities (51,261) (49,512) Net deferred taxes $ (6,548) $ (4,571) ASC 740 requires that the tax benefit of net operating losses, temporary differences, and credit carryforwards be recorded as an asset to the extent that management assesses that realization is "more likely than not." A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. Realization of future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. For financial reporting purposes, the Company has incurred losses for each of the past three years. Based on available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided a valuation allowance against certain deferred tax assets. The net deferred tax liability position at December 31, 2020 was related to the Company’s foreign tax jurisdictions. The changes in the valuation allowance were as follows (in thousands). Year Ended December 31, 2020 2019 2018 Valuation allowance, at beginning of year $ 30,598 $ 45,173 $ 23,904 Increase in valuation allowance recorded through earnings 7,064 12,808 21,269 Increase (decrease) in valuation allowance recorded through equity 29 (27,383) — Valuation allowance, at end of year $ 37,691 $ 30,598 $ 45,173 The Company did not provide for US income taxes on the undistributed earnings and other outside temporary differences of foreign subsidiaries as they are considered indefinitely reinvested outside the United States. At December 31, 2020 and 2019, the amount of temporary differences related to undistributed earnings and other outside temporary differences upon which U.S. income taxes have not been provided is immaterial to these consolidated financial statements. During 2020, the Company elected to change certain foreign subsidiaries from disregarded to controlled foreign corporation tax status for U.S. tax purposes. The change in tax status resulted in the recapture of $70.6 million and $37.7 million for federal and state tax purposes, respectively. Accordingly, the Company’s federal and state net operating losses have been reduced for these recaptured amounts. At December 31, 2020, the Company had consolidated federal and state net operating loss carryforwards available to offset future taxable income of approximately $188.7 million and $98.2 million, respectively. The federal losses will begin to expire in 2033, and the state losses will begin to expire between 2023 and 2033, depending on the jurisdiction. The Company has federal research and development credits and foreign tax credits of $7.8 million and $2.8 million, respectively, which begin to expire in 2033 and 2023, respectively. The Company has state research and development credits and enterprise zone credits of $6.3 million and $0.6 million, respectively, which are indefinite in expiration and begin to expire in 2023, respectively. Pursuant to Internal Revenue Code Section 382, use of the Company’s net operating loss carryforwards may be limited if the Company experiences a cumulative change in ownership of more than 50% over a three-year period. The following is a rollforward of the Company’s total gross unrecognized tax benefits (in thousands): Year Ended December 31, 2020 2019 2018 Beginning gross unrecognized tax benefits $ 1,737 $ 1,223 $ 672 Increases related to prior year tax positions 161 134 130 Increases related to current year tax positions 625 380 421 Ending gross unrecognized tax benefits $ 2,523 $ 1,737 $ 1,223 At December 31, 2020, the realization of unrecognized tax benefits were not expected to impact the effective rate due to a full valuation allowance on federal and state deferred taxes. The Company has not recorded any interest or penalties in its provision for income taxes for the years ended December 31, 2020, 2019, and 2018 and no such amounts have been accrued at December 31, 2020 and 2019. The Company files U.S. federal, various state, and foreign income tax returns. In the normal course of business, the Company is subject to examination by taxing authorities. The tax years from 2013 forward remain subject to examination for federal purposes. Generally, state and foreign tax authorities may examine the Company’s tax returns for four years and five years, respectively, from the date an income tax return is filed. However, the taxing authorities may continue to examine the Company’s federal and state net operating loss carryforwards until the statute of limitations closes on the tax years in which the federal and state net operating losses are utilized. The Company does not anticipate material changes in the total amount or composition of its unrecognized tax benefits within 12 months of the reporting date. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 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): Year Ended December 31, 2020 2019 2018 Numerator: Net loss attributable to BlackLine, Inc. $ (46,911) $ (32,535) $ (28,714) Denominator: Weighted average shares 56,832 55,320 53,912 Add: Dilutive effect of securities — — — Shares used to calculate diluted net loss per share 56,832 55,320 53,912 Basic net loss per share attributable to BlackLine, Inc. $ (0.83) $ (0.59) $ (0.53) Diluted net loss per share attributable to BlackLine, Inc. $ (0.83) $ (0.59) $ (0.53) 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: Year Ended December 31, 2020 2019 2018 Stock options with service-only vesting conditions 2,944 3,486 3,820 Stock options with performance conditions 483 683 683 Restricted stock units 2,072 1,654 1,300 Total shares excluded from net loss per share 5,499 5,823 5,803 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. The conversion option may have a diluted impact on net loss per share when the average market price per share for a given period exceeds the conversion price of the Notes of $73.40 per share. |
Contingent Consideration
Contingent Consideration | 12 Months Ended |
Dec. 31, 2020 | |
Business Combination, Contingent Consideration Arrangements [Abstract] | |
Contingent Consideration | Contingent Consideration 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 $6.4 million at December 31, 2020 and 2019, respectively. See Note 2 for additional information regarding the valuation of the contingent consideration. As a condition of the Rimilia Acquisition, the Company is required to pay additional cash consideration if Rimilia realizes certain ARR thresholds. The maximum contingent cash consideration to be distributed is $30.0 million. The fair value of the contingent consideration was $17.1 million at December 31, 2020. See Note 2 for additional information regarding the valuation of the contingent consideration. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase obligations — At December 31, 2020, the Company had $10.6 million of non-cancelable purchase obligations primarily related to future sales and user conferences and software agreements. 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 December 31, 2020 and 2019, the Company has not accrued a liability for these indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements was not probable or reasonably estimable. |
Equity Awards
Equity Awards | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity Awards | Equity Awards 2014 and 2016 Plans On March 3, 2014, the Company adopted the 2014 Stock Incentive Plan (the “2014 Plan”). In November 2016, upon the completion of the Company’s initial public offering, the Company adopted the 2016 Equity Incentive Plan (the “2016 Plan”) and determined that it will no longer grant any additional awards under the 2014 Plan. However, the 2014 Plan continues to govern the terms and conditions of the outstanding awards previously granted under the 2014 plan. Upon the adoption of the 2016 Plan, the maximum number of shares issuable was 6.2 million, plus a number of shares equal to the number of shares subject to outstanding awards granted under the 2014 Plan after the date the 2014 Plan is terminated without having been exercised in full. The Company’s board of directors may grant stock options and restricted stock units to employees, directors and consultants under the 2016 Plan. The aggregate number of shares available under the 2016 Plan and the number of shares subject to outstanding options automatically adjusts for any changes in the Company’s outstanding common stock by reason of any recapitalization, spin-off, reorganization, reclassification, stock dividend, stock split, reverse stock split, or similar transaction. Stock options and restricted stock units generally vest over four years and have contractual terms of ten years. At December 31, 2020, 12.2 million shares were available for issuance under the 2016 Plan. Stock options with service-only vesting conditions A summary of the Company’s stock option activity and related information for awards that contain service-only vesting conditions was as follows: Shares Weighted- Weighted- Aggregate (in thousands) (in years) (in thousands) Outstanding at December 31, 2019 3,486 $ 26.92 7.0 $ 85,983 Granted 578 $ 57.91 Exercised (1,052) $ 20.36 Forfeited/canceled (68) $ 40.66 Outstanding at December 31, 2020 2,944 $ 35.03 6.8 $ 289,561 Exercisable at December 31, 2020 1,682 $ 24.31 The weighted average grant date fair value per share of options granted during the years ended December 31, 2020, 2019, and 2018 that contain service only vesting conditions were $26.63, $23.40, and $20.15, respectively. The aggregate intrinsic value of options exercised that contain service only vesting conditions during the years ended December 31, 2020, 2019, and 2018 were $62.6 million, $25.6 million, and $66.7 million, respectively. Cash received from the exercise of stock options for the years ended December 31, 2020, 2019, and 2018 was $20.6 million, $10.6 million, and $14.0 million, respectively. Unrecognized compensation expense relating to stock options that contain service only vesting conditions was $24.3 million at December 31, 2020, which is expected to be recognized over a weighted-average period of 2.6 years. Stock options with performance conditions In October 2016, the Company granted options to purchase 682,800 shares of common stock at an exercise price of $14.00 per share to two executive officers that vest upon meeting certain performance conditions and continued service. The performance conditions include meeting yearly cash flow targets and cumulative annual recurring revenue targets through 2019. If each yearly cash flow target is met through 2019, but the full cumulative annual recurring target through 2019 is not met, the executive officers are still able to vest in the award if an additional cash flow target for 2020 and a cumulative annual recurring revenue target through 2020 are achieved. The cash flow performance targets for 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 December 31, 2020, the Company determined that the achievement of the performance targets was not probable and, accordingly, no stock-based compensation expense was recorded for these awards. On July 1, 2020, 200,000 stock options with performance conditions were canceled upon the change in the employment status of one of the officers. On February 17, 2021 (the "Subsequent Determination Date"), the Compensation Committee, under delegation from the Board, certified that the performance targets were not achieved on the Subsequent Determination Date, and as such, the remaining outstanding performance awards, totaling 482,800 stock options were forfeited. Restricted stock units The following table summarizes activity for restricted stock units: Restricted Weighted-Average (in thousands) Nonvested at December 31, 2019 1,654 $ 46.05 Granted 1,208 $ 64.28 Vested (656) $ 46.28 Forfeited/canceled (134) $ 51.16 Nonvested at December 31, 2020 2,072 $ 56.29 At December 31, 2020, the intrinsic value of nonvested restricted stock units was $276.3 million. At December 31, 2020, total unrecognized compensation cost related to nonvested restricted stock units was $99.8 million and was expected to be recognized over a weighted-average period of 2.7 years. Employee Stock Purchase Plan Under the Company’s 2018 Employee Stock Purchase Plan (“ESPP”) eligible employees are granted the right to purchase shares at the lower of 85% of the fair value of the stock at the time of grant or 85% of the fair value at the time of exercise. The right to purchase shares is granted twice yearly for six month offering periods in May and November and exercisable on or about the succeeding November and May, respectively, of each year. Under the ESPP, 1.2 million shares remained available for issuance at December 31, 2020. The Company recognized stock-based compensation expense related to the ESPP of $2.9 million, $2.1 million, and $0.2 million for the years ended December 31, 2020, 2019, and 2018, respectively. The fair value of ESPP shares granted was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2020 2019 2018 Risk-free interest rate 0.1% - 0.2% 1.6% - 2.4% 2.6% Expected term (in years) 0.5 - 1 0.5 - 1 0.7 Volatility 50.2% - 57.8% 39.3% - 54.3% 42.9% At December 31, 2020, total unrecognized compensation cost related to the 2018 ESPP was $3.1 million and was expected to be recognized over a weighted-average period of approximately one year. Stock-based compensation expense Stock-based compensation expense recorded in the Company’s consolidated statements of operations was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenues $ 6,896 $ 4,814 $ 3,265 Sales and marketing 21,546 15,389 8,674 Research and development 7,398 4,729 2,570 General and administrative 13,850 9,120 6,386 $ 49,690 $ 34,052 $ 20,895 Stock-based compensation capitalized as an asset was $1.3 million, $0.5 million, and $0.4 million in the years ended December 31, 2020, 2019, and 2018, respectively. The Company recorded $0.3 million, $0.1 million, and $0.2 million of foreign tax benefits attributable to equity awards for the years ended December 31, 2020, 2019, and 2018, respectively. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Defined Contribution PlanThe Company sponsors a defined contribution retirement plan (the “Plan”) that covers substantially all domestic employees. The Company makes matching contributions of 100% of each $1 of the employee’s contribution up to the first 3% of the employee’s bi-weekly compensation and 50% of each $1 of the employee’s contribution up to the next 2% of the employee’s bi-weekly compensation. Matching contributions to the Plan recorded in the Company’s consolidated statements of operations totaled $4.7 million, $3.6 million, and $2.9 million for the years ended December 31, 2020, 2019, and 2018, respectively. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information The following table sets forth the Company’s long-lived assets, which consist of property and equipment, net, and operating lease right-of-use assets by geographic region (in thousands): Year Ended December 31, 2020 2019 United States $ 17,600 $ 20,848 International 4,347 4,725 $ 21,947 $ 25,573 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 17, 2021, the Compensation Committee of the Board of Directors of BlackLine, Inc. approved restricted stock unit grants to employees totaling 0.1 million shares. Each restricted stock unit entitles the recipient to receive one share of common stock upon vesting of the award. The restricted stock units will vest as to one-fourth of the total number of units awarded on the first anniversary of February 20, 2021 and quarterly thereafter for 12 consecutive quarters. |
Unaudited Quarterly Data
Unaudited Quarterly Data | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Data | Unaudited Quarterly Data The following table sets forth unaudited quarterly consolidated statements of operations data for each of the quarters in the years ended December 31, 2020 and 2019. The Company has prepared the unaudited quarterly consolidated statements of operations data on a basis consistent with the audited annual consolidated financial statements. In the opinion of management, the financial information in this table reflects all adjustments, consisting of normal and recurring adjustments, necessary for the fair statement of this data. Quarter Ended 2020 2019 December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31, Revenues $ 95,710 $ 90,157 $ 83,272 $ 82,598 $ 80,258 $ 74,925 $ 69,664 $ 64,129 Gross profit $ 76,528 $ 73,175 $ 66,529 $ 66,533 $ 65,137 $ 59,633 $ 54,720 $ 50,511 Net loss $ (12,634) $ (7,857) $ (7,941) $ (10,970) $ (8,712) $ (8,876) $ (5,527) $ (9,031) Net loss attributable to non-controlling interest $ (268) $ (425) $ (328) $ (328) $ (466) $ (509) $ (219) $ (250) Adjustment attributable to non-controlling interest $ 4,619 $ 1,319 $ 719 $ 2,201 $ 940 $ 839 $ 54 $ — Net loss attributable to BlackLine, Inc. $ (16,985) $ (8,751) $ (8,332) $ (12,843) $ (9,186) $ (9,206) $ (5,362) $ (8,781) Basic net loss per share attributable to BlackLine, Inc. $ (0.30) $ (0.15) $ (0.15) $ (0.23) $ (0.16) $ (0.17) $ (0.10) $ (0.16) Diluted net loss per share attributable to BlackLine, Inc. $ (0.30) $ (0.15) $ (0.15) $ (0.23) $ (0.16) $ (0.17) $ (0.10) $ (0.16) |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of consolidation and basis of presentation | Principles of consolidation and basis of presentation The Company’s consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the operating results of its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, primarily those related to determining the stand alone selling price (“SSP”) for separate deliverables in the Company’s subscription revenue arrangements, allowance for doubtful accounts, fair value of assets and liabilities assumed in a business combination, recoverability of goodwill and long-lived assets, useful lives associated with long-lived assets, income taxes, contingencies, fair value of contingent consideration, fair value of convertible senior notes, redemption value of redeemable non-controlling interest, and the valuation and assumptions underlying stock-based compensation. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Segments | Segments Management has determined that the Company has one operating segment. The Company’s chief operating decision maker, reviews financial information on a consolidated and aggregate basis, together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance. |
Concentration of credit risk and significant customers | Concentration of credit risk and significant customers Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash and cash equivalents, investments in marketable securities and accounts receivable. The Company maintains the majority of its cash balances with one major commercial bank in interest bearing accounts, which exceeds the Federal Deposit Insurance Corporation, or FDIC, federally insured limits. The Company invests its excess cash in money market mutual funds, commercial paper, corporate bonds, and U.S. treasury securities. To date, the Company has not experienced any impairment losses on its investments. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash includes cash held in checking and savings accounts. Cash equivalents are comprised of investments in money market mutual funds. The carrying value of cash and cash equivalents approximates fair value. |
Restricted cash | Restricted cash Included in other assets and prepaid expenses and other current assets was $0.5 million and $0.3 million of restricted cash at December 31, 2020 and 2019, respectively. The cash was required to be restricted as to use by the Company’s office leaseholder to collateralize a standby letter of credit and under the terms of the Company’s corporate credit card programs. |
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 is written down to fair value through other income (expense), net. 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 assessment, 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 indicates 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 allowance for credit losses is recognized in accumulated other comprehensive loss in the consolidated statements of stockholders’ equity. |
Accounts receivable and credit losses | Accounts receivable and credit lossesAccounts 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 consolidated statements of operations. |
Leases | Leases On January 1, 2019, the Company adopted Accounting Standards Codification ("ASC") No. 842, Leases , on a modified retrospective basis. Financial information related to periods prior to adoption are as originally reported under ASC 840, Leases . The Company made accounting policy elections, including a short-term lease exception policy, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with expected terms of 12 months or less), and an accounting policy to account for lease and certain non-lease components as a single component for certain classes of assets. The portfolio approach, which allows a lessee to account for its leases at a portfolio level, was elected for certain equipment leases in which the difference in accounting for each asset separately would not have been materially different from accounting for the assets as a combined unit. The Company has leases for office space, equipment, and data centers. The Company’s leases have remaining initial lease terms of less than one year to approximately five years, some of which include options to extend the leases for up to nine years, and some of which include options to terminate the leases within one year. The Company determines whether an arrangement is a lease, or contains a lease, at inception if the Company is both able to identify an asset and can conclude it has the right to control the identified asset for a period of time. Leases are included in operating lease ROU assets and operating lease liabilities on the Company’s consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. ROU assets represent the Company’s right to control an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at commencement date in determining the discount rate used to present value lease payments. The Company used the incremental borrowing rate on January 1, 2019 for operating leases that commenced on or prior to that date. The Company uses the incremental borrowing rate at the commencement date, or remeasurement date, for operating leases. The incremental borrowing rate used is estimated based on what the Company would be required to pay for a collateralized loan over a similar term. Additionally, the Company used the portfolio approach when applying the discount rate selected based on the dollar amount and term of the obligation. The Company’s leases typically do not include any residual value guarantees, bargain purchase options, or asset retirement obligations. The Company’s lease terms are only for periods in which it has enforceable rights. A lease is no longer enforceable when both the lessee and the lessor each have the right to terminate the lease without permission from the other party with no more than an insignificant penalty. The Company’s lease terms are impacted by options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company generally uses the base, non-cancelable lease term when determining the lease assets and liabilities. The Company’s agreements may contain variable lease payments. The Company includes variable lease payments that depend on an index or a rate and excludes those which depend on facts or circumstances occurring after the commencement date, other than the passage of time. Additionally, for certain equipment leases, the Company applies a portfolio approach to effectively account for the operating lease ROU assets and operating lease liabilities. Judgment is required when determining whether any of the Company’s data center contracts contain a lease. The Company concluded a lease exists when the asset is specifically identifiable, substantially all the economic benefit of the asset is obtained, and the right to direct the use of the asset exists during the term of the lease. |
Property and equipment | Property and equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is generally three |
Capitalized internal-use software costs | Capitalized internal-use software costs The Company accounts for the costs of computer software obtained or developed for internal use in accordance with ASC 350, Intangibles—Goodwill and Other (“ASC 350”). The Company capitalizes certain costs in the development of its Software as a Service (“SaaS”) subscription solution when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and performed as intended. These capitalized costs include personnel and related expenses for employees and costs of third-party contractors who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs incurred for significant upgrades and enhancements to the Company’s SaaS software solutions are also capitalized. Costs incurred for training, maintenance and minor modifications or enhancements are expensed as incurred. Capitalized software development costs are amortized using the straight-line method over an estimated useful life of three years. During the years ended December 31, 2020, 2019, and 2018, the Company amortized $6.4 million, $4.7 million, and $3.9 million, respectively, of internal-use software development costs to subscription and support cost of revenues. At December 31, 2020 and 2019, the accumulated amortization of capitalized internal-use software development costs was $19.7 million and $14.3 million, respectively. The Company capitalizes certain implementation costs incurred in a hosting arrangement that is a service contract. These capitalized costs exclude training costs, project management costs, and data migration costs. Capitalized software implementation costs are amortized using the straight-line method over the terms of the associated hosting arrangements. |
Intangible assets | Intangible assetsIntangible assets primarily consist of developed technology, customer relationships, and trade names, which were acquired as part of the 2013 Acquisition, the Runbook Acquisition, and the Rimilia Acquisition. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from one |
Impairment of long-lived assets | Impairment of long-lived assets Management evaluates the recoverability of the Company’s property and equipment, finite-lived intangible assets and capitalized internal-software costs when events or changes in circumstances indicate a potential impairment exists. Events and changes in circumstances considered by the Company in determining whether the carrying value of long-lived assets may not be recoverable include, but are not limited to, significant changes in performance relative to expected operating results, significant changes in the use of the assets, significant negative industry or economic trends, and changes in the Company’s business strategy. Impairment testing is performed at an asset level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (an “asset group”). In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of the asset group. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company determined that there were no events or changes in circumstances that potentially indicated that the Company’s long-lived assets were impaired during the years ended December 31, 2020, 2019, and 2018. |
Business combinations | Business combinations The results of businesses acquired in business combinations are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company tests goodwill for impairment in accordance with the provisions of ASC 350, Intangibles—Goodwill and Other . Goodwill is tested for impairment at least annually at the reporting unit level or whenever events or changes in circumstances indicate that goodwill might be impaired. Events or changes in circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, unanticipated competition, loss of key personnel, significant changes in the use of the acquired assets or the Company’s strategy, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. ASC 350 provides that an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if an entity concludes otherwise, then it is required to perform an impairment test. The first step involves comparing the estimated fair value of a reporting unit with its book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the fair value of the reporting unit is less than book value, then an impairment charge is recorded for the difference between the reporting unit’s fair value and carrying amount, not to exceed the carrying amount of the goodwill. |
Redeemable non-controlling Interest | Redeemable non-controlling interest The Company's Japanese subsidiary (“BlackLine K.K.”) is not wholly owned. The agreements with the minority investors of BlackLine K.K. contain redemption features whereby the interest held by the minority investors are redeemable either (i) at the option of the minority investors or (ii) at the option of the Company, both beginning on the seventh anniversary of the initial capital contribution. If the interest of the minority investors were to be redeemed under these agreements, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenue of BlackLine K.K. and the Company. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest's share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. These interests are presented on the consolidated balance sheets outside of equity under the caption "Redeemable non-controlling interest." |
Convertible Senior Notes | Convertible Senior Notes The Company accounts for the issued Convertible Senior Notes (the “Notes”) as separate liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the difference between the proceeds and the fair value of a similar liability that does not have an associated convertible feature. This difference represents a debt discount that is amortized to interest expense over the term of the Notes using the effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The Company has allocated issuance costs incurred to the liability and equity components. Issuance costs attributable to the liability component are being amortized to expense over the respective term of the Notes, and issuance costs attributable to the equity components were netted with the respective equity component in additional paid-in capital. To the extent that the Company receives conversion requests prior to the maturity of the Notes, a portion of the equity component is classified as temporary equity, which is measured as the difference between the principal and net carrying amount of the Notes requested for conversion. Upon settlement of the conversion requests, the difference between the fair value and the amortized book value of the liability component of the Notes requested for conversion is recorded as a gain or loss on early conversion. The fair value of the Notes are measured based on a similar liability that does not have an associated convertible feature based on the remaining term of the Notes. |
Fair value of financial instruments | Fair value of financial instruments ASC 820, Fair Value Measurement, requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: Level 1: Quoted prices in active markets for identical or similar assets and liabilities. Level 2: Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. At December 31, 2020 and 2019, the carrying values of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of such instruments. Contingent consideration related to acquisitions is recorded at fair value as a liability on the acquisition date and is remeasured at each reporting date, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions management believes would be made by a market participant. Management assesses these estimates on an ongoing basis as additional data impacting the assumptions becomes available. Changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within general and administrative expenses in the consolidated statements of operations. The Company determined the fair value of the contingent consideration relating to the 2013 Acquisition by discounting estimated future taxable income. The significant inputs used in the fair value measurement of contingent consideration are the timing and amount of taxable income in any given period and determining an appropriate discount rate, which considers the risk associated with the forecasted taxable income. Significant changes in the estimated future taxable income and the periods in which they are generated would significantly impact the fair value of the contingent consideration liability. To estimate the fair value of the contingent consideration liability, management utilized a Monte Carlo simulation model to value the earn-out based on the likelihood of reaching firm specific targets. Significant inputs used in the fair value measurement of contingent consideration are the amount and timing of Rimilia Annual Recurring Revenue ("ARR") in each year over a two year period subsequent to the acquisition date. Significant inputs used in the fair value measurement of contingent consideration are the amount and timing of Rimilia's ARR in each year over a two year period subsequent to the acquisition and determining an appropriate discount rate, which considers the risk associated with the forecasted Rimilia ARR. Significant changes in the estimated future Rimilia ARR would significantly impact the fair value of the contingent consideration liability. |
Revenue recognition | Revenue recognition Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of subscription and support services and professional services, which are generally capable of being distinct and accounted for as separate performance obligations. The Company’s agreements do not contain any refund provisions other than in the event of the Company’s non-performance or breach. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation Subscription and support revenue – Customers pay subscription and support fees for access to the Company’s SaaS platform generally for a one three Subscription and support revenue also includes software and related maintenance and support fees on legacy BlackLine solutions, Runbook Company B.V. ("Runbook") software, and Rimilia software. Software licenses for legacy BlackLine solutions, Runbook software, and Rimilia software provide the customer with a right to use the software as it exists when made available to the customer. Customers may have purchased perpetual licenses or term-based licenses, which provide customers with the same functionality and differ mainly in the duration over which the customer benefits from the software. Professional services revenue – Professional services consist of implementation and consulting services to assist the Company’s customers as they deploy its solutions. These services are considered distinct performance obligations. Professional services do not result in significant customization of the subscription service. The Company applies the practical expedient to recognize professional services revenue when it has the right to invoice based on time and materials incurred. The Company applies the optional exemption and has excluded the variable consideration from the disclosure of remaining performance obligations. Significant judgments – The Company’s contracts with customers often include promises to transfer multiple products and services. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is also required to determine the SSP for each distinct performance obligation. The Company typically has more than one SSP for its SaaS solutions and professional services. Additionally, management has determined that there are no third-party offerings reasonably comparable to the Company’s solutions. Therefore, the Company determines the SSPs of subscriptions to the SaaS solutions and professional services based on numerous factors including the Company’s overall pricing objectives, geography, customer size and number of users, and discounting practices. The Company uses historical maintenance renewal fees to estimate SSP for maintenance and support fees bundled with software licenses. The Company uses the residual method to estimate SSP of software licenses, because license pricing is highly variable and not sold separately from maintenance and support. Contract balances – Timing of revenue recognition may differ from the timing of invoicing to customers. The Company records an unbilled receivable when revenue is recognized prior to invoicing, and deferred revenue when revenue is recognized subsequent to invoicing. The Company generally invoices customers annually at the beginning of each annual contract period. The Company records a receivable related to revenue recognized for multi-year agreements as it has an unconditional right to invoice and receive payment in the future related to those services. Deferred revenue is comprised mainly of billings related to the Company’s SaaS solutions in advance of revenue being recognized. Deferred revenue also includes payments for: professional services to be performed in the future; legacy BlackLine maintenance and support; Runbook maintenance, support, license, and implementation; and other offerings for which the Company has been paid in advance and earns the revenue when the Company transfers control of the product or service. Changes in deferred revenue for the years ended December 31, 2020, 2019, and 2018 were primarily due to additional billings in the periods, partially offset by revenue recognized of $161.3 million, $129.3 million, and $104.2 million, respectively, that was previously included in the deferred revenue balance at December 31, 2019, 2018, and 2017, respectively. The transaction price is generally determined by the stated fixed fees in the contract, excluding any related sales taxes. Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized (“contracted not recognized”), which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted not recognized revenue was $468.6 million at December 31, 2020, of which the Company expects to recognize approximately 58% over the next 12 months and the remainder thereafter. Fees are generally due and payable upon receipt of invoice or within 30 days. None of the Company’s contracts include a significant financing component. Assets recognized from the costs to obtain a contract with a customer – The Company recognizes an asset for the incremental and recoverable costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be one year or longer. The Company has determined that certain sales incentive programs to the Company’s employees ("deferred customer contract acquisition costs") and its partners ("partner referral fees") meet the requirements to be capitalized. Deferred customer acquisition costs related to new revenue contracts and upsells are deferred and then amortized on a straight-line basis over the expected period of benefit, which the Company has determined to be five years, based upon both the product turnover rate and estimated customer life. The Company enters into partnership arrangements where partner referral fees are paid either on the initial contract or on both the initial contract and renewal of the contract. The Company assesses whether the |
Cost of Revenues | Cost of revenues Cost of revenues primarily consists of costs related to hosting the Company’s cloud-based application suite, salaries and benefits of operations and support personnel, including stock-based compensation, and amortization of capitalized internal-use software costs. The Company allocates a portion of overhead, such as rent, information technology costs and depreciation and amortization to cost of revenues. Costs associated with providing professional services are expensed as incurred when the services are performed. In addition, subscription and support cost of revenues includes amortization of acquired developed technology. |
Sales and marketing | Sales and marketing Sales and marketing expenses consist primarily of compensation and employee benefits, including stock-based compensation, of sales and marketing personnel and related sales support teams, sales and partner commissions, marketing events, advertising costs, travel, trade shows, other marketing materials, and allocated overhead. Sales and marketing expenses also include amortization of customer relationship intangible assets. Advertising costs are expensed as incurred and totaled $6.8 million, $10.9 million, and $8.0 million for the years ended December 31, 2020, 2019, and 2018, respectively. |
Research and development | Research and development Research and development expenses are comprised primarily of salaries, benefits and stock-based compensation associated with the Company’s engineering, product and quality assurance personnel. Research and development expenses also include third-party contractors and supplies and allocated overhead. Other than software development costs that qualify for capitalization, as discussed above, research and development costs are expensed as incurred. |
General and administrative | General and administrative General and administrative expenses consist primarily of personnel costs associated with the Company’s executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional services fees, other corporate-related expenses and allocated overhead. General and administrative expenses also include amortization of covenant not to compete and tradename intangible assets, the change in value of the contingent consideration, legal settlement gains, and costs associated with the shelf offerings. |
Stock-based compensation | Stock-based compensation The Company accounts for stock-based compensation awards granted to employees and directors based on the awards’ estimated grant date fair value. The Company estimates the fair value of its stock options using the Black-Scholes option-pricing model. For awards that vest solely based on continued service (“service-only vesting conditions”), the resulting fair value is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for the award, usually the vesting period, which is generally four years. The Company recognizes the fair value of stock options which contain performance conditions based upon the probability of the performance conditions being met, using the graded vesting method. On January 1, 2017, the Company changed its accounting policy to account for forfeitures when they occur rather than estimate a forfeiture rate. Determining the grant date fair value of options using the Black-Scholes option-pricing model requires management to make assumptions and judgments. These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded. The assumptions and estimates are as follows: Value per share of the Company’s common stock . The fair value of the underlying common stock was determined by the Company’s board of directors through the date of the initial public offering. For awards granted subsequent to the Company’s initial public offering, the fair value of common stock is based on the closing price of the Company’s common stock, as reported on the NASDAQ, on the date of grant. Expected volatility. The Company determines the expected volatility based on historical average volatilities of similar publicly-traded companies corresponding to the expected term of the awards. The Company determines expected volatility for the Employee Stock Purchase Plan (“ESPP”) based on the historical volatility of its common stock. Expected term. The Company determines the expected term of awards which contain service-only vesting conditions using the simplified approach, in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award, as the Company does not have sufficient historical data relating to stock option exercises. The expected term for the Company’s ESPP represents the amount of time remaining in the 12-month offering period. Risk-free interest rate. The risk-free interest rate is based on the United States Treasury yield curve in effect during the period the options were granted corresponding to the expected term of the awards. Estimated dividend yield. The estimated dividend yield is zero, as the Company does not currently intend to declare dividends in the foreseeable future. |
Income taxes | Income taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes . ASC 740 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statements of operations in the period that includes the enactment date. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties accrued with respect to uncertain tax positions, if any, in the provision for income taxes in the consolidated statements of operations. |
Net loss per share | Net loss per share Basic and diluted loss per share is calculated by dividing net loss attributable to BlackLine, Inc. by the weighted average number of shares of common stock outstanding. As the Company has net losses for the periods presented, all potentially dilutive common stock, which are comprised of stock options and restricted stock units, are antidilutive. |
Foreign currency | Foreign currency The Company’s functional currency for its foreign subsidiaries is the U.S. Dollar (“USD”), with the exception of its BlackLine K.K. subsidiary, for which the Japanese Yen is the functional currency. The foreign exchange impacts of remeasuring the local currency of the foreign subsidiaries to the functional currency is recorded in general and administrative expenses in the Company’s consolidated statements of operations. Monetary assets and liabilities of foreign operations are remeasured at balance sheet date exchange rates, non-monetary assets and liabilities and equity are remeasured at the historical exchange rates, while results of operations are remeasured at average exchange rates in effect for the period. Foreign currency transaction losses totaled $0.6 million, $0.5 million, and $0.1 million for the years ended December 31, 2020, 2019, and 2018, respectively. The financial statements of BlackLine K.K. are translated to USD using balance sheet date exchange rates for monetary assets and liabilities, historical rates of exchange for non-monetary assets and liabilities and equity, and average exchange rates in the period for revenues and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity in the consolidated balance sheets. |
Recent accounting pronouncements | Recent accounting pronouncements Recently-issued accounting pronouncements not yet adopted In January 2021, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2021-01, Reference Rate Reform , which refines the scope of ASC 848 and clarifies some of its guidance of global reference rate reform activities. 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). This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Scope Refinement , which has since been deleted. 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 consolidated financial statements. In June 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) . This standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. For public business entities, it is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years using the fully retrospective or modified retrospective method. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of the adoption of the update on its 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 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 . ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. Adoption of the standard requires using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align existing credit loss methodology with the new standard. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses . ASU 2019-11 requires entities that did not adopt the amendments in ASU 2016-13 as of November 2019 to adopt ASU 2019-11. This ASU contains the same effective dates and transition requirements as ASU 2016-13. The Company adopted this guidance effective January 1, 2020, and the adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued guidance which modifies the disclosure requirements of fair value measurements in Topic 820, Fair Value Measurement , based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements , including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted this guidance effective January 1, 2020, and the adoption of this standard did not have a material impact on the Company’s consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Weighted Average Assumptions | The following information represents the weighted average of the assumptions used in the Black-Scholes option-pricing model for stock options granted: Year Ended December 31, 2020 2019 2018 Expected term (years) 6.2 6.1 6.1 Expected volatility 48.4 % 46.7 % 46.0 % Risk free interest rate 0.4 % 2.2 % 2.8 % Expected dividend yield — — — The fair value of ESPP shares granted was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2020 2019 2018 Risk-free interest rate 0.1% - 0.2% 1.6% - 2.4% 2.6% Expected term (in years) 0.5 - 1 0.5 - 1 0.7 Volatility 50.2% - 57.8% 39.3% - 54.3% 42.9% |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenues by Geographic Region | The following table sets forth the Company’s revenues by geographic region (in thousands): Year Ended December 31, 2020 2019 2018 United States $ 264,016 $ 223,375 $ 180,152 International 87,721 65,601 47,636 $ 351,737 $ 288,976 $ 227,788 |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Activity in Redeemable Non-Controlling Interest | The following table summarizes the activity in the redeemable non-controlling interest for the periods indicated below: December 31, 2020 2019 2018 Balance at beginning of period $ 4,905 $ 4,387 $ — Investment by redeemable non-controlling interest — — 4,317 Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) (1,349) (1,444) (62) Foreign currency translation 110 129 132 Adjustment to redeemable non-controlling interest 8,858 1,833 — Balance at end of period $ 12,524 $ 4,905 $ 4,387 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The major classes of assets and liabilities to which the Company has allocated the total fair value of purchase consideration of $138.4 million were as follows (in thousands): Cash and cash equivalents $ 1,901 Accounts receivable, net 2,232 Prepaid expenses and other current assets 1,873 Property and equipment, net 180 Operating lease right-of-use assets 329 Intangible assets, net 34,500 Goodwill 104,572 Accounts payable (533) Accrued expenses and other current liabilities (1,885) Deferred revenue (2,100) Operating lease liabilities (329) Deferred tax liabilities, net (2,357) Total consideration $ 138,383 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The acquired intangible asset categories, fair value, and amortization periods, were as follows: Amortization Fair Value Developed technology 11 years $ 21,800 Customer relationships 4 years 12,700 $ 34,500 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Regulated Operations [Abstract] | |
Schedule of Investments in Marketable Securities | Investments in marketable securities presented within current assets on the consolidated balance sheet consisted of the following: December 31, 2020 Amortized Gross Gross Fair Value (in thousands) Marketable securities U.S. treasury securities $ 149,991 $ 3 $ — $ 149,994 Corporate bonds 22,621 — (8) 22,613 Commercial paper 2,599 — — 2,599 $ 175,211 $ 3 $ (8) $ 175,206 December 31, 2019 Amortized Gross Gross 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 |
Schedule of Other Assets | Other assets consisted of the following (in thousands): December 31, 2020 2019 Deferred customer contract acquisition costs $ 58,980 $ 49,709 Restricted cash 273 250 Capitalized software implementation costs 2,372 1,237 Other assets 3,744 1,687 $ 65,369 $ 52,883 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Accrued salaries and employee benefits $ 21,707 $ 20,775 Accrued income and other taxes payable 5,496 4,198 Other accrued expenses and current liabilities 8,755 5,125 $ 35,958 $ 30,098 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Lessee Disclosure [Abstract] | |
Summary of Lease Expense | The following table sets forth the Company’s lease expense: Year Ended December 31, 2020 2019 (in thousands) Operating lease cost $ 5,364 $ 5,957 Short-term lease cost 697 875 Variable cost 738 630 Total lease cost $ 6,799 $ 7,462 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities at December 31, 2020 was (in thousands): 2021 $ 4,644 2022 3,297 2023 2,994 2024 484 2025 274 Thereafter 1,019 Total lease payments 12,712 Less imputed interest (1,209) Total $ 11,503 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
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): December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 98,336 $ — $ — $ 98,336 U.S. treasury securities 199,984 — — 199,984 Marketable securities U.S. treasury securities 149,994 — — 149,994 Corporate bonds — 22,613 — 22,613 Commercial paper — 2,599 — 2,599 Total assets $ 448,314 $ 25,212 $ — $ 473,526 Liabilities Contingent consideration $ — $ — $ 23,490 $ 23,490 Total liabilities $ — $ — $ 23,490 $ 23,490 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 |
Summary of Changes in Contingent Consideration Liability | The following table summarizes the changes in the contingent consideration liability (in thousands): Year Ended December 31, 2020 2019 2018 Beginning fair value $ 6,362 $ 6,316 $ 5,866 Additions in the period 17,100 — — Change in fair value 28 46 450 Ending fair value $ 23,490 $ 6,362 $ 6,316 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): December 31, 2020 2019 Computers and equipment $ 13,480 $ 10,547 Purchased software 10,561 7,745 Furniture and fixtures 2,806 2,606 Leasehold improvements 10,165 10,134 Construction in progress 17 528 37,029 31,560 Less: accumulated depreciation and amortization (23,790) (18,536) $ 13,239 $ 13,024 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Notes | The Notes consisted of the following (in thousands): December 31, 2020 2019 Liability: Principal $ 500,000 $ 500,000 Unamortized debt discount and issuance costs (92,968) (115,657) Net carrying amount $ 407,032 $ 384,343 Carrying amount of the equity component $ 111,230 $ 111,230 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Carrying Value of Intangible Assets | The carrying value of intangible assets was as follows (in thousands): December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name $ 15,977 $ (11,720) $ 4,257 Developed technology 64,358 (40,463) 23,895 Customer relationships 44,483 (28,058) 16,425 Defensive patent 2,333 (236) 2,097 $ 127,151 $ (80,477) $ 46,674 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name $ 15,977 $ (10,124) $ 5,853 Developed technology 42,558 (39,270) 3,288 Customer relationships 31,783 (23,404) 8,379 $ 90,318 $ (72,798) $ 17,520 |
Amortization Expense by Operation Expense Categories | Amortization expense is included in the following functional statements of operations expense categories. Amortization expense was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenues $ 1,192 $ 4,797 $ 6,863 Sales and marketing 4,655 3,872 3,887 General and administrative 1,832 1,596 2,273 $ 7,679 $ 10,265 $ 13,023 |
Summary of Estimated Amortization Expense | The following table presents the Company’s estimate of remaining amortization expense for each of the five succeeding fiscal years and thereafter for finite-lived intangible assets at December 31, 2020 (in thousands): 2021 $ 10,479 2022 8,154 2023 7,622 2024 5,555 2025 2,680 Thereafter 12,184 $ 46,674 The following table represents the changes in goodwill (in thousands): Balance at December 31, 2019 $ 185,138 Addition from acquisition 104,572 Balance at December 31, 2020 $ 289,710 |
Schedule of Changes in Goodwill | The following table represents the changes in goodwill (in thousands): Balance at December 31, 2019 $ 185,138 Addition from acquisition 104,572 Balance at December 31, 2020 $ 289,710 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Components of Income (Loss) Before Income Taxes | The components of income (loss) before income taxes were as follows (in thousands): Year Ended December 31, 2020 2019 2018 United States $ (35,999) $ (33,940) $ (30,967) International (2,701) 3,519 3,263 $ (38,700) $ (30,421) $ (27,704) |
Components of Total Provision for Income Taxes | The components of the total provision for income taxes were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Current Federal $ 7 $ — $ — State 63 59 24 Foreign 1,013 352 835 Total current tax expense 1,083 411 859 Deferred Foreign (381) 1,314 213 Total deferred tax provision (381) 1,314 213 Total provision for income taxes $ 702 $ 1,725 $ 1,072 |
Reconciliation of Statutory U.S. Federal Tax Rate to Effective Tax Rate | A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2020, 2019, and 2018 was as follows: Year Ended December 31, 2020 2019 2018 Federal statutory income tax rate 21.0 % 21.0 % 21.0 % State tax, net of federal benefit (0.1) % (0.2) % (0.1) % Federal tax credits 9.1 % 5.8 % 6.4 % Change in valuation allowance (17.8) % (34.1) % (61.2) % Foreign tax differential (2.5) % (4.8) % (5.1) % Windfall tax benefits, net related to stock-based compensation 35.6 % 11.2 % 40.2 % Recaptured dual consolidated losses (38.3) % — % — % Nondeductible officer compensation (5.4) % (2.8) % (1.8) % Nondeductible transaction costs (1.9) % — % — % Nondeductible meals and entertainment (1.0) % (1.9) % (1.7) % Other (0.5) % 0.1 % (1.6) % (1.8) % (5.7) % (3.9) % |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands): December 31, 2020 2019 Deferred tax assets Net operating loss carryforwards $ 52,771 $ 49,310 Business credits 16,016 12,479 Stock-based compensation 7,915 7,155 Operating leases 2,297 3,263 Accrued expenses and other current liabilities 3,037 2,974 Other 368 358 Total deferred tax assets 82,404 75,539 Less: valuation allowance (37,691) (30,598) Deferred tax assets, net of valuation allowance 44,713 44,941 Deferred tax liabilities Convertible notes (20,851) (25,510) Intangible assets (12,315) (6,040) Prepaid expenses (15,670) (15,163) Property and equipment — (186) Right-of-Use asset (1,674) (2,559) Other (751) (54) Total deferred tax liabilities (51,261) (49,512) Net deferred taxes $ (6,548) $ (4,571) |
Summary of Changes in Valuation Allowance | The changes in the valuation allowance were as follows (in thousands). Year Ended December 31, 2020 2019 2018 Valuation allowance, at beginning of year $ 30,598 $ 45,173 $ 23,904 Increase in valuation allowance recorded through earnings 7,064 12,808 21,269 Increase (decrease) in valuation allowance recorded through equity 29 (27,383) — Valuation allowance, at end of year $ 37,691 $ 30,598 $ 45,173 |
Rollforward of Total Gross Unrecognized Tax Benefits | The following is a rollforward of the Company’s total gross unrecognized tax benefits (in thousands): Year Ended December 31, 2020 2019 2018 Beginning gross unrecognized tax benefits $ 1,737 $ 1,223 $ 672 Increases related to prior year tax positions 161 134 130 Increases related to current year tax positions 625 380 421 Ending gross unrecognized tax benefits $ 2,523 $ 1,737 $ 1,223 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2020 2019 2018 Numerator: Net loss attributable to BlackLine, Inc. $ (46,911) $ (32,535) $ (28,714) Denominator: Weighted average shares 56,832 55,320 53,912 Add: Dilutive effect of securities — — — Shares used to calculate diluted net loss per share 56,832 55,320 53,912 Basic net loss per share attributable to BlackLine, Inc. $ (0.83) $ (0.59) $ (0.53) Diluted net loss per share attributable to BlackLine, Inc. $ (0.83) $ (0.59) $ (0.53) |
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: Year Ended December 31, 2020 2019 2018 Stock options with service-only vesting conditions 2,944 3,486 3,820 Stock options with performance conditions 483 683 683 Restricted stock units 2,072 1,654 1,300 Total shares excluded from net loss per share 5,499 5,823 5,803 |
Equity Awards (Tables)
Equity Awards (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of the Company’s stock option activity and related information for awards that contain service-only vesting conditions was as follows: Shares Weighted- Weighted- Aggregate (in thousands) (in years) (in thousands) Outstanding at December 31, 2019 3,486 $ 26.92 7.0 $ 85,983 Granted 578 $ 57.91 Exercised (1,052) $ 20.36 Forfeited/canceled (68) $ 40.66 Outstanding at December 31, 2020 2,944 $ 35.03 6.8 $ 289,561 Exercisable at December 31, 2020 1,682 $ 24.31 |
Summary of Restricted Stock Units Activity | The following table summarizes activity for restricted stock units: Restricted Weighted-Average (in thousands) Nonvested at December 31, 2019 1,654 $ 46.05 Granted 1,208 $ 64.28 Vested (656) $ 46.28 Forfeited/canceled (134) $ 51.16 Nonvested at December 31, 2020 2,072 $ 56.29 |
Schedule of Weighted Average Assumptions | The following information represents the weighted average of the assumptions used in the Black-Scholes option-pricing model for stock options granted: Year Ended December 31, 2020 2019 2018 Expected term (years) 6.2 6.1 6.1 Expected volatility 48.4 % 46.7 % 46.0 % Risk free interest rate 0.4 % 2.2 % 2.8 % Expected dividend yield — — — The fair value of ESPP shares granted was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2020 2019 2018 Risk-free interest rate 0.1% - 0.2% 1.6% - 2.4% 2.6% Expected term (in years) 0.5 - 1 0.5 - 1 0.7 Volatility 50.2% - 57.8% 39.3% - 54.3% 42.9% |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense recorded in the Company’s consolidated statements of operations was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenues $ 6,896 $ 4,814 $ 3,265 Sales and marketing 21,546 15,389 8,674 Research and development 7,398 4,729 2,570 General and administrative 13,850 9,120 6,386 $ 49,690 $ 34,052 $ 20,895 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Long-lived Assets Which Consist of Property and Equipment, Net and Operating Lease Right-of-use Assets by Geographic Region | The following table sets forth the Company’s long-lived assets, which consist of property and equipment, net, and operating lease right-of-use assets by geographic region (in thousands): Year Ended December 31, 2020 2019 United States $ 17,600 $ 20,848 International 4,347 4,725 $ 21,947 $ 25,573 |
Unaudited Quarterly Data (Table
Unaudited Quarterly Data (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Unaudited Quarterly Consolidated Statements of Operations | Unaudited Quarterly Data The following table sets forth unaudited quarterly consolidated statements of operations data for each of the quarters in the years ended December 31, 2020 and 2019. The Company has prepared the unaudited quarterly consolidated statements of operations data on a basis consistent with the audited annual consolidated financial statements. In the opinion of management, the financial information in this table reflects all adjustments, consisting of normal and recurring adjustments, necessary for the fair statement of this data. Quarter Ended 2020 2019 December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31, Revenues $ 95,710 $ 90,157 $ 83,272 $ 82,598 $ 80,258 $ 74,925 $ 69,664 $ 64,129 Gross profit $ 76,528 $ 73,175 $ 66,529 $ 66,533 $ 65,137 $ 59,633 $ 54,720 $ 50,511 Net loss $ (12,634) $ (7,857) $ (7,941) $ (10,970) $ (8,712) $ (8,876) $ (5,527) $ (9,031) Net loss attributable to non-controlling interest $ (268) $ (425) $ (328) $ (328) $ (466) $ (509) $ (219) $ (250) Adjustment attributable to non-controlling interest $ 4,619 $ 1,319 $ 719 $ 2,201 $ 940 $ 839 $ 54 $ — Net loss attributable to BlackLine, Inc. $ (16,985) $ (8,751) $ (8,332) $ (12,843) $ (9,186) $ (9,206) $ (5,362) $ (8,781) Basic net loss per share attributable to BlackLine, Inc. $ (0.30) $ (0.15) $ (0.15) $ (0.23) $ (0.16) $ (0.17) $ (0.10) $ (0.16) Diluted net loss per share attributable to BlackLine, Inc. $ (0.30) $ (0.15) $ (0.15) $ (0.23) $ (0.16) $ (0.17) $ (0.10) $ (0.16) During the third quarter of 2020, the Company identified that, commencing in 2019, it had incorrectly calculated its quarterly adjustment to the carrying value of its redeemable non-controlling interest, which resulted in an overstatement/(understatement) of the adjustment attributable to non-controlling interest, with a corresponding impact to net loss attributable to BlackLine, Inc., as well as basic and diluted net loss per share attributable to BlackLine, Inc., in its consolidated statements of operations. The overstatement (understatement) of the adjustment attributable to non-controlling interest was as follows: • $0.4 million for the quarter ended September 30, 2019; • $0.5 million for the quarter ended December 31, 2019; • $1.2 million for the quarter ended March 31, 2020; • $(0.6) million for the quarter ended June 30, 2020. The Company recorded the $(1.5) million cumulative prior-period error in the quarter ended September 30, 2020 to correctly state the carrying amount of the redeemable non-controlling interest in its consolidated balance sheet. The overstatement/(understatement) of net loss attributable to BlackLine, Inc. was as follows: • $0.4 million, or $0.01 per basic and diluted share, for the quarter ended September 30, 2019; • $0.5 million, or $0.01 per basic and diluted share, for the quarter ended December 31, 2019; • $1.2 million, or $0.02 per basic and diluted share, for the quarter ended March 31, 2020; • $(0.6) million, or $(0.01) per basic and diluted share, for the quarter ended June 30, 2020. The Company corrected for the cumulative impact of its prior-period errors during the third quarter of 2020, which resulted in a reduction of its net loss attributable to BlackLine, Inc. of $(1.5) million, or $(0.03) per basic and diluted share, for the quarter ended September 30, 2020. The Company corrected the cumulative prior-period error in the quarter ended September 30, 2020 to correctly state the carrying value of the redeemable non-controlling interest in its consolidated balance sheet. |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)reportingUnitcustomersegment | Dec. 31, 2019USD ($)customer | Dec. 31, 2018USD ($)customer | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Number of operating segments | segment | 1 | ||
Allowance for credit loss | $ 0 | ||
Operating lease, extended lease term | 9 years | ||
Operating lease, termination period | 1 year | ||
Capitalized computer software, amortization | $ 6,400,000 | $ 4,700,000 | $ 3,900,000 |
Capitalized computer software, accumulated amortization | $ 19,700,000 | 14,300,000 | |
Number of reporting units | reportingUnit | 1 | ||
Asset impairment charges | $ 0 | ||
SaaS platform subscription fee, period | 1 year | ||
SaaS platform subscription fee, maximum advance period | 3 years | ||
Deferred revenue recognized | $ 161,300,000 | 129,300,000 | 104,200,000 |
Contracted not recognized revenue | $ 468,600,000 | ||
Contracted not recognized revenue, expects to recognize revenue over next 12 months, percentage | 58.00% | ||
Contract asset, deferred customer acquisition costs, recognition period | 5 years | ||
Advertising cost expense | $ 6,800,000 | $ 10,900,000 | $ 8,000,000 |
Stock-based compensation award vesting period | 4 years | ||
Estimated dividend yield | 0.00% | 0.00% | 0.00% |
Foreign currency transaction gains (losses) | $ (600,000) | $ (500,000) | $ (100,000) |
Prepaid Expenses and Other Current Assets | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Restricted cash | 500,000 | 300,000 | |
Sales and Marketing Expenses | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Amortization of Internal-use software implementation costs to subscription and support costs | 100,000 | 0 | 0 |
Amortization expense | $ 17,300,000 | $ 18,100,000 | $ 23,600,000 |
Computer Software Development Costs | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Capitalized software, estimated useful life | 3 years | ||
Furniture and Fixtures | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Leasehold Improvements | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment, useful life | 7 years | ||
Revenues | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Number of single customers comprising 10% or more | customer | 0 | 0 | 0 |
Accounts Receivable | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Number of single customers comprising 10% or more | customer | 0 | 0 | 0 |
Minimum | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Operating lease, remaining lease term | 1 year | ||
Capitalized software, estimated useful life | 1 year | ||
Minimum | Machinery and Equipment | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment, useful life | 3 years | ||
Minimum | Purchased Software | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment, useful life | 3 years | ||
Maximum | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Operating lease, remaining lease term | 5 years | ||
Capitalized software, estimated useful life | 11 years | ||
Maximum | Machinery and Equipment | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Maximum | Purchased Software | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment, useful life | 5 years |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Weighted Average Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Expected term (years) | 6 years 2 months 12 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
Expected volatility | 48.40% | 46.70% | 46.00% |
Risk free interest rate | 0.40% | 2.20% | 2.80% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregation of Revenues by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 95,710 | $ 90,157 | $ 83,272 | $ 82,598 | $ 80,258 | $ 74,925 | $ 69,664 | $ 64,129 | $ 351,737 | $ 288,976 | $ 227,788 |
United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 264,016 | 223,375 | 180,152 | ||||||||
International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 87,721 | $ 65,601 | $ 47,636 |
Redeemable Non-Controlling In_3
Redeemable Non-Controlling Interest - Additional Information (Details) - BlackLine K.K. $ in Millions | 1 Months Ended |
Oct. 31, 2018USD ($) | |
Redeemable Noncontrolling Interest [Line Items] | |
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 | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Redeemable Noncontrolling Interest, Equity [Roll Forward] | |||||||||||
Balance at beginning of period | $ 4,905 | $ 4,387 | $ 4,905 | $ 4,387 | $ 0 | ||||||
Investment by redeemable non-controlling interest | 0 | 0 | 4,317 | ||||||||
Net (loss) attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) | (1,349) | (1,444) | (62) | ||||||||
Foreign currency translation | 110 | 129 | 132 | ||||||||
Adjustment to redeemable non-controlling interest | $ 4,619 | $ 1,319 | $ 719 | $ 2,201 | $ 940 | $ 839 | $ 54 | $ 0 | 8,858 | 1,833 | 0 |
Balance at end of period | $ 12,524 | $ 4,905 | $ 12,524 | $ 4,905 | $ 4,387 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Millions | Oct. 02, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Transaction related costs | $ 4.7 | |
Rimilia | ||
Business Acquisition [Line Items] | ||
Business combination, payable at closing | $ 120 | |
Maximum contingent consideration to be distributed | 30 | |
Contingent consideration | 17.1 | $ 17.1 |
Purchase consideration reduced by working capital adjustments | 121.4 | |
Working capital adjustments | $ 0.2 | |
Weighted average useful lives | 8 years 4 months 24 days |
Business Combinations - Estimat
Business Combinations - Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Oct. 02, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 289,710 | $ 185,138 | |
Rimilia | |||
Business Acquisition [Line Items] | |||
Purchase price consideration | $ 138,400 | ||
Cash and cash equivalents | 1,901 | ||
Accounts receivable, net | 2,232 | ||
Prepaid expenses and other current assets | 1,873 | ||
Property and equipment, net | 180 | ||
Operating lease right-of-use assets | 329 | ||
Intangible assets, net | 34,500 | ||
Goodwill | 104,572 | ||
Accounts payable | (533) | ||
Accrued expenses and other current liabilities | (1,885) | ||
Deferred revenue | (2,100) | ||
Operating lease liabilities | (329) | ||
Deferred tax liabilities, net | (2,357) | ||
Total consideration | $ 138,383 |
Business Combinations - Acquire
Business Combinations - Acquired Intangible Assets (Details) - Rimilia $ in Thousands | Oct. 02, 2020USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 34,500 |
Developed technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amortization Period | 11 years |
Fair Value | $ 21,800 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amortization Period | 4 years |
Fair Value | $ 12,700 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Investments in Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 175,211 | $ 487,404 |
Gross Unrealized Gains | 3 | 130 |
Gross Unrealized Losses | (8) | (19) |
Fair Value | 175,206 | 487,515 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 149,991 | 382,269 |
Gross Unrealized Gains | 3 | 67 |
Gross Unrealized Losses | 0 | (1) |
Fair Value | 149,994 | 382,335 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 22,621 | 77,009 |
Gross Unrealized Gains | 0 | 63 |
Gross Unrealized Losses | (8) | (18) |
Fair Value | 22,613 | 77,054 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,599 | 28,126 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $ 2,599 | $ 28,126 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Securities, Available-for-sale [Line Items] | |||
Securities in continuous loss position, less than 12 Months, estimated fair value | $ 12,600,000 | $ 83,900,000 | |
Number of securities in continuous unrealized loss position, greater than 12 months | 0 | ||
General and Administrative Expenses | |||
Debt Securities, Available-for-sale [Line Items] | |||
Net gains on maturities of marketable securities reclassified from accumulated other comprehensive loss to earnings | $ 200,000 | $ 2,000,000 | $ 1,000,000 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Regulated Operations [Abstract] | |||
Deferred customer contract acquisition costs | $ 58,980 | $ 49,709 | |
Restricted cash | 273 | 250 | $ 274 |
Capitalized software implementation costs | 2,372 | 1,237 | |
Other assets | 3,744 | 1,687 | |
Other assets, total | $ 65,369 | $ 52,883 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Regulated Operations [Abstract] | ||
Accrued salaries and employee benefits | $ 21,707 | $ 20,775 |
Accrued income and other taxes payable | 5,496 | 4,198 |
Other accrued expenses and current liabilities | 8,755 | 5,125 |
Accrued expenses and other current liabilities, total | $ 35,958 | $ 30,098 |
Leases - Summary of Lease Expen
Leases - Summary of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 5,364 | $ 5,957 |
Short-term lease cost | 697 | 875 |
Variable cost | 738 | 630 |
Total lease cost | $ 6,799 | $ 7,462 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Cash paid for amounts included in the measurement of lease liabilities - operating leases | $ 5.8 | |
Right-of-use asset obtained in exchange for lease obligations | $ 0.8 | |
Weighted-average remaining lease term - operating leases (in years) | 3 years 10 months 24 days | 4 years 2 months 12 days |
Weighted-average discount rate - outstanding operating leases | 5.00% | 6.00% |
Rimilia | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use asset obtained in exchange for lease obligations | $ 0.3 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2021 | $ 4,644 |
2022 | 3,297 |
2023 | 2,994 |
2024 | 484 |
2025 | 274 |
Thereafter | 1,019 |
Total lease payments | 12,712 |
Less imputed interest | (1,209) |
Total | $ 11,503 |
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 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 473,526 | $ 527,282 |
Liabilities | ||
Contingent consideration | 23,490 | 6,362 |
Total liabilities | 23,490 | 6,362 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 98,336 | 39,767 |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 199,984 | |
Marketable securities | 149,994 | 382,335 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 22,613 | 77,054 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 2,599 | 28,126 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 448,314 | 422,102 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 98,336 | 39,767 |
Level 1 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 199,984 | |
Marketable securities | 149,994 | 382,335 |
Level 1 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 25,212 | 105,180 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 2 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Marketable securities | 0 | 0 |
Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 22,613 | 77,054 |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 2,599 | 28,126 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Liabilities | ||
Contingent consideration | 23,490 | 6,362 |
Total liabilities | 23,490 | 6,362 |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 3 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Marketable securities | 0 | 0 |
Level 3 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 0 | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Contingent Consideration Liability (Details) - Contingent Consideration - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Beginning fair value | $ 6,362 | $ 6,316 | $ 5,866 |
Additions in the period | 17,100 | 0 | 0 |
Change in fair value | 28 | 46 | 450 |
Ending fair value | $ 23,490 | $ 6,362 | $ 6,316 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 37,029 | $ 31,560 |
Less: accumulated depreciation and amortization | (23,790) | (18,536) |
Property and equipment, net | 13,239 | 13,024 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 13,480 | 10,547 |
Purchased software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,561 | 7,745 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,806 | 2,606 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,165 | 10,134 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 17 | $ 528 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense related to property and equipment | $ 20,892 | $ 21,274 | $ 22,336 |
Property and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense related to property and equipment | $ 6,800 | $ 6,300 | $ 5,400 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Details) $ / shares in Units, $ in Thousands | Aug. 13, 2019USD ($)d$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | ||||
Proceeds form issuance of convertible note | $ 0 | $ 487,163 | $ 0 | |
Initial conversion price | $ / shares | $ 73.40 | |||
Interest expense related to amortization of debt discount and issuance costs | $ 22,689 | 8,410 | $ 0 | |
Capped calls cost | $ 46,200 | |||
Cap price per share | $ / shares | $ 106.76 | |||
0.125% Convertible Senior Notes Due 2024 | ||||
Debt Instrument [Line Items] | ||||
Convertible senior notes interest rate | 0.125% | |||
Proceeds form issuance of convertible note | $ 500,000 | |||
Option to purchase principal amount | $ 65,000 | |||
Initial conversion rate | 0.0136244 | |||
Initial conversion price | $ / shares | $ 73.40 | |||
Debt repurchase amount percentage prior to maturity | 100.00% | |||
Debt discount | $ 114,200 | |||
Transaction costs related to issuance of notes | 12,800 | |||
Transaction costs allocated to liability component of notes | 9,900 | |||
Transaction costs allocated to equity component of notes | $ 2,900 | |||
Effective interest rate of liability component of notes, excluding conversion option | 6.06% | |||
Interest expense related to amortization of debt discount and issuance costs | $ 22,700 | |||
Coupon interest expense | $ 600 | $ 200 | ||
Remaining life of notes | 43 months | |||
0.125% Convertible Senior Notes Due 2024 | Level 2 | ||||
Debt Instrument [Line Items] | ||||
Estimated fair value of convertible senior notes | $ 941,300 | |||
0.125% Convertible Senior Notes Due 2024 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Percentage of principal amount of notes declared as accrued based on certain customary events of default | 25.00% | |||
0.125% Convertible Senior Notes Due 2024 | Condition One | ||||
Debt Instrument [Line Items] | ||||
Convertible senior notes, trading days | d | 20 | |||
Convertible senior notes, consecutive trading days | d | 30 | |||
0.125% Convertible Senior Notes Due 2024 | Condition One | Minimum | ||||
Debt Instrument [Line Items] | ||||
Percentage of conversion price for notes on each applicable trading day | 130.00% | |||
0.125% Convertible Senior Notes Due 2024 | Condition Two | ||||
Debt Instrument [Line Items] | ||||
Convertible senior notes, consecutive trading days | d | 5 | |||
Business day period | d | 5 | |||
0.125% Convertible Senior Notes Due 2024 | Condition Two | Maximum | ||||
Debt Instrument [Line Items] | ||||
Percentage of conversion price for notes on each applicable trading day | 98.00% |
Convertible Senior Notes - Summ
Convertible Senior Notes - Summary of Notes (Details) - 0.125% Convertible Senior Notes Due 2024 - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Liability: | ||
Principal | $ 500,000 | $ 500,000 |
Unamortized debt discount and issuance costs | (92,968) | (115,657) |
Net carrying amount | 407,032 | 384,343 |
Carrying amount of the equity component | $ 111,230 | $ 111,230 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Summary of Carrying Value of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 127,151 | $ 90,318 |
Accumulated Amortization | (80,477) | (72,798) |
Net Carrying Amount | 46,674 | 17,520 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 15,977 | 15,977 |
Accumulated Amortization | (11,720) | (10,124) |
Net Carrying Amount | 4,257 | 5,853 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 64,358 | 42,558 |
Accumulated Amortization | (40,463) | (39,270) |
Net Carrying Amount | 23,895 | 3,288 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 44,483 | 31,783 |
Accumulated Amortization | (28,058) | (23,404) |
Net Carrying Amount | 16,425 | $ 8,379 |
Defensive patent | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,333 | |
Accumulated Amortization | (236) | |
Net Carrying Amount | $ 2,097 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Amortization Expense by Operation Expense Categories (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expenses | $ 7,679 | $ 10,265 | $ 13,023 |
Cost of revenues | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expenses | 1,192 | 4,797 | 6,863 |
Sales and marketing | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expenses | 4,655 | 3,872 | 3,887 |
General and administrative | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expenses | $ 1,832 | $ 1,596 | $ 2,273 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Summary of Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 10,479 | |
2022 | 8,154 | |
2023 | 7,622 | |
2024 | 5,555 | |
2025 | 2,680 | |
Thereafter | 12,184 | |
Net Carrying Amount | $ 46,674 | $ 17,520 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill -Changes in Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | |||
Balance at December 31, 2019 | $ 185,138,000 | ||
Addition from acquisition | 104,572,000 | ||
Balance at December 31, 2020 | $ 289,710,000 | $ 185,138,000 | |
Changes in carrying amount of goodwill | $ 0 | $ 0 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (35,999) | $ (33,940) | $ (30,967) |
International | (2,701) | 3,519 | 3,263 |
Loss before income taxes | $ (38,700) | $ (30,421) | $ (27,704) |
Income Taxes - Components of To
Income Taxes - Components of Total Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current | |||
Federal | $ 7 | $ 0 | $ 0 |
State | 63 | 59 | 24 |
Foreign | 1,013 | 352 | 835 |
Total current tax expense | 1,083 | 411 | 859 |
Deferred | |||
Foreign | (381) | 1,314 | 213 |
Total deferred tax provision | (381) | 1,314 | 213 |
Total provision for income taxes | $ 702 | $ 1,725 | $ 1,072 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory U.S. Federal Tax Rate to Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Federal statutory income tax rate | 21.00% | 21.00% | 21.00% |
State tax, net of federal benefit | (0.10%) | (0.20%) | (0.10%) |
Federal tax credits | 9.10% | 5.80% | 6.40% |
Change in valuation allowance | (17.80%) | (34.10%) | (61.20%) |
Foreign tax differential | (2.50%) | (4.80%) | (5.10%) |
Windfall tax benefits, net related to stock-based compensation | 35.60% | 11.20% | 40.20% |
Recaptured dual consolidated losses | (38.30%) | 0.00% | 0.00% |
Nondeductible officer compensation | (5.40%) | (2.80%) | (1.80%) |
Nondeductible transaction costs | (1.90%) | 0.00% | 0.00% |
Nondeductible meals and entertainment | (1.00%) | (1.90%) | (1.70%) |
Other | (0.50%) | 0.10% | (1.60%) |
Effective tax rate | (1.80%) | (5.70%) | (3.90%) |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets | ||||
Net operating loss carryforwards | $ 52,771 | $ 49,310 | ||
Business credits | 16,016 | 12,479 | ||
Stock-based compensation | 7,915 | 7,155 | ||
Operating leases | 2,297 | 3,263 | ||
Accrued expenses and other current liabilities | 3,037 | 2,974 | ||
Other | 368 | 358 | ||
Total deferred tax assets | 82,404 | 75,539 | ||
Less: valuation allowance | (37,691) | (30,598) | $ (45,173) | $ (23,904) |
Deferred tax assets, net of valuation allowance | 44,713 | 44,941 | ||
Deferred tax liabilities | ||||
Convertible notes | (20,851) | (25,510) | ||
Intangible assets | (12,315) | (6,040) | ||
Prepaid expenses | (15,670) | (15,163) | ||
Property and equipment | 0 | (186) | ||
Right-of-Use asset | (1,674) | (2,559) | ||
Other | (751) | (54) | ||
Total deferred tax liabilities | (51,261) | (49,512) | ||
Net deferred taxes | $ (6,548) | $ (4,571) |
Income taxes - Summary of Chang
Income taxes - Summary of Changes in Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred Tax Asset Valuation Allowance [Roll Forward] | |||
Valuation allowance, at beginning of year | $ 30,598 | $ 45,173 | $ 23,904 |
Increase in valuation allowance recorded through earnings | 7,064 | 12,808 | 21,269 |
Increase (decrease) in valuation allowance recorded through equity | 29 | (27,383) | 0 |
Valuation allowance, at end of year | $ 37,691 | $ 30,598 | $ 45,173 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) $ in Millions | Dec. 31, 2020USD ($) |
Federal | |
Income Tax Examination [Line Items] | |
Net operating loss carryforwards, recaptured and used to reduce federal and state net operating losses | $ 70.6 |
Net operating loss carryforwards | 188.7 |
Federal | Research and Development | |
Income Tax Examination [Line Items] | |
Tax credits | 7.8 |
State | |
Income Tax Examination [Line Items] | |
Net operating loss carryforwards, recaptured and used to reduce federal and state net operating losses | 37.7 |
Net operating loss carryforwards | 98.2 |
State | Research and Development | |
Income Tax Examination [Line Items] | |
Tax credits | 6.3 |
State | Enterprise Zone | |
Income Tax Examination [Line Items] | |
Tax credits | 0.6 |
Foreign | |
Income Tax Examination [Line Items] | |
Tax credits | $ 2.8 |
Income Taxes - Rollforward of T
Income Taxes - Rollforward of Total Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning gross unrecognized tax benefits | $ 1,737 | $ 1,223 | $ 672 |
Increases related to prior year tax positions | 161 | 134 | 130 |
Increases related to current year tax positions | 625 | 380 | 421 |
Ending gross unrecognized tax benefits | $ 2,523 | $ 1,737 | $ 1,223 |
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 | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||||||||||
Net loss attributable to BlackLine, Inc. | $ (16,985) | $ (8,751) | $ (8,332) | $ (12,843) | $ (9,186) | $ (9,206) | $ (5,362) | $ (8,781) | $ (46,911) | $ (32,535) | $ (28,714) |
Denominator: | |||||||||||
Weighted average shares (in shares) | 56,832 | 55,320 | 53,912 | ||||||||
Add: Dilutive effect of securities (in shares) | 0 | 0 | 0 | ||||||||
Shares used to calculate diluted net loss per share (in shares) | 56,832 | 55,320 | 53,912 | ||||||||
Basic net loss per share attributable to BlackLine, Inc. (in usd per share) | $ (0.30) | $ (0.15) | $ (0.15) | $ (0.23) | $ (0.16) | $ (0.17) | $ (0.10) | $ (0.16) | $ (0.83) | $ (0.59) | $ (0.53) |
Diluted net loss per share attributable to BlackLine, Inc. (in usd per share) | $ (0.30) | $ (0.15) | $ (0.15) | $ (0.23) | $ (0.16) | $ (0.17) | $ (0.10) | $ (0.16) | $ (0.83) | $ (0.59) | $ (0.53) |
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 | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares excluded from net loss per share | 5,499 | 5,823 | 5,803 |
Stock options with service-only vesting conditions | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares excluded from net loss per share | 2,944 | 3,486 | 3,820 |
Stock options with performance conditions | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares excluded from net loss per share | 483 | 683 | 683 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares excluded from net loss per share | 2,072 | 1,654 | 1,300 |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Conversion option in notes not considered in calculation of diluted net loss per share | 5,499 | 5,823 | 5,803 |
Conversion price | $ 73.40 | ||
Convertible Notes | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [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, by Common Class, Including Two Class Method [Line Items] | |||
Conversion option in notes not considered in calculation of diluted net loss per share | 9,400 |
Contingent Consideration - Addi
Contingent Consideration - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Oct. 02, 2020 | Dec. 31, 2019 | Dec. 31, 2013 |
BlackLine Systems, Inc. | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Maximum contingent consideration to be distributed | $ 8 | |||
Fair value of contingent consideration | $ 6.4 | $ 6.4 | ||
Rimilia | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Maximum contingent consideration to be distributed | $ 30 | |||
Fair value of contingent consideration | $ 17.1 | $ 17.1 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Non-cancelable purchase obligations | $ 10.6 |
Equity Awards - Additional Info
Equity Awards - Additional Information (Details) | Feb. 17, 2021shares | Jul. 01, 2020shares | Oct. 31, 2016USD ($)executiveOfficer$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation award vesting period | 4 years | ||||||
Cash received from exercise of stock options | $ 20,638,000 | $ 10,571,000 | $ 14,004,000 | ||||
Stock options granted to purchase shares of common stock for employee | shares | 578,000 | ||||||
Exercise price of options, granted (usd per share) | $ / shares | $ 64.28 | ||||||
Stock-based compensation expense | $ 49,690,000 | 34,052,000 | 20,895,000 | ||||
Forfeited (in shares) | shares | 134,000 | ||||||
Stock-based compensation capitalized as an asset | $ 1,300,000 | 500,000 | 400,000 | ||||
Net operating losses related to foreign tax benefits for equity awards | $ 300,000 | 100,000 | 200,000 | ||||
Employee Stock Purchase Plan ("ESPP") | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common shares reserved for future issuance (in shares) | shares | 1,200,000 | ||||||
Weighted-average period to recognize unrecognized compensation expense | 1 year | ||||||
Stock-based compensation expense | $ 2,900,000 | $ 2,100,000 | $ 200,000 | ||||
Total unrecognized compensation cost | $ 3,100,000 | ||||||
Right to purchase shares at fair value of stock at the time of grant, percentage | 85.00% | ||||||
Right to purchase shares at fair value at the time of exercise, percentage | 85.00% | ||||||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average grant date fair value per share, granted (usd per share) | $ / shares | $ 26.63 | $ 23.40 | $ 20.15 | ||||
Aggregate intrinsic value, exercised | $ 62,600,000 | $ 25,600,000 | $ 66,700,000 | ||||
Cash received from exercise of stock options | 20,600,000 | $ 10,600,000 | $ 14,000,000 | ||||
Unrecognized compensation expense | $ 24,300,000 | ||||||
Weighted-average period to recognize unrecognized compensation expense | 2 years 7 months 6 days | ||||||
Number of executive officers, options granted | executiveOfficer | 2 | ||||||
Stock Options | Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted to purchase shares of common stock for employee | shares | 682,800 | ||||||
Exercise price of options, granted (usd per share) | $ / shares | $ 14 | ||||||
Total fair value of awards grant | $ 24,000,000 | ||||||
Stock Options | Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 0 | ||||||
Options, canceled (in shares) | shares | 200,000 | ||||||
Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted-average period to recognize unrecognized compensation expense | 2 years 8 months 12 days | ||||||
Intrinsic value | $ 276,300,000 | ||||||
Total unrecognized compensation cost | $ 99,800,000 | ||||||
Stock options with performance conditions | Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Forfeited (in shares) | shares | 482,800 | ||||||
2016 Equity Incentive Plan | Stock Options and Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum number of shares Issuable (in shares) | shares | 6,200,000 | ||||||
Stock-based compensation award vesting period | 4 years | ||||||
Stock option, contractual terms | 10 years | ||||||
Common shares reserved for future issuance (in shares) | shares | 12,200,000 |
Equity Awards - Summary of Stoc
Equity Awards - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at Beginning balance (in shares) | 3,486 | |
Granted (in shares) | 578 | |
Exercised (in shares) | (1,052) | |
Forfeited/canceled (in shares) | (68) | |
Outstanding at Ending balance (in shares) | 2,944 | 3,486 |
Exercisable at December 31, 2020 (in shares) | 1,682 | |
Weighted- Average Exercise Price | ||
Outstanding at Beginning balance (usd per share) | $ 26.92 | |
Granted (usd per share) | 57.91 | |
Exercised (usd per share) | 20.36 | |
Forfeited/canceled (usd per share) | 40.66 | |
Outstanding at Ending balance (usd per share) | 35.03 | $ 26.92 |
Exercisable at December 31, 2020 (usd per share) | $ 24.31 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ||
Weighted Average Remaining Contractual Term (Years) | 6 years 9 months 18 days | 7 years |
Aggregate Intrinsic Value, Outstanding at Beginning balance | $ 85,983 | |
Aggregate Intrinsic Value, Outstanding at Ending balance | $ 289,561 | $ 85,983 |
Equity Awards - Summary of Rest
Equity Awards - Summary of Restricted Stock Units Activity (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Restricted stock units, Nonvested, Beginning balance (in sharesO | shares | 1,654 |
Restricted stock units, Granted (in shares) | shares | 1,208 |
Restricted stock units, Vested (in shares) | shares | (656) |
Restricted stock units, Forfeited/canceled (in shares) | shares | (134) |
Restricted stock units, Nonvested, Ending balance (in shares) | shares | 2,072 |
Weighted-Average Grant Date Fair Value | |
Nonvested at Beginning balance (usd per share) | $ / shares | $ 46.05 |
Granted (usd per share) | $ / shares | 64.28 |
Vested (usd per share) | $ / shares | 46.28 |
Forfeited/canceled (usd per share) | $ / shares | 51.16 |
Nonvested at Ending balance (usd per share) | $ / shares | $ 56.29 |
Equity Awards - Schedule of Wei
Equity Awards - Schedule of Weighted Average Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.40% | 2.20% | 2.80% |
Expected term (in years) | 6 years 2 months 12 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
Volatility | 48.40% | 46.70% | 46.00% |
Employee Stock Purchase Plan ("ESPP") | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.60% | ||
Expected term (in years) | 8 months 12 days | ||
Volatility | 42.90% | ||
Employee Stock Purchase Plan ("ESPP") | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.10% | 1.60% | |
Expected term (in years) | 6 months | 6 months | |
Volatility | 50.20% | 39.30% | |
Employee Stock Purchase Plan ("ESPP") | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.20% | 2.40% | |
Expected term (in years) | 1 year | 1 year | |
Volatility | 57.80% | 54.30% |
Equity Awards - Summary of St_2
Equity Awards - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 49,690 | $ 34,052 | $ 20,895 |
Cost of revenues | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 6,896 | 4,814 | 3,265 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 21,546 | 15,389 | 8,674 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 7,398 | 4,729 | 2,570 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 13,850 | $ 9,120 | $ 6,386 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Percentage of employer matching contribution | 100.00% | ||
Employer matching contribution, percent of employees' gross pay | 3.00% | ||
Percentage of employer matching contribution, second tier | 50.00% | ||
Employer matching contribution, percent of employees' gross pay, second tier | 2.00% | ||
Matching contributions to plan | $ 4.7 | $ 3.6 | $ 2.9 |
Geographic Information - Schedu
Geographic Information - Schedule of Long-lived Assets Which Consist of Property and Equipment, Net and Operating Lease Right-of-use Assets by Geographic Region (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net and operating lease right-of-use assets | $ 21,947 | $ 25,573 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net and operating lease right-of-use assets | 17,600 | 20,848 |
International | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net and operating lease right-of-use assets | $ 4,347 | $ 4,725 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Restricted stock units - Compensation Committee - Subsequent Event | Feb. 17, 2021shares |
Subsequent Event [Line Items] | |
Approved award grants to employees (in shares) | 100,000 |
Number of common stock entitled to receive upon vesting of award (in shares) | 1 |
Vesting percentage | 25.00% |
Unaudited Quarterly Data - Summ
Unaudited Quarterly Data - Summary of Unaudited Quarterly Consolidated Statements of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 95,710 | $ 90,157 | $ 83,272 | $ 82,598 | $ 80,258 | $ 74,925 | $ 69,664 | $ 64,129 | $ 351,737 | $ 288,976 | $ 227,788 |
Gross profit | 76,528 | 73,175 | 66,529 | 66,533 | 65,137 | 59,633 | 54,720 | 50,511 | 282,765 | 230,001 | 176,914 |
Net loss | (12,634) | (7,857) | (7,941) | (10,970) | (8,712) | (8,876) | (5,527) | (9,031) | (39,402) | (32,146) | (28,776) |
Net loss attributable to non-controlling interest | (268) | (425) | (328) | (328) | (466) | (509) | (219) | (250) | (1,349) | (1,444) | (62) |
Adjustment to redeemable non-controlling interest | 4,619 | 1,319 | 719 | 2,201 | 940 | 839 | 54 | 0 | 8,858 | 1,833 | 0 |
Net loss attributable to BlackLine, Inc. | $ (16,985) | $ (8,751) | $ (8,332) | $ (12,843) | $ (9,186) | $ (9,206) | $ (5,362) | $ (8,781) | $ (46,911) | $ (32,535) | $ (28,714) |
Basic net loss per share attributable to BlackLine, Inc. (in usd per share) | $ (0.30) | $ (0.15) | $ (0.15) | $ (0.23) | $ (0.16) | $ (0.17) | $ (0.10) | $ (0.16) | $ (0.83) | $ (0.59) | $ (0.53) |
Diluted net loss per share attributable to BlackLine, Inc. (in usd per share) | $ (0.30) | $ (0.15) | $ (0.15) | $ (0.23) | $ (0.16) | $ (0.17) | $ (0.10) | $ (0.16) | $ (0.83) | $ (0.59) | $ (0.53) |
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Net income (loss) attributable to Blackline, Inc. over (understatement) | $ (16,985) | $ (8,751) | $ (8,332) | $ (12,843) | $ (9,186) | $ (9,206) | $ (5,362) | $ (8,781) | $ (46,911) | $ (32,535) | $ (28,714) |
Basic net loss per share attributable to BlackLine, Inc. over (understatement) (in usd per share) | $ (0.30) | $ (0.15) | $ (0.15) | $ (0.23) | $ (0.16) | $ (0.17) | $ (0.10) | $ (0.16) | $ (0.83) | $ (0.59) | $ (0.53) |
Diluted net loss per share attributable to BlackLine, Inc. over (understatement) (in usd per share) | $ (0.30) | $ (0.15) | $ (0.15) | $ (0.23) | $ (0.16) | $ (0.17) | $ (0.10) | $ (0.16) | $ (0.83) | $ (0.59) | $ (0.53) |
Revision of Prior Period, Error Correction, Adjustment | |||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net loss attributable to BlackLine, Inc. | $ (1,500) | $ (600) | $ 1,200 | $ 500 | $ 400 | ||||||
Basic net loss per share attributable to BlackLine, Inc. (in usd per share) | $ (0.03) | $ (0.01) | $ 0.02 | $ 0.01 | $ 0.01 | ||||||
Diluted net loss per share attributable to BlackLine, Inc. (in usd per share) | $ (0.03) | $ (0.01) | $ 0.02 | $ 0.01 | $ 0.01 | ||||||
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Redeemable noncontrolling interest, adjustment, over (under) statement | $ (1,500) | $ (600) | $ 1,200 | $ 500 | $ 400 | ||||||
Net income (loss) attributable to Blackline, Inc. over (understatement) | $ (1,500) | $ (600) | $ 1,200 | $ 500 | $ 400 | ||||||
Basic net loss per share attributable to BlackLine, Inc. over (understatement) (in usd per share) | $ (0.03) | $ (0.01) | $ 0.02 | $ 0.01 | $ 0.01 | ||||||
Diluted net loss per share attributable to BlackLine, Inc. over (understatement) (in usd per share) | $ (0.03) | $ (0.01) | $ 0.02 | $ 0.01 | $ 0.01 |
Uncategorized Items - bl-202012
Label | Element | Value |
Restricted Cash and Cash Equivalents, Current | us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue | $ 20,000 |
Restricted Cash and Cash Equivalents, Current | us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue | 227,000 |
Restricted Cash and Cash Equivalents, Current | us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue | $ 0 |