Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
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 $0.01 per share | |
Trading Symbol | BL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 58,655,290 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001666134 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 378,977 | $ 367,413 |
Marketable securities (amortized cost of $799,073 and $175,211 at September 30, 2021 and December 31, 2020, respectively) | 798,952 | 175,206 |
Accounts receivable, net of allowances for credit losses of $2,978 and $3,737 at September 30, 2021 and December 31, 2020, respectively | 105,042 | 111,270 |
Prepaid expenses and other current assets | 18,462 | 20,226 |
Total current assets | 1,301,433 | 674,115 |
Capitalized software development costs, net | 22,077 | 15,690 |
Property and equipment, net | 13,167 | 13,239 |
Intangible assets, net | 38,244 | 46,674 |
Goodwill | 289,710 | 289,710 |
Operating lease right-of-use assets | 6,798 | 8,708 |
Other assets | 78,963 | 65,369 |
Total assets | 1,750,392 | 1,113,505 |
Liabilities, Current [Abstract] | ||
Accounts payable | 2,175 | 3,150 |
Accrued expenses and other current liabilities | 38,869 | 35,958 |
Deferred revenue | 209,608 | 191,137 |
Short-term portion of operating lease liabilities | 3,589 | 4,147 |
Short-term portion of contingent consideration | 2,008 | 7,938 |
Total current liabilities | 256,249 | 242,330 |
Operating lease liabilities, noncurrent | 5,463 | 7,356 |
Convertible senior notes, net | 1,097,973 | 407,032 |
Contingent consideration | 18,056 | 15,552 |
Deferred tax liabilities, net | 9,511 | 6,566 |
Deferred revenue, noncurrent | 276 | 75 |
Other long-term liabilities | 75 | 0 |
Total liabilities | 1,387,603 | 678,911 |
Commitments and contingencies (Note 7) | ||
Redeemable non-controlling interest (Note 3) | 22,049 | 12,524 |
Stockholders' equity: | ||
Common stock | 586 | 577 |
Additional paid-in capital | 609,433 | 622,768 |
Accumulated other comprehensive income | 157 | 376 |
Accumulated deficit | (269,436) | (201,651) |
Total stockholders' equity | 340,740 | 422,070 |
Total liabilities, redeemable non-controlling interest, and stockholders' equity | $ 1,750,392 | $ 1,113,505 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (PARENTHETICAL) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Amortized cost | $ 799,073 | $ 175,211 |
Allowances for credit losses | $ 2,978 | $ 3,737 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||
Total revenues | $ 109,402 | $ 90,157 | $ 310,380 | $ 256,027 |
Cost of revenues | ||||
Total cost of revenues | 24,437 | 16,982 | 69,899 | 49,790 |
Gross profit | 84,965 | 73,175 | 240,481 | 206,237 |
Other income (expense) | ||||
Sales and marketing | 48,799 | 42,588 | 146,410 | 129,199 |
Research and development | 18,843 | 14,829 | 56,611 | 38,423 |
General and administrative | 11,372 | 17,794 | 59,886 | 51,314 |
Total operating expenses | 79,014 | 75,211 | 262,907 | 218,936 |
Income (loss) from operations | 5,951 | (2,036) | (22,426) | (12,699) |
Other income (expense) | ||||
Interest income | 231 | 648 | 412 | 4,142 |
Interest expense | (16,110) | (5,914) | (46,582) | (17,340) |
Other expense, net | (15,879) | (5,266) | (46,170) | (13,198) |
Loss before income taxes | (9,928) | (7,302) | (68,596) | (25,897) |
Provision for (benefit from) income taxes | (210) | 555 | (78) | 871 |
Net loss | (9,718) | (7,857) | (68,518) | (26,768) |
Net loss attributable to non-controlling interest | (252) | (425) | (733) | (1,081) |
Adjustment attributable to non-controlling interest | 4,275 | 1,319 | 10,366 | 4,239 |
Net loss attributable to BlackLine, Inc. | $ (13,741) | $ (8,751) | $ (78,151) | $ (29,926) |
Basic net loss per share attributable to BlackLine, Inc. (in usd per share) | $ (0.23) | $ (0.15) | $ (1.34) | $ (0.53) |
Shares used to calculate basic net loss per share (in shares) | 58,508 | 57,063 | 58,196 | 56,619 |
Diluted net loss per share attributable to BlackLine, Inc. (in usd per share) | $ (0.23) | $ (0.15) | $ (1.34) | $ (0.53) |
Shares used to calculate diluted net loss per share (in shares) | 58,508 | 57,063 | 58,196 | 56,619 |
Subscription and support | ||||
Revenue from Contract with Customer [Abstract] | ||||
Total revenues | $ 102,924 | $ 83,875 | $ 289,749 | $ 238,777 |
Cost of revenues | ||||
Total cost of revenues | 17,948 | 11,700 | 50,540 | 34,708 |
Professional services | ||||
Revenue from Contract with Customer [Abstract] | ||||
Total revenues | 6,478 | 6,282 | 20,631 | 17,250 |
Cost of revenues | ||||
Total cost of revenues | $ 6,489 | $ 5,282 | $ 19,359 | $ 15,082 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (9,718) | $ (7,857) | $ (68,518) | $ (26,768) |
Other comprehensive income: | ||||
Net change in unrealized gains (losses) on marketable securities, net of tax of $0 for the quarters and nine months ended September 30, 2021 and 2020 | (81) | (419) | (111) | 126 |
Foreign currency translation | 5 | 88 | (199) | 130 |
Other comprehensive income (loss) | (76) | (331) | (310) | 256 |
Comprehensive loss | (9,794) | (8,188) | (68,828) | (26,512) |
Less comprehensive loss attributable to redeemable non-controlling interest: | ||||
Net loss attributable to redeemable non-controlling interest | (252) | (425) | (733) | (1,081) |
Foreign currency translation attributable to redeemable non-controlling interest | 11 | 44 | (91) | 65 |
Comprehensive loss attributable to redeemable non-controlling interest | (241) | (381) | (824) | (1,016) |
Comprehensive loss attributable to BlackLine, Inc. | $ (9,553) | $ (7,807) | $ (68,004) | $ (25,496) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) (PARENTHETICAL) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net change in unrealized gain on marketable securities, tax | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning Balance (in shares) at Dec. 31, 2019 | 55,931 | ||||
Beginning 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) | 789 | ||||
Stock option exercises | 14,283 | $ 9 | 14,274 | ||
Vesting of restricted stock units (in shares) | 450 | ||||
Vesting of restricted stock units | 4 | $ 4 | |||
Issuance of common stock through employee stock purchase plan (in shares) | 85 | ||||
Issuance of common stock through employee stock purchase plan | 3,608 | $ 1 | 3,607 | ||
Acquisition of common stock for tax withholding obligations | (6,128) | (6,128) | |||
Stock-based compensation | 36,289 | 36,289 | |||
Other comprehensive (loss) income | 191 | 191 | |||
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (29,926) | (4,239) | (25,687) | ||
Ending Balance (in shares) at Sep. 30, 2020 | 57,255 | ||||
Ending Balance at Sep. 30, 2020 | 416,934 | $ 573 | 605,078 | 568 | (189,285) |
Beginning Balance (in shares) at Jun. 30, 2020 | 56,855 | ||||
Beginning Balance at Jun. 30, 2020 | 409,778 | $ 569 | 590,119 | 943 | (181,853) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock option exercises (in shares) | 296 | ||||
Stock option exercises | 3,870 | $ 3 | 3,867 | ||
Vesting of restricted stock units (in shares) | 104 | ||||
Vesting of restricted stock units | 1 | $ 1 | |||
Acquisition of common stock for tax withholding obligations | (1,272) | (1,272) | |||
Stock-based compensation | 13,683 | 13,683 | |||
Other comprehensive (loss) income | (375) | (375) | |||
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (8,751) | (1,319) | (7,432) | ||
Ending Balance (in shares) at Sep. 30, 2020 | 57,255 | ||||
Ending Balance at Sep. 30, 2020 | 416,934 | $ 573 | 605,078 | 568 | (189,285) |
Beginning Balance (in shares) at Dec. 31, 2020 | 57,682 | ||||
Beginning Balance at Dec. 31, 2020 | 422,070 | $ 577 | 622,768 | 376 | (201,651) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock option exercises (in shares) | 291 | ||||
Stock option exercises | 7,674 | $ 3 | 7,671 | ||
Vesting of restricted stock units (in shares) | 605 | ||||
Vesting of restricted stock units | 5 | $ 5 | |||
Issuance of common stock through employee stock purchase plan (in shares) | 64 | ||||
Issuance of common stock through employee stock purchase plan | 5,197 | $ 1 | 5,196 | ||
Acquisition of common stock for tax withholding obligations | (12,649) | (12,649) | |||
Stock-based compensation | 50,123 | 50,123 | |||
Equity component of partial repurchase of 2024 convertible senior notes | (219,284) | (219,284) | |||
Equity component of the 2026 convertible senior notes, net of issuance costs and tax | 268,324 | 268,324 | |||
Purchase of capped calls | (102,350) | (102,350) | |||
Other comprehensive (loss) income | (219) | (219) | |||
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (78,151) | (10,366) | (67,785) | ||
Ending Balance (in shares) at Sep. 30, 2021 | 58,642 | ||||
Ending Balance at Sep. 30, 2021 | 340,740 | $ 586 | 609,433 | 157 | (269,436) |
Beginning Balance (in shares) at Jun. 30, 2021 | 58,402 | ||||
Beginning Balance at Jun. 30, 2021 | 337,041 | $ 584 | 596,183 | 244 | (259,970) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock option exercises (in shares) | 96 | ||||
Stock option exercises | 2,628 | $ 1 | 2,627 | ||
Vesting of restricted stock units (in shares) | 144 | ||||
Vesting of restricted stock units | 1 | $ 1 | |||
Acquisition of common stock for tax withholding obligations | (2,713) | (2,713) | |||
Stock-based compensation | 17,372 | 17,372 | |||
Equity component of the 2026 convertible senior notes, net of issuance costs and tax | 239 | 239 | |||
Other comprehensive (loss) income | (87) | (87) | |||
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (13,741) | (4,275) | (9,466) | ||
Ending Balance (in shares) at Sep. 30, 2021 | 58,642 | ||||
Ending Balance at Sep. 30, 2021 | $ 340,740 | $ 586 | $ 609,433 | $ 157 | $ (269,436) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss attributable to BlackLine, Inc. | $ (78,151) | $ (29,926) |
Net loss and adjustment attributable to redeemable non-controlling interest (Note 3) | 9,633 | 3,158 |
Net loss | (68,518) | (26,768) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 20,175 | 14,615 |
Change in fair value of contingent consideration | (3,426) | (148) |
Amortization of debt discount and issuance costs | 39,272 | 16,874 |
Stock-based compensation | 48,789 | 35,398 |
Loss on extinguishment of convertible senior notes | 7,012 | 0 |
Noncash lease expense | 3,387 | 3,557 |
Accretion of purchase discounts on marketable securities, net | (158) | (333) |
Net foreign currency (gains) losses | 478 | (275) |
Deferred income taxes | 40 | 179 |
Provision for (benefit from) credit losses | (55) | 373 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,436 | 11,557 |
Prepaid expenses and other current assets | 1,646 | (3,143) |
Other assets | (13,609) | (5,684) |
Accounts payable | (985) | (4,569) |
Accrued expenses and other current liabilities | 3,665 | (1,032) |
Deferred revenue | 18,672 | 3,056 |
Operating lease liabilities | (3,854) | (3,734) |
Net cash provided by operating activities | 57,967 | 39,923 |
Net Cash Provided by (Used in) Investing Activities [Abstract] | ||
Purchases of marketable securities | (1,107,908) | (116,400) |
Proceeds from maturities of marketable securities | 484,209 | 460,982 |
Proceeds from sales of marketable securities | 0 | 25,959 |
Capitalized software development costs | (11,240) | (7,838) |
Purchases of property and equipment | (5,197) | (2,515) |
Cash paid for pending acquisition | 0 | (121,433) |
Purchases of intangible assets | 0 | (2,333) |
Net cash provided by (used in) investing activities | (640,136) | 236,422 |
Cash flows from financing activities | ||
Proceeds from issuance of convertible senior notes, net of issuance costs | 1,128,794 | 0 |
Partial repurchase of convertible senior notes | (432,230) | 0 |
Purchase of capped calls related to convertible senior notes | (102,350) | 0 |
Proceeds from exercises of stock options | 7,679 | 14,287 |
Proceeds from employee stock purchase plan | 5,197 | 3,608 |
Acquisition of common stock for tax withholding obligations | (12,649) | (6,128) |
Financed purchases of property and equipment | (549) | (394) |
Net cash provided by financing activities | 593,892 | 11,373 |
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash | (201) | 130 |
Net increase in cash, cash equivalents, and restricted cash | 11,522 | 287,848 |
Cash, cash equivalents, and restricted cash, beginning of period | 367,913 | 120,502 |
Cash, cash equivalents, and restricted cash, end of period | 379,435 | 408,350 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||
Cash and cash equivalents at end of period | 378,977 | 408,070 |
Restricted cash included within prepaid expenses and other current assets at end of period | 203 | 19 |
Restricted cash included within other assets at end of period | 255 | 261 |
Total cash, cash equivalents, and restricted cash at end of period shown in the consolidated statements of cash flows | 379,435 | 408,350 |
Non-cash financing and investing activities | ||
Stock-based compensation capitalized for software development | 1,409 | 891 |
Capitalized software development costs included in accounts payable and accrued expenses and other current liabilities at end of period | 890 | 461 |
Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities at end of period | $ 211 | $ 808 |
Company Overview
Company Overview | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company Overview | Company Overview BlackLine, Inc. and its subsidiaries (the “Company” or “BlackLine”) provide financial accounting close solutions delivered primarily as Software as a Service (“SaaS”). The Company’s solutions enable its customers to address various aspects of their financial close process including account reconciliations, variance analysis of account balances, journal entries, and certain types of data matching procedures. 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.” |
Basis of Presentation, Signific
Basis of Presentation, Significant Accounting Policies and Recently-Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Significant Accounting Policies and Recently-Issued Accounting Pronouncements | Basis of Presentation, Significant Accounting Policies and Recently-Issued Accounting Pronouncements The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the Securities and Exchange Commission (“SEC”) on February 25, 2021. The unaudited condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The unaudited condensed consolidated balance sheet at December 31, 2020 was derived from audited financial statements, but does not include all disclosures required by GAAP. The operating results for the quarter and nine months ended September 30, 2021 are not necessarily indicative of the results expected for the full year ending December 31, 2021. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous continuously evolving factors including, but not limited to, the magnitude and duration of COVID-19, 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 September 30, 2021 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 quarter and nine months ended September 30, 2021, the Company’s future assessment of the magnitude and duration of COVID-19 and other factors could result in material impacts to the Company’s consolidated financial statements in future reporting periods. Significant accounting policies The Company’s significant accounting policies are detailed in “Note 2: Summary of Significant Accounting Policies" of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. There have been no material changes to the Company’s significant accounting policies. Recently-issued accounting pronouncements not yet adopted In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . 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 on its consolidated financial statements. |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest | 9 Months Ended |
Sep. 30, 2021 | |
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 unaudited condensed 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: Quarter Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Balance at beginning of period $ 18,032 $ 7,190 $ 12,524 $ 4,905 Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) (252) (425) (733) (1,081) Foreign currency translation (6) 44 (108) 65 Adjustment to redeemable non-controlling interest 4,275 1,319 10,366 4,239 Balance at end of period $ 22,049 $ 8,128 $ 22,049 $ 8,128 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 in its unaudited condensed consolidated statement of operations. The Company corrected the $1.5 million 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 unaudited condensed consolidated balance sheet. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Investments in Marketable Securities Investments in marketable securities presented within current assets on the condensed consolidated balance sheet consisted of the following: September 30, 2021 Amortized Gross Gross Fair Value (in thousands) Marketable securities U.S. treasury securities $ 49,998 $ — $ (1) $ 49,997 Corporate bonds 71,495 17 (6) 71,506 Commercial paper 677,580 — (131) 677,449 $ 799,073 $ 17 $ (138) $ 798,952 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 Net gains and losses related to maturities of marketable securities that were reclassified from accumulated other comprehensive loss to earnings, and included in general and administrative expenses in the unaudited condensed consolidated statements of operations, were $0.1 million and $0.2 million for the quarter and nine months ended September 30, 2021, respectively. Net gains and losses related to maturities of marketable securities that were reclassified from accumulated other comprehensive loss to earnings, and included in general and administrative expenses in the unaudited condensed consolidated statements of operations, were $(0.3) million and $0.3 million for the quarter and nine months ended September 30, 2020, respectively. Net gains and losses are determined using the specific identification method. During the quarter and nine months ended September 30, 2021, there were no realized gains or losses related to sales of marketable securities recognized in the Company's unaudited condensed consolidated statements of operations. During the nine months ended September 30, 2020, there were $0.1 million of realized losses related to the sale of one marketable security recognized in the Company’s unaudited condensed consolidated statements of operations. Marketable securities in a continuous loss position for less than 12 months had an estimated fair value of $421.7 million and $12.6 million, and $0.1 million of unrealized losses at September 30, 2021 and an immaterial amount at December 31, 2020. At September 30, 2021, there were no marketable securities in a continuous loss position for greater than 12 months. The Company's marketable securities are considered to be of high credit quality and accordingly, there was no allowance for credit losses related to marketable securities as of September 30, 2021 or December 31, 2020. The Company’s marketable securities have a contractual maturity of less than two years. The amortized cost and fair values of marketable securities, by remaining contractual maturity, were as follows: September 30, 2021 Amortized Cost Fair Value (in thousands) Maturing within 1 year $ 779,497 $ 779,373 Maturing between 1 and 2 years 19,576 19,579 $ 799,073 $ 798,952 Other Assets Other assets consisted of the following (in thousands): September 30, December 31, Deferred customer contract acquisition costs $ 71,023 $ 58,980 Restricted cash 255 273 Capitalized software implementation costs 3,745 2,372 Other assets 3,940 3,744 $ 78,963 $ 65,369 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities were comprised of the following (in thousands): September 30, December 31, Accrued salaries and employee benefits $ 25,682 $ 21,707 Accrued income and other taxes payable 4,758 5,496 Other accrued expenses and current liabilities 8,429 8,755 $ 38,869 $ 35,958 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
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): September 30, 2021 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 235,418 $ — $ — $ 235,418 U.S. treasury securities 49,998 — — 49,998 Commercial paper — 5,500 — 5,500 Marketable securities U.S. treasury securities 49,997 — — 49,997 Corporate bonds — 71,506 — 71,506 Commercial paper — 677,449 — 677,449 Total assets $ 335,413 $ 754,455 $ — $ 1,089,868 Liabilities Contingent consideration $ — $ — $ 20,064 $ 20,064 Total liabilities $ — $ — $ 20,064 $ 20,064 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 The following table summarizes the changes in the contingent consideration liability (in thousands): Quarter Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Beginning fair value $ 30,410 $ 6,286 $ 23,490 $ 6,362 Change in fair value (10,346) (72) (3,426) (148) Ending fair value $ 20,064 $ 6,214 $ 20,064 $ 6,214 The fair value of the contingent consideration related to the 2013 Acquisition is determined by discounting estimated future taxable income. The significant inputs used in the fair value measurement of the contingent consideration are the timing and amount of taxable income in any given period and determining an appropriate discount rate, which are not based on observable market data and consider the risks 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 determine the fair value of the contingent consideration related to the Rimilia Acquisition, 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 the 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, as well as the appropriate discount rate, which considers the risk associated with the forecasted Rimilia ARR. Changes in the significant inputs used in the fair value measurement, specifically a change to Rimilia ARR, have significantly impacted the fair value of the contingent consideration liability in the quarter and nine months ended September 30, 2021. Changes in the fair value of contingent consideration are recorded as general and administrative expenses in the unaudited condensed consolidated statements of operations. |
Convertible Senior Notes
Convertible Senior Notes | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes 2024 Notes On August 13, 2019, the Company issued 0.125% Convertible Senior Notes (the “2024 Notes”) due in 2024 for aggregate gross proceeds of $500.0 million, which includes the initial purchasers’ option of $65.0 million aggregate principal amount, in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The resale of the 2024 Notes by the initial purchasers to qualified institutional buyers was exempt from registration pursuant to Rule 144A under the Securities Act. The 2024 Notes were issued pursuant to an indenture between the Company and U.S. Bank National Association, as trustee. In connection with the issuance of the 2026 Notes (as defined below) in March 2021, the Company used approximately $432.2 million of the net proceeds from the offering of the 2026 Notes to repurchase $250.0 million aggregate principal amount of the 2024 Notes. The Company determined the fair value of the liability portion being extinguished immediately prior to extinguishment. Based on market data available for publicly-traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied interest rate of its 2024 Notes to be approximately 4.94%. The fair value of the liability portion was then deducted from the amount of consideration transferred and allocated to the liability component. The difference between the fair value of the liability and its carrying value, inclusive of any unamortized debt issuance costs, was recognized as an extinguishment loss in the amount of $7.0 million in interest expense in the unaudited condensed consolidated statement of operations in the quarter ended March 31, 2021. The remaining consideration was allocated to the reacquisition of the equity component and recognized as a reduction of additional paid-in capital in the unaudited condensed consolidated balance sheet in the amount of $219.3 million. The equity component of the 2024 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 2024 Notes using the effective interest method. The 2024 Notes consisted of the following (in thousands): September 30, December 31, Liability: Principal $ 250,000 $ 500,000 Unamortized debt discount and issuance costs (37,584) (92,968) Net carrying amount $ 212,416 $ 407,032 Carrying amount of the equity component $ 55,615 $ 111,230 The Company carries the 2024 Notes at face value less unamortized discount and issuance costs on its unaudited condensed consolidated balance sheet and presents the fair value for disclosure purposes only. The estimated fair value of the 2024 Notes, based on a market approach at September 30, 2021 was approximately $418.7 million, which represents a Level 2 valuation. The estimated fair value was determined based on the actual bids and offers of the 2024 Notes in an over-the-counter market on the last trading day of the period. During the quarter ended September 30, 2021, the Company recognized $3.0 million of interest expense related to the amortization of debt discount and issuance costs and $0.1 million of coupon interest expense. During the quarter ended September 30, 2020, the Company recognized $5.8 million of interest expense related to the amortization of debt discount and issuance costs and $0.2 million of coupon interest expense. During the nine months ended September 30, 2021, the Company recognized $11.3 million of interest expense related to the amortization of debt discount and issuance costs and $0.3 million of coupon interest expense. During the nine months ended September 30, 2020, the Company recognized $16.9 million of interest expense related to the amortization of debt discount and issuance costs and $0.5 million of coupon interest expense. At September 30, 2021, the remaining life of the 2024 Notes was approximately 34 months. The 2024 Notes were convertible at September 30, 2021. As a result, holders have the option to convert their Notes at any time during the quarter ending December 31, 2021. 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. At September 30, 2021 and through the date of this filing, the Company has not received any conversion requests for the 2024 Notes. 2026 Notes On March 15, 2021, the Company issued $1.15 billion aggregate gross proceeds, which includes the initial purchasers’ option of $150.0 million aggregate principal amount, of 0.00% Convertible Senior Notes due 2026 (the “2026 Notes” and, together with the 2024 Notes, the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2026 Notes were sold to the initial purchasers pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. The 2026 Notes were issued pursuant to an indenture (the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The 2026 Notes do not bear regular interest, and the principal amount of the notes does not accrete. The 2026 Notes may bear special interest under specified circumstances related to the Company’s failure to comply with its reporting obligations under the Indenture or if the 2026 Notes are not freely tradeable as required by the Indenture. The 2026 Notes will mature on March 15, 2026, unless redeemed, repurchased, or converted prior to such date in accordance with their terms. The initial conversion rate of the 2026 Notes is 6.0156 shares of common stock per $1,000 principal amount of the 2026 Notes, equivalent to an initial conversion price of approximately $166.23 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. Prior to the close of business on the business day immediately preceding December 15, 2025, the 2026 Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, 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) in 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 2026 Notes on each applicable trading day; (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 2026 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 2026 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. If the Company undergoes a fundamental change, as described in the Indenture, prior to the maturity date, holders may require the Company to repurchase all or a portion of the 2026 Notes for cash at a price equal to 100% of the principal amount of the 2026 Notes to be repurchased, plus any accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date. The 2026 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 2026 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 2026 Notes, the Company separated the 2026 Notes into liability and equity components. The liability component was calculated by measuring the fair value of a similar liability that does not have an associated conversion feature. The equity component representing the conversion option was determined by deducting the fair value of the liability component from the principal amount of the 2026 Notes. The difference between the principal amount of the 2026 Notes and the equity component totaling $276.3 million was recorded as a debt discount. In addition, the Company incurred $21.2 million of transaction costs related to the 2026 Notes, of which $16.1 million and $5.1 million, respectively, was allocated to the liability and equity components of the 2026 Notes. Transaction costs allocated to the equity component were recorded as additional debt discount. The equity component of the 2026 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 2026 Notes using the effective interest method. Additionally, the Company recorded, through equity, a deferred tax liability of $2.9 million, net of the related change in the valuation allowance, related to the issuance costs and debt discount on the 2026 Notes. 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 2026 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 2026 Notes issuance. Significant inputs used in the model to determine the applicable interest rate include implied volatility over the term of the 2026 Notes. The 2026 Notes consisted of the following (in thousands): September 30, 2021 Liability: Principal $ 1,150,000 Unamortized debt discount and issuance costs (264,443) Net carrying amount $ 885,557 Carrying amount of the equity component 1 $ 271,229 1 The carrying amount of the equity component of $271.2 million differs from the equity component of the 2026 convertible senior notes, net of issuance costs and tax of $268.3 million per the Condensed Consolidated Statements of Stockholders' Equity due to a deferred tax liability of $2.9 million, net of the related change in the valuation allowance, related to the issuance costs and debt discount on the 2026 Notes. The effective interest rate of the liability component of the 2026 Notes, excluding the conversion option, is 6.04%. The Company carries the 2026 Notes at face value less unamortized discount and issuance costs on its unaudited condensed consolidated balance sheet and presents the fair value for disclosure purposes only. The estimated fair value of the 2026 Notes, based on a market approach at September 30, 2021, was approximately $1.1 billion, which represents a Level 2 valuation. The estimated fair value was determined based on the actual bids and offers of the 2026 Notes in an over-the-counter market on the last trading day of the period. During the quarter and nine months ended September 30, 2021, the Company recognized $13.0 million and $28.0 million of interest expense related to the amortization of debt discount and issuance costs, respectively. At September 30, 2021, the remaining life of the 2026 Notes was approximately 54 months. The 2026 Notes were not convertible at September 30, 2021. 2024 Capped Calls The Capped Calls related to the 2024 Notes (the "2024 Capped Calls") were not exercised as part of the repurchase and, as of September 30, 2021, were carried at 100% of their original value on the Company's unaudited condensed consolidated financial statements. 2026 Capped Calls In connection with the offering of the 2026 Notes, the Company entered into capped call transactions with certain counterparties (the “2026 Capped Calls” and, together with the 2024 Capped Calls, the “Capped Calls”) at a cost of approximately $102.4 million, which was recorded as a reduction of the Company’s additional paid-in capital in the accompanying unaudited condensed consolidated financial statements. Under the 2026 Capped Calls, the Company purchased capped call options that initially cover in the aggregate the total number of shares of the Company’s common stock that initially underlie the 2026 Notes, with an exercise price equal to the initial conversion price of the 2026 Notes, and a cap price of $233.31 per share of common stock, subject to certain adjustments under the terms of the 2026 Capped Calls. By entering into the 2026 Capped Calls, the Company expects to reduce the potential dilution to its common stock upon any conversion of the 2026 Notes (or, in the event a conversion of the 2026 Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the 2026 Notes the market value per share of its common stock exceeds the conversion price of the 2026 Notes, with such reduction subject to the cap price. The cost of the 2026 Capped Calls is not expected to be tax deductible as the Company did not elect to integrate the 2026 Capped Calls into the 2026 Notes for tax purposes. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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 $6.6 million and $6.4 million at September 30, 2021 and December 31, 2020, respectively. As a condition of the Rimilia Acquisition, the Company agreed to pay potential additional cash consideration if Rimilia realized certain Rimilia ARR thresholds. The maximum contingent cash consideration payable was $30.0 million. During the quarter ended September 30, 2021, Rimilia did not meet specified ARR thresholds, which relieved the Company of its obligation to pay some of the additional consideration. Combined with a revaluation of contingent consideration related to remaining ARR thresholds, the Company recorded a reversal of expense and thereby reduced the consideration payable by $10.4 million during the quarter ended September 30, 2021. The fair value of the contingent consideration was $13.4 million and $17.1 million at September 30, 2021 and December 31, 2020, respectively. 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 September 30, 2021 and December 31, 2020, the Company had not accrued a liability for these indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements was not probable or reasonably estimable. |
Equity Awards
Equity Awards | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Awards | Equity Awards Stock-based compensation expense Stock-based compensation expense recorded in the Company’s unaudited condensed consolidated statements of operations was as follows (in thousands): Quarter Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenues $ 2,213 $ 1,871 $ 6,190 $ 4,900 Sales and marketing 5,760 5,675 16,872 15,645 Research and development 2,788 1,954 8,264 4,918 General and administrative 6,169 3,826 17,463 9,935 $ 16,930 $ 13,326 $ 48,789 $ 35,398 For the quarters ended September 30, 2021 and 2020, stock-based compensation capitalized as an asset was $0.5 million and $0.4 million, respectively. For the nine months ended September 30, 2021 and 2020, stock-based compensation capitalized as an asset was $1.4 million and $0.9 million, respectively. Stock options The following table summarizes activity for awards that contain service-only vesting conditions (in thousands): Outstanding at December 31, 2020 2,944 Granted 246 Exercised (299) Forfeited/canceled (36) Outstanding at September 30, 2021 2,855 Restricted stock units The following table summarizes activity for restricted stock units (in thousands): Nonvested at December 31, 2020 2,072 Granted 506 Vested (710) Forfeited/canceled (164) Nonvested at September 30, 2021 1,704 Stock options with performance conditions In October 2016, the Company granted options to purchase 682,800 shares of common stock at an exercise price of $14.00 per share to two officers that would have vested upon meeting certain performance conditions and continued service. 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. During the quarter ended March 31, 2021, the Compensation Committee, under delegation from the Board of Directors, certified that the performance targets were |
Unearned Revenue and Performanc
Unearned Revenue and Performance Obligations | 9 Months Ended |
Sep. 30, 2021 | |
Unearned Revenue And Performance Obligations [Abstract] | |
Unearned Revenue and Performance Obligations | Unearned Revenue and Performance Obligations Revenue totaling $173.8 million and $147.5 million was recognized during the nine months ended September 30, 2021 and 2020, respectively, that was previously included in the deferred revenue balance at December 31, 2020 and 2019, respectively. Contracted not recognized revenue was $531.0 million at September 30, 2021, of which the Company expects to recognize approximately 59% over the next 12 months and the remainder thereafter. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date loss, adjusted for discrete items arising in that quarter. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate of 21% primarily as a result of state taxes, foreign taxes, and changes in the Company’s valuation allowance for domestic income taxes. For the quarters ended September 30, 2021 and 2020, the Company recorded $0.2 million in income tax benefit and $0.6 million in income tax expense, respectively. For the nine months ended September 30, 2021 and 2020, the Company recorded $0.1 million in income tax benefit and $0.9 million in income tax expense, respectively. The decrease in income tax expense for the quarter ended September 30, 2021, compared to the quarter ended September 30, 2020, resulted primarily from changes in the mix of profitable foreign jurisdictions and discrete foreign windfall tax benefits recognized in the current period. The decrease in income tax expense for the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020, resulted primarily from changes in the mix of profitable foreign jurisdictions and discrete foreign windfall tax benefits recognized in the current period. For the quarters and nine months ended September 30, 2021 and 2020, for purposes of calculating its income tax attributed to continuing operations, the Company continued to maintain a full valuation allowance on its U.S. federal and state net deferred tax assets as it was more likely than not that those deferred tax assets will not be realized. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2021 | |
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): Quarter Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss attributable to BlackLine, Inc. $ (13,741) $ (8,751) $ (78,151) $ (29,926) Denominator: Weighted average shares 58,508 57,063 58,196 56,619 Add: Dilutive effect of securities — — — — Shares used to calculate diluted net loss per share 58,508 57,063 58,196 56,619 Basic net loss per share attributable to BlackLine, Inc. $ (0.23) $ (0.15) $ (1.34) $ (0.53) Diluted net loss per share attributable to BlackLine, Inc. $ (0.23) $ (0.15) $ (1.34) $ (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 (in thousands): Nine Months Ended September 30, 2021 2020 Stock options with service-only vesting conditions 2,855 3,216 Stock options with performance conditions — 483 Restricted stock units 1,704 2,089 Total shares excluded from net loss per share 4,559 5,788 |
Geographic Information
Geographic Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information The Company disaggregates its revenue from contracts with customers by geographic location, as it believes it best depicts how the nature, amount, timing, and uncertainty of its revenues and cash flows are affected by economic factors. The following table sets forth the Company’s revenues by geographic region (in thousands): Quarter Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 78,335 $ 68,058 $ 223,848 $ 192,784 International 31,067 22,099 86,532 63,243 $ 109,402 $ 90,157 $ 310,380 $ 256,027 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn November 2, 2021, the Compensation Committee of the Board of Directors of BlackLine, Inc. approved restricted stock unit grants 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 November 20, 2021 and quarterly thereafter for 12 consecutive quarters. |
Basis of Presentation, Signif_2
Basis of Presentation, Significant Accounting Policies and Recently-Issued Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous continuously evolving factors including, but not limited to, the magnitude and duration of COVID-19, 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 September 30, 2021 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 quarter and nine months ended September 30, 2021, the Company’s future assessment of the |
Recently-issued Accounting Pronouncements Not Yet Adopted | Recently-issued accounting pronouncements not yet adopted In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . 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 on its consolidated financial statements. In January 2021, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2021-01, Reference Rate Reform (Topic 848) , 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). 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 October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This standard addresses diversity in practice and inconsistency related to recognition of an acquired contract liability, and payment terms and their effect on subsequent revenue recognized by the acquirer. For public business entities, it is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Entities should apply the provisions of the new standard prospectively to business combinations occurring on or after the effective date of the standard. Early adoption is permitted, including adoption in an interim period. The Company has not adopted the provisions of the new standard and will assess its impact on the Company’s consolidated financial statements upon adoption. |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interest (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Redeemable Non-Controlling Interest | The following table summarizes the activity in the redeemable non-controlling interest for the periods indicated below: Quarter Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Balance at beginning of period $ 18,032 $ 7,190 $ 12,524 $ 4,905 Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) (252) (425) (733) (1,081) Foreign currency translation (6) 44 (108) 65 Adjustment to redeemable non-controlling interest 4,275 1,319 10,366 4,239 Balance at end of period $ 22,049 $ 8,128 $ 22,049 $ 8,128 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Investments in Marketable Securities | Investments in marketable securities presented within current assets on the condensed consolidated balance sheet consisted of the following: September 30, 2021 Amortized Gross Gross Fair Value (in thousands) Marketable securities U.S. treasury securities $ 49,998 $ — $ (1) $ 49,997 Corporate bonds 71,495 17 (6) 71,506 Commercial paper 677,580 — (131) 677,449 $ 799,073 $ 17 $ (138) $ 798,952 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 |
Amortized cost and fair values of marketable securities, by remaining contractual maturity | The Company’s marketable securities have a contractual maturity of less than two years. The amortized cost and fair values of marketable securities, by remaining contractual maturity, were as follows: September 30, 2021 Amortized Cost Fair Value (in thousands) Maturing within 1 year $ 779,497 $ 779,373 Maturing between 1 and 2 years 19,576 19,579 $ 799,073 $ 798,952 |
Schedule of Other Assets | Other assets consisted of the following (in thousands): September 30, December 31, Deferred customer contract acquisition costs $ 71,023 $ 58,980 Restricted cash 255 273 Capitalized software implementation costs 3,745 2,372 Other assets 3,940 3,744 $ 78,963 $ 65,369 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities were comprised of the following (in thousands): September 30, December 31, Accrued salaries and employee benefits $ 25,682 $ 21,707 Accrued income and other taxes payable 4,758 5,496 Other accrued expenses and current liabilities 8,429 8,755 $ 38,869 $ 35,958 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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): September 30, 2021 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 235,418 $ — $ — $ 235,418 U.S. treasury securities 49,998 — — 49,998 Commercial paper — 5,500 — 5,500 Marketable securities U.S. treasury securities 49,997 — — 49,997 Corporate bonds — 71,506 — 71,506 Commercial paper — 677,449 — 677,449 Total assets $ 335,413 $ 754,455 $ — $ 1,089,868 Liabilities Contingent consideration $ — $ — $ 20,064 $ 20,064 Total liabilities $ — $ — $ 20,064 $ 20,064 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 |
Summary of Changes in Common Stock Warrant Liability and Contingent Consideration Liability | The following table summarizes the changes in the contingent consideration liability (in thousands): Quarter Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Beginning fair value $ 30,410 $ 6,286 $ 23,490 $ 6,362 Change in fair value (10,346) (72) (3,426) (148) Ending fair value $ 20,064 $ 6,214 $ 20,064 $ 6,214 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Notes | The 2024 Notes consisted of the following (in thousands): September 30, December 31, Liability: Principal $ 250,000 $ 500,000 Unamortized debt discount and issuance costs (37,584) (92,968) Net carrying amount $ 212,416 $ 407,032 Carrying amount of the equity component $ 55,615 $ 111,230 The 2026 Notes consisted of the following (in thousands): September 30, 2021 Liability: Principal $ 1,150,000 Unamortized debt discount and issuance costs (264,443) Net carrying amount $ 885,557 Carrying amount of the equity component 1 $ 271,229 1 The carrying amount of the equity component of $271.2 million differs from the equity component of the 2026 convertible senior notes, net of issuance costs and tax of $268.3 million per the Condensed Consolidated Statements of Stockholders' Equity due to a deferred tax liability of $2.9 million, net of the related change in the valuation allowance, related to the issuance costs and debt discount on the 2026 Notes. |
Equity Awards (Tables)
Equity Awards (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense recorded in the Company’s unaudited condensed consolidated statements of operations was as follows (in thousands): Quarter Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenues $ 2,213 $ 1,871 $ 6,190 $ 4,900 Sales and marketing 5,760 5,675 16,872 15,645 Research and development 2,788 1,954 8,264 4,918 General and administrative 6,169 3,826 17,463 9,935 $ 16,930 $ 13,326 $ 48,789 $ 35,398 |
Summary of Stock Options Activity | The following table summarizes activity for awards that contain service-only vesting conditions (in thousands): Outstanding at December 31, 2020 2,944 Granted 246 Exercised (299) Forfeited/canceled (36) Outstanding at September 30, 2021 2,855 |
Summary of Restricted Stock Units Activity | The following table summarizes activity for restricted stock units (in thousands): Nonvested at December 31, 2020 2,072 Granted 506 Vested (710) Forfeited/canceled (164) Nonvested at September 30, 2021 1,704 |
Net Loss per Share - (Tables)
Net Loss per Share - (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share amounts): Quarter Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss attributable to BlackLine, Inc. $ (13,741) $ (8,751) $ (78,151) $ (29,926) Denominator: Weighted average shares 58,508 57,063 58,196 56,619 Add: Dilutive effect of securities — — — — Shares used to calculate diluted net loss per share 58,508 57,063 58,196 56,619 Basic net loss per share attributable to BlackLine, Inc. $ (0.23) $ (0.15) $ (1.34) $ (0.53) Diluted net loss per share attributable to BlackLine, Inc. $ (0.23) $ (0.15) $ (1.34) $ (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 (in thousands): Nine Months Ended September 30, 2021 2020 Stock options with service-only vesting conditions 2,855 3,216 Stock options with performance conditions — 483 Restricted stock units 1,704 2,089 Total shares excluded from net loss per share 4,559 5,788 |
Geographic Information (Tables)
Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenues by Geographic Region | The following table sets forth the Company’s revenues by geographic region (in thousands): Quarter Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 78,335 $ 68,058 $ 223,848 $ 192,784 International 31,067 22,099 86,532 63,243 $ 109,402 $ 90,157 $ 310,380 $ 256,027 |
Redeemable Non-Controlling In_3
Redeemable Non-Controlling Interest - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Oct. 31, 2018 | Sep. 30, 2020 | |
Redeemable Noncontrolling Interest [Line Items] | ||
Redeemable non-controlling interest adjustment (understatement) over, adjustment | $ 1.5 | |
BlackLine K.K. | BlackLine K.K. | ||
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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Redeemable Noncontrolling Interest [Roll Forward] | ||||
Balance at beginning of period | $ 18,032 | $ 7,190 | $ 12,524 | $ 4,905 |
Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) | (252) | (425) | (733) | (1,081) |
Foreign currency translation | (6) | 44 | (108) | 65 |
Adjustment to redeemable non-controlling interest | 4,275 | 1,319 | 10,366 | 4,239 |
Balance at end of period | $ 22,049 | $ 8,128 | $ 22,049 | $ 8,128 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Investments in Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 799,073 | $ 175,211 |
Gross Unrealized Gains | 17 | 3 |
Gross Unrealized Losses | (138) | (8) |
Fair Value | 798,952 | 175,206 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 49,998 | 149,991 |
Gross Unrealized Gains | 0 | 3 |
Gross Unrealized Losses | (1) | 0 |
Fair Value | 49,997 | 149,994 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 71,495 | 22,621 |
Gross Unrealized Gains | 17 | 0 |
Gross Unrealized Losses | (6) | (8) |
Fair Value | 71,506 | 22,613 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 677,580 | 2,599 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (131) | 0 |
Fair Value | $ 677,449 | $ 2,599 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($)marketableSecurity | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($)marketableSecurity | Dec. 31, 2020USD ($) | |
Debt Securities, Available-for-sale [Line Items] | |||||
Realized gains (losses) recognized | $ 0 | $ 0 | $ 100,000 | ||
Number of marketable securities | marketableSecurity | 1 | 1 | |||
Securities in continuous loss position, less than 12 months, estimated fair value | $ 421,700,000 | 421,700,000 | $ 12,600,000 | ||
Unrealized losses | $ 100,000 | ||||
Number of securities in continuous unrealized loss position, greater than 12 months | 0 | 0 | |||
General and administrative | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Net gains and losses on maturities of marketable securities reclassified from accumulated other comprehensive loss to earnings | $ 100,000 | $ (300,000) | $ 200,000 | $ 300,000 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Amortized Cost and Fair Values of Marketable Securities, by Remaining Contractual Maturity (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Amortized Cost | |
Maturing within 1 year | $ 779,497 |
Maturing between 1 and 2 years | 19,576 |
Amortized cost | 799,073 |
Fair Value | |
Maturing within 1 year | 779,373 |
Maturing between 1 and 2 years | 19,579 |
Fair Value | $ 798,952 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Balance Sheet Related Disclosures [Abstract] | |||
Deferred customer contract acquisition costs | $ 71,023 | $ 58,980 | |
Deferred customer contract acquisition costs | 255 | 273 | $ 261 |
Restricted cash | 3,745 | 2,372 | |
Other assets | 3,940 | 3,744 | |
Other Assets, Total | $ 78,963 | $ 65,369 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued salaries and employee benefits | $ 25,682 | $ 21,707 |
Accrued income and other taxes payable | 4,758 | 5,496 |
Other accrued expenses and current liabilities | 8,429 | 8,755 |
Accrued Expenses and Other Current Liabilities, Total | $ 38,869 | $ 35,958 |
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 | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 1,089,868 | $ 473,526 |
Liabilities | ||
Contingent consideration | 20,064 | 23,490 |
Total liabilities | 20,064 | 23,490 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 235,418 | 98,336 |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 49,998 | 199,984 |
Marketable securities | 49,997 | 149,994 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 5,500 | |
Marketable securities | 677,449 | 2,599 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 71,506 | 22,613 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 335,413 | 448,314 |
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 | 235,418 | 98,336 |
Level 1 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 49,998 | 199,984 |
Marketable securities | 49,997 | 149,994 |
Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Marketable securities | 0 | 0 |
Level 1 | Corporate bonds | ||
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 | 754,455 | 25,212 |
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 | 0 |
Marketable securities | 0 | 0 |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 5,500 | |
Marketable securities | 677,449 | 2,599 |
Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 71,506 | 22,613 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Liabilities | ||
Contingent consideration | 20,064 | 23,490 |
Total liabilities | 20,064 | 23,490 |
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 | 0 |
Marketable securities | 0 | 0 |
Level 3 | Commercial paper | ||
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 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Contingent Consideration Liability (Details) - Contingent Consideration - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning fair value | $ 30,410 | $ 6,286 | $ 23,490 | $ 6,362 |
Change in fair value | (10,346) | (72) | (3,426) | (148) |
Ending fair value | $ 20,064 | $ 6,214 | $ 20,064 | $ 6,214 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Details) $ / shares in Units, $ in Thousands | Mar. 15, 2021USD ($)d$ / shares | Aug. 13, 2019USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($)$ / shares | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||
Proceeds form issuance of convertible note | $ 1,128,794 | $ 0 | ||||||
Loss on extinguishment of convertible senior notes | (7,012) | 0 | ||||||
Reduction to additional paid in capital, reacquisition of equity component | 219,284 | |||||||
Interest expense related to amortization of debt discount and issuance costs | 39,272 | 16,874 | ||||||
Deferred tax liability, debt issuance costs and discounts | $ 2,900 | $ 2,900 | ||||||
Capped calls, carrying amount of original value, percentage | 100.00% | 100.00% | ||||||
Capped calls cost | $ 102,400 | |||||||
Cap price per share (in usd per share) | $ / shares | $ 233.31 | $ 233.31 | ||||||
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 aggregate principal amount | $ 65,000 | |||||||
Aggregate principal amount | $ 250,000 | $ 250,000 | ||||||
Implied interest rate | 4.94% | 4.94% | ||||||
Loss on extinguishment of convertible senior notes | 7,000 | |||||||
Reduction to additional paid in capital, reacquisition of equity component | $ 219,300 | |||||||
Interest expense related to amortization of debt discount and issuance costs | $ 3,000 | $ 5,800 | $ 11,300 | 16,900 | ||||
Coupon interest expense | 100 | $ 200 | $ 300 | 500 | ||||
Remaining life of notes | 34 months | |||||||
Convertible Senior Notes Due 2024 | Level 2 | ||||||||
Debt Instrument [Line Items] | ||||||||
Estimated fair value of convertible senior notes | 418,700 | $ 418,700 | ||||||
Convertible Senior Notes due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible senior notes interest rate | 0.00% | |||||||
Proceeds form issuance of convertible note | $ 1,150,000 | $ 432,200 | ||||||
Option to purchase aggregate principal amount | $ 150,000 | |||||||
Interest expense related to amortization of debt discount and issuance costs | $ 13,000 | $ 28,000 | ||||||
Remaining life of notes | 54 months | |||||||
Conversion rate | 0.0060156 | |||||||
Conversion price (in usd per share) | $ / shares | $ 166.23 | |||||||
Debt repurchase amount percentage prior to maturity | 100.00% | |||||||
Debt discount | $ 276,300 | |||||||
Debt transaction costs | 21,200 | |||||||
Transaction costs allocated to liability component | 16,100 | |||||||
Transaction costs attributable to equity component | $ 5,100 | |||||||
Effective interest rate | 6.04% | |||||||
Convertible Senior Notes due 2026 | Condition One | ||||||||
Debt Instrument [Line Items] | ||||||||
Trading days | d | 20 | |||||||
Consecutive trading days | d | 30 | |||||||
Convertible Senior Notes due 2026 | Condition Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Consecutive trading days | d | 5 | |||||||
Business day | d | 5 | |||||||
Convertible Senior Notes due 2026 | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of principal amount of notes declared as accrued based on certain customary events of default | 25.00% | |||||||
Convertible Senior Notes due 2026 | Minimum | Condition One | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price, threshold percentage | 130.00% | |||||||
Convertible Senior Notes due 2026 | Maximum | Condition Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price, threshold percentage | 98.00% | |||||||
Convertible Senior Notes due 2026 | Level 2 | ||||||||
Debt Instrument [Line Items] | ||||||||
Estimated fair value of convertible senior notes | $ 1,100,000 | $ 1,100,000 |
Convertible Senior Notes - Summ
Convertible Senior Notes - Summary of Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Deferred tax liability, net | $ 2,900 | |
Convertible Senior Notes Due 2024 | ||
Debt Instrument [Line Items] | ||
Principal | 250,000 | $ 500,000 |
Unamortized debt discount and issuance costs | (37,584) | (92,968) |
Net carrying amount | 212,416 | 407,032 |
Carrying amount of the equity component | 55,615 | $ 111,230 |
Convertible Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Principal | 1,150,000 | |
Unamortized debt discount and issuance costs | (264,443) | |
Net carrying amount | 885,557 | |
Carrying amount of the equity component | $ 271,229 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2013 | |
Business Acquisition, Contingent Consideration [Line Items] | |||||
Change in fair value of contingent consideration | $ 10,400 | $ 3,426 | $ 148 | ||
BlackLine Systems, Inc. | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Maximum contingent consideration to be distributed | $ 8,000 | ||||
Fair value of contingent consideration | 6,600 | 6,600 | $ 6,400 | ||
Rimilia | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Maximum contingent consideration to be distributed | 30,000 | 30,000 | |||
Fair value of contingent consideration | $ 13,400 | $ 13,400 | $ 17,100 |
Equity Awards - Summary of Stoc
Equity Awards - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 16,930 | $ 13,326 | $ 48,789 | $ 35,398 |
Cost of revenues | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 2,213 | 1,871 | 6,190 | 4,900 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 5,760 | 5,675 | 16,872 | 15,645 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 2,788 | 1,954 | 8,264 | 4,918 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 6,169 | $ 3,826 | $ 17,463 | $ 9,935 |
Equity Awards - Additional Info
Equity Awards - Additional Information (Details) $ / shares in Units, $ in Millions | Jul. 01, 2020officershares | Oct. 31, 2016officer$ / sharesshares | Sep. 30, 2021USD ($) | Mar. 31, 2021shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation capitalized as an asset | $ | $ 0.5 | $ 0.4 | $ 1.4 | $ 0.9 | |||
Stock options granted (in shares) | 246,000 | ||||||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of officers, options granted | officer | 1 | 2 | |||||
Officer | Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted (in shares) | 682,800 | ||||||
Exercise price of options granted (in usd per share) | $ / shares | $ 14 | ||||||
Awards canceled (in shares) | 200,000 | 482,800 |
Equity Awards - Summary of St_2
Equity Awards - Summary of Stock Options Activity (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding, Beginning balance (in shares) | 2,944 |
Granted (in shares) | 246 |
Exercises (in shares) | (299) |
Forfeitures/canceled (in shares) | (36) |
Outstanding, Ending balance (in shares) | 2,855 |
Equity Awards - Summary of Rest
Equity Awards - Summary of Restricted Stock Units Activity (Details) - Restricted stock units shares in Thousands | 9 Months Ended |
Sep. 30, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Nonvested, Beginning Balance (in shares) | 2,072 |
Grants (in shares) | 506 |
Vested (in shares) | (710) |
Forfeited/canceled (in shares) | (164) |
Nonvested, Ending balance (in shares) | 1,704 |
Unearned Revenue and Performa_2
Unearned Revenue and Performance Obligations - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Unearned Revenue And Performance Obligations [Abstract] | ||
Deferred revenue recognized | $ 173.8 | $ 147.5 |
Contracted not recognized revenue | $ 531 |
Unearned Revenue and Performa_3
Unearned Revenue and Performance Obligations - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | Sep. 30, 2021 |
Revenue from Contract with Customer [Abstract] | |
Contracted not recognized revenue, expects to recognize revenue over next 12 months | 59.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction, period | 12 months |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ (210) | $ 555 | $ (78) | $ 871 |
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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss attributable to BlackLine, Inc. | $ (13,741) | $ (8,751) | $ (78,151) | $ (29,926) |
Weighted average shares | ||||
Weighted average shares (in shares) | 58,508 | 57,063 | 58,196 | 56,619 |
Add: Dilutive effect of securities (in shares) | 0 | 0 | 0 | 0 |
Shares used to calculate diluted net loss per share (in shares) | 58,508 | 57,063 | 58,196 | 56,619 |
Basic net loss per share attributable to BlackLine, Inc. (in usd per share) | $ (0.23) | $ (0.15) | $ (1.34) | $ (0.53) |
Diluted net loss per share attributable to BlackLine, Inc. (in usd per share) | $ (0.23) | $ (0.15) | $ (1.34) | $ (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 | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from net loss per share (in shares) | 4,559 | 5,788 |
Stock options with service-only vesting conditions | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from net loss per share (in shares) | 2,855 | 3,216 |
Stock options with performance conditions | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from net loss per share (in shares) | 0 | 483 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from net loss per share (in shares) | 1,704 | 2,089 |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Details) - $ / shares shares in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Mar. 15, 2021 | |
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 (in shares) | 4,559 | 5,788 | |
Convertible Senior Notes due 2026 | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Conversion price (in usd per share) | $ 166.23 | ||
Convertible Notes | Convertible Senior Notes Due 2024 | |||
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 (in shares) | 3,400 | ||
Conversion price (in usd per share) | $ 73.40 | ||
Convertible Notes | Convertible Senior Notes Due 2024 | 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 (in shares) | 4,700 | ||
Convertible Notes | Convertible Senior Notes due 2026 | |||
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 (in shares) | 6,900 | ||
Conversion price (in usd per share) | $ 166.23 | ||
Convertible Notes | Convertible Senior Notes due 2026 | 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 (in shares) | 9,900 |
Geographic Information - Schedu
Geographic Information - Schedule of Revenues by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 109,402 | $ 90,157 | $ 310,380 | $ 256,027 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 78,335 | 68,058 | 223,848 | 192,784 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 31,067 | $ 22,099 | $ 86,532 | $ 63,243 |
Subsequent Events (Details)
Subsequent Events (Details) - Restricted stock units - shares | Nov. 02, 2021 | Sep. 30, 2021 |
Subsequent Event [Line Items] | ||
Grants (in shares) | 506,000 | |
Subsequent Event | Board of Directors, Compensation Committee | ||
Subsequent Event [Line Items] | ||
Grants (in shares) | 100,000 | |
Number of common stock entitled to receive upon vesting of award (in shares) | 1 | |
Vesting percentage | 25.00% |