Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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 $0.01 per share | |
Trading Symbol | BL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 59,312,163 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001666134 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 365,522 | $ 539,739 |
Marketable securities (amortized cost of $666,091 and $658,886 at March 31, 2022 and December 31, 2021, respectively) | 666,122 | 658,964 |
Accounts receivable, net of allowances for credit losses of $3,013 and $2,923 at March 31, 2022 and December 31, 2021, respectively | 117,554 | 125,130 |
Prepaid expenses and other current assets | 22,278 | 23,855 |
Total current assets | 1,171,476 | 1,347,688 |
Capitalized software development costs, net | 25,489 | 23,547 |
Property and equipment, net | 15,977 | 16,321 |
Intangible assets, net | 106,433 | 36,195 |
Goodwill | 443,861 | 289,710 |
Operating lease right-of-use assets | 16,906 | 16,264 |
Other assets | 90,088 | 87,853 |
Total assets | 1,870,230 | 1,817,578 |
Current liabilities: | ||
Accounts payable | 16,285 | 7,471 |
Accrued expenses and other current liabilities | 38,401 | 50,930 |
Deferred revenue | 242,300 | 242,429 |
Finance lease liabilities, current | 399 | 373 |
Operating lease liabilities, current | 5,231 | 4,936 |
Contingent consideration, current | 36,878 | 16,438 |
Total current liabilities | 339,494 | 322,577 |
Finance lease liabilities, noncurrent | 724 | 824 |
Operating lease liabilities, noncurrent | 13,338 | 13,248 |
Convertible senior notes, net | 1,380,152 | 1,114,239 |
Contingent consideration, noncurrent | 37,985 | 4,294 |
Deferred tax liabilities, net | 5,809 | 8,175 |
Deferred revenue, noncurrent | 262 | 362 |
Other long-term liabilities | 1,187 | 124 |
Total liabilities | 1,778,951 | 1,463,843 |
Commitments and contingencies (Note 12) | ||
Redeemable non-controlling interest (Note 3) | 25,151 | 28,699 |
Stockholders' equity: | ||
Common stock | 593 | 590 |
Additional paid-in capital | 318,297 | 625,883 |
Accumulated other comprehensive income | 113 | 298 |
Accumulated deficit | (252,875) | (301,735) |
Total stockholders' equity | 66,128 | 325,036 |
Total liabilities, redeemable non-controlling interest, and stockholders' equity | $ 1,870,230 | $ 1,817,578 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (PARENTHETICAL) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Amortized cost | $ 666,091 | $ 658,886 |
Allowances for credit losses | $ 3,013 | $ 2,923 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Total revenues | $ 120,236 | $ 98,856 |
Cost of revenues | ||
Total cost of revenues | 30,673 | 21,890 |
Gross profit | 89,563 | 76,966 |
Other income (expense) | ||
Sales and marketing | 60,027 | 48,429 |
Research and development | 25,248 | 18,973 |
General and administrative | 29,652 | 28,269 |
Total operating expenses | 114,927 | 95,671 |
Loss from operations | (25,364) | (18,705) |
Other income (expense) | ||
Interest income | 518 | 94 |
Interest expense | (1,447) | (14,804) |
Other expense, net | (929) | (14,710) |
Loss before income taxes | (26,293) | (33,415) |
Benefit from income taxes | (12,862) | (191) |
Net loss | (13,431) | (33,224) |
Net loss attributable to non-controlling interest | (3) | (197) |
Adjustment attributable to non-controlling interest | (3,417) | 5,937 |
Net loss attributable to BlackLine, Inc. | $ (10,011) | $ (38,964) |
Basic net loss per share attributable to BlackLine, Inc. (in usd per share) | $ (0.17) | $ (0.67) |
Shares used to calculate basic net loss per share (in shares) | 59,123 | 57,860 |
Diluted net loss per share attributable to BlackLine, Inc. (in usd per share) | $ (0.17) | $ (0.67) |
Shares used to calculate diluted net loss per share (in shares) | 59,123 | 57,860 |
Subscription and support | ||
Revenue from Contract with Customer [Abstract] | ||
Total revenues | $ 113,525 | $ 91,655 |
Cost of revenues | ||
Total cost of revenues | 24,156 | 15,425 |
Professional services | ||
Revenue from Contract with Customer [Abstract] | ||
Total revenues | 6,711 | 7,201 |
Cost of revenues | ||
Total cost of revenues | $ 6,517 | $ 6,465 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (13,431) | $ (33,224) |
Other comprehensive income: | ||
Net change in unrealized gains (losses) on marketable securities, net of tax of $0 for the quarters ended March 31, 2022 and 2021 | (47) | 24 |
Foreign currency translation | (266) | (210) |
Other comprehensive loss | (313) | (186) |
Comprehensive loss | (13,744) | (33,410) |
Less comprehensive loss attributable to redeemable non-controlling interest: | ||
Net loss attributable to redeemable non-controlling interest | (3) | (197) |
Foreign currency translation attributable to redeemable non-controlling interest | (128) | (105) |
Comprehensive loss attributable to redeemable non-controlling interest | (131) | (302) |
Comprehensive loss attributable to BlackLine, Inc. | $ (13,613) | $ (33,108) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) (PARENTHETICAL) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net change in unrealized gain on marketable securities, tax | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated DeficitCumulative Effect, Period of Adoption, Adjusted Balance |
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) | 98 | ||||||||||
Stock option exercises | 2,149 | $ 1 | 2,148 | 0 | |||||||
Vesting of restricted stock units (in shares) | 258 | ||||||||||
Vesting of restricted stock units | 2 | $ 2 | 0 | 0 | |||||||
Acquisition of common stock for tax withholding obligations | (5,134) | (5,134) | 0 | ||||||||
Stock-based compensation | 15,203 | 15,203 | 0 | ||||||||
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 | 266,017 | 266,017 | |||||||||
Purchase of capped calls | (102,350) | (102,350) | |||||||||
Other comprehensive income (loss) | (81) | (81) | |||||||||
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (38,964) | (5,937) | (33,027) | ||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 58,038 | ||||||||||
Ending Balance at Mar. 31, 2021 | 339,628 | $ 580 | 573,431 | 295 | (234,678) | ||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 58,984 | ||||||||||
Beginning Balance at Dec. 31, 2021 | 325,036 | $ (262,130) | $ 62,906 | $ 590 | 625,883 | $ (324,418) | $ 301,465 | 298 | (301,735) | $ 62,288 | $ (239,447) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock option exercises (in shares) | 71 | ||||||||||
Stock option exercises | 1,387 | $ 1 | 1,386 | 0 | |||||||
Vesting of restricted stock units (in shares) | 238 | ||||||||||
Vesting of restricted stock units | 2 | $ 2 | 0 | ||||||||
Acquisition of common stock for tax withholding obligations | (4,187) | (4,187) | 0 | ||||||||
Stock-based compensation | 16,216 | 16,216 | 0 | ||||||||
Other comprehensive income (loss) | (185) | (185) | |||||||||
Net loss attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest | (10,011) | 3,417 | (13,428) | ||||||||
Ending Balance (in shares) at Mar. 31, 2022 | 59,293 | ||||||||||
Ending Balance at Mar. 31, 2022 | $ 66,128 | $ 593 | $ 318,297 | $ 113 | $ (252,875) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 [Member] |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss attributable to BlackLine, Inc. | $ (10,011) | $ (38,964) |
Net loss and adjustment attributable to redeemable non-controlling interest (Note 3) | (3,420) | 5,740 |
Net loss | (13,431) | (33,224) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 9,147 | 6,542 |
Change in fair value of contingent consideration | (1,816) | 7,702 |
Amortization of debt discount and issuance costs | 1,357 | 7,651 |
Stock-based compensation | 15,902 | 14,794 |
Loss on extinguishment of convertible senior notes | 0 | 7,012 |
Noncash lease expense | 1,445 | 1,025 |
Amortization (accretion) of purchase discounts on marketable securities, net | 95 | (33) |
Net foreign currency (gains) losses | (182) | 333 |
Deferred income taxes | (14,156) | 7 |
Provision for (benefit from) credit losses | 28 | (8) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 9,459 | 20,980 |
Prepaid expenses and other current assets | 2,576 | (672) |
Other assets | (2,094) | (3,456) |
Accounts payable | 6,555 | 652 |
Accrued expenses and other current liabilities | (13,815) | (2,075) |
Deferred revenue | (460) | 2,333 |
Operating lease liabilities | (1,440) | (1,058) |
Other long-term liabilities | 1,006 | 0 |
Net cash provided by operating activities | 176 | 28,505 |
Cash flows from investing activities | ||
Purchases of marketable securities | (335,550) | (308,937) |
Proceeds from maturities of marketable securities | 328,250 | 175,209 |
Capitalized software development costs | (4,657) | (4,021) |
Purchases of property and equipment | (1,528) | (1,096) |
Acquisition, net of cash acquired | (157,738) | 0 |
Net cash used in investing activities | (171,223) | (138,845) |
Cash flows from financing activities | ||
Proceeds from issuance of convertible senior notes, net of issuance costs | 0 | 1,129,106 |
Partial repurchase of convertible senior notes | 0 | (432,230) |
Purchase of capped calls related to convertible senior notes | 0 | (102,350) |
Principal payments under finance lease obligations | (106) | 0 |
Proceeds from exercises of stock options | 1,389 | 2,151 |
Acquisition of common stock for tax withholding obligations | (4,187) | (5,134) |
Financed purchases of property and equipment | 0 | (169) |
Net cash provided by (used in) financing activities | (2,904) | 591,374 |
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash | (271) | (210) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (174,222) | 480,824 |
Cash, cash equivalents, and restricted cash, beginning of period | 539,991 | 367,913 |
Cash, cash equivalents, and restricted cash, end of period | 365,769 | 848,737 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||
Cash and cash equivalents at end of period | 365,522 | 848,268 |
Restricted cash included within prepaid expenses and other current assets at end of period | 0 | 208 |
Restricted cash included within other assets at end of period | 247 | 261 |
Total cash, cash equivalents, and restricted cash at end of period shown in the consolidated statements of cash flows | 365,769 | 848,737 |
Non-cash financing and investing activities | ||
Adjustment for adoption of ASU 2020-06 | 262,130 | 0 |
Estimated fair value of contingent consideration | 55,947 | 0 |
Stock-based compensation capitalized for software development | 382 | 409 |
Capitalized software development costs included in accounts payable and accrued expenses and other current liabilities at end of period | 995 | 365 |
Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities at end of period | 454 | 451 |
Debt issuance costs included in accrued expenses and additional paid-in capital at end of period | $ 0 | $ 312 |
Company Overview
Company Overview | 3 Months Ended |
Mar. 31, 2022 | |
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 entry capabilities, and certain types of data matching capabilities. On January 26, 2022, the Company acquired FourQ Systems, Inc. (“FourQ”), hereinafter referred to as the “FourQ Acquisition.” The primary purpose of the FourQ Acquisition was to enhance our existing intercompany accounting automation capabilities by driving end-to-end automation of traditionally manual intercompany accounting processes. The Company is headquartered in Woodland Hills, California and has offices in Pleasanton, California, as well as in Australia, Canada, France, Germany, Japan, the Netherlands, Poland, Romania, Singapore, and the United Kingdom. |
Basis of Presentation, Signific
Basis of Presentation, Significant Accounting Policies and Recently-Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021, which was filed with the Securities and Exchange Commission (“SEC”) on February 25, 2022 and as amended in the Annual Report on Form 10-K/A filed on March 24, 2022. 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, 2021 was derived from audited financial statements, but does not include all disclosures required by GAAP. The operating results for the quarter ended March 31, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022. 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, 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 March 31, 2022 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 condensed consolidated financial statements at and for the quarter ended March 31, 2022, 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 condensed consolidated financial statements in future reporting periods. Significant accounting policies The Company’s significant accounting policies are detailed in “Note 2 - Significant Accounting Policies" of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes to the Company’s significant accounting policies except for the adoption of 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 , as discussed below and the accounting for acquired deferred tax liabilities in a business combination as discussed in Note 10. Recently-adopted accounting pronouncements In August 2020, the FASB issued ASU No. 2020-06. 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. The Company adopted the provisions of the new standard effective January 1, 2022 using the modified retrospective method, which resulted in an adjustment of $324.4 million, net of tax of $2.4 million to reclassify the remaining balance of the conversion feature recorded in additional paid in capital to convertible debt for $262.1 million and retained earnings for $62.3 million. Accordingly, the Company no longer carries an equity component of the convertible notes. 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 adopted the provisions of the new standard effective January 1, 2022. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements. Recently-issued accounting pronouncements not yet adopted In January 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-01, Derivatives and Hedging, which expands the scope of the portfolio layer method to include non-prepayable financial assets, and provides additional guidance on the accounting for and disclosure of hedge basis adjustments that are applicable to the portfolio layer method. For public business entities, it is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company has not used derivative instruments to mitigate the impact of our market risk exposures, 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. |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest | 3 Months Ended |
Mar. 31, 2022 | |
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 interests 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 March 31, 2022 2021 Balance at beginning of period $ 28,699 $ 12,524 Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) (3) (197) Foreign currency translation (128) (105) Adjustment to redeemable non-controlling interest (3,417) 5,937 Balance at end of period $ 25,151 $ 18,159 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Acquisition of FourQ On January 26, 2022 the Company completed the FourQ acquisition for cash consideration of $160.2 million payable at the closing of the acquisition with additional cash payments of up to $73.2 million payable upon certain earnout conditions being met. The FourQ Acquisition enhances the Company's existing intercompany accounting automation capabilities by driving end-to-end automation of traditionally manual intercompany accounting processes. Transaction-related costs, which include, but are not limited to, accounting, legal, and advisory fees related to the transaction, incurred by the Company totaling approximately $3.1 million were expensed as incurred during the quarter ended March 31, 2022. The contingent consideration was classified as a liability and included in contingent consideration on the accompanying condensed consolidated balance sheet at March 31, 2022. It will be remeasured on a recurring basis at fair value. To estimate the fair value of the contingent consideration liability, management utilized a Monte Carlo simulation model to value the earnout based on the likelihood of reaching firm-specific targets. Significant inputs used in the fair value measurement of contingent consideration are the amount and timing of new and incremental combined bookings from FourQ and BlackLine, and revenues from a specified FourQ customer over a three-year period subsequent to the acquisition date, as well as the discount rate. At March 31, 2022, the fair value of the contingent consideration liability was $55.9 million. The Company accounted for the transaction as a business combination using the acquisition method of accounting. The total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date. The purchase price allocation is preliminary. The purchase consideration and major classes of assets and liabilities to which the Company allocated the total fair value of purchase consideration of $214.2 million were as follows (in thousands): Cash consideration $ 160,224 Post-acquisition working capital adjustment (635) Contingent consideration 55,947 Less: One-time expense related to accelerated vesting (1,322) Purchase consideration $ 214,214 Cash and cash equivalents $ 1,164 Accounts receivable, net 1,853 Prepaid expenses and other current assets 410 Other assets 143 Property and equipment 659 Intangible assets 74,400 Goodwill 154,151 Accounts payable (1,537) Accrued liabilities (2,585) Deferred revenue (231) Deferred tax liabilities, net (14,213) Total consideration $ 214,214 The Company believes the amount of goodwill resulting from the acquisition is primarily attributable to increased offerings to customers, and enhanced opportunities for growth and innovation. The goodwill resulting from the acquisition is not tax deductible. To determine the estimated fair value of intangible assets acquired, the Company engaged a third-party valuation specialist to assist management. All estimates, key assumptions, and forecasts were either provided by, or reviewed by the Company. While the Company chose to utilize a third-party valuation specialist for assistance, the fair value analysis and related valuations reflect the conclusions of the Company and not those of any third party. The fair value measurements of the intangible assets were based primarily on significant unobservable inputs and thus represent a Level 3 measurement as defined in ASC 820. The acquired intangible asset categories, fair value, and amortization periods, were as follows: Amortization Fair Value Developed technology 7 $ 64,900 Customer relationships 3 9,500 $ 74,400 The weighted average lives of intangible assets at the acquisition date was 6.5 years. The identified intangible assets, developed technology and customer relationships, were valued as follows: Developed technology – The Company valued the finite-lived developed technology using the multi-period excess earnings model ("MPEEM") under the income approach. This method estimates an intangible asset’s value based on the present value of the incremental after-tax cash flows attributable to the intangible asset. The Company applied judgment which involves the use of significant assumptions with respect to the discount rate, obsolescence rate, revenue forecasts, research and development for future technology, and EBITDA forecasts. Customer relationships – The Company valued the finite-lived customer relationships using the differential cash flow (with-and-without) model. This method assumes that the value of the intangible asset is equal to the difference between the present value of the prospective cash flows with the intangible asset in place and the present value of the prospective cash flows without the intangible asset. The Company applied judgment, which involved the use of significant assumptions with respect to the discount rate and the customer ramp-up rate. The revenue and earnings of the acquired business were included in the Company’s results since the acquisition date and are not material to the Company’s consolidated financial results for the quarter ended March 31, 2022. Pro forma revenues and results of operations for this acquisition have not been presented as the impact on the Company’s consolidated financial statements would be immaterial. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill The carrying value of intangible assets was as follows (in thousands): March 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name $ 15,977 $ (13,716) $ 2,261 Developed technology 129,258 (45,484) 83,774 Customer relationships 26,089 (7,395) 18,694 Defensive patent 2,333 (629) 1,704 $ 173,657 $ (67,224) $ 106,433 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name $ 15,977 $ (13,317) $ 2,660 Developed technology 64,358 (43,148) 21,210 Customer relationships 16,589 (6,046) 10,543 Defensive patent 2,333 (551) 1,782 $ 99,257 $ (63,062) $ 36,195 The following table represents the changes in goodwill (in thousands): Balance at December 31, 2021 $ 289,710 Additions from acquisitions 154,151 Balance at March 31, 2022 $ 443,861 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2022 | |
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 sheets consisted of the following: March 31, 2022 Amortized Gross Gross Fair Value (in thousands) Marketable securities U.S. treasury securities $ 164,845 $ 4 $ (209) $ 164,640 Corporate bonds 75,694 528 (18) 76,204 Commercial paper 425,552 — (274) 425,278 $ 666,091 $ 532 $ (501) $ 666,122 December 31, 2021 Amortized Gross Gross Fair Value (in thousands) Marketable securities Corporate bonds $ 74,144 346 (10) $ 74,480 Commercial paper 584,742 — (258) 584,484 $ 658,886 $ 346 $ (268) $ 658,964 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 accompanying condensed consolidated statements of operations, were immaterial for the quarters ended March 31, 2022 and 2021. Net gains and losses are determined using the specific identification method. During the quarter ended March 31, 2022 and 2021, there were no realized gains or losses related to sales of marketable securities recognized in the Company's accompanying condensed consolidated statements of operations. Marketable securities in a continuous loss position for less than 12 months had an estimated fair value of $406.1 million and $379.7 million, and $0.5 million and $0.3 million of unrealized losses at March 31, 2022 and December 31, 2021, respectively. At March 31, 2022, 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 March 31, 2022 or December 31, 2021. The Company’s marketable securities as of March 31, 2022 have a contractual maturity of less than 1 year. Other Assets Other assets consisted of the following (in thousands): March 31, December 31, Deferred customer contract acquisition costs $ 81,880 $ 79,961 Restricted cash 247 252 Capitalized software implementation costs 4,257 7,023 Other assets 3,704 617 $ 90,088 $ 87,853 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities were comprised of the following (in thousands): March 31, December 31, Accrued salaries and employee benefits $ 23,242 $ 32,156 Accrued income and other taxes payable 8,288 9,770 Other accrued expenses and current liabilities 6,871 9,004 $ 38,401 $ 50,930 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
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): March 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 110,937 $ — $ — $ 110,937 U.S. treasury securities 10,497 — — 10,497 U.S. government agencies — 14,985 — 14,985 Commercial paper — 90,437 — 90,437 Marketable securities U.S. treasury securities 164,641 — — 164,641 Corporate bonds — 76,203 — 76,203 Commercial paper — 425,278 — 425,278 Total assets $ 286,075 $ 606,903 $ — $ 892,978 Liabilities Contingent consideration $ — $ — $ 74,863 $ 74,863 Total liabilities $ — $ — $ 74,863 $ 74,863 December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 432,110 $ — $ — $ 432,110 Marketable securities Corporate bonds — 74,480 — 74,480 Commercial paper — 584,484 — 584,484 Total assets $ 432,110 $ 658,964 $ — $ 1,091,074 Liabilities Contingent consideration $ — $ — $ 20,732 $ 20,732 Total liabilities $ — $ — $ 20,732 $ 20,732 The following table summarizes the changes in the contingent consideration liability (in thousands): Quarter Ended March 31, 2022 2021 Beginning fair value $ 20,732 $ 23,490 Additions in the period 55,947 — Change in fair value (1,816) 7,702 Ending fair value $ 74,863 $ 31,192 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 earnout 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 can significantly impact the fair value of the contingent consideration liability. At March 31, 2022, the fair value of the contingent consideration liability was $12.5 million. To determine the fair value of the contingent consideration related to the FourQ Acquisition, management utilized a Monte Carlo simulation model to value the earnout based on the likelihood of reaching firm-specific targets. Significant inputs used in the fair value measurement of contingent consideration are the amount and timing of new and incremental combined bookings from FourQ and BlackLine, and revenues from a specified FourQ customer over a three-year period subsequent to the acquisition date, as well as the discount rate. At March 31, 2022, the fair value of the contingent consideration liability was $55.9 million. 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 | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes 2024 Notes The 2024 Notes consisted of the following (in thousands): March 31, December 31, Liability: Principal $ 250,000 $ 250,000 Unamortized debt discount — (31,562) Unamortized debt issuance costs (3,044) (2,938) Net carrying amount $ 246,956 $ 215,500 Carrying amount of the equity component $ — $ 55,615 The Company carries the 2024 Notes at face value less unamortized issuance costs on the accompanying condensed consolidated balance sheets and presents the fair value for disclosure purposes only. 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. The estimated fair value of the 2024 Notes, based on a market approach at March 31, 2022, was approximately $307.5 million, which represents a Level 2 valuation. During the quarter ended March 31, 2022, the Company recognized $0.3 million of interest expense related to the amortization of issuance costs and $0.1 million of coupon interest expense. During the quarter ended March 31, 2021, the Company recognized $5.3 million of interest expense related to the amortization of debt discount and issuance costs and $0.1 million of coupon interest expense. At March 31, 2022, the remaining life of the 2024 Notes was approximately 28 months. The 2024 Notes were convertible at December 31, 2021. As a result, holders had the option to convert their Notes at any time during the quarter ended March 31, 2022. The Company did not receive any conversion requests for the 2024 Notes through March 31, 2022. 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. There have been no changes to the condition of the 2024 Capped Calls since December 31, 2021, and the Capped Calls are still outstanding as of March 31, 2022. 2026 Notes The 2026 Notes consisted of the following (in thousands): March 31, December 31, Liability: Principal $ 1,150,000 $ 1,150,000 Unamortized debt discount — (237,096) Unamortized debt issuance costs (16,804) (14,165) Net carrying amount $ 1,133,196 $ 898,739 Carrying amount of the equity component $ — $ 271,229 The Company carries the 2026 Notes at face value less unamortized issuance costs on the accompanying condensed consolidated balance sheets and presents the fair value for disclosure purposes only. 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. The estimated fair value of the 2026 Notes, based on a market approach at March 31, 2022, was approximately $975.3 million, which represents a Level 2 valuation. During the quarter ended March 31, 2022, the Company recognized $1.0 million of interest expense related to the amortization of issuance costs. At March 31, 2022, the remaining life of the 2026 Notes was approximately 48 months. The 2026 Notes were not convertible at March 31, 2022. 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. There have been no changes to the condition of the 2026 Capped Calls since December 31, 2021, and the Capped Calls are still outstanding as of March 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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 March 31, 2022 and December 31, 2021, the Company has not accrued a liability for these indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements was not probable or reasonably estimable. |
Equity Awards
Equity Awards | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Equity Awards | Equity Awards Stock-based compensation expense Stock-based compensation expense was as follows (in thousands): Quarter Ended March 31, 2022 2021 Cost of revenues $ 1,714 $ 1,750 Sales and marketing 5,924 5,251 Research and development 2,897 2,611 General and administrative 5,367 5,182 $ 15,902 $ 14,794 For the quarters ended March 31, 2022 and 2021, stock-based compensation capitalized as an asset was $0.4 million and $0.4 million, respectively. Stock options The following table summarizes activity for awards that contain service-only vesting conditions (in thousands): Outstanding at December 31, 2021 2,739 Granted — Exercised (74) Forfeited/canceled (8) Nonvested at March 31, 2022 2,657 Restricted stock units The following table summarizes activity for restricted stock units (in thousands): Nonvested at December 31, 2021 1,503 Granted 114 Vested (292) Forfeited/canceled (54) Outstanding at March 31, 2022 1,271 |
Unearned Revenue and Performanc
Unearned Revenue and Performance Obligations | 3 Months Ended |
Mar. 31, 2022 | |
Unearned Revenue And Performance Obligations [Abstract] | |
Unearned Revenue and Performance Obligations | Unearned Revenue and Performance Obligations Revenue totaling $98.3 million and $79.4 million was recognized during the quarters ended March 31, 2022 and 2021, respectively, that was previously included in the deferred revenue balance at December 31, 2021 and 2020, respectively. Contracted not recognized revenue was $661.3 million at March 31, 2022, of which the Company expects to recognize approximately 56% over the next 12 months and the remainder thereafter. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and 2021, the Company recorded $12.9 million and $0.2 million in income tax benefit, respectively. The increase in income tax benefit for the quarter ended March 31, 2022, compared to the quarter ended March 31, 2021, resulted primarily from a partial release of $14.0 million of existing valuation allowance as net deferred tax liabilities acquired from FourQ are a source of taxable income to support recognition of existing BlackLine deferred tax assets. The increase was partially offset by the non-recognition of 2022 tax benefits associated with certain UK operations and changes in the mix of profitable foreign jurisdictions. For the quarters ended March 31, 2022 and 2021, 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 2021 Numerator: Net loss attributable to BlackLine, Inc. $ (10,011) $ (38,964) Denominator: Weighted average shares 59,123 57,860 Add: Dilutive effect of securities — — Shares used to calculate diluted net loss per share 59,123 57,860 Basic net loss per share attributable to BlackLine, Inc. $ (0.17) $ (0.67) Diluted net loss per share attributable to BlackLine, Inc. $ (0.17) $ (0.67) 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): Quarter Ended March 31, 2022 2021 Stock options with service-only vesting conditions 2,657 3,021 Restricted stock units 1,271 2,107 Total shares excluded from net loss per share 3,928 5,128 |
Geographic Information
Geographic Information | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 2021 United States $ 85,682 $ 72,041 International 34,554 26,815 $ 120,236 $ 98,856 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 4, 2022, the Compensation Committee of the Board of Directors of BlackLine, Inc. approved restricted stock unit grants totaling 0.9 million shares. Each restricted stock unit entitles the recipient to receive one share of common stock upon vesting of the award. The majority of the restricted stock units will vest as to one-fourth of the total number of units awarded on the first anniversary of February 20, 2022 and quarterly thereafter for 12 consecutive quarters. On April 4, 2022, the Compensation Committee of the Board of Directors of BlackLine, Inc. also approved performance stock unit grants totaling 0.2 million shares at target. Once specified performance metrics are met, each performance stock unit entitles the recipient to receive one share of common stock upon vesting of the award. three |
Basis of Presentation, Signif_2
Basis of Presentation, Significant Accounting Policies and Recently-Issued Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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, 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 March 31, 2022 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 condensed consolidated financial statements at and for the quarter ended March 31, 2022, 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 condensed consolidated financial statements in future reporting periods. |
Recently-issued Accounting Pronouncements Not Yet Adopted | Recently-adopted accounting pronouncements In August 2020, the FASB issued ASU No. 2020-06. 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. The Company adopted the provisions of the new standard effective January 1, 2022 using the modified retrospective method, which resulted in an adjustment of $324.4 million, net of tax of $2.4 million to reclassify the remaining balance of the conversion feature recorded in additional paid in capital to convertible debt for $262.1 million and retained earnings for $62.3 million. Accordingly, the Company no longer carries an equity component of the convertible notes. 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 adopted the provisions of the new standard effective January 1, 2022. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements. Recently-issued accounting pronouncements not yet adopted In January 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-01, Derivatives and Hedging, which expands the scope of the portfolio layer method to include non-prepayable financial assets, and provides additional guidance on the accounting for and disclosure of hedge basis adjustments that are applicable to the portfolio layer method. For public business entities, it is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company has not used derivative instruments to mitigate the impact of our market risk exposures, 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. |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interest (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 2021 Balance at beginning of period $ 28,699 $ 12,524 Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) (3) (197) Foreign currency translation (128) (105) Adjustment to redeemable non-controlling interest (3,417) 5,937 Balance at end of period $ 25,151 $ 18,159 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase consideration and major classes of assets and liabilities to which the Company allocated the total fair value of purchase consideration of $214.2 million were as follows (in thousands): Cash consideration $ 160,224 Post-acquisition working capital adjustment (635) Contingent consideration 55,947 Less: One-time expense related to accelerated vesting (1,322) Purchase consideration $ 214,214 Cash and cash equivalents $ 1,164 Accounts receivable, net 1,853 Prepaid expenses and other current assets 410 Other assets 143 Property and equipment 659 Intangible assets 74,400 Goodwill 154,151 Accounts payable (1,537) Accrued liabilities (2,585) Deferred revenue (231) Deferred tax liabilities, net (14,213) Total consideration $ 214,214 |
Acquired Intangible Asset Categories, Fair Value and Amortization Periods | The acquired intangible asset categories, fair value, and amortization periods, were as follows: Amortization Fair Value Developed technology 7 $ 64,900 Customer relationships 3 9,500 $ 74,400 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Value of Intangible Assets | The carrying value of intangible assets was as follows (in thousands): March 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name $ 15,977 $ (13,716) $ 2,261 Developed technology 129,258 (45,484) 83,774 Customer relationships 26,089 (7,395) 18,694 Defensive patent 2,333 (629) 1,704 $ 173,657 $ (67,224) $ 106,433 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name $ 15,977 $ (13,317) $ 2,660 Developed technology 64,358 (43,148) 21,210 Customer relationships 16,589 (6,046) 10,543 Defensive patent 2,333 (551) 1,782 $ 99,257 $ (63,062) $ 36,195 |
Schedule of Changes in Goodwill | The following table represents the changes in goodwill (in thousands): Balance at December 31, 2021 $ 289,710 Additions from acquisitions 154,151 Balance at March 31, 2022 $ 443,861 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Investments in Marketable Securities | Investments in marketable securities presented within current assets on the condensed consolidated balance sheets consisted of the following: March 31, 2022 Amortized Gross Gross Fair Value (in thousands) Marketable securities U.S. treasury securities $ 164,845 $ 4 $ (209) $ 164,640 Corporate bonds 75,694 528 (18) 76,204 Commercial paper 425,552 — (274) 425,278 $ 666,091 $ 532 $ (501) $ 666,122 December 31, 2021 Amortized Gross Gross Fair Value (in thousands) Marketable securities Corporate bonds $ 74,144 346 (10) $ 74,480 Commercial paper 584,742 — (258) 584,484 $ 658,886 $ 346 $ (268) $ 658,964 |
Schedule of Other Assets | Other assets consisted of the following (in thousands): March 31, December 31, Deferred customer contract acquisition costs $ 81,880 $ 79,961 Restricted cash 247 252 Capitalized software implementation costs 4,257 7,023 Other assets 3,704 617 $ 90,088 $ 87,853 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities were comprised of the following (in thousands): March 31, December 31, Accrued salaries and employee benefits $ 23,242 $ 32,156 Accrued income and other taxes payable 8,288 9,770 Other accrued expenses and current liabilities 6,871 9,004 $ 38,401 $ 50,930 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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): March 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 110,937 $ — $ — $ 110,937 U.S. treasury securities 10,497 — — 10,497 U.S. government agencies — 14,985 — 14,985 Commercial paper — 90,437 — 90,437 Marketable securities U.S. treasury securities 164,641 — — 164,641 Corporate bonds — 76,203 — 76,203 Commercial paper — 425,278 — 425,278 Total assets $ 286,075 $ 606,903 $ — $ 892,978 Liabilities Contingent consideration $ — $ — $ 74,863 $ 74,863 Total liabilities $ — $ — $ 74,863 $ 74,863 December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 432,110 $ — $ — $ 432,110 Marketable securities Corporate bonds — 74,480 — 74,480 Commercial paper — 584,484 — 584,484 Total assets $ 432,110 $ 658,964 $ — $ 1,091,074 Liabilities Contingent consideration $ — $ — $ 20,732 $ 20,732 Total liabilities $ — $ — $ 20,732 $ 20,732 |
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 March 31, 2022 2021 Beginning fair value $ 20,732 $ 23,490 Additions in the period 55,947 — Change in fair value (1,816) 7,702 Ending fair value $ 74,863 $ 31,192 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Notes | The 2024 Notes consisted of the following (in thousands): March 31, December 31, Liability: Principal $ 250,000 $ 250,000 Unamortized debt discount — (31,562) Unamortized debt issuance costs (3,044) (2,938) Net carrying amount $ 246,956 $ 215,500 Carrying amount of the equity component $ — $ 55,615 The 2026 Notes consisted of the following (in thousands): March 31, December 31, Liability: Principal $ 1,150,000 $ 1,150,000 Unamortized debt discount — (237,096) Unamortized debt issuance costs (16,804) (14,165) Net carrying amount $ 1,133,196 $ 898,739 Carrying amount of the equity component $ — $ 271,229 |
Equity Awards (Tables)
Equity Awards (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense was as follows (in thousands): Quarter Ended March 31, 2022 2021 Cost of revenues $ 1,714 $ 1,750 Sales and marketing 5,924 5,251 Research and development 2,897 2,611 General and administrative 5,367 5,182 $ 15,902 $ 14,794 |
Summary of Stock Options Activity | The following table summarizes activity for awards that contain service-only vesting conditions (in thousands): Outstanding at December 31, 2021 2,739 Granted — Exercised (74) Forfeited/canceled (8) Nonvested at March 31, 2022 2,657 |
Summary of Restricted Stock Units Activity | The following table summarizes activity for restricted stock units (in thousands): Nonvested at December 31, 2021 1,503 Granted 114 Vested (292) Forfeited/canceled (54) Outstanding at March 31, 2022 1,271 |
Net Loss per Share - (Tables)
Net Loss per Share - (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 2021 Numerator: Net loss attributable to BlackLine, Inc. $ (10,011) $ (38,964) Denominator: Weighted average shares 59,123 57,860 Add: Dilutive effect of securities — — Shares used to calculate diluted net loss per share 59,123 57,860 Basic net loss per share attributable to BlackLine, Inc. $ (0.17) $ (0.67) Diluted net loss per share attributable to BlackLine, Inc. $ (0.17) $ (0.67) |
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): Quarter Ended March 31, 2022 2021 Stock options with service-only vesting conditions 2,657 3,021 Restricted stock units 1,271 2,107 Total shares excluded from net loss per share 3,928 5,128 |
Geographic Information (Tables)
Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 2021 United States $ 85,682 $ 72,041 International 34,554 26,815 $ 120,236 $ 98,856 |
Basis of Presentation, Signif_3
Basis of Presentation, Significant Accounting Policies and Recently-Issued Accounting Pronouncements - Adjustment for Adoption of Accounting Principle (Details) - USD ($) $ in Thousands | Jan. 01, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Reclassification [Line Items] | |||||
Adjustment to equity for adoption of ASU 2020-06 | $ 66,128 | $ 339,628 | $ 325,036 | $ 422,070 | |
Tax effect on adoption of ASU-2020-06 | (12,862) | (191) | |||
Additional Paid-in Capital | |||||
Reclassification [Line Items] | |||||
Adjustment to equity for adoption of ASU 2020-06 | 318,297 | 573,431 | 625,883 | 622,768 | |
Accumulated Deficit | |||||
Reclassification [Line Items] | |||||
Adjustment to equity for adoption of ASU 2020-06 | $ (252,875) | $ (234,678) | (301,735) | $ (201,651) | |
Cumulative Effect, Period of Adoption, Adjustment | |||||
Reclassification [Line Items] | |||||
Adjustment to equity for adoption of ASU 2020-06 | $ (262,100) | (262,130) | |||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | |||||
Reclassification [Line Items] | |||||
Adjustment to equity for adoption of ASU 2020-06 | (324,400) | (324,418) | |||
Tax effect on adoption of ASU-2020-06 | 2,400 | ||||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | |||||
Reclassification [Line Items] | |||||
Adjustment to equity for adoption of ASU 2020-06 | $ 62,300 | $ 62,288 |
Redeemable Non-Controlling In_3
Redeemable Non-Controlling Interest - Additional Information (Details) - BlackLine K.K. - BlackLine K.K. $ in Millions | 1 Months Ended |
Oct. 31, 2018USD ($) | |
Redeemable Noncontrolling Interest [Line Items] | |
Business combination, contribution | $ 4.5 |
Business combination, outstanding common stock percentage | 51.00% |
Redeemable Non-Controlling In_4
Redeemable Non-Controlling Interest - Summary of Redeemable Non-Controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Redeemable Noncontrolling Interest [Roll Forward] | ||
Balance at beginning of period | $ 28,699 | $ 12,524 |
Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) | (3) | (197) |
Foreign currency translation | (128) | (105) |
Adjustment to redeemable non-controlling interest | (3,417) | 5,937 |
Balance at end of period | $ 25,151 | $ 18,159 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - FourQ Systems, Inc. $ in Thousands | Jan. 26, 2022USD ($) | Mar. 31, 2022USD ($) |
Business Acquisition [Line Items] | ||
Business combination, payable at closing | $ 160,200 | |
Maximum contingent consideration to be distributed | 73,200 | |
Transaction related costs | 3,100 | |
Contingent consideration | $ 55,947 | $ 55,900 |
Weighted average useful lives | 6 years 6 months | |
Measurement Input, Expected Term | ||
Business Acquisition [Line Items] | ||
Contingent consideration, liability, measurement input | 3 | 3 |
Business Combinations - Estimat
Business Combinations - Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jan. 26, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 443,861 | $ 289,710 | |
FourQ Systems, Inc. | |||
Business Acquisition [Line Items] | |||
Purchase consideration | $ 214,214 | ||
Cash consideration | 160,224 | ||
Post-acquisition working capital adjustment | (635) | ||
Less: One-time expense related to accelerated vesting | (1,322) | ||
Contingent consideration | 55,947 | $ 55,900 | |
Cash and cash equivalents | 1,164 | ||
Accounts receivable, net | 1,853 | ||
Prepaid expenses and other current assets | 410 | ||
Other assets | 143 | ||
Property and equipment | 659 | ||
Intangible assets | 74,400 | ||
Goodwill | 154,151 | ||
Accounts payable | (1,537) | ||
Accrued liabilities | (2,585) | ||
Deferred revenue | (231) | ||
Deferred tax liabilities, net | (14,213) | ||
Total consideration | $ 214,214 |
Business Combinations - Acquire
Business Combinations - Acquired Intangible Assets (Details) - FourQ Systems, Inc. $ in Thousands | Jan. 26, 2022USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 74,400 |
Developed technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amortization Period | 7 years |
Fair Value | $ 64,900 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amortization Period | 3 years |
Fair Value | $ 9,500 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Summary of Carrying Value of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 173,657 | $ 99,257 |
Accumulated Amortization | (67,224) | (63,062) |
Net Carrying Amount | 106,433 | 36,195 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 15,977 | 15,977 |
Accumulated Amortization | (13,716) | (13,317) |
Net Carrying Amount | 2,261 | 2,660 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 129,258 | 64,358 |
Accumulated Amortization | (45,484) | (43,148) |
Net Carrying Amount | 83,774 | 21,210 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 26,089 | 16,589 |
Accumulated Amortization | (7,395) | (6,046) |
Net Carrying Amount | 18,694 | 10,543 |
Defensive patent | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,333 | 2,333 |
Accumulated Amortization | (629) | (551) |
Net Carrying Amount | $ 1,704 | $ 1,782 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill -Changes in Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Roll Forward] | |
Balance beginning | $ 289,710 |
Addition from acquisition | 154,151 |
Balance ending | $ 443,861 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Investments in Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 666,091 | $ 658,886 |
Gross Unrealized Gains | 532 | 346 |
Gross Unrealized Losses | (501) | (268) |
Fair Value | 666,122 | 658,964 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 164,845 | |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | (209) | |
Fair Value | 164,640 | |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 75,694 | 74,144 |
Gross Unrealized Gains | 528 | 346 |
Gross Unrealized Losses | (18) | (10) |
Fair Value | 76,204 | 74,480 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 425,552 | 584,742 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (274) | (258) |
Fair Value | $ 425,278 | $ 584,484 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2022USD ($)position | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Debt Securities, Available-for-sale [Line Items] | |||
Realized gains (losses) recognized | $ 0 | $ 0 | |
Securities in continuous loss position, less than 12 months, estimated fair value | 406,100,000 | $ 379,700,000 | |
Securities in continuous loss position, less than 12 Months, unrealized losses | $ 500,000 | $ 300,000 | |
Number of securities in continuous unrealized loss position, greater than 12 months | position | 0 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | |||
Deferred customer contract acquisition costs | $ 81,880 | $ 79,961 | |
Restricted cash | 247 | 252 | $ 261 |
Capitalized software implementation costs | 4,257 | 7,023 | |
Other assets | 3,704 | 617 | |
Other Assets, Total | $ 90,088 | $ 87,853 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued salaries and employee benefits | $ 23,242 | $ 32,156 |
Accrued income and other taxes payable | 8,288 | 9,770 |
Other accrued expenses and current liabilities | 6,871 | 9,004 |
Accrued Expenses and Other Current Liabilities, Total | $ 38,401 | $ 50,930 |
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 | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 892,978 | $ 1,091,074 |
Liabilities | ||
Contingent consideration | 74,863 | 20,732 |
Total liabilities | 74,863 | 20,732 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 110,937 | 432,110 |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 10,497 | |
Marketable securities | 164,641 | |
U.S. government agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 14,985 | |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 76,203 | 74,480 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 90,437 | |
Marketable securities | 425,278 | 584,484 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 286,075 | 432,110 |
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 | 110,937 | 432,110 |
Level 1 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 10,497 | |
Marketable securities | 164,641 | |
Level 1 | U.S. government agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Level 1 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Marketable securities | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 606,903 | 658,964 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 2 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Marketable securities | 0 | |
Level 2 | U.S. government agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 14,985 | |
Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 76,203 | 74,480 |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 90,437 | |
Marketable securities | 425,278 | 584,484 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Liabilities | ||
Contingent consideration | 74,863 | 20,732 |
Total liabilities | 74,863 | 20,732 |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 3 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Marketable securities | 0 | |
Level 3 | U.S. government agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Level 3 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Marketable securities | $ 0 | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Contingent Consideration Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Additions in the period | $ 55,947 | $ 0 |
Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning fair value | 20,732 | 23,490 |
Change in fair value | (1,816) | 7,702 |
Ending fair value | $ 74,863 | $ 31,192 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | Mar. 31, 2022USD ($) | Jan. 26, 2022USD ($) |
Rimilia | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 12,500 | |
Contingent consideration, liability, measurement input | 2 | |
FourQ Systems, Inc. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 55,900 | $ 55,947 |
FourQ Systems, Inc. | Measurement Input, Expected Term | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, liability, measurement input | 3 | 3 |
Convertible Senior Notes - Summ
Convertible Senior Notes - Summary of Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Convertible Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Principal | $ 250,000 | $ 250,000 |
Unamortized debt discount | 0 | (31,562) |
Unamortized debt issuance costs | (3,044) | (2,938) |
Net carrying amount | 246,956 | 215,500 |
Carrying amount of the equity component | 0 | 55,615 |
Convertible Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Principal | 1,150,000 | 1,150,000 |
Unamortized debt discount | 0 | (237,096) |
Unamortized debt issuance costs | (16,804) | (14,165) |
Net carrying amount | 1,133,196 | 898,739 |
Carrying amount of the equity component | $ 0 | $ 271,229 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
Interest expense related to amortization of debt discount and issuance costs | $ 1,357 | $ 7,651 |
Convertible Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Interest expense related to amortization of debt discount and issuance costs | 300 | 5,300 |
Coupon interest expense | $ 100 | $ 100 |
Remaining life of notes | 28 months | |
Convertible Senior Notes due 2024 | Level 2 | ||
Debt Instrument [Line Items] | ||
Estimated fair value of convertible senior notes | $ 307,500 | |
Convertible Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Interest expense related to amortization of debt discount and issuance costs | $ 1,000 | |
Remaining life of notes | 48 months | |
Convertible Senior Notes due 2026 | Level 2 | ||
Debt Instrument [Line Items] | ||
Estimated fair value of convertible senior notes | $ 975,300 |
Equity Awards - Summary of Stoc
Equity Awards - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 15,902 | $ 14,794 |
Cost of revenues | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 1,714 | 1,750 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 5,924 | 5,251 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 2,897 | 2,611 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 5,367 | $ 5,182 |
Equity Awards - Additional Info
Equity Awards - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-based compensation capitalized as an asset | $ 0.4 | $ 0.4 |
Equity Awards - Summary of St_2
Equity Awards - Summary of Stock Options Activity (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2022shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding, Beginning balance (in shares) | 2,739 |
Granted (in shares) | 0 |
Exercises (in shares) | (74) |
Forfeitures/canceled (in shares) | (8) |
Outstanding, Ending balance (in shares) | 2,657 |
Equity Awards - Summary of Rest
Equity Awards - Summary of Restricted Stock Units Activity (Details) - Restricted stock units shares in Thousands | 3 Months Ended |
Mar. 31, 2022shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Nonvested, Beginning Balance (in shares) | 1,503 |
Grants (in shares) | 114 |
Vested (in shares) | (292) |
Forfeited/canceled (in shares) | (54) |
Nonvested, Ending balance (in shares) | 1,271 |
Unearned Revenue and Performa_2
Unearned Revenue and Performance Obligations - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Unearned Revenue And Performance Obligations [Abstract] | ||
Deferred revenue recognized | $ 98.3 | $ 79.4 |
Contracted not recognized revenue | $ 661.3 |
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]: 2022-04-01 | Mar. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Contracted not recognized revenue, expects to recognize revenue over next 12 months | 56.00% |
Remaining performance obligation, expected timing of satisfaction, period | 12 months |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Jan. 26, 2022 | |
Income Tax Contingency [Line Items] | |||
Income tax benefit | $ 12,862 | $ 191 | |
Decrease in valuation allowance | $ 14,000 | ||
FourQ Systems, Inc. | |||
Income Tax Contingency [Line Items] | |||
Deferred tax liabilities acquired in the acquisition | $ 17,700 |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss attributable to BlackLine, Inc. | $ (10,011) | $ (38,964) |
Weighted average shares | ||
Weighted average shares (in shares) | 59,123 | 57,860 |
Add: Dilutive effect of securities (in shares) | 0 | 0 |
Shares used to calculate diluted net loss per share (in shares) | 59,123 | 57,860 |
Basic net loss per share attributable to BlackLine, Inc. (in usd per share) | $ (0.17) | $ (0.67) |
Diluted net loss per share attributable to BlackLine, Inc. (in usd per share) | $ (0.17) | $ (0.67) |
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 | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from net loss per share (in shares) | 3,928 | 5,128 |
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) | 2,657 | 3,021 |
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) | 1,271 | 2,107 |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 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) | 3,928 | 5,128 |
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 | |
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 | |
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 (Details
Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 120,236 | $ 98,856 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 85,682 | 72,041 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 34,554 | $ 26,815 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Apr. 04, 2022 | Mar. 31, 2022 |
Restricted stock units | ||
Subsequent Event [Line Items] | ||
Grants (in shares) | 114,000 | |
Subsequent Event | Stock options with performance conditions | Board of Directors, Compensation Committee | ||
Subsequent Event [Line Items] | ||
Grants (in shares) | 200,000 | |
Number of common stock entitled to receive upon vesting of award (in shares) | 1 | |
Vesting period | 3 years | |
Subsequent Event | Stock options with performance conditions | Board of Directors, Compensation Committee | Tranche One | ||
Subsequent Event [Line Items] | ||
Vesting percentage | 33.33% | |
Subsequent Event | Stock options with performance conditions | Board of Directors, Compensation Committee | Tranche Two | ||
Subsequent Event [Line Items] | ||
Vesting percentage | 33.33% | |
Subsequent Event | Stock options with performance conditions | Board of Directors, Compensation Committee | Tranche Three | ||
Subsequent Event [Line Items] | ||
Vesting percentage | 33.33% | |
Subsequent Event | Restricted stock units | Board of Directors, Compensation Committee | ||
Subsequent Event [Line Items] | ||
Grants (in shares) | 900,000 | |
Number of common stock entitled to receive upon vesting of award (in shares) | 1 | |
Vesting percentage | 25.00% |