0001666134-24-000003 | 10-K | XBRL Viewer

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Leases - Summary of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finance lease cost:
Amortization of assets	$ 1,020	$ 652	$ 46
Interest on lease liabilities	45	44	3
Operating lease cost	6,663	5,767	4,792
Short-term lease cost	378	388	336
Variable cost	1,237	1,190	741
Total lease cost	$ 9,343	$ 8,041	$ 5,918

Label	Element	Value
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2020-06 [Member]

- Definition

Indicates amendment to accounting standards.

+ References

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+ Details

Defined Contribution Plan - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Percentage of employer matching contribution	100.00%
Employer matching contribution, percent of employees' gross pay	3.00%
Percentage of employer matching contribution, second tier	50.00%
Employer matching contribution, percent of employees' gross pay, second tier	2.00%
Matching contributions to plan	$ 7.6	$ 7.4	$ 5.9

Redeemable Non-Controlling Interest - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	Nov. 30, 2021	Oct. 31, 2018	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Redeemable Noncontrolling Interest [Line Items]
Investment from redeemable non-controlling interest	$ 2,200		$ 0	$ 0	$ 2,171
BlackLine K.K. \| BlackLine K.K.
Redeemable Noncontrolling Interest [Line Items]
Cash consideration		$ 4,500
Business combination, outstanding common stock percentage		51.00%
Additional investment in subsidiary	$ 2,300

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Principles of consolidation and basis of presentation

The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the operating results of its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated on consolidation.

Use of estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.

On an ongoing basis, management evaluates its estimates, primarily those related to determining the stand-alone selling price for separate deliverables in the Company’s subscription revenue arrangements, allowance for doubtful accounts, cancellations and credits, fair value of assets and liabilities assumed in a business combination, recoverability of goodwill and long-lived assets, useful lives associated with long-lived assets and right-of-use assets, income taxes, contingencies, fair value of contingent consideration, fair value of the convertible senior notes (the “Notes”) issued in August 2019 and March 2021, redemption value of redeemable non-controlling interest, and the valuation and assumptions underlying stock-based compensation. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances. Actual results could differ from those estimates.

The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company at December 31, 2023 and through the date of this report. The accounting matters assessed included, but were not limited to, the Company’s valuation of contingent consideration, the allowance for credit losses, and the carrying value of goodwill and other long-lived assets. While there was not a material impact to the Company’s consolidated financial statements for the year

ended December 31, 2023, the Company’s future assessment of these accounting matters and other factors could result in material impacts to the Company’s consolidated financial statements in future reporting periods.

Segments

Management has determined that the Company has one operating segment. Together, our Chief Executive Officers are the chief operating decision maker and review the financial information on a consolidated and aggregate basis, together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance.

Concentration of credit risk and significant customers

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash and cash equivalents, investments in marketable securities and accounts receivable.

The Company maintains the majority of its cash balances with one major commercial bank in interest-bearing accounts, which exceeds the Federal Deposit Insurance Corporation, or FDIC, federally insured limits. The Company invests its excess cash in money market mutual funds, commercial paper, U.S. treasury securities, corporate bonds, and U.S. government agencies with two major investment banks. To date, the Company has not experienced any impairment losses on its investments.

For the years ended December 31, 2023, 2022, and 2021, no single customer comprised 10% or more of the Company’s total revenues. No single customer had an accounts receivable balance of 10% or greater of total accounts receivable at December 31, 2023 or 2022.

Cash and cash equivalents

The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash includes cash held in checking and savings accounts. Cash equivalents are comprised of investments in money market mutual funds, commercial paper, U.S. treasury securities, corporate bonds, and U.S. government agencies. The carrying value of cash and cash equivalents approximates fair value.

Restricted cash

Included in other assets and prepaid expenses and other current assets was $0.2 million and $0.2 million of restricted cash at December 31, 2023 and 2022, respectively. The cash was required to be restricted for use by the Company’s office leaseholder to collateralize a standby letter of credit.

Investments in marketable securities

The Company periodically assesses its portfolio of marketable securities for impairment. For debt securities in an unrealized loss position, this assessment first takes into account the Company’s intent to sell, or whether it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of these criteria are met, the debt security’s amortized cost basis is written down to fair value through other income (expense), net.

For debt securities in an unrealized loss position that do not meet the aforementioned criteria, the Company assesses whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss may exist, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses will be recorded through other income (expense), net, limited by the amount that the fair value is less than the amortized cost basis. Any additional impairment not recorded through an allowance for credit losses is recognized in accumulated other comprehensive loss in the consolidated statements of stockholders’ equity.

Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when the Company believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. The Company has not recorded any credit losses for the year ended December 31, 2023. The Company has not recorded any impairment charges for unrealized losses in the periods presented.

Accounts receivable and credit losses

Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. The Company makes estimates of expected credit losses and cancellations and

credits based upon its assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The estimated credit loss allowance is recorded as general and administrative expenses, while the estimated credit loss allowance for cancellations and credits is recorded as a reduction in revenue on the consolidated statements of operations.

Leases

The Company has leases for office space, equipment, and data centers. The Company determines whether an arrangement is a lease, or contains a lease, at inception if the Company is both able to identify an asset and can conclude it has the right to control the identified asset for a period of time. Leases are included in property and equipment, operating lease right-of-use (“ROU”) assets, finance lease liabilities, and operating lease liabilities on the Company’s consolidated balance sheets.

The Company has made accounting policy elections, including a short-term lease exception policy, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with expected terms of 12 months or less), and an accounting policy to account for lease and certain non-lease components as a single component for certain classes of assets. The portfolio approach, which allows a lessee to account for its leases at a portfolio level, was elected for certain equipment leases in which the difference in accounting for each asset separately would not have been materially different from accounting for the assets as a combined unit.

Finance lease assets and operating lease ROU assets represent the Company's right to control an underlying asset for the lease term. Finance lease liabilities and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease, both of which are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date or remeasurement date to determine the discount rate used to present value lease payments for finance and operating leases. The incremental borrowing rate used is estimated based on what the Company would be required to pay for a collateralized loan over a similar term. Additionally, the Company generally uses the portfolio approach when applying the discount rate selected based on the dollar amount and term of the obligation. The Company’s leases typically do not include any residual value guarantees, bargain purchase options, or asset retirement obligations.

The Company’s lease terms are only for periods in which it has enforceable rights. The Company generally uses the base, non-cancellable lease term when determining the lease assets and liabilities. A lease is no longer enforceable when both the lessee and the lessor each have the right to terminate the lease without permission from the other party with no more than an insignificant penalty. The Company’s lease terms are impacted by options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

The Company’s agreements may contain variable lease payments. The Company includes variable lease payments that depend on an index or a rate and excludes those which depend on facts or circumstances occurring after the commencement date, other than the passage of time. Additionally, for certain equipment leases, the Company applies a portfolio approach to effectively account for the lease assets and liabilities.

Judgment is required when determining whether any of the Company’s data center contracts contain a lease. The Company concluded a lease exists when the asset is specifically identifiable, substantially all the economic benefit of the asset is obtained, and the right to direct the use of the asset exists during the term of the lease.

Property and equipment

Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is generally three to five years for machinery and equipment and purchased software, and five years for furniture and fixtures. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or seven years. Expenditures for repairs and maintenance are expensed as incurred, while renewals and improvements are capitalized. Depreciation expense is charged to operations on a straight-line basis over the estimated useful lives of the assets.

Capitalized internal-use software costs

The Company capitalizes certain costs in the development of its SaaS subscription solution when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project, and (iii) it is probable that the project will be completed and performed as intended. These capitalized costs include personnel and related expenses for employees and costs of third-party contractors who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs ceases once

the project is substantially complete and the software is ready for its intended purpose. Costs incurred for significant upgrades and enhancements to the Company’s SaaS software solutions are also capitalized. Costs incurred for training, maintenance and minor modifications or enhancements are expensed as incurred. Capitalized software development costs are amortized using the straight-line method over an estimated useful life of three years.

During the years ended December 31, 2023, 2022, and 2021, the Company amortized $19.1 million, $13.6 million, and $9.0 million, respectively, of internal-use software development costs to subscription and support cost of revenues. At December 31, 2023 and 2022, the accumulated amortization of capitalized internal-use software development costs was $60.6 million and $41.6 million, respectively.

The Company capitalizes certain implementation costs incurred in a hosting arrangement that is a service contract. These capitalized costs exclude training costs, project management costs, and data migration costs. Capitalized software implementation costs are amortized using the straight-line method over the terms of the associated hosting arrangements.

Intangible assets

Intangible assets primarily consist of developed technology, customer relationships, and trade names, which were acquired as part of purchase business combinations, as well as a defensive patent that was acquired through a purchase agreement. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from one to 11 years.

Impairment of long-lived assets

Management evaluates the recoverability of the Company’s property and equipment, finite-lived intangible assets and capitalized internal-software costs when events or changes in circumstances indicate a potential impairment exists. Events and changes in circumstances considered by the Company in determining whether the carrying value of long-lived assets may not be recoverable include, but are not limited to, significant changes in performance relative to expected operating results, significant changes in the use of the assets, significant negative industry or economic trends, and changes in the Company’s business strategy. Impairment testing is performed at an asset level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (an “asset group”). In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of the asset group. If the undiscounted cash flows for the asset group are less than its net book value, an impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. For the years ended December 31, 2023, 2022, and 2021, we recognized charges for the impairment of cloud computing implementation costs of zero, $5.3 million, and zero, respectively.

Business combinations

The results of businesses acquired in business combinations are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill.

Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations.

The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of the identifiable assets acquired, and liabilities assumed, and the contingent consideration liability requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. Goodwill is tested for impairment at least annually at the reporting unit level or whenever events or changes in circumstances indicate that goodwill might be impaired. Events or changes in circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, unanticipated competition, loss of key personnel, significant changes in the use of the acquired assets or the Company’s strategy, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations.

An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if an entity concludes otherwise, then it is required to perform an impairment test.

The first step involves comparing the estimated fair value of a reporting unit with its book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the fair value of the reporting unit is less than book value, then an impairment charge is recorded for the difference between the reporting unit’s fair value and carrying amount, not to exceed the carrying amount of the goodwill.

The Company has one reporting unit, and it tests its goodwill for impairment annually, during the fourth quarter of the calendar year. At December 31, 2023 and 2022, the Company used the quantitative approach to perform its annual goodwill impairment test. The fair value of the Company's reporting unit significantly exceeded the carrying value of its net assets and, accordingly, goodwill was not impaired.

Redeemable non-controlling interest

The Company's Japanese subsidiary (“BlackLine K.K.”) is not wholly owned. The agreements with the minority investors of BlackLine K.K. contain redemption features whereby the interest held by the minority investors are redeemable either (i) at the option of the minority investors or (ii) at the option of the Company, both beginning on the seventh anniversary of the initial capital contribution. If the interest of the minority investors were to be redeemed under these agreements, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenue of BlackLine K.K. and the Company. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest's share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in capital. These interests are presented on the consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.”

Convertible senior notes

The Company accounts for the issued Notes as a liability at face value less unamortized debt issuance costs. The debt issuance costs are being amortized to expense over the respective term of the Notes. To the extent that the Company receives conversion requests prior to the maturity of the Notes, upon settlement of the conversion requests, the difference between the fair value and the amortized book value of the Notes requested for conversion is recorded as a gain or loss on early conversion. The fair value of the Notes are measured based on a similar liability that does not have an associated convertible feature based on the remaining term of the Notes, which requires significant judgment.

Restructuring costs

The Company records a charge for restructuring when management commits to a restructuring plan, the restructuring plan identifies all significant actions, the period of time to complete the restructuring plan indicates that significant changes to the restructuring plan are not likely, and employees who are impacted have been notified of the pending involuntary termination.

Fair value of financial instruments

ASC 820, Fair Value Measurement, requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

Level 1: Quoted prices in active markets for identical or similar assets and liabilities.

Level 2: Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

At December 31, 2023 and 2022, the carrying values of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of such instruments.

Contingent consideration related to acquisitions is recorded at fair value as a liability on the acquisition date and is remeasured at each reporting date, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions management believes would be made by a market participant. Management assesses these estimates on an ongoing basis as additional data impacting the assumptions becomes available. Changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within general and administrative expenses in the consolidated statements of operations.

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.

Certain assets, including goodwill and long-lived assets, are also subject to measurement at fair value on a non-recurring basis if they are deemed to be impaired as a result of an impairment review. For the years ended December 31, 2023, 2022, and 2021, we recognized charges for the impairment of cloud computing implementation costs of zero, $5.3 million, and zero, respectively.

Revenue recognition

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of subscription and support services and professional services, which are generally capable of being distinct and accounted for as separate performance obligations. The Company’s agreements do not contain any refund provisions other than in the event of the Company’s non-performance or breach.

The Company determines revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer;

•Identification of performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to performance obligations in the contract; and

•Recognition of revenue when, or as, performance obligations are satisfied.

The Company recognizes revenue net of any applicable value added or sales tax.

Subscription and support revenue – Customers pay subscription and support fees for access to the Company’s SaaS platform. Our subscription contracts have initial terms of one year to three years with renewal options. Fees are based on a number of factors, including the solutions subscribed for by the customer and the number of users having access to the solutions. Subscription services, which includes support, is recognized on a straight-line basis over the non-cancellable contractual term of the arrangement, generally beginning on the date that the Company’s service is made available to the customer.

Subscription and support revenue also includes software and related maintenance and support fees on perpetual licenses. Revenues from perpetual licenses are recognized immediately at the time the Company provides the customer with a right to use the software as it exists when made available to the customer. Customers may have purchased perpetual licenses or term-based licenses, which provide customers with the same functionality and differ mainly in the duration over which the customer benefits from the software.

Professional services revenue – Professional services consist of implementation and consulting services to assist the Company’s customers as they deploy our solutions. These services are considered distinct performance obligations. Professional services do not result in significant customization of the subscription service. The Company applies the practical expedient to recognize professional services revenue when it has the right to invoice based on time and materials incurred. The Company applies the optional exemption and has excluded the variable consideration from the disclosure of remaining performance obligations.

Contracts with Multiple Performance Obligations – The Company’s contracts with customers often contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together, as well as the determination of SSP for each distinct performance obligation, may require significant judgment. The Company typically has more than one SSP for its SaaS solutions and professional services. Additionally, management has determined that there are no third-party offerings reasonably comparable to the Company’s solutions. Therefore, the Company determines the SSPs of subscriptions to the SaaS solutions and professional services based on numerous factors including the Company’s overall pricing objectives, geography, customer size, number of users, and discounting practices. The Company uses historical maintenance renewal fees to estimate SSP for maintenance and support fees bundled with software licenses. The Company uses the residual method to estimate SSP of software licenses, because license pricing is highly variable and not sold separately from maintenance and support.

Contract balances – Timing of revenue recognition may differ from the timing of invoicing to customers. The Company records an unbilled receivable when revenue is recognized prior to invoicing, and deferred revenue when revenue is recognized subsequent to invoicing. The Company generally invoices customers annually at the beginning of each annual contract period.

Deferred revenue is comprised mainly of billings in advance of revenue being recognized related to the Company’s subscription and support services and professional services arrangements.

Changes in deferred revenue for the years ended December 31, 2023, 2022, and 2021 were primarily due to additional billings in the periods, partially offset by revenue recognized of $274.3 million, $239.9 million, and $189.6 million, respectively, that was previously included in the deferred revenue balance at December 31, 2022, 2021, and 2020, respectively.

The transaction price is generally determined by the stated fixed fees in the contract, excluding any related sales taxes. Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized (“contracted not recognized”), which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted not recognized revenue was $842.7 million at December 31, 2023, of which the Company expects to recognize approximately 57.3% over the next 12 months and the remainder thereafter.

Fees are generally due and payable within 30 days. None of the Company’s contracts include a significant financing component.

Assets recognized from the costs to obtain a contract with a customer – The Company recognizes an asset for the incremental and recoverable costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be one year or longer. The Company has determined that certain sales incentive programs to the Company’s employees (“deferred customer contract acquisition costs”) and its partners (“partner referral fees”) meet the requirements to be capitalized. Deferred customer acquisition costs related to new revenue contracts and upsells are deferred and then amortized on a straight-line basis over the expected period of benefit, which the Company has determined to be five years, based upon both the product turnover rate and estimated customer life. The Company enters into partnership arrangements where partner referral fees are paid either on the initial contract or on both the initial contract and renewal of the contract. The Company assesses whether the renewal fee is commensurate with the initial fee. When the renewal fee is commensurate with the initial fee, the Company amortizes the deferred costs over the initial year of the contract. Otherwise, the initial fee is amortized over five years. Deferred customer acquisition costs and partner referral fees are included within other assets on the consolidated balance sheets. There were no impairment losses in relation to the costs capitalized for the periods presented.

Amortization expense related to the asset recognized from the costs to obtain a contract with a customer is included in sales and marketing expenses in the consolidated statements of operations and was $34.1 million, $29.7 million, and $22.4 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Cost of revenues

Cost of revenues primarily consists of costs related to hosting the Company’s cloud-based application suite, salaries and benefits of operations and support personnel, including stock-based compensation, professional fees, and amortization of capitalized internal-use software costs. The Company allocates a portion of overhead, such as rent, information technology costs and depreciation and amortization to cost of revenues. Costs associated with providing professional services are expensed as incurred when the services are performed. In addition, subscription and support cost of revenues includes amortization of acquired developed technology.

Sales and marketing

Sales and marketing expenses consist primarily of compensation and employee benefits, including stock-based compensation, of sales and marketing personnel and related sales support teams, sales and partner commissions, marketing events, advertising costs, computer software-related costs, travel, trade shows, other marketing materials, and allocated overhead. Sales and marketing expenses also include amortization of customer relationship intangible assets, transaction-related costs, and impairment of cloud computing implementation costs. Advertising costs are expensed as incurred and totaled $11.8 million, $9.5 million, and $9.0 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Research and development

Research and development expenses are comprised primarily of salaries, benefits and stock-based compensation associated with the Company’s engineering, product and quality assurance personnel. Research and development expenses also include third-party contractors and supplies, computer software-related costs, transaction-related costs, and allocated overhead. Other than software development costs that qualify for capitalization, as discussed above, research and development costs are expensed as incurred.

General and administrative

General and administrative expenses consist primarily of personnel costs associated with the Company’s executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional fees, other corporate-related expenses and allocated overhead. General and administrative expenses also include amortization of covenant not-to-compete and trade name intangible assets, the change in value of the contingent consideration, transaction-related costs, and impairment of cloud computing implementation costs.

Stock-based compensation

The Company accounts for stock-based compensation awards granted to employees and directors based on the awards’ estimated grant date fair value. The Company estimates the fair value of its stock options using the Black-Scholes option-pricing model. For awards that vest solely based on continued service (“service-only vesting conditions”), the resulting fair value is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for the award, usually the vesting period, which is generally four years. The Company recognizes the fair value of restricted stock units with performance and service conditions and restricted stock units with performance, market, and service conditions based upon the probability of the performance conditions being met, using the graded vesting method. The Company accounts for forfeitures when they occur rather than estimate a forfeiture rate.

Determining the grant date fair value of options using the Black-Scholes option-pricing model requires management to make assumptions and judgments. These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded. The assumptions and estimates are as follows:

Value per share of the Company’s common stock. For awards granted subsequent to the Company’s initial public offering, the fair value of common stock is based on the closing price of the Company’s common stock, as reported on the Nasdaq, on the date of grant.

Expected volatility. The Company determines the expected volatility based on a weighted average of the historical volatility of its common stock and, as applicable, the historical average volatilities of similar publicly-traded companies, corresponding to the expected term of the awards.

Expected term. The Company determines the expected term of awards which contain service-only vesting conditions using the simplified approach, in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award, as the Company does not have sufficient historical data relating to stock option exercises. The expected term for the Company’s ESPP represents the amount of time remaining in the 12-month offering period.

Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect during the period the options were granted corresponding to the expected term of the awards.

Estimated dividend yield. The estimated dividend yield is zero, as the Company does not currently intend to declare dividends in the foreseeable future.

The following information represents the weighted average of the assumptions used in the Black-Scholes option-pricing model for stock options granted:

Year Ended December 31,

2023

2022

2021

Expected term (years)

N/A

6.0

Expected volatility

N/A

47.0%

Risk free interest rate

N/A

1.0%

Expected dividend yield

N/A

—

Income taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statements of operations in the period that includes the enactment date. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties accrued with respect to uncertain tax positions, if any, in the provision for income taxes in the consolidated statements of operations.

Net income (loss) per share

Basic net income per share is calculated by dividing net income attributable to BlackLine, Inc. by the weighted average number of shares of common stock outstanding.

For periods where the Company reports net income, the Company will calculate diluted net income per share attributable to BlackLine, Inc. by adjusting the denominator for potentially dilutive common shares, which are based on the weighted average number of shares of common stock underlying stock options and unvested stock awards using the treasury stock method, as well as for the potential impact of our Notes using the treasury stock method or the if-converted method, as applicable. Under the if-converted method, the numerator is adjusted by adding back interest expense, net of any tax impact.

For periods where the Company reports net losses, the Company will calculate diluted net loss per share attributable to BlackLine, Inc. by excluding from the denominator potentially dilutive common shares, which are based on the weighted average number of shares of common stock underlying stock options and unvested stock awards, as well as the potential impact of our Notes, as they are antidilutive. For these periods, basic net loss per share attributable to BlackLine, Inc. is equivalent to diluted net loss per share attributable to BlackLine, Inc.

Foreign currency

The Company’s functional currency for its foreign subsidiaries is the U.S. Dollar (“USD”), with the exception of its BlackLine K.K. subsidiary, for which the Japanese Yen is the functional currency. The foreign exchange impacts of remeasuring the local currency of the foreign subsidiaries to the functional currency is recorded in general and administrative expenses in the Company’s consolidated statements of operations. Monetary assets and liabilities of foreign operations are remeasured at balance sheet date exchange rates, non-monetary assets and liabilities and equity are remeasured at the historical exchange rates, while results of operations are remeasured at average exchange rates in effect for the period. Foreign currency transaction gains totaled $0.6 million for the year ended December 31, 2023 and foreign currency transaction losses totaled $1.9 million and $1.0 million for the years ended December 31, 2022 and 2021, respectively. The financial statements of BlackLine K.K. are translated to USD using balance sheet date exchange rates for monetary assets and liabilities, historical rates of exchange for non-monetary assets and liabilities and equity, and average exchange rates in the period for revenues and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity in the consolidated balance sheets.

Recently-adopted accounting pronouncements

There were no recently adopted accounting pronouncements during the year ended December 31, 2023.

Recently-issued accounting pronouncements not yet adopted

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. This standard expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. For public business entities, it is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that the updated standard will have on our disclosures within our consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. For public business entities, it is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that the updated standard will have on our disclosures within our consolidated financial statements.

The Company (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jun. 15, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets	$ 19,173		$ 14,708
Operating lease liability	$ 19,846
Woodland Hills Office Lease
Lessee, Lease, Description [Line Items]
Operating lease extension term		5 years
Operating lease right-of-use assets		$ 7,300
Operating lease liability		$ 7,300

Subsequent Events - Additional Information (Details) - shares				12 Months Ended
	Feb. 14, 2024	Mar. 07, 2023	Apr. 04, 2022	Dec. 31, 2023
Subsequent Event [Line Items]
Stock-based compensation award vesting period				4 years
Restricted stock units - performance and service based
Subsequent Event [Line Items]
Stock-based compensation award vesting period		3 years	3 years
Subsequent Event \| Restricted Stock Units
Subsequent Event [Line Items]
Approved award grants (in shares)	100,000
Number of common stock entitled to receive upon vesting of award (in shares)	1
Subsequent Event \| Restricted Stock Units \| Vesting period one
Subsequent Event [Line Items]
Vesting percentage	25.00%
Subsequent Event \| Restricted Stock Units \| Vesting period two
Subsequent Event [Line Items]
Vesting percentage	12.50%
Subsequent Event \| Restricted stock units - performance and service based
Subsequent Event [Line Items]
Approved award grants (in shares)	100,000
Performance measurement, relative TSR percentage	50.00%
Stock-based compensation award vesting period	3 years
Performance measurement, annualized recurring revenue percentage	50.00%

Income taxes - Summary of Changes in Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Asset Valuation Allowance [Roll Forward]
Valuation allowance, at beginning of year	$ 99,476	$ 32,279	$ 37,691
Increase (decrease) in valuation allowance recorded through earnings	(7,063)	2,880	42,240
Increase (decrease) in valuation allowance recorded through equity	(334)	64,317	(47,652)
Valuation allowance, at end of year	$ 92,079	$ 99,476	$ 32,279

Summary of Significant Accounting Policies - Schedule of Weighted Average Assumptions (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2021
Accounting Policies [Abstract]
Expected term (years)		6 years
Expected volatility		47.00%
Risk free interest rate		1.00%
Expected dividend yield	0.00%	0.00%

Equity Awards - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 77,970	$ 75,884	$ 65,870
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	10,342	8,595	8,410
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	24,152	26,310	22,756
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	13,095	14,382	11,110
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 30,381	$ 26,597	$ 23,594

Net Income (Loss) per Share - Additional Information (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 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	2,985	5,029	4,242
Convertible Notes \| 0.125% 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		3,400
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			6,900
Convertible Notes \| Certain Corporate Events Occur Prior to Maturity Date Or Company Issues Notice of Redemption \| 0.125% 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	4,700
Convertible Notes \| Certain Corporate Events Occur Prior to Maturity Date Or Company Issues Notice of Redemption \| 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	9,900

Property and Equipment - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 59,248	$ 56,408
Less: accumulated depreciation and amortization	(44,381)	(36,597)
Property and equipment, net	14,867	19,811
Computers and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	22,396	22,324
Purchased software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	14,007	12,519
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,197	4,051
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	16,198	14,943
Data center equipment - finance lease
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,231	1,231
Building - finance lease
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,219	1,219
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 0	$ 121

Net Income (Loss) per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Income (Loss) per Share

The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share amounts):


	Year Ended December 31,
	2023		2022		2021
Basic net income (loss) per share
Numerator:
Net income (loss) attributable to BlackLine, Inc.	$	52,833	$	(29,391)	$	(115,161)
Denominator:
Weighted average shares	60,849		59,539		58,351
Basic net income (loss) per share attributable to BlackLine, Inc.	$	0.87	$	(0.49)	$	(1.97)

Diluted net income (loss) per share
Numerator:
Net income (loss) attributable to BlackLine, Inc.	$	52,833	$	(29,391)	$	(115,161)
Interest expense	5,848		—		—
Tax effect of interest expense	(132)		—		—
Net income (loss) attributable to BlackLine, Inc. for diluted calculation	$	58,549	$	(29,391)	$	(115,161)
Denominator:
Weighted average shares	60,849		59,539		58,351
Dilutive effect of securities	872		—		—
Dilutive effect of convertible senior notes	10,324		—		—
Shares used to calculate diluted net income (loss) per share	72,045		59,539		58,351
Diluted net income (loss) per share attributable to BlackLine, Inc.	$	0.81	$	(0.49)	$	(1.97)

Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying stock options, unvested stock awards, and Notes using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net income per share attributable to BlackLine, Inc. when their effect is dilutive. As of January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective method. The standard requires the Company to apply the if-converted method in relation to the Notes, which requires the Company to assume that the Notes were converted using only share settlement at the beginning of the period, resulting in additional shares outstanding of 3.4 million and 6.9 million for the 2024 Notes and the 2026 Notes, respectively. Using this method, the numerator is adjusted by adding back interest expense, net of any tax impact, and the denominator is affected by including the effect of potential share settlement, if the effect is dilutive. Prior to the adoption of ASU 2020-06, the Notes were accounted for using the treasury stock method for the purposes of net income per share.

The weighted average impact of potentially dilutive securities that were excluded from the diluted per share calculations because they were anti-dilutive were as follows (in thousands):


	Year Ended December 31,
	2023	2022	2021
Stock options - service-only vesting conditions	1,062	2,431	2,739

Restricted stock units - service-only vesting conditions	1,834	2,202	1,503
Restricted stock units - performance and service conditions	16	207	—
Restricted stock units - performance, market, and service conditions	73	189	—
Total shares excluded from net income (loss) per share	2,985	5,029	4,242

Additionally, approximately 3.4 million and 6.9 million weighted average shares underlying the conversion option in the 2024 Notes and the 2026 Notes, respectively, are excluded from the calculation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2022 and December 31, 2021, respectively, as the effect would be anti-dilutive. The shares are subject to adjustment, up to approximately 4.7 million shares and 9.9 million shares for the 2024 Notes and the 2026 Notes, respectively, if certain corporate events occur prior to the maturity dates or if the Company issues a notice of redemption.

Intangible Assets and Goodwill - Changes in Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Balance beginning	$ 443,861	$ 289,710
Additions from acquisitions	5,104	154,151
Balance ending	$ 448,965	$ 443,861

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Fair Value Measurements - Narrative (Details)	12 Months Ended
Fair Value Measurements - Narrative (Details)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Nov. 15, 2023 USD ($)	Jan. 26, 2022 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value of contingent consideration	$ (33,549,000)	$ (35,130,000)	$ (2,758,000)
Contingent consideration, current	0	8,000,000
FourQ Systems, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Maximum contingent consideration to be distributed	73,200,000				$ 73,200,000
Change in fair value of contingent consideration	33,500,000	$ 22,400,000
Contingent consideration, current	0
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
BlackLine Systems, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Maximum contingent consideration to be distributed	8,000,000			$ 8,000,000
Contingent consideration, current	$ 0			$ 0

Net Income (Loss) per Share - Schedule of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net income (loss) attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest	$ 52,833	$ (29,391)	$ (115,161)
Denominator:
Weighted average shares (in shares)	60,849,000	59,539,000	58,351,000
Basic net income (loss) per share attributable to BlackLine, Inc. (in usd per share)	$ 0.87	$ (0.49)	$ (1.97)
Numerator:
Net income (loss) attributable to BlackLine, Inc.	$ 52,833	$ (29,391)	$ (115,161)
Interest expense	5,848	0	0
Tax effect of interest expense	(132)	0	0
Net income (loss) per share attributable to BlackLine, Inc. (in usd per share)	$ 58,549	$ (29,391)	$ (115,161)
Denominator:
Weighted average shares (in shares)	60,849,000	59,539,000	58,351,000
Dilutive effect of securities (in shares)	872,000	0	0
Dilutive effect of convertible senior notes (in shares)	10,324,000	0	0
Shares used to calculate diluted net income (loss) per share (in shares)	72,045,000	59,539,000	58,351,000
Diluted net income (loss) per share attributable to BlackLine, Inc. (in usd per share)	$ 0.81	$ (0.49)	$ (1.97)

Business Combinations - Narrative (Details) $ in Thousands			12 Months Ended
Business Combinations - Narrative (Details) $ in Thousands	Sep. 12, 2023 USD ($)	Jan. 26, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Data Interconnect
Business Acquisition [Line Items]
Cash consideration	$ 11,394
Transaction related costs			$ 1,200
Weighted average useful lives	4 years 9 months 18 days
Estimated fair value of intangible assets acquired	$ 8,800
Purchase price consideration	11,403
Data Interconnect \| Developed technology
Business Acquisition [Line Items]
Estimated fair value of intangible assets acquired	8,110
Data Interconnect \| Customer relationships
Business Acquisition [Line Items]
Estimated fair value of intangible assets acquired	$ 690
FourQ Systems, Inc.
Business Acquisition [Line Items]
Cash consideration		$ 160,224
Transaction related costs				$ 3,400
Weighted average useful lives		6 years 6 months
Estimated fair value of intangible assets acquired		$ 74,400
Maximum contingent consideration to be distributed		73,200	$ 73,200
Fair value of contingent consideration		55,947
Purchase price consideration		214,214
FourQ Systems, Inc. \| Developed technology
Business Acquisition [Line Items]
Estimated fair value of intangible assets acquired		64,900
FourQ Systems, Inc. \| Customer relationships
Business Acquisition [Line Items]
Estimated fair value of intangible assets acquired		$ 9,500
FourQ Systems, Inc. \| Measurement Input, Expected Term
Business Acquisition [Line Items]
Contingent consideration, liability, measurement input		3

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Los Angeles, CA
Auditor Firm ID	238

Balance Sheet Components - Additional Information (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) position	Dec. 31, 2022 USD ($) position
Regulated Operations [Abstract]
Contractual maturity (less than)	2 years
Net gains on maturities of marketable securities reclassified from accumulated other comprehensive loss to earnings	$ 33,900,000	$ 8,900,000
Securities in continuous loss position, less than 12 Months, estimated fair value	286,600,000	521,800,000
Securities in continuous loss position, less than 12 Months, unrealized losses	$ (200,000)	$ (1,400,000)
Number of securities in continuous unrealized loss position, greater than 12 months \| position	0	0
Allowance for credit loss	$ 0	$ 0

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net consisted of the following (in thousands):


	December 31,
	2023		2022
Computers and equipment	$	22,396	$	22,324
Purchased software	14,007		12,519
Furniture and fixtures	4,197		4,051
Leasehold improvements	16,198		14,943
Data center equipment - finance lease	1,231		1,231
Building - finance lease	1,219		1,219
Construction in progress	—		121
Property and equipment, gross	59,248		56,408
Less: accumulated depreciation and amortization	(44,381)		(36,597)
Property and equipment, net	$	14,867	$	19,811

Equity Awards - Summary of Restricted Stock Units Activity (Details) - $ / shares shares in Thousands				12 Months Ended
	Mar. 07, 2023	Dec. 30, 2022	Apr. 04, 2022	Dec. 31, 2023
Restricted stock units, service-based
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Nonvested, Beginning balance (in shares)				2,202
Granted (in shares)				1,451
Vested (in shares)				(916)
Forfeited/canceled (in shares)				(529)
Nonvested, Ending balance (in shares)				2,208
Weighted-Average Grant Date Fair Value
Nonvested at Beginning balance (usd per share)				$ 74.42
Granted (usd per share)				64.35
Vested (usd per share)				72.92
Forfeited/canceled (usd per share)				72.77
Nonvested at Ending balance (usd per share)				$ 68.82
Restricted stock units - performance and service conditions
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Nonvested, Beginning balance (in shares)				69
Granted (in shares)	300	200	200	166
Performance adjustment (in shares)				(28)
Vested (in shares)				(41)
Forfeited/canceled (in shares)				(53)
Nonvested, Ending balance (in shares)				113
Weighted-Average Grant Date Fair Value
Nonvested at Beginning balance (usd per share)				$ 75.58
Granted (usd per share)				67.17
Performance adjustment (in usd per share)				75.58
Vested (usd per share)				75.66
Forfeited/canceled (usd per share)				67.23
Nonvested at Ending balance (usd per share)				$ 67.17
Restricted Stock Units, Performance and Service Based , No Grant Date
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Nonvested, Beginning balance (in shares)				138
Granted (in shares)				156
Vested (in shares)				0
Forfeited/canceled (in shares)				(59)
Nonvested, Ending balance (in shares)				235
Restricted Stock Units, Performance, Market and Service Based
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Nonvested, Beginning balance (in shares)				189
Granted (in shares)				0
Vested (in shares)				0
Forfeited/canceled (in shares)				(189)
Nonvested, Ending balance (in shares)				0
Weighted-Average Grant Date Fair Value
Nonvested at Beginning balance (usd per share)				$ 75.90
Forfeited/canceled (usd per share)				$ 75.90

Business Combinations - Acquired Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 12, 2023	Jan. 26, 2022
FourQ Systems, Inc.
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value		$ 74,400
FourQ Systems, Inc. \| Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization Period		7 years
Fair Value		$ 64,900
FourQ Systems, Inc. \| Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization Period		3 years
Fair Value		$ 9,500
Data Interconnect
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 8,800
Data Interconnect \| Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization Period	5 years
Fair Value	$ 8,110
Data Interconnect \| Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization Period	3 years
Fair Value	$ 690

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2023

Business Combinations [Abstract]

Schedule of Estimated Fair Values of 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 $11.4 million were as follows (in thousands):


Cash consideration	$	11,394
Post-acquisition working capital adjustment	9
Total cash purchase consideration	$	11,403

Cash and cash equivalents	$	27
Accounts receivable, net	916
Prepaid expenses and other current assets	893
Property and equipment, net	49
Intangible assets, net	8,800
Goodwill	5,104
Operating lease right-of-use assets	402
Other assets	58
Accounts payable	(665)
Accrued expenses and other current liabilities	(1,570)
Deferred revenue, current	(98)
Operating lease liabilities	(402)
Deferred tax liabilities, net	(2,111)
Total consideration	$	11,403

The following table presents the final allocation of the purchase price (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 Period

The acquired intangible asset categories, fair value, and amortization periods, were as follows:


	Amortization Period	Fair Value
	(in years)	(in thousands)
Developed technology	5	$	8,110
Customer relationships	3	690
		$	8,800

The acquired intangible asset categories, fair value, and amortization periods, were as follows:


	Amortization Period	Fair Value
	(in years)	(in thousands)
Developed technology	7	$	64,900
Customer relationships	3	9,500
		$	74,400

Summary of Significant Accounting Policies - Additional Information (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) segment bank customer reportingUnit	Dec. 31, 2022 USD ($) customer	Dec. 31, 2021 USD ($) customer	Jan. 26, 2022
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Number of operating segments \| segment	1
Allowance for credit loss	$ 0
Capitalized computer software, amortization	19,100,000	$ 13,600,000	$ 9,000,000
Capitalized computer software, accumulated amortization	60,600,000	41,600,000
Impairment of cloud computing implementation costs	$ 0	5,330,000	0
Number of reporting units \| reportingUnit	1
Deferred revenue recognized	$ 274,300,000	239,900,000	189,600,000
Contracted not recognized revenue	$ 842,700,000
Contract asset, deferred customer acquisition costs, recognition period	5 years
Contract asset, renewal fees amortization, period	5 years
Advertising cost expense	$ 11,800,000	9,500,000	$ 9,000,000
Stock-based compensation award vesting period	4 years
Estimated dividend yield	0.00%		0.00%
Foreign currency transaction losses	$ 600,000	(1,900,000)	$ (1,000,000)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Contracted not recognized revenue, expects to recognize revenue over next 12 months, percentage	57.30%
Remaining performance obligation, expected timing of satisfaction, period	12 months
FourQ Systems, Inc. \| Measurement Input, Expected Term
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Contingent consideration, liability, measurement input				3
Prepaid Expenses and Other Current Assets
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Restricted cash	$ 200,000	200,000
Sales and Marketing Expenses
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Amortization expense	$ 34,100,000	$ 29,700,000	$ 22,400,000
Computer Software Development Costs
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Capitalized software, estimated useful life	3 years
Furniture and Fixtures
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Property and equipment, useful life	5 years
Leasehold Improvements
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Property and equipment, useful life	7 years
Revenues
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Number of single customers comprising 10% or more \| customer	0	0	0
Accounts Receivable
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Number of single customers comprising 10% or more \| customer	0	0
Cash and Cash Equivalents
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Bank where interest-bearing accounts exceed FDIC insured limits \| bank	1
Investments
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Banks where company's investments are held \| bank	2
Minimum
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Capitalized software, estimated useful life	1 year
Subscription contract, period	1 year
Minimum \| Machinery and Equipment
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Property and equipment, useful life	3 years
Minimum \| Purchased Software
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Property and equipment, useful life	3 years
Maximum
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Capitalized software, estimated useful life	11 years
Subscription contract, period	3 years
Maximum \| Machinery and Equipment
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Property and equipment, useful life	5 years
Maximum \| Purchased Software
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Property and equipment, useful life	5 years

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (PARENTHETICAL) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net change in unrealized gain (losses) on marketable securities, tax	$ 123	$ 0	$ 0

Net Income (Loss) per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Loss per Share

The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share amounts):


	Year Ended December 31,
	2023		2022		2021
Basic net income (loss) per share
Numerator:
Net income (loss) attributable to BlackLine, Inc.	$	52,833	$	(29,391)	$	(115,161)
Denominator:
Weighted average shares	60,849		59,539		58,351
Basic net income (loss) per share attributable to BlackLine, Inc.	$	0.87	$	(0.49)	$	(1.97)

Diluted net income (loss) per share
Numerator:
Net income (loss) attributable to BlackLine, Inc.	$	52,833	$	(29,391)	$	(115,161)
Interest expense	5,848		—		—
Tax effect of interest expense	(132)		—		—
Net income (loss) attributable to BlackLine, Inc. for diluted calculation	$	58,549	$	(29,391)	$	(115,161)
Denominator:
Weighted average shares	60,849		59,539		58,351
Dilutive effect of securities	872		—		—
Dilutive effect of convertible senior notes	10,324		—		—
Shares used to calculate diluted net income (loss) per share	72,045		59,539		58,351
Diluted net income (loss) per share attributable to BlackLine, Inc.	$	0.81	$	(0.49)	$	(1.97)

Schedule of Potentially Dilutive Shares Excluded From Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders

The weighted average impact of potentially dilutive securities that were excluded from the diluted per share calculations because they were anti-dilutive were as follows (in thousands):


	Year Ended December 31,
	2023	2022	2021
Stock options - service-only vesting conditions	1,062	2,431	2,739

Restricted stock units - service-only vesting conditions	1,834	2,202	1,503
Restricted stock units - performance and service conditions	16	207	—
Restricted stock units - performance, market, and service conditions	73	189	—
Total shares excluded from net income (loss) per share	2,985	5,029	4,242

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
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 December 31, 2023 and 2022, 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.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	0.125% Convertible Senior Notes Due 2024	Convertible Senior Notes due 2026	Cumulative Effect, Period of Adoption, Adjustment	Cumulative Effect, Period of Adoption, Adjusted Balance	Common Stock	Common Stock Cumulative Effect, Period of Adoption, Adjusted Balance	Additional Paid-in Capital	Additional Paid-in Capital 0.125% Convertible Senior Notes Due 2024	Additional Paid-in Capital Convertible Senior Notes due 2026	Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment	Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjusted Balance	Accumulated Other Comprehensive Income (Loss)	Accumulated Other Comprehensive Income (Loss) Cumulative Effect, Period of Adoption, Adjusted Balance	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Deficit Cumulative 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)						415
Stock option exercises	11,421					$ 5		11,416
Vesting of restricted stock units (in shares)						780
Vesting of restricted stock units	7					$ 7
Issuance of common stock through employee stock purchase plan (in shares)						107
Issuance of common stock through employee stock purchase plan	9,020					$ 1		9,019
Acquisition of common stock for tax withholding obligations	(17,007)							(17,007)
Stock-based compensation	67,595							67,595
Other comprehensive income (loss)	(78)												(78)
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			$ 268,803							$ 268,803
Purchase of capped calls	(102,350)							(102,350)
Net income (loss) attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest	(115,161)							(15,077)							(100,084)
Ending Balance (in shares) at Dec. 31, 2021						58,984	58,984
Ending Balance at Dec. 31, 2021	325,036			$ (262,130)	$ 62,906	$ 590	$ 590	625,883			$ (324,418)	$ 301,465	298	$ 298	(301,735)	$ 62,288	$ (239,447)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock option exercises (in shares)						246
Stock option exercises	4,681					$ 2		4,679
Vesting of restricted stock units (in shares)						634
Vesting of restricted stock units	6					$ 6
Issuance of common stock through employee stock purchase plan (in shares)						153
Issuance of common stock through employee stock purchase plan	6,996					$ 2		6,994
Acquisition of common stock for tax withholding obligations	(9,544)							(9,544)
Stock-based compensation	77,984							77,984
Other comprehensive income (loss)	(1,770)												(1,770)
Net income (loss) attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest	(29,391)							4,131							(33,522)
Ending Balance (in shares) at Dec. 31, 2022						60,017
Ending Balance at Dec. 31, 2022	111,868					$ 600		385,709					(1,472)		(272,969)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock option exercises (in shares)						583
Stock option exercises	19,756					$ 7		19,749
Vesting of restricted stock units (in shares)						738
Vesting of restricted stock units	6					$ 6
Issuance of common stock through employee stock purchase plan (in shares)						177
Issuance of common stock through employee stock purchase plan	8,010					$ 2		8,008
Acquisition of common stock for tax withholding obligations	(15,029)							(15,029)
Stock-based compensation	81,760							81,760
Other comprehensive income (loss)	1,677												1,677
Net income (loss) attributable to BlackLine, Inc., including adjustment to redeemable non-controlling interest	52,833							(5,334)							58,167
Ending Balance (in shares) at Dec. 31, 2023						61,515
Ending Balance at Dec. 31, 2023	$ 260,881					$ 615		$ 474,863					$ 205		$ (214,802)

CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Amortized cost	$ 932,850	$ 875,456
Allowances for doubtful accounts	$ 5,064	$ 2,282
Common stock, par value (in usd per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	61,515,105	60,016,824
Common stock, shares outstanding (in shares)	61,515,105	60,016,824

Equity Awards - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding Beginning balance (in shares)	2,431
Exercised (in shares)	(590)
Forfeited/canceled (in shares)	(148)
Outstanding Ending balance (in shares)	1,693	2,431
Exercisable at End of period (in shares)	1,607
Weighted- Average Exercise Price
Outstanding at Beginning of period (usd per share)	$ 44.98
Exercised (usd per share)	33.82
Forfeited/canceled (usd per share)	81.37
Outstanding at End of period (usd per share)	45.67	$ 44.98
Exercisable at End of period (usd per share)	$ 43.79
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract]
Weighted Average Remaining Contractual Term (Years)	4 years 7 months 6 days	5 years 6 months
Aggregate Intrinsic Value, Outstanding at Beginning of period	$ 64,903
Aggregate Intrinsic Value, Outstanding at End of period	$ 37,077	$ 64,903

Geographic Information

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Geographic Information

The following table sets forth the Company’s long-lived assets, which consist of property and equipment, net, and operating lease ROU assets by geographic region (in thousands):


	Year Ended December 31,
	2023		2022
United States	$	21,831	$	22,416
International	12,209		12,103
	$	34,040	$	34,519

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net income (loss) attributable to BlackLine, Inc.	$ 52,833,000	$ (29,391,000)	$ (115,161,000)
Net income (loss) and adjustment attributable to redeemable non-controlling interest (Note 4)	6,226,000	(4,500,000)	14,167,000
Net income (loss)	59,059,000	(33,891,000)	(100,994,000)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	50,099,000	42,816,000	27,128,000
Change in fair value of contingent consideration	(33,549,000)	(35,130,000)	(2,758,000)
Amortization of debt issuance costs	5,535,000	5,511,000	55,538,000
Loss on extinguishment of convertible senior notes	0	0	7,012,000
Stock-based compensation	77,970,000	75,884,000	65,870,000
Noncash lease expense	6,453,000	5,593,000	4,513,000
(Accretion) amortization of purchase discounts on marketable securities, net	(33,884,000)	(8,874,000)	6,000
Net foreign currency (gains) losses	853,000	(1,470,000)	112,000
Deferred income taxes	(1,525,000)	(14,404,000)	(817,000)
Provision for (benefit from) credit losses	(18,000)	115,000	(100,000)
Impairment of cloud computing implementation costs	0	5,330,000	0
Changes in operating assets and liabilities, net of impact of acquisition:
Accounts receivable	(20,855,000)	(23,033,000)	(14,255,000)
Prepaid expenses and other current assets	(6,599,000)	1,059,000	(3,956,000)
Other assets	(595,000)	(10,112,000)	(22,505,000)
Accounts payable	(5,104,000)	4,376,000	3,997,000
Accrued expenses and other current liabilities	(924,000)	5,893,000	14,876,000
Deferred revenue	41,271,000	36,646,000	51,579,000
Contingent consideration paid in excess of original estimates	(2,393,000)	0	0
Operating lease liabilities	(7,171,000)	(6,949,000)	(5,153,000)
Lease incentive receipts	240,000	812,000	0
Other long-term liabilities	(2,250,000)	5,841,000	0
Net cash provided by operating activities	126,613,000	56,013,000	80,093,000
Cash flows from investing activities
Purchases of marketable securities	(1,343,331,000)	(1,599,945,000)	(1,180,885,000)
Proceeds from maturities of marketable securities	1,319,821,000	1,392,250,000	697,209,000
Capitalized software development costs	(21,644,000)	(19,208,000)	(14,536,000)
Purchases of property and equipment	(5,953,000)	(10,974,000)	(8,729,000)
Acquisition, net of cash acquired	(11,376,000)	(157,738,000)	0
Net cash used in investing activities	(62,483,000)	(395,615,000)	(506,941,000)
Cash flows from financing activities
Investment from redeemable non-controlling interest	0	0	2,171,000
Proceeds from issuance of convertible senior notes, net of issuance costs	0	0	1,128,794,000
Partial repurchase of convertible senior notes	0	0	(432,230,000)
Purchase of capped calls related to convertible senior notes	0	0	(102,350,000)
Principal payments under finance lease obligations	(990,000)	(619,000)	(37,000)
Proceeds from exercises of stock options	19,762,000	4,687,000	11,428,000
Proceeds from employee stock purchase plan	8,010,000	6,996,000	9,020,000
Acquisition of common stock for tax withholding obligations	(15,029,000)	(9,544,000)	(17,007,000)
Financed purchases of property and equipment	0	(84,000)	(549,000)
Payment of contingent consideration for the 2013 Acquisition	(5,607,000)	0	0
Net cash provided by financing activities	6,146,000	1,436,000	599,240,000
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash	(120,000)	(618,000)	(314,000)
Net increase (decrease) in cash, cash equivalents, and restricted cash	70,156,000	(338,784,000)	172,078,000
Cash, cash equivalents, and restricted cash, beginning of period	201,207,000	539,991,000	367,913,000
Cash, cash equivalents, and restricted cash, end of period	271,363,000	201,207,000	539,991,000
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents at end of period	271,117,000	200,968,000	539,739,000
Restricted cash included within other assets at end of period	246,000	239,000	252,000
Total cash, cash equivalents, and restricted cash at end of period shown in the consolidated statements of cash flows	271,363,000	201,207,000	539,991,000
Supplemental disclosures of cash flow information
Cash paid for interest	313,000	313,000	506,000
Cash paid for income taxes	3,097,000	1,123,000	890,000
Non-cash financing and investing activities
Adjustment for adoption of ASU 2020-06	0	262,130,000	0
Estimated fair value of contingent consideration	0	55,947,000	0
Stock-based compensation capitalized for software development	3,481,000	2,379,000	1,849,000
Capitalized software development costs included in accounts payable and accrued expenses and other current liabilities at end of period	1,510,000	1,816,000	1,276,000
Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities at end of period	60,000	847,000	816,000
Leased assets obtained in exchange for new financing lease liabilities	0	1,223,000	1,231,000
Leased assets obtained in exchange for new operating lease liabilities	10,438,000	3,866,000	12,066,000
Leasehold improvements paid directly by landlord	$ 271,000	$ 0	$ 0

Balance Sheet Components - Summary of Amortized Cost and Fair Values of Marketable Securities, by Remaining Contractual Maturity (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Amortized Cost
Maturing within 1 year	$ 906,556
Maturing between 1 and 2 years	26,294
Total	932,850
Fair Value
Maturing within 1 year	907,107
Maturing between 1 and 2 years	26,248
Total	$ 933,355

Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets and Goodwill

The carrying value of intangible assets was as follows (in thousands):


	December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trade name	$	15,977	$	(15,977)	$	—
Developed technology	137,368		(66,900)		70,468
Customer relationships	26,779		(19,342)		7,437
Defensive patent	2,333		(1,182)		1,151
	$	182,457	$	(103,401)	$	79,056


	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trade name	$	15,977	$	(14,913)	$	1,064
Developed technology	129,258		(54,462)		74,796
Customer relationships	26,089		(12,552)		13,537
Defensive patent	2,333		(866)		1,467
	$	173,657	$	(82,793)	$	90,864

Amortization expense is included in the following functional statements of operations expense categories. Amortization expense was as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Cost of revenues	$	12,438	$	11,315	$	2,685
Sales and marketing	6,791		6,505		5,883
General and administrative	1,379		1,911		1,911
	$	20,608	$	19,731	$	10,479

The following table presents the Company’s estimate of remaining amortization expense for each of the five succeeding fiscal years and thereafter for finite-lived intangible assets at December 31, 2023 (in thousands):


2024	$	19,872
2025	14,011
2026	13,597
2027	13,075
2028	12,412
Thereafter	6,089
	$	79,056

The following table represents the changes in goodwill (in thousands):


Balance at December 31, 2021	$	289,710
Additions from acquisitions	154,151
Balance at December 31, 2022	443,861
Additions from acquisitions	5,104
Balance at December 31, 2023	$	448,965

Contingent Consideration (Details) - USD ($)	Jan. 26, 2022	Dec. 31, 2023	Nov. 15, 2023	Dec. 31, 2022
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration, current		$ 0		$ 8,000,000
FourQ Systems, Inc.
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration liability payment period	3 years
Maximum contingent consideration to be distributed	$ 73,200,000	73,200,000
Contingent consideration, current		0
BlackLine Systems, Inc.
Business Acquisition, Contingent Consideration [Line Items]
Maximum contingent consideration to be distributed		8,000,000	$ 8,000,000
Contingent consideration, current		$ 0	$ 0

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On February 14, 2024, the Compensation Committee approved restricted stock unit grants to employees totaling 0.1 million shares. Each restricted stock unit entitles the recipient to receive one share of common stock upon vesting of the award. The restricted stock units are service-based and the vast majority will vest as to one-fourth of the total number of units awarded on the first anniversary of February 20, 2024 and quarterly thereafter for 12 consecutive quarters. On February 14, 2024, the Compensation Committee approved grants of performance and service-based restricted stock units totaling less than 0.1 million target shares. The awards are tied 50% to relative total shareholder return measured over a three-year performance period and 50% to annualized recurring revenue over three annual performance periods with vesting occurring in February of the year following the end of each performance period. Grant dates will be established upon approval of the performance metrics for the respective performance periods, and the grant-date fair value per share will be equal to the closing price on the grant date for each tranche.

Convertible Senior Notes - Additional Information (Details) $ / shares in Units, shares in Thousands, $ in Thousands	1 Months Ended		12 Months Ended
	Mar. 31, 2021 USD ($) reportingUnit day $ / shares shares	Aug. 31, 2019 USD ($) day $ / shares shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jan. 01, 2022 USD ($)	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Proceeds from issuance of convertible senior notes, net of issuance costs			$ 0	$ 0	$ 1,128,794
Loss on extinguishment of debt			0	0	(7,012)
Adjustment to equity for adoption of ASU 2020-06			260,881	111,868	325,036		$ 422,070
Interest expense related to amortization of debt discount and issuance costs			5,535	5,511	55,538
Additional Paid-in Capital
Debt Instrument [Line Items]
Adjustment to equity for adoption of ASU 2020-06			474,863	385,709	625,883		622,768
Accumulated Deficit
Debt Instrument [Line Items]
Adjustment to equity for adoption of ASU 2020-06			$ (214,802)	$ (272,969)	(301,735)		$ (201,651)
Cumulative Effect, Period of Adoption, Adjustment
Debt Instrument [Line Items]
Adjustment to equity for adoption of ASU 2020-06					(262,130)
Cumulative Effect, Period of Adoption, Adjustment \| Additional Paid-in Capital
Debt Instrument [Line Items]
Adjustment to equity for adoption of ASU 2020-06					(324,418)
Cumulative Effect, Period of Adoption, Adjustment \| Accumulated Deficit
Debt Instrument [Line Items]
Adjustment to equity for adoption of ASU 2020-06					62,288
0.125% Convertible Senior Notes Due 2024
Debt Instrument [Line Items]
Convertible senior notes interest rate		0.125%
Proceeds from issuance of convertible senior notes, net of issuance costs		$ 500,000
Option to purchase principal amount		$ 65,000
Conversion price (in usd per share) \| $ / shares	$ 73.40
Debt repurchase amount percentage prior to maturity		100.00%
Aggregate principal repurchased	$ 250,000
Debt, implied interest rate	4.94%
Equity component of partial repurchase of 2024 convertible senior notes	$ 219,300				219,284
Loss on extinguishment of debt	$ 7,000
0.125% Convertible Senior Notes Due 2024 \| Additional Paid-in Capital
Debt Instrument [Line Items]
Equity component of partial repurchase of 2024 convertible senior notes					$ 219,284
0.125% Convertible Senior Notes Due 2024 \| Cumulative Effect, Period of Adoption, Adjustment
Debt Instrument [Line Items]
Adjustment to equity for adoption of ASU 2020-06						$ (31,100)
0.125% Convertible Senior Notes Due 2024 \| Cumulative Effect, Period of Adoption, Adjustment \| Additional Paid-in Capital
Debt Instrument [Line Items]
Adjustment to equity for adoption of ASU 2020-06						(55,600)
0.125% Convertible Senior Notes Due 2024 \| Cumulative Effect, Period of Adoption, Adjustment \| Accumulated Deficit
Debt Instrument [Line Items]
Adjustment to equity for adoption of ASU 2020-06						24,500
0.125% Convertible Senior Notes Due 2024 \| Minimum
Debt Instrument [Line Items]
Percentage of principal amount of notes declared as accrued based on certain customary events of default		25.00%
0.125% Convertible Senior Notes Due 2024 \| Condition One
Debt Instrument [Line Items]
Convertible senior notes, trading days \| day		20
Convertible senior notes, consecutive trading days \| day		30
0.125% Convertible Senior Notes Due 2024 \| Condition One \| Maximum
Debt Instrument [Line Items]
Percentage of conversion price for notes on each applicable trading day		130.00%
0.125% Convertible Senior Notes Due 2024 \| Condition Two \| Maximum
Debt Instrument [Line Items]
Convertible senior notes, consecutive trading days \| day		5
Business day \| day		5
0.125% Convertible Senior Notes Due 2024 \| Condition Two \| Minimum
Debt Instrument [Line Items]
Percentage of conversion price for notes on each applicable trading day	98.00%
0.125% Convertible Senior Notes Due 2024 \| Senior Notes
Debt Instrument [Line Items]
Initial conversion rate		0.0136244
Effective interest rate, percentage			0.65%	0.65%
Estimated fair value of convertible senior notes			$ 255,900
Interest expense related to amortization of debt discount and issuance costs			1,300	$ 1,300
Coupon interest expense			$ 300	$ 300
Capped calls, common stock, expected to offset potential economic dilution of stock up to initial cap price (in shares) \| shares		3,400
Cap calls, strike price (in usd per share) \| $ / shares		$ 73.40
Cap price per share (in usd per share) \| $ / shares		$ 106.76
Capped calls cost		$ 46,200
Convertible Senior Notes due 2026
Debt Instrument [Line Items]
Proceeds used to repurchase aggregate principal of notes	$ 432,200
Convertible Senior Notes due 2026 \| Senior Notes
Debt Instrument [Line Items]
Convertible senior notes interest rate	0.00%
Proceeds from issuance of convertible senior notes, net of issuance costs	$ 1,150,000
Option to purchase principal amount	$ 150,000
Initial conversion rate	0.0060156
Conversion price (in usd per share) \| $ / shares	$ 166.23
Debt repurchase amount percentage prior to maturity	100.00%
Effective interest rate, percentage			0.37%	0.37%
Interest expense related to amortization of debt discount and issuance costs			$ 4,200	$ 4,200
Debt discount	$ 276,300
Debt transaction costs	21,200
Transaction costs allocated to liability component of notes	16,100
Transaction costs allocated to equity component of notes	5,100
Deferred tax liability, net	$ 2,400
Capped calls, common stock, expected to offset potential economic dilution of stock up to initial cap price (in shares) \| shares	6,900
Cap calls, strike price (in usd per share) \| $ / shares	$ 166.23
Cap price per share (in usd per share) \| $ / shares	$ 233.31
Capped calls cost	$ 102,400
Convertible Senior Notes due 2026 \| Senior Notes \| Cumulative Effect, Period of Adoption, Adjustment
Debt Instrument [Line Items]
Adjustment to equity for adoption of ASU 2020-06						(233,400)
Convertible Senior Notes due 2026 \| Senior Notes \| Cumulative Effect, Period of Adoption, Adjustment \| Additional Paid-in Capital
Debt Instrument [Line Items]
Adjustment to equity for adoption of ASU 2020-06						(271,200)
Convertible Senior Notes due 2026 \| Senior Notes \| Cumulative Effect, Period of Adoption, Adjustment \| Accumulated Deficit
Debt Instrument [Line Items]
Adjustment to equity for adoption of ASU 2020-06						$ 37,800
Convertible Senior Notes due 2026 \| Senior Notes \| Measurement Input, Credit Spread
Debt Instrument [Line Items]
Estimated interest rate	0.0565
Convertible Senior Notes due 2026 \| Senior Notes \| 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 \| Senior Notes \| Condition One
Debt Instrument [Line Items]
Convertible senior notes, trading days \| reportingUnit	20
Convertible senior notes, consecutive trading days \| reportingUnit	30
Convertible Senior Notes due 2026 \| Senior Notes \| Condition One \| Maximum
Debt Instrument [Line Items]
Percentage of conversion price for notes on each applicable trading day	130.00%
Convertible Senior Notes due 2026 \| Senior Notes \| Condition Two \| Maximum
Debt Instrument [Line Items]
Convertible senior notes, consecutive trading days \| day	5
Business day \| day	5
Convertible Senior Notes due 2026 \| Senior Notes \| Condition Two \| Minimum
Debt Instrument [Line Items]
Percentage of conversion price for notes on each applicable trading day	98.00%
Convertible Senior Notes due 2026 \| Senior Notes \| Level 2
Debt Instrument [Line Items]
Estimated fair value of convertible senior notes			$ 1,000,000

Redeemable Non-Controlling Interest (Tables)

12 Months Ended

Dec. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Summary of Activity in Redeemable Non-Controlling Interest

ctivity in the redeemable non-controlling interest was as follows (in thousands):


	December 31,
	2023		2022		2021
Balance at beginning of period	$	23,895	$	28,699	$	12,524
Investment by redeemable non-controlling interest	—		—		2,171
Net income (loss) attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest)	892		(369)		(910)
Foreign currency translation	(58)		(304)		(163)
Adjustment to redeemable non-controlling interest	5,334		(4,131)		15,077
Balance at end of period	$	30,063	$	23,895	$	28,699

Restructuring Costs - Schedule of Restructuring Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Accrual balance as of December 31, 2022	$ 1,737
Restructuring costs	10,964	$ 3,841	$ 0
Cash payments and adjustments	(11,132)
Accrual balance as of December 31, 2023	1,569	1,737
2023 Restructuring Program
Restructuring Cost and Reserve [Line Items]
Accrual balance as of December 31, 2022	0
Restructuring costs	9,815
Cash payments and adjustments	(8,253)
Accrual balance as of December 31, 2023	1,562	0
2022 Restructuring Program
Restructuring Cost and Reserve [Line Items]
Accrual balance as of December 31, 2022	1,737
Restructuring costs	1,149
Cash payments and adjustments	(2,879)	(2,100)
Accrual balance as of December 31, 2023	$ 7	$ 1,737

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment, net consisted of the following (in thousands):


	December 31,
	2023		2022
Computers and equipment	$	22,396	$	22,324
Purchased software	14,007		12,519
Furniture and fixtures	4,197		4,051
Leasehold improvements	16,198		14,943
Data center equipment - finance lease	1,231		1,231
Building - finance lease	1,219		1,219
Construction in progress	—		121
Property and equipment, gross	59,248		56,408
Less: accumulated depreciation and amortization	(44,381)		(36,597)
Property and equipment, net	$	14,867	$	19,811

Depreciation and amortization expense related to property and equipment was $10.4 million, $9.5 million, and $7.6 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Defined Contribution Plan	12 Months Ended
Defined Contribution Plan	Dec. 31, 2023
Retirement Benefits [Abstract]
Defined Contribution Plan	Defined Contribution Plan The Company sponsors a defined contribution retirement plan (the “Plan”) that covers substantially all domestic employees. The Company makes matching contributions of 100% of each $1 of the employee’s contribution up to the first 3% of the employee’s semi-monthly compensation and 50% of each $1 of the employee’s contribution up to the next 2% of the employee’s semi-monthly compensation. Matching contributions to the Plan recorded in the Company’s consolidated statements of operations totaled $7.6 million, $7.4 million, and $5.9 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Income Taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
United States	$ 62,745	$ (41,534)	$ (96,836)
International	(2,236)	(5,877)	(4,023)
Income (loss) before income taxes	$ 60,509	$ (47,411)	$ (100,859)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	$ 1,140,566	$ 1,035,405
Liabilities
Contingent consideration	0	41,549
Total liabilities	0	41,549
Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	148,298	101,919
Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	38,926	59,405
Marketable securities	241,429	278,406
U.S. government agencies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	19,987
Marketable securities	167,952	113,471
U.S. treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	523,974	417,903
Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		64,301
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	672,272	519,822
Liabilities
Contingent consideration	0	8,000
Total liabilities	0	8,000
Level 1 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	148,298	101,919
Level 1 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Marketable securities	0	0
Level 1 \| U.S. government agencies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0
Marketable securities	0	0
Level 1 \| U.S. treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	523,974	417,903
Level 1 \| Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	468,294	515,583
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 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	38,926	59,405
Marketable securities	241,429	278,406
Level 2 \| U.S. government agencies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	19,987
Marketable securities	167,952	113,471
Level 2 \| U.S. treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Level 2 \| Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		64,301
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	0	0
Liabilities
Contingent consideration	0	33,549
Total liabilities	0	33,549
Level 3 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Level 3 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Marketable securities	0	0
Level 3 \| U.S. government agencies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0
Marketable securities	0	0
Level 3 \| U.S. treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 0	0
Level 3 \| Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		$ 0

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

The components of loss before income taxes were as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
United States	$	62,745	$	(41,534)	$	(96,836)
International	(2,236)		(5,877)		(4,023)
	$	60,509	$	(47,411)	$	(100,859)

The components of the total provision for (benefit from) income taxes were as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Current
Federal	$	272	$	—	$	—
State	859		316		63
Foreign	1,844		564		889
Total current tax expense	2,975		880		952
Deferred
Federal	202		(12,709)		—
State	100		(1,503)		—
Foreign	(1,827)		(188)		(817)
Total deferred tax provision	(1,525)		(14,400)		(817)
Total provision for (benefit from) income taxes	$	1,450	$	(13,520)	$	135

A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2023, 2022, and 2021 was as follows:


	Year Ended December 31,
	2023		2022		2021
Federal statutory income tax rate	21.0	%	21.0	%	21.0	%
State tax, net of federal benefit	2.7	%	(1.2)	%	(0.1)	%
Federal tax credits	(9.8)	%	10.0	%	6.1	%
Change in valuation allowance	(13.8)	%	(1.8)	%	(34.0)	%
Foreign tax differential	2.0	%	(2.3)	%	(1.2)	%
Windfall tax benefits, net related to stock-based compensation	4.1	%	1.1	%	16.5	%

Nondeductible officer compensation	6.8	%	(11.1)	%	(7.5)	%
Nondeductible transaction costs	0.3	%	(1.5)	%	—	%
Contingent consideration	(11.6)	%	15.7	%	—	%
Nondeductible meals and entertainment	0.7	%	(1.1)	%	(0.5)	%
Other	—	%	(0.3)	%	(0.4)	%
	2.4	%	28.5	%	(0.1)	%

Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands):


	December 31,
	2023		2022
Deferred tax assets
Net operating loss carryforwards	$	55,779	$	77,711
Research and other credits	39,248		32,094
Capitalized R&D	28,455		11,919
Stock-based compensation	7,811		8,699
Operating and finance leases	3,343		2,082
Business interest carryforward	—		3,113
Accrued expenses and other current liabilities	5,445		6,443
Other	779		1,737
Total deferred tax assets	140,860		143,798
Less: valuation allowance	(92,079)		(99,476)
Deferred tax assets, net of valuation allowance	48,781		44,322
Deferred tax liabilities

Intangible assets	(18,698)		(21,295)
Prepaid expenses	(24,861)		(24,406)

Operating lease right-of-use and finance lease assets	(2,973)		(1,564)
Accretion on investment	(8,253)		(2,154)
Other	(245)		(443)
Total deferred tax liabilities	(55,030)		(49,862)
Net deferred taxes	$	(6,249)	$	(5,540)

ASC 740, Income Taxes, requires that the tax benefit of net operating losses, temporary differences, and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. Realization of future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. For financial reporting purposes, the Company has incurred losses for two of the past three years. Based on available objective evidence, including the Company’s cumulative history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided a valuation allowance against certain deferred tax assets. The net deferred tax liability position at December 31, 2023 was related to the Company’s domestic and foreign tax jurisdictions.

The changes in the valuation allowance were as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Valuation allowance, at beginning of year	$	99,476	$	32,279	$	37,691
Increase (decrease) in valuation allowance recorded through earnings	(7,063)		2,880		42,240
Increase (decrease) in valuation allowance recorded through equity	(334)		64,317		(47,652)
Valuation allowance, at end of year	$	92,079	$	99,476	$	32,279

The decrease in valuation allowance recorded through equity of $0.3 million during the year ended December 31, 2023 is related to unrealized gains reported in other comprehensive income. The increase in valuation allowance recorded through equity of $64.3 million during the year ended December 31, 2022 resulted from the adoption of ASU 2020-06, which required the reversal of deferred tax liabilities associated with the Company’s 2024 and 2026 Notes. The decrease in valuation allowance recorded through equity of $47.7 million during the year ended December 31, 2021 was related to the issuance of the 2026 Notes.

The decrease in valuation allowance recorded through earnings of $7.1 million for the year ended December 31, 2023 resulted primarily from the utilization of federal and state net operating loss carryforwards due to domestic profitability, along with the valuation allowance decrease associated with net deferred tax liabilities from the DI Acquisition, which are a source of taxable income to support the recognition of existing UK deferred tax assets. The valuation allowance release resulted in a UK deferred tax benefit of $1.7 million for the year ended December 31, 2023.

The increase in valuation allowance recorded through earnings of $2.9 million for the year ended December 31, 2022 resulted primarily from the effects of the capitalization and amortization of research and development expenses as required by the 2017 Tax Cuts and Job Act, partially offset by the valuation allowance decrease associated with net deferred tax liabilities acquired from FourQ which are a source of taxable income to support the recognition of existing BlackLine deferred tax assets. The Company elected to consider the recoverability of the acquired deferred tax assets before existing BlackLine deferred tax assets. The valuation allowance release associated with the acquired FourQ net deferred tax liabilities resulted in an U.S. deferred tax benefit of $14.2 million for the year ended December 31, 2022. The increase in valuation allowance recorded through earnings of $42.2 million for the year ended December 31, 2021 resulted primarily from U.S. federal and state losses incurred during the period.

The Company did not provide for U.S. income taxes on the undistributed earnings and other outside temporary differences of foreign subsidiaries as they are considered indefinitely reinvested outside the U.S. At December 31, 2023 and 2022, the amount of temporary differences related to undistributed earnings and other outside temporary differences upon which U.S. income taxes have not been provided is immaterial to these consolidated financial statements.

At December 31, 2023, the Company had consolidated federal and state net operating loss carryforwards available to offset future taxable income of approximately $177.2 million and $127.9 million, respectively. The federal losses do not expire, and the state losses will begin to expire between 2024 and 2041, depending on the jurisdiction. The Company has federal research and development credits and foreign tax credits of $22.3 million and $3.2 million, respectively, which begin to expire in 2035 and 2024, respectively. The Company has state research and development credits and enterprise zone credits of $13.0 million and $0.4 million, respectively, which are indefinite in expiration and begin to expire in 2024, respectively. Pursuant to Internal Revenue Code Section 382, use of the Company’s net operating loss carryforwards may be limited if the Company experiences a cumulative change in ownership of more than 50% over a three-year period.

The following is a rollforward of the Company’s total gross unrecognized tax benefits (in thousands):


	Year Ended December 31,
	2023		2022		2021
Beginning gross unrecognized tax benefits	$	5,513	$	4,266	$	2,523
Increases related to prior year tax positions	274		162		400
Increases related to current year tax positions	1,317		1,085		1,343
Ending gross unrecognized tax benefits	$	7,104	$	5,513	$	4,266

At December 31, 2023 and December 31, 2022, included in the balance of unrecognized tax benefits is $0.1 million, that if recognized, would affect the effective tax rate. The Company recorded less than $0.1 million interest and penalties in its provision for income taxes for the years ended December 31, 2023 and December 31, 2022, respectively, and less than $0.1 million was accrued in interest and penalties at December 31, 2023 and December 31, 2022, respectively. No interest or penalties were recorded in its provision for the year ended December 31, 2021.

The Company files U.S. federal, various state, and foreign income tax returns. In the normal course of business, the Company is subject to examination by taxing authorities. The tax years from 2013 forward remain subject to examination for federal purposes. Generally, state and foreign tax authorities may examine the Company’s tax returns for four years and five years, respectively, from the date an income tax return is filed. However, the taxing authorities may continue to examine the Company’s federal and state net operating loss carryforwards until the statute of limitations closes on the tax years in which the federal and state net operating losses are utilized.

The Company does not anticipate material changes in the total amount or composition of its unrecognized tax benefits within 12 months of the reporting date

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Finance Leases
2024	$ 787
2025	4
2026	0
2027	0
2028	0
Thereafter	0
Total lease payments	791
Less imputed interest	(9)
Total lease obligations	782
Operating Leases
2024	4,676
2025	5,825
2026	5,010
2027	3,639
2028	2,836
Thereafter	1,073
Total lease payments	23,059
Less imputed interest	(3,213)
Total lease obligations	$ 19,846

Balance Sheet Components

12 Months Ended

Dec. 31, 2023

Regulated Operations [Abstract]

Balance Sheet Components

Investments in Marketable Securities

Investments in marketable securities presented within current assets on the consolidated balance sheets consisted of the following (in thousands):


	December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Marketable securities
U.S. treasury securities	$	523,344	$	737	$	(107)	$	523,974

Commercial paper	241,428		1		—		241,429
U.S. government agencies	168,078		2		(128)		167,952
	$	932,850	$	740	$	(235)	$	933,355


	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Marketable securities
U.S. treasury securities	$	418,941	$	9	$	(1,047)	$	417,903
Corporate bonds	64,597		3		(296)		64,304
Commercial paper	278,406		—		—		278,406
U.S. government agencies	113,512		40		(82)		113,470
	$	875,456	$	52	$	(1,425)	$	874,083

The Company’s marketable securities as of December 31, 2023, have a contractual maturity of less than two years. All of our available-for-sale securities are available for use in our current operations and are categorized as current assets even though the stated maturity of some individual securities may be one year or more beyond the balance sheet date.

The fair values of available-for-sale securities, by remaining contractual maturity, were as follows (in thousands):


	December 31, 2023
	Amortized Cost		Fair Value
Maturing within 1 year	$	906,556	$	907,107
Maturing between 1 and 2 years	26,294		26,248
	$	932,850	$	933,355

Refer to “Note 8 - Fair Value Measurements” for additional information.

Net gains and losses related to maturities of marketable securities that were reclassified from accumulated other comprehensive loss to earnings and included in interest income in the accompanying consolidated statements of operations, were $33.9 million for the year ended December 31, 2023, $8.9 million for the year ended December 31, 2022, and immaterial for the year ended December 31, 2021.

Net gains and losses are determined using the specific identification method. During the years ended December 31, 2023, 2022, and 2021, there were no realized gains or losses related to sales of marketable securities recognized in the Company's accompanying consolidated statements of operations.

Marketable securities in a continuous loss position for less than 12 months had an estimated fair value of $286.6 million and $521.8 million, and unrealized losses of $0.2 million and $1.4 million at December 31, 2023 and 2022, respectively. There were no marketable securities in a continuous loss position for greater than 12 months at December 31, 2023 and 2022, respectively.

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 December 31, 2023 or 2022.

Other Assets

Deferred customer contract acquisition costs are included in other assets in the accompanying consolidated balance sheets and totaled $89.9 million and $89.1 million at December 31, 2023 and 2022, respectively.

Long-lived assets used in operations are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the undiscounted cash flows estimated to be generated by the asset are less than the asset’s carrying value. During the years ended

December 31, 2023 and 2022, charges for the impairment of cloud computing implementation costs were zero and $5.3 million, respectively. The impairment charges were determined based on actual costs incurred.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities were comprised of the following (in thousands):


	December 31,
	2023		2022
Accrued salaries and employee benefits	$	33,344	$	39,043
Accrued income and other taxes payable	9,408		9,415
Accrued restructuring costs	1,569		1,737
Other accrued expenses and current liabilities	15,369		8,405
	$	59,690	$	58,600

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Examination [Line Items]
Increase (decrease) in valuation allowance recorded through equity	$ (334,000)	$ 64,317,000	$ (47,652,000)
Increase (decrease) in valuation allowance recorded through earnings	(7,063,000)	2,880,000	42,240,000
Deferred income tax benefit	1,525,000	14,400,000	817,000
Unrecognized tax benefits that would impact the effective tax rate	100,000	100,000
Penalties and interest (less than)	100,000	100,000	0
Unrecognized tax benefits, income tax penalties and interest accrued (less than)	100,000	100,000
Foreign
Income Tax Examination [Line Items]
Deferred income tax benefit	1,700,000
Tax credits	3,200,000
Federal and State
Income Tax Examination [Line Items]
Deferred income tax benefit		$ 14,200,000
Federal
Income Tax Examination [Line Items]
Net operating loss carryforwards	177,200,000
Federal \| Research and Development
Income Tax Examination [Line Items]
Tax credits	22,300,000
State
Income Tax Examination [Line Items]
Net operating loss carryforwards	127,900,000
State \| Research and Development
Income Tax Examination [Line Items]
Tax credits	13,000,000
State \| Enterprise Zone
Income Tax Examination [Line Items]
Tax credits	$ 400,000
Convertible Senior Notes due 2026
Income Tax Examination [Line Items]
Increase (decrease) in valuation allowance recorded through equity			$ 64,300,000

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Lessee Disclosure [Abstract]

Summary of Lease Expense

The components of the lease expense recorded in the consolidated statements of operations were as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Finance lease cost:
Amortization of assets	$	1,020	$	652	$	46
Interest on lease liabilities	45		44		3
Operating lease cost	6,663		5,767		4,792
Short-term lease cost	378		388		336
Variable cost	1,237		1,190		741
Total lease cost	$	9,343	$	8,041	$	5,918

Cash flow and other information related to leases was as follows (in thousands, except percentages):

Supplemental Cash Flow and Other Information


	Year Ended December 31,
	2023			2022			2021
Cash paid for amounts included in the measurement of lease liabilities
Financing cash flows from finance leases	$	1,036		$	662		$	15

Operating cash flows from operating lease liabilities	$	7,467		$	5,338		$	5,390

Weighted average remaining lease term at end of period (in years):
Finance leases	0.8			1.7			2.9
Operating leases	4.2			3.9			4.3

Weighted average discount rate:
Finance leases	3.5		%	3.7		%	2.2		%
Operating leases	5.7		%	2.8		%	2.3		%

Schedule of Maturities of Lease Liabilities

Maturities of lease liabilities at December 31, 2023, for each of the five succeeding fiscal years and thereafter, were (in thousands):



	Finance Leases		Operating Leases
2024	$	787	$	4,676
2025	4		5,825
2026	—		5,010
2027	—		3,639
2028	—		2,836
Thereafter	—		1,073
Total lease payments	791		23,059
Less imputed interest	(9)		(3,213)
Total lease obligations	$	782	$	19,846

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 59,059	$ (33,891)	$ (100,994)
Other comprehensive income (loss):
Net change in unrealized gains (losses) on marketable securities, net of tax of $123, $0, and $0, for the years ended December 31, 2023, 2022 and 2021, respectively	1,755	(1,450)	88
Foreign currency translation	(136)	(624)	(312)
Other comprehensive income (loss)	1,619	(2,074)	(224)
Comprehensive income (loss)	60,678	(35,965)	(101,218)
Less comprehensive income (loss) attributable to redeemable non-controlling interest:
Net income (loss) attributable to redeemable non-controlling interest	892	(369)	(910)
Foreign currency translation attributable to redeemable non-controlling interest	(58)	(304)	(146)
Comprehensive income (loss) attributable to redeemable non-controlling interest	834	(673)	(1,056)
Comprehensive income (loss) attributable to BlackLine, Inc.	$ 59,844	$ (35,292)	$ (100,162)

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues
Total revenues	$ 589,996	$ 522,938	$ 425,706
Cost of revenues
Total cost of revenues	146,793	129,385	97,871
Gross profit	443,203	393,553	327,835
Operating expenses
Sales and marketing	243,154	256,862	202,620
Research and development	103,207	108,893	77,322
General and administrative	71,530	80,155	86,507
Restructuring costs	10,964	3,841	0
Total operating expenses	428,855	449,751	366,449
Income (loss) from operations	14,348	(56,198)	(38,614)
Other income (expense)
Interest income	52,059	14,637	700
Interest expense	(5,898)	(5,850)	(62,945)
Other income (expense), net	46,161	8,787	(62,245)
Income (loss) before income taxes	60,509	(47,411)	(100,859)
Provision for (benefit from) income taxes	1,450	(13,520)	135
Net income (loss)	59,059	(33,891)	(100,994)
Net income (loss) attributable to redeemable non-controlling interest (Note 4)	892	(369)	(910)
Adjustment attributable to redeemable non-controlling interest (Note 4)	5,334	(4,131)	15,077
Net income (loss) attributable to BlackLine, Inc.	$ 52,833	$ (29,391)	$ (115,161)
Basic net income (loss) per share attributable to BlackLine, Inc. (in usd per share)	$ 0.87	$ (0.49)	$ (1.97)
Shares used to calculate basic net income (loss) per share (in shares)	60,849,000	59,539,000	58,351,000
Diluted net income (loss) per share attributable to BlackLine, Inc. (in usd per share)	$ 0.81	$ (0.49)	$ (1.97)
Shares used to calculate diluted net income (loss) per share (in shares)	72,045,000	59,539,000	58,351,000
Subscription and support
Revenues
Total revenues	$ 555,516	$ 491,187	$ 398,633
Cost of revenues
Total cost of revenues	121,308	102,132	71,979
Professional services
Revenues
Total revenues	34,480	31,751	27,073
Cost of revenues
Total cost of revenues	$ 25,485	$ 27,253	$ 25,892

Redeemable Non-Controlling Interest - Summary of Redeemable Non-Controlling Interest (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Redeemable Noncontrolling Interest, Equity [Roll Forward]
Balance at beginning of period	$ 23,895	$ 28,699	$ 12,524
Investment by redeemable non-controlling interest	0	0	2,171
Net income (loss) attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest)	892	(369)	(910)
Foreign currency translation	(58)	(304)	(163)
Adjustment to redeemable non-controlling interest	5,334	(4,131)	15,077
Balance at end of period	$ 30,063	$ 23,895	$ 28,699

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 271,117	$ 200,968
Marketable securities (amortized cost of $932,850 and $875,456 at December 31, 2023 and December 31, 2022, respectively)	933,355	874,083
Accounts receivable, net of allowances of $5,064 and $2,282 at December 31, 2023 and 2022, respectively	171,608	150,858
Prepaid expenses and other current assets	31,244	23,658
Total current assets	1,407,324	1,249,567
Capitalized software development costs, net	37,828	32,070
Property and equipment, net	14,867	19,811
Intangible assets, net	79,056	90,864
Goodwill	448,965	443,861
Operating lease right-of-use assets	19,173	14,708
Other assets	93,552	92,775
Total assets	2,100,765	1,943,656
Current liabilities:
Accounts payable	8,623	14,964
Accrued expenses and other current liabilities	59,690	58,600
Deferred revenue, current	320,133	279,325
Finance lease liabilities, current	778	989
Operating lease liabilities, current	4,108	5,943
Convertible senior notes, net, current	249,233	0
Contingent consideration, current	0	8,000
Total current liabilities	642,565	367,821
Finance lease liabilities, noncurrent	4	785
Operating lease liabilities, noncurrent	15,738	9,292
Convertible senior notes, net, noncurrent	1,140,608	1,384,306
Contingent consideration, noncurrent	0	33,549
Deferred tax liabilities, net	6,394	5,568
Deferred revenue, noncurrent	904	343
Other long-term liabilities	3,608	6,229
Total liabilities	1,809,821	1,807,893
Commitments and contingencies (Note 17)
Redeemable non-controlling interest (Note 4)	30,063	23,895
Stockholders' equity:
Common stock, $0.01 par value, 500,000,000 shares authorized, 61,515,105 and 60,016,824 issued and outstanding at December 31, 2023 and 2022, respectively	615	600
Additional paid-in capital	474,863	385,709
Accumulated other comprehensive income (loss)	205	(1,472)
Accumulated deficit	(214,802)	(272,969)
Total stockholders' equity	260,881	111,868
Total liabilities, redeemable non-controlling interest, and stockholders' equity	$ 2,100,765	$ 1,943,656

Redeemable Non-Controlling Interest

12 Months Ended

Dec. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

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 BlackLine K.K. 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. In November 2021, the Company made a further investment in BlackLine K.K. of $2.3 million that, including additional investments in BlackLine K.K. of $2.2 million by existing third-party investors in November 2021, maintained the Company's majority ownership of 51%. As the Company continues to control a majority stake in BlackLine K.K., the entity has been consolidated.

All of the common stock held by the Investors is callable by the Company or puttable by the Investors upon certain contingent events. Should the call or put option be exercised, the redemption value will be determined based upon a prescribed formula derived from the discrete revenues of BlackLine K.K. and the Company, and may be settled, at the Company’s discretion, with Company stock or cash. As a result of the put right available to the Investors in the future, the redeemable non-controlling interest in BlackLine K.K. is classified outside of permanent equity in the Company’s consolidated balance sheets, and the balance is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest's share of earnings, or its estimated redemption value. The resulting changes in the estimated redemption amount are recorded within retained earnings or, in the absence of retained earnings, additional paid-in capital.

Activity in the redeemable non-controlling interest was as follows (in thousands):


	December 31,
	2023		2022		2021
Balance at beginning of period	$	23,895	$	28,699	$	12,524
Investment by redeemable non-controlling interest	—		—		2,171
Net income (loss) attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest)	892		(369)		(910)
Foreign currency translation	(58)		(304)		(163)
Adjustment to redeemable non-controlling interest	5,334		(4,131)		15,077
Balance at end of period	$	30,063	$	23,895	$	28,699

Restructuring Costs

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring Costs

Fiscal 2023 Restructuring Program

On August 23, 2023, the Company announced its intention to reduce its global workforce by approximately 9%, or approximately 166 total positions. The actions were designed to support the Company’s growth, scale and profitability objectives. The actions were substantially completed in the fourth quarter of fiscal year 2023 subject to local law and consultation requirements.

During the year ended December 31, 2023, the Company recorded $9.8 million, primarily for severance and other termination benefits, which occurred in the U.S. and various international locations. The charges were recorded as one-time termination benefits pursuant to ASC 420, Exit or Disposal Cost Obligations. The Company does not anticipate incurring significant additional expenses.

Fiscal 2022 Restructuring Program

On December 7, 2022, the Company announced its intention to reduce its global workforce by approximately 5%, or approximately 95 total positions. The actions were primarily in response to cost reduction initiatives as the Company continues to focus on key growth priorities. The actions were substantially completed in the fourth quarter of fiscal year 2022 subject to local law and consultation requirements.

During the years ended December 31, 2023 and 2022, the Company recorded $1.1 million and $3.8 million, respectively, primarily for severance and other termination benefits, which occurred in the U.S. and various international locations. The charges were recorded as one-time termination benefits pursuant to ASC 420. The Company does not anticipate incurring additional expenses. For the year ended December 31, 2022, the Company paid $2.1 million related to the fiscal 2022 restructuring program.

The liability for the fiscal 2023 and 2022 restructuring programs was included in accrued expenses and other current liabilities in the consolidated balance sheet, and the following tables summarize the related activity for the respective plans for the year ended December 31, 2023 (in thousands):


	Year Ended December 31, 2023
	Restructuring Program
	Fiscal 2023		Fiscal 2022		Total
Accrual balance as of December 31, 2022	$	—	$	1,737	$	1,737
Restructuring charges	9,815		1,149		10,964
Cash payments and adjustments	(8,253)		(2,879)		(11,132)
Accrual balance as of December 31, 2023	$	1,562	$	7	$	1,569

All plan adjustments were changes in estimates whereby increases and decreases in charges were generally recorded to operating expenses in the periods of adjustments.

Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Regulated Operations [Abstract]
Accrued salaries and employee benefits	$ 33,344	$ 39,043
Accrued income and other taxes payable	9,408	9,415
Accrued restructuring costs	1,569	1,737
Other accrued expenses and current liabilities	15,369	8,405
Accrued expenses and other current liabilities, total	$ 59,690	$ 58,600

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2023	Feb. 15, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-37924
Entity Registrant Name	BlackLine, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-3354276
Entity Address, Address Line One	21300 Victory Boulevard
Entity Address, Address Line Two	12th Floor
Entity Address, City or Town	Woodland Hills,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91367
City Area Code	818
Local Phone Number	223-9008
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BL
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 3,034,000,000.000
Entity Common Stock, Shares Outstanding		61,520,108
Documents Incorporated by Reference	Portions of the information called for by Part III of this Annual Report on Form 10-K where indicated are hereby incorporated by reference from the Definitive Proxy Statement for the registrant’s Annual Meeting of Stockholders to be held in 2024, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the registrant’s fiscal year ended December 31, 2023.
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Central Index Key	0001666134

Balance Sheet Components - Schedule of Investments in Marketable Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 932,850	$ 875,456
Gross Unrealized Gains	740	52
Gross Unrealized Losses	(235)	(1,425)
Fair Value	933,355	874,083
U.S. treasury securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	523,344	418,941
Gross Unrealized Gains	737	9
Gross Unrealized Losses	(107)	(1,047)
Fair Value	523,974	417,903
Corporate bonds
Debt Securities, Available-for-sale [Line Items]
Amortized Cost		64,597
Gross Unrealized Gains		3
Gross Unrealized Losses		(296)
Fair Value		64,304
Commercial paper
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	241,428	278,406
Gross Unrealized Gains	1	0
Gross Unrealized Losses	0	0
Fair Value	241,429	278,406
U.S. government agencies
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	168,078	113,512
Gross Unrealized Gains	2	40
Gross Unrealized Losses	(128)	(82)
Fair Value	$ 167,952	$ 113,470

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Fair Value Measurements - Summary of Changes in Contingent Consideration Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Additions in the period	$ 0	$ 55,947	$ 0
Payments in the period	(8,000)	0	0
Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning fair value	41,549	20,732	23,490
Change in fair value	(33,549)	(35,130)	(2,758)
Ending fair value	$ 0	$ 41,549	$ 20,732

Restructuring Costs (Tables)

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs


	Year Ended December 31, 2023
	Restructuring Program
	Fiscal 2023		Fiscal 2022		Total
Accrual balance as of December 31, 2022	$	—	$	1,737	$	1,737
Restructuring charges	9,815		1,149		10,964
Cash payments and adjustments	(8,253)		(2,879)		(11,132)
Accrual balance as of December 31, 2023	$	1,562	$	7	$	1,569

Restructuring Costs - Narrative (Details) $ in Thousands		3 Months Ended	12 Months Ended
Restructuring Costs - Narrative (Details) $ in Thousands	Aug. 23, 2023 position	Dec. 31, 2022 position	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring costs			$ 10,964	$ 3,841	$ 0
Payments for restructuring			11,132
2023 Restructuring Program
Restructuring Cost and Reserve [Line Items]
Restructuring positions eliminated, expected percent	9.00%
Reduction to workforce, number of positions \| position	166
Restructuring costs			9,815
Payments for restructuring			8,253
2022 Restructuring Program
Restructuring Cost and Reserve [Line Items]
Restructuring positions eliminated, expected percent		5.00%
Reduction to workforce, number of positions \| position		95
Restructuring costs			1,149
Payments for restructuring			2,879	2,100
One-time Termination Benefits \| 2023 Restructuring Program
Restructuring Cost and Reserve [Line Items]
Restructuring costs			9,800
One-time Termination Benefits \| 2022 Restructuring Program
Restructuring Cost and Reserve [Line Items]
Restructuring costs			$ 1,100	$ 3,800

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Income Taxes - Reconciliation of Statutory U.S. Federal Tax Rate to Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Federal statutory income tax rate	21.00%	21.00%	21.00%
State tax, net of federal benefit	2.70%	(1.20%)	(0.10%)
Federal tax credits	(9.80%)	10.00%	6.10%
Change in valuation allowance	(13.80%)	(1.80%)	(34.00%)
Foreign tax differential	2.00%	(2.30%)	(1.20%)
Windfall tax benefits, net related to stock-based compensation	4.10%	1.10%	16.50%
Nondeductible officer compensation	6.80%	(11.10%)	(7.50%)
Nondeductible transaction costs	0.30%	(1.50%)	0.00%
Contingent consideration	(11.60%)	15.70%	0.00%
Nondeductible meals and entertainment	0.70%	(1.10%)	(0.50%)
Other	0.00%	(0.30%)	(0.40%)
Effective tax rate	2.40%	28.50%	(0.10%)

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net income (loss) attributable to BlackLine, Inc.	$ 52,833	$ (29,391)	$ (115,161)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis by level, within the fair value hierarchy. Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands):


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	148,298	$	—	$	—	$	148,298
Commercial paper	—		38,926		—		38,926

U.S. government agencies	—		19,987		—		19,987
Marketable securities

U.S. treasury securities	523,974		—		—		523,974

Commercial paper	—		241,429		—		241,429
U.S. government agencies	—		167,952		—		167,952

Total assets	$	672,272	$	468,294	$	—	$	1,140,566
Liabilities
Contingent consideration	$	—	$	—	$	—	$	—
Total liabilities	$	—	$	—	$	—	$	—


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	101,919	$	—	$	—	$	101,919
Commercial paper	—		59,405		—		59,405


Marketable securities
U.S. treasury securities	417,903		—		—		417,903
Corporate bonds	—		64,301		—		64,301
Commercial paper	—		278,406		—		278,406
U.S. government agencies	—		113,471		—		113,471

Total assets	$	519,822	$	515,583	$	—	$	1,035,405
Liabilities
Contingent consideration	$	8,000	$	—	$	33,549	$	41,549
Total liabilities	$	8,000	$	—	$	33,549	$	41,549

Summary of Changes in Contingent Consideration Liability

The following table summarizes the changes in the contingent consideration liability (in thousands):


	Year Ended December 31,
	2023		2022		2021
Beginning fair value	$	41,549	$	20,732	$	23,490
Additions in the period	—		55,947		—
Payments in the period	(8,000)		—		—
Change in fair value	(33,549)		(35,130)		(2,758)
Ending fair value	$	—	$	41,549	$	20,732

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Components of Income (Loss) Before Income Taxes

The components of loss before income taxes were as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
United States	$	62,745	$	(41,534)	$	(96,836)
International	(2,236)		(5,877)		(4,023)
	$	60,509	$	(47,411)	$	(100,859)

Components of Total Provision for Income Taxes

The components of the total provision for (benefit from) income taxes were as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Current
Federal	$	272	$	—	$	—
State	859		316		63
Foreign	1,844		564		889
Total current tax expense	2,975		880		952
Deferred
Federal	202		(12,709)		—
State	100		(1,503)		—
Foreign	(1,827)		(188)		(817)
Total deferred tax provision	(1,525)		(14,400)		(817)
Total provision for (benefit from) income taxes	$	1,450	$	(13,520)	$	135

Reconciliation of Statutory U.S. Federal Tax Rate to Effective Tax Rate

A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2023, 2022, and 2021 was as follows:


	Year Ended December 31,
	2023		2022		2021
Federal statutory income tax rate	21.0	%	21.0	%	21.0	%
State tax, net of federal benefit	2.7	%	(1.2)	%	(0.1)	%
Federal tax credits	(9.8)	%	10.0	%	6.1	%
Change in valuation allowance	(13.8)	%	(1.8)	%	(34.0)	%
Foreign tax differential	2.0	%	(2.3)	%	(1.2)	%
Windfall tax benefits, net related to stock-based compensation	4.1	%	1.1	%	16.5	%

Nondeductible officer compensation	6.8	%	(11.1)	%	(7.5)	%
Nondeductible transaction costs	0.3	%	(1.5)	%	—	%
Contingent consideration	(11.6)	%	15.7	%	—	%
Nondeductible meals and entertainment	0.7	%	(1.1)	%	(0.5)	%
Other	—	%	(0.3)	%	(0.4)	%
	2.4	%	28.5	%	(0.1)	%

Significant Components of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands):


	December 31,
	2023		2022
Deferred tax assets
Net operating loss carryforwards	$	55,779	$	77,711
Research and other credits	39,248		32,094
Capitalized R&D	28,455		11,919
Stock-based compensation	7,811		8,699
Operating and finance leases	3,343		2,082
Business interest carryforward	—		3,113
Accrued expenses and other current liabilities	5,445		6,443
Other	779		1,737
Total deferred tax assets	140,860		143,798
Less: valuation allowance	(92,079)		(99,476)
Deferred tax assets, net of valuation allowance	48,781		44,322
Deferred tax liabilities

Intangible assets	(18,698)		(21,295)
Prepaid expenses	(24,861)		(24,406)

Operating lease right-of-use and finance lease assets	(2,973)		(1,564)
Accretion on investment	(8,253)		(2,154)
Other	(245)		(443)
Total deferred tax liabilities	(55,030)		(49,862)
Net deferred taxes	$	(6,249)	$	(5,540)

Summary of Changes in Valuation Allowance

The changes in the valuation allowance were as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Valuation allowance, at beginning of year	$	99,476	$	32,279	$	37,691
Increase (decrease) in valuation allowance recorded through earnings	(7,063)		2,880		42,240
Increase (decrease) in valuation allowance recorded through equity	(334)		64,317		(47,652)
Valuation allowance, at end of year	$	92,079	$	99,476	$	32,279

Rollforward of Total Gross Unrecognized Tax Benefits

The following is a rollforward of the Company’s total gross unrecognized tax benefits (in thousands):


	Year Ended December 31,
	2023		2022		2021
Beginning gross unrecognized tax benefits	$	5,513	$	4,266	$	2,523
Increases related to prior year tax positions	274		162		400
Increases related to current year tax positions	1,317		1,085		1,343
Ending gross unrecognized tax benefits	$	7,104	$	5,513	$	4,266

Revenues (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenues by Geographic Region

The following table sets forth the Company’s revenues by geographic region (in thousands):


	Year Ended December 31,
	2023		2022		2021
United States	$	422,192	$	373,423	$	304,603
International	167,804		149,515		121,103
	$	589,996	$	522,938	$	425,706

Geographic Information (Tables)

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Schedule of Long-lived Assets Which Consist of Property and Equipment, Net and Operating Lease Right-of-use Assets by Geographic Region

The following table sets forth the Company’s long-lived assets, which consist of property and equipment, net, and operating lease ROU assets by geographic region (in thousands):


	Year Ended December 31,
	2023		2022
United States	$	21,831	$	22,416
International	12,209		12,103
	$	34,040	$	34,519

Intangible Assets and Goodwill - Amortization Expense by Operation Expense Categories (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Amortization expenses	$ 20,608	$ 19,731	$ 10,479
Cost of revenues
Finite-Lived Intangible Assets [Line Items]
Amortization expenses	12,438	11,315	2,685
Sales and marketing
Finite-Lived Intangible Assets [Line Items]
Amortization expenses	6,791	6,505	5,883
General and administrative
Finite-Lived Intangible Assets [Line Items]
Amortization expenses	$ 1,379	$ 1,911	$ 1,911

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	148,298	$	—	$	—	$	148,298
Commercial paper	—		38,926		—		38,926

U.S. government agencies	—		19,987		—		19,987
Marketable securities

U.S. treasury securities	523,974		—		—		523,974

Commercial paper	—		241,429		—		241,429
U.S. government agencies	—		167,952		—		167,952

Total assets	$	672,272	$	468,294	$	—	$	1,140,566
Liabilities
Contingent consideration	$	—	$	—	$	—	$	—
Total liabilities	$	—	$	—	$	—	$	—


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	101,919	$	—	$	—	$	101,919
Commercial paper	—		59,405		—		59,405


Marketable securities
U.S. treasury securities	417,903		—		—		417,903
Corporate bonds	—		64,301		—		64,301
Commercial paper	—		278,406		—		278,406
U.S. government agencies	—		113,471		—		113,471

Total assets	$	519,822	$	515,583	$	—	$	1,035,405
Liabilities
Contingent consideration	$	8,000	$	—	$	33,549	$	41,549
Total liabilities	$	8,000	$	—	$	33,549	$	41,549

The following table summarizes the changes in the contingent consideration liability (in thousands):


	Year Ended December 31,
	2023		2022		2021
Beginning fair value	$	41,549	$	20,732	$	23,490
Additions in the period	—		55,947		—
Payments in the period	(8,000)		—		—
Change in fair value	(33,549)		(35,130)		(2,758)
Ending fair value	$	—	$	41,549	$	20,732

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Insider Trading Arrangements	3 Months Ended	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2023 shares	Dec. 31, 2023 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On November 14, 2023, Karole Morgan-Prager, our Chief Legal and Administrative Officer, adopted a "Rule 10b5-1 trading arrangement", as defined in Regulation S-K Item 408. The trading arrangement provides for the sale, from time to time, of an aggregate of up to 10,007 shares of our common stock, and is intended to satisfy the affirmative defense in Rule 10b5-1(c). The number of shares sold under the trading arrangement will be reduced by the number of shares sold to cover applicable withholding taxes. The duration of the trading arrangement is until November 15, 2024 or earlier if all transactions under the trading arrangement have been completed. On November 30, 2023, Kevin Thompson, who is a member of our Board, adopted a "Rule 10b5-1 trading arrangement", as defined in Regulation S-K Item 408. The trading arrangement provides for the sale, from time to time, of an aggregate of up to 8,000 shares of our common stock, and is intended to satisfy the affirmative defense in Rule 10b5-1(c). The number of shares sold under the trading arrangement will be reduced by the number of shares sold to cover applicable withholding taxes. The duration of the trading arrangement is until March 3, 2025 or earlier if all transactions under the trading arrangement have been completed.
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Karole Morgan-Prager [Member]
Trading Arrangements, by Individual
Name	Karole Morgan-Prager
Title	Chief Legal and Administrative Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	November 14, 2023
Arrangement Duration	367 days
Aggregate Available	10,007	10,007
Kevin Thompson [Member]
Trading Arrangements, by Individual
Name	Kevin Thompson
Title	member of our Board
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	November 30, 2023
Arrangement Duration	481 days
Aggregate Available	8,000	8,000

Business Combinations - Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 12, 2023	Jan. 26, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill			$ 448,965	$ 443,861	$ 289,710
Data Interconnect
Business Acquisition [Line Items]
Cash consideration	$ 11,394
Post-acquisition working capital adjustment	9
Purchase price consideration	11,403
Cash and cash equivalents	27
Accounts receivable, net	916
Prepaid expenses and other current assets	893
Other assets	58
Property and equipment	49
Operating lease right-of-use assets	402
Intangible assets	8,800
Goodwill	5,104
Accounts payable	(665)
Accrued liabilities	(1,570)
Deferred revenue, current	(98)
Operating lease liabilities	(402)
Deferred tax liabilities, net	(2,111)
Total consideration	$ 11,403
FourQ Systems, Inc.
Business Acquisition [Line Items]
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 price 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

Equity Awards - Additional Information (Details) - USD ($)					1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 07, 2023	Dec. 30, 2022	Aug. 19, 2022	Apr. 04, 2022	Nov. 30, 2016	Jun. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation award vesting period							4 years
Granted (in shares)							0	0
Cash received from exercise of stock options							$ 19,762,000	$ 4,687,000	$ 11,428,000
Stock-based compensation expense							77,970,000	75,884,000	65,870,000
Stock-based compensation capitalized as an asset							3,500,000	2,400,000	1,800,000
Net operating losses related to foreign tax benefits for equity awards							$ 100,000	100,000	600,000
Employee Stock Purchase Plan ("ESPP")
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for future issuance (in shares)							800,000
Weighted-average period to recognize unrecognized compensation expense							1 year
Total unrecognized compensation cost							$ 2,800,000
Stock-based compensation expense							$ 3,300,000	3,300,000	$ 3,800,000
Right to purchase shares at fair value of stock at the time of grant, percentage							85.00%
Right to purchase shares at fair value at the time of exercise, percentage							85.00%
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value per share, granted (usd per share)									$ 50.77
Aggregate intrinsic value, exercised							$ 15,200,000	13,400,000	$ 38,300,000
Cash received from exercise of stock options							19,800,000	$ 4,700,000	$ 11,400,000
Unrecognized compensation expense							$ 2,700,000
Weighted-average period to recognize unrecognized compensation expense							1 year
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average period to recognize unrecognized compensation expense							2 years 7 months 6 days
Intrinsic value							$ 137,900,000
Total unrecognized compensation cost							$ 125,800,000
Restricted stock units - performance and service conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation award vesting period	3 years			3 years
Weighted-average period to recognize unrecognized compensation expense							2 months 12 days
Intrinsic value							$ 7,100,000
Total unrecognized compensation cost							$ 500,000
Granted (in shares)	300,000	200,000		200,000			166,000
Grant date fair value (usd per share)			$ 300,000			$ 5,300,000
Restricted stock units - performance and service conditions \| Vesting period one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value (usd per share)	$ 4,800,000
Restricted stock units - performance and service conditions \| Vesting period two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value (usd per share)	$ 6,300,000
Restricted Stock Units, Performance and Service Based , No Grant Date
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic value							$ 14,600,000
Granted (in shares)							156,000
Restricted Stock Units, Performance, Market and Service Based
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic value							$ 0
Granted (in shares)							0
2016 Equity Incentive Plan \| Stock Options and Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of shares issuable (in shares)					6,200,000
Stock option, contractual terms					10 years
Common shares reserved for future issuance (in shares)							18,900,000
2016 Equity Incentive Plan \| Stock Options and Restricted Stock Units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation award vesting period					3 years
2016 Equity Incentive Plan \| Stock Options and Restricted Stock Units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation award vesting period					4 years

Business Combinations

12 Months Ended

Dec. 31, 2023

Business Combinations [Abstract]

Business Combinations

Acquisition of Data Interconnect

On September 12, 2023, the Company completed the DI Acquisition for cash consideration of $11.4 million, which was paid at the closing of the acquisition. The DI Acquisition enhances the Company's existing accounts receivable automation solution capabilities through EIPP. 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 $1.2 million were expensed as incurred during the year ended December 31, 2023.

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 was finalized as of the filing date of this Annual Report on Form 10-K.

The purchase consideration and major classes of assets and liabilities to which the Company allocated the total fair value of purchase consideration of $11.4 million were as follows (in thousands):


Cash consideration	$	11,394
Post-acquisition working capital adjustment	9
Total cash purchase consideration	$	11,403

Cash and cash equivalents	$	27
Accounts receivable, net	916
Prepaid expenses and other current assets	893
Property and equipment, net	49
Intangible assets, net	8,800
Goodwill	5,104
Operating lease right-of-use assets	402
Other assets	58
Accounts payable	(665)
Accrued expenses and other current liabilities	(1,570)
Deferred revenue, current	(98)
Operating lease liabilities	(402)
Deferred tax liabilities, net	(2,111)
Total consideration	$	11,403

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 Period	Fair Value
	(in years)	(in thousands)
Developed technology	5	$	8,110
Customer relationships	3	690
		$	8,800

The weighted average lives of intangible assets at the acquisition date was 4.8 years.

The estimated fair value of developed technology and customer relationships acquired of $8.1 million and $0.7 million, respectively, was determined through the use of a third-party valuation firm using the cost approach methodology. The cost approach considers the cost to replace (or reproduce) the assets and the effects on the assets' values of functional and/or economic obsolescence that has occurred with respect to the asset. The direct transaction costs of the acquisition were accounted for separately from the business combination and expensed as incurred.

The revenue and earnings of the acquired business were included in the Company’s results since the acquisition date and have not been presented separately using pro forma revenues and results of operations as its impact is not material to the Company’s consolidated financial statements for the periods presented.

FourQ Systems, Inc.

On January 26, 2022, the Company completed the FourQ Acquisition for cash consideration of $160.2 million payable at the closing of the acquisition. In addition, contingent cash consideration of up to $73.2 million is 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. The Company incurred transaction-related costs, which include, but are not limited to, fees for accounting, legal, and advisory services of $3.4 million during the year ended December 31, 2022. The transaction-related costs were expensed as incurred.

The contingent consideration was classified as a liability and included in contingent consideration on the accompanying consolidated balance sheet. It is 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 intercompany bookings from FourQ and BlackLine, and revenues from a specified FourQ customer over a three-year period subsequent to the acquisition date. At January 26, 2022, the fair value of the contingent consideration liability was $55.9 million. See “Note 16 - Contingent Consideration” for additional information regarding the valuation of the contingent consideration at December 31, 2023.

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 are considered final. The following table presents the final allocation of the purchase price (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 Period	Fair Value
	(in years)	(in thousands)
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 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 costs 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, an income approach. 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.

Leases - Narrative (Details)	12 Months Ended
Leases - Narrative (Details)	Dec. 31, 2023 lease
Lessee, Lease, Description [Line Items]
Number of leased properties	18
Lease option to terminate (within)	1 year
Minimum
Lessee, Lease, Description [Line Items]
Leases, remaining lease terms	1 year
Maximum
Lessee, Lease, Description [Line Items]
Leases, remaining lease terms	11 years
Lease extension period (up to)	9 years

Contingent Consideration	12 Months Ended
Contingent Consideration	Dec. 31, 2023
Business Combination, Contingent Consideration Arrangements [Abstract]
Contingent Consideration	Contingent Consideration As a condition of the FourQ Acquisition that occurred on January 26, 2022, the Company agreed to pay additional cash consideration if FourQ realized certain firm-specific targets, including 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. The maximum cash consideration to be distributed is $73.2 million. Changes in the significant inputs used in the fair value measurement, specifically a change in new and incremental combined bookings from FourQ and the Company, can significantly impact the fair value of the contingent consideration liability. During the year ended December 31, 2023, the Company reduced the FourQ contingent consideration to zero. Refer to “Note 2 - Summary of Significant Accounting Policies” for additional information regarding the valuation of the contingent consideration. In conjunction with the 2013 Acquisition, option holders of BlackLine Systems 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 was obligated to pay additional cash consideration to certain equity holders since the Company realized taxable income for the year ended December 31, 2022. The maximum contingent cash consideration of $8.0 million was paid during the quarter ended December 31, 2023, which reduced the liability to zero. Increases and decreases in the fair value of contingent consideration are recorded as expense or reversals of expense, respectively, within general and administrative expenses in the consolidated statements of operations.

Intangible Assets and Goodwill - Summary of Carrying Value of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 182,457	$ 173,657
Accumulated Amortization	(103,401)	(82,793)
Net Carrying Amount	79,056	90,864
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	15,977	15,977
Accumulated Amortization	(15,977)	(14,913)
Net Carrying Amount	0	1,064
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	137,368	129,258
Accumulated Amortization	(66,900)	(54,462)
Net Carrying Amount	70,468	74,796
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	26,779	26,089
Accumulated Amortization	(19,342)	(12,552)
Net Carrying Amount	7,437	13,537
Defensive patent
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,333	2,333
Accumulated Amortization	(1,182)	(866)
Net Carrying Amount	$ 1,151	$ 1,467

Intangible Assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Carrying Value of Intangible Assets

The carrying value of intangible assets was as follows (in thousands):


	December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trade name	$	15,977	$	(15,977)	$	—
Developed technology	137,368		(66,900)		70,468
Customer relationships	26,779		(19,342)		7,437
Defensive patent	2,333		(1,182)		1,151
	$	182,457	$	(103,401)	$	79,056


	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trade name	$	15,977	$	(14,913)	$	1,064
Developed technology	129,258		(54,462)		74,796
Customer relationships	26,089		(12,552)		13,537
Defensive patent	2,333		(866)		1,467
	$	173,657	$	(82,793)	$	90,864

Amortization Expense by Operation Expense Categories

Amortization expense is included in the following functional statements of operations expense categories. Amortization expense was as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Cost of revenues	$	12,438	$	11,315	$	2,685
Sales and marketing	6,791		6,505		5,883
General and administrative	1,379		1,911		1,911
	$	20,608	$	19,731	$	10,479

Summary of Estimated Amortization Expense


2024	$	19,872
2025	14,011
2026	13,597
2027	13,075
2028	12,412
Thereafter	6,089
	$	79,056

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 December 31, 2022	443,861
Additions from acquisitions	5,104
Balance at December 31, 2023	$	448,965

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Net Income (Loss) per Share - Schedule of Potentially Dilutive Shares Excluded From Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net income (loss) per share	2,985	5,029	4,242
Stock options - service-only vesting conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net income (loss) per share	1,062	2,431	2,739
Restricted stock units - service-only vesting conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net income (loss) per share	1,834	2,202	1,503
Restricted stock units - performance and service conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net income (loss) per share	16	207	0
Restricted stock units - performance, market, and service conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net income (loss) per share	73	189	0

Equity Awards (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity

The following table summarizes activity for awards that contain service-only vesting conditions:


	Shares	Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
	(in thousands)			(in years)	(in thousands)
Outstanding at December 31, 2022	2,431	$	44.98	5.5	$	64,903

Exercised	(590)	$	33.82
Forfeited/canceled	(148)	$	81.37
Outstanding at December 31, 2023	1,693	$	45.67	4.6	$	37,077
Exercisable at December 31, 2023	1,607	$	43.79

Summary of Restricted Stock Units Activity

The following table summarizes activity for restricted stock units that contain service-only vesting conditions:


	Restricted Stock Units	Weighted-Average Grant Date Fair Value
	(in thousands)
Nonvested at December 31, 2022	2,202	$	74.42
Granted	1,451	$	64.35
Vested	(916)	$	72.92
Forfeited/canceled	(529)	$	72.77
Nonvested at December 31, 2023	2,208	$	68.82

The following table summarizes activity for restricted stock units with performance and service vesting conditions with grant dates (in thousands):


	Restricted Stock Units	Weighted-Average Grant Date Fair Value
	(in thousands)
Nonvested at December 31, 2022	69	$	75.58
Granted	166	$	67.17
Performance adjustment	(28)	$	75.58
Vested	(41)	$	75.66
Forfeited/canceled	(53)	$	67.23
Nonvested at December 31, 2023	113	$	67.17

The following table summarizes activity for restricted stock units with performance and service vesting conditions with no grant dates established (in thousands):


	Restricted Stock Units	Weighted-Average Grant Date Fair Value
	(in thousands)
Nonvested at December 31, 2022	138	N/A
Granted	156	N/A
Vested	—	N/A
Forfeited/canceled	(59)	N/A
Nonvested at December 31, 2023	235	N/A

The number of shares that will vest is subject to the achievement of certain performance metrics and total shareholder return.

The following table summarizes activity for restricted stock units with performance, market, and service-based conditions:


	Restricted Stock Units	Weighted-Average Grant Date Fair Value
	(in thousands)
Nonvested at December 31, 2022	189	$	75.90
Granted	—	N/A
Vested	—	N/A
Forfeited/canceled	(189)	$	75.90
Nonvested at December 31, 2023	—	N/A

Schedule of Weighted Average Assumptions

The following information represents the weighted average of the assumptions used in the Black-Scholes option-pricing model for stock options granted:

Year Ended December 31,

2023

2022

2021

Expected term (years)

N/A

6.0

Expected volatility

N/A

47.0%

Risk free interest rate

N/A

1.0%

Expected dividend yield

N/A

—

The fair value of ESPP shares granted was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions:


	Year Ended December 31,
	2023	2022	2021
Risk-free interest rate	4.5% - 5.4%	1.4% - 4.5%	0.0% - 0.2%
Expected term (in years)	0.5 - 1	0.5 - 1	0.5 - 1
Volatility	39.8% - 58.5%	39.3% - 65.5%	23.4% - 46.6%

Summary of Stock-Based Compensation Expense

Stock-based compensation expense recorded in the Company’s consolidated statements of operations was as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Cost of revenues	$	10,342	$	8,595	$	8,410
Sales and marketing	24,152		26,310		22,756
Research and development	13,095		14,382		11,110
General and administrative	30,381		26,597		23,594
	$	77,970	$	75,884	$	65,870

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2023

Regulated Operations [Abstract]

Schedule of Investments in Marketable Securities

Investments in marketable securities presented within current assets on the consolidated balance sheets consisted of the following (in thousands):


	December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Marketable securities
U.S. treasury securities	$	523,344	$	737	$	(107)	$	523,974

Commercial paper	241,428		1		—		241,429
U.S. government agencies	168,078		2		(128)		167,952
	$	932,850	$	740	$	(235)	$	933,355


	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Marketable securities
U.S. treasury securities	$	418,941	$	9	$	(1,047)	$	417,903
Corporate bonds	64,597		3		(296)		64,304
Commercial paper	278,406		—		—		278,406
U.S. government agencies	113,512		40		(82)		113,470
	$	875,456	$	52	$	(1,425)	$	874,083

Schedule of Amortized Cost and Fair Values of Marketable Securities by Remaining Contractual Maturity


	December 31, 2023
	Amortized Cost		Fair Value
Maturing within 1 year	$	906,556	$	907,107
Maturing between 1 and 2 years	26,294		26,248
	$	932,850	$	933,355

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities were comprised of the following (in thousands):


	December 31,
	2023		2022
Accrued salaries and employee benefits	$	33,344	$	39,043
Accrued income and other taxes payable	9,408		9,415
Accrued restructuring costs	1,569		1,737
Other accrued expenses and current liabilities	15,369		8,405
	$	59,690	$	58,600

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Leases - Cash Flow and Other Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities
Financing cash flows from finance leases	$ 1,036	$ 662	$ 15
Operating cash flows from operating lease liabilities	$ 7,467	$ 5,338	$ 5,390
Weighted average remaining lease term at end of period (in years):
Finance leases	9 months 18 days	1 year 8 months 12 days	2 years 10 months 24 days
Operating leases	4 years 2 months 12 days	3 years 10 months 24 days	4 years 3 months 18 days
Weighted average discount rate:
Finance leases	3.50%	3.70%	2.20%
Operating leases	5.70%	2.80%	2.30%

Equity Awards - Schedule of Weighted Average Assumptions (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)			6 years
Volatility			47.00%
Employee Stock Purchase Plan ("ESPP")
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate, minimum	4.50%	1.40%	0.00%
Risk free interest rate, maximum	5.40%	4.50%	0.20%
Employee Stock Purchase Plan ("ESPP") \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 months	6 months	6 months
Volatility	39.80%	39.30%	23.40%
Employee Stock Purchase Plan ("ESPP") \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	1 year	1 year	1 year
Volatility	58.50%	65.50%	46.60%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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+ Details

Balance Sheet Components - Other Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Regulated Operations [Abstract]
Deferred customer acquisition costs	$ 89,900,000	$ 89,100,000
Impairment of cloud computing implementation costs	$ 0	$ 5,330,000	$ 0

Revenues

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenues

The Company disaggregates its revenue from contracts with customers by geographic location, as it believes it best depicts how the nature, amount, timing, and uncertainty of its revenues and cash flows are affected by economic factors.

The following table sets forth the Company’s revenues by geographic region (in thousands):


	Year Ended December 31,
	2023		2022		2021
United States	$	422,192	$	373,423	$	304,603
International	167,804		149,515		121,103
	$	589,996	$	522,938	$	425,706

No countries outside the U.S. represented 10% or more of total revenues.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

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-URI https://asc.fasb.org//606/tableOfContent

+ Details

Geographic Information - Schedule of Long-lived Assets Which Consist of Property and Equipment, Net and Operating Lease Right-of-use Assets by Geographic Region (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net and operating lease right-of-use assets	$ 34,040	$ 34,519
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net and operating lease right-of-use assets	21,831	22,416
International
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net and operating lease right-of-use assets	$ 12,209	$ 12,103

Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
Net operating loss carryforwards	$ 55,779	$ 77,711
Research and other credits	39,248	32,094
Capitalized R&D	28,455	11,919
Stock-based compensation	7,811	8,699
Operating and finance leases	3,343	2,082
Business interest carryforward	0	3,113
Accrued expenses and other current liabilities	5,445	6,443
Other	779	1,737
Total deferred tax assets	140,860	143,798
Less: valuation allowance	(92,079)	(99,476)	$ (32,279)	$ (37,691)
Deferred tax assets, net of valuation allowance	48,781	44,322
Deferred tax liabilities
Intangible assets	(18,698)	(21,295)
Prepaid expenses	(24,861)	(24,406)
Operating lease right-of-use and finance lease assets	(2,973)	(1,564)
Accretion on investment	(8,253)	(2,154)
Other	(245)	(443)
Total deferred tax liabilities	(55,030)	(49,862)
Net deferred taxes	$ (6,249)	$ (5,540)

Convertible Senior Notes

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Convertible Senior Notes

2024 Notes

In August 2019, the Company issued 0.125% Convertible Senior Notes (the “2024 Notes”) due in 2024 for aggregate gross proceeds of $500.0 million, which included 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.

Interest on the 2024 Notes is payable semi-annually in cash at a rate of 0.125% per annum on February 1 and August 1 of each year, beginning on February 1, 2020. The 2024 Notes will mature on August 1, 2024, unless redeemed, repurchased, or converted prior to such date in accordance with their terms.

Prior to the close of business on the business day immediately preceding May 1, 2024, the 2024 Notes will be convertible only under the following circumstances:

(1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2020, and only during such calendar quarter, if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2024 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 2024 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 2024 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

(4) upon the occurrence of specified corporate events set forth in the Indenture.

On or after May 1, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2024 Notes, holders of the 2024 Notes, at their option, may convert all or any portion of their 2024 Notes regardless of the foregoing conditions.

The 2024 Notes have an initial conversion rate of 13.6244 shares of common stock per $1,000 principal amount of 2024 Notes, equivalent to an initial conversion price of approximately $73.40 per share of common stock. The conversion rate is subject to adjustment for certain events. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election.

If the Company undergoes a fundamental change, as described in the Indenture, prior to the maturity date of the 2024 Notes, holders of the 2024 Notes may require the Company to repurchase all or a portion of the 2024 Notes for cash at a price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Indenture contains customary events of default with respect to the 2024 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 2024 Notes shall, declare all principal and accrued and unpaid interest, if any, of the 2024 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 2024 Notes will automatically become due and payable.

Prior to the adoption of ASU 2020-06 on January 1, 2022, and 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 to repurchase $250.0 million aggregate principal amount of the 2024 Notes. Management also determined the fair value of the liability component of the 2024 Notes being extinguished. To estimate the fair value of a similar liability that did not have an associated conversion feature, management discounted the contractual cash flows of the 2024 Notes at an estimated interest rate for a comparable non-convertible note. 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 remaining consideration was allocated to the reacquisition of the equity component of the 2024 Notes and recognized as a reduction of additional paid-in capital in the amount of $219.3 million. The difference between the fair value of the liability and its carrying value was recognized as an extinguishment loss in the amount of $7.0 million. The equity component of the 2024 Notes was not remeasured as it continued to meet the conditions for equity classification for all successive quarters in fiscal 2021. The debt discount was amortized to interest expense over the term of the 2024 Notes using the effective interest method.

In connection with the adoption of ASU 2020-06, the Company reclassified the remaining balance of the conversion feature of $55.6 million from additional paid-in capital to convertible debt for $31.1 million and retained earnings for $24.5 million. Accordingly, the Company no longer carries an equity component of the Notes, and no longer incurs non-cash interest expense related to the accretion of the debt discount associated with the embedded conversion option.

The 2024 Notes consisted of the following (in thousands):


	December 31,
	2023		2022
Liability:
Principal	$	250,000	$	250,000

Unamortized debt issuance costs	(767)		(2,069)
Net carrying amount(1)	$	249,233	$	247,931

(1) Net carrying amount as of December 31, 2023 presented within total current liabilities on the consolidated balance sheet.

The effective interest rate of the 2024 Notes, excluding the conversion option, remained unchanged at 0.65% for December 31, 2023 and 2022.

The Company carries the 2024 Notes at face value less unamortized debt issuance costs on the accompanying 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 December 31, 2023 was approximately $255.9 million, which represents a Level 2 valuation.

During the year ended December 31, 2023, the Company recognized $1.3 million of interest expense related to the amortization of debt issuance costs and $0.3 million of coupon interest expense. During the year ended December 31, 2022, the Company recognized $1.3 million of interest expense related to the amortization of debt issuance costs and $0.3 million of coupon interest expense.

The 2024 Notes were not convertible at December 31, 2023. It is the Company’s current intent to settle conversions of the 2024 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.

2026 Notes

In March 2021, the Company issued $1.150 billion aggregate gross proceeds, which included the initial purchasers’ option of $150.0 million aggregate principal amount, of 0.00% Convertible Senior Notes due 2026 (the “2026 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 2026 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 2026 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 2026 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 2026 Notes shall, declare all principal and accrued and unpaid interest, if any, of the 2026 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 2026 Notes will automatically become due and payable.

Prior to the adoption of ASU 2020-06 on January 1, 2022, in accounting for the issuance of the 2026 Notes, management allocated the proceeds of the 2026 Notes between liability and equity components. To estimate the fair value of the liability component, management measured the fair value of a similar liability that did not have an associated conversion feature by discounting the contractual cash flows of the 2026 Notes at an estimated interest rate for a comparable non-convertible note. The Company applied judgment to determine the interest rate of 5.65%, 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 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 was not remeasured as it continued to meet the conditions for equity classification. The debt discount was 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 $2.4 million, net of the related change in the valuation allowance, related to the debt issuance costs on the 2026 Notes.

In connection with the adoption of ASU 2020-06 on January 1, 2022, the Company reclassified the remaining balance of the conversion feature of $271.2 million from additional paid-in capital to convertible debt for $233.4 million and retained earnings for $37.8 million. Accordingly, the Company no longer carries an equity component of the Notes, and no longer incurs non-cash interest expense related to the accretion of the debt discount associated with the embedded conversion option.

The 2026 Notes consisted of the following (in thousands):


	December 31
	2023		2022
Liability:
Principal	$	1,150,000	$	1,150,000

Unamortized debt issuance costs	(9,392)		(13,625)
Net carrying amount	$	1,140,608	$	1,136,375

The effective interest rate of the 2026 Notes, excluding the conversion option, remained unchanged at 0.37% for December 31, 2023 and 2022.

The Company carries the 2026 Notes at face value less unamortized debt issuance costs on the accompanying 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 December 31, 2023, was approximately $1.0 billion, which represents a Level 2 valuation.

During the years ended December 31, 2023 and 2022, the Company recognized $4.2 million and $4.2 million of interest expense related to the amortization of debt issuance costs, respectively.

The 2026 Notes were not convertible at December 31, 2023. It is the Company’s current intent to settle conversions of the 2026 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.

2024 Capped Calls

In connection with the offering of the 2024 Notes, the Company entered into privately-negotiated capped call transactions (the “2024 Capped Calls”) with certain counterparties covering, subject to anti-dilution adjustments, approximately 3.4 million shares of our common stock and are generally expected to offset the potential economic dilution of our common stock up to the initial cap price. The 2024 Capped Calls have an initial strike price of $73.40 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2024 Notes, and an initial cap price of $106.76 per share, subject to certain adjustments.

The Company entered into the 2024 Capped Calls at a cost of approximately $46.2 million, which was recorded as a reduction of the Company’s additional paid-in capital in the accompanying consolidated financial statements. By entering into the 2024 Capped Calls, the Company expects to reduce the potential dilution to its common stock upon any conversion of the 2024 Notes (or, in the event a conversion of the 2024 Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the 2024 Notes, the market value per share of its common stock exceeds the conversion price of the 2024 Notes, with such reduction subject to the cap price. The cost of the 2024 Capped Calls is not expected to be tax deductible as the Company did not elect to integrate the 2024 Capped Calls into the 2024 Notes for tax purposes.

As of December 31, 2023, all of the 2024 Capped Calls remained outstanding.

2026 Capped Calls

In connection with the offering of the 2026 Notes, the Company entered into privately-negotiated capped call transactions (the “2026 Capped Calls”) with certain counterparties covering, subject to anti-dilution adjustments, approximately 6.9 million shares of our common stock and are generally expected to offset the potential economic dilution of our common stock up to the initial cap price. The 2026 Capped Calls have an initial strike price of $166.23 per share - subject to certain adjustments, which corresponds to the initial conversion price of the 2026 Notes - and an initial cap price of $233.31 per share, subject to certain adjustments.

The Company entered into the 2026 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 consolidated financial statements. 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.

As of December 31, 2023, all of the 2026 Capped Calls remained outstanding.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Equity Awards

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Equity Awards

2014 and 2016 Plans

On March 3, 2014, the Company adopted the 2014 Stock Incentive Plan (the “2014 Plan”). In November 2016, upon the completion of the Company’s initial public offering, the Company adopted the 2016 Equity Incentive Plan (the “2016 Plan”) and determined that it will no longer grant any additional awards under the 2014 Plan. However, the 2014 Plan continues to govern the terms and conditions of the outstanding awards previously granted under the 2014 plan. Upon the adoption of the 2016 Plan, the maximum number of shares issuable was 6.2 million, plus a number of shares equal to the number of shares subject to outstanding awards granted under the 2014 Plan after the date the 2014 Plan is terminated without having been exercised in full. The Company’s Board of Directors (the “Board”) may grant stock options and restricted stock units to employees, directors and consultants under the 2016 Plan. The aggregate number of shares available under the 2016 Plan and the number of shares subject to outstanding options automatically adjusts for any changes in the Company’s outstanding common stock by reason of any recapitalization, spin-off, reorganization, reclassification, stock dividend, stock split, reverse stock split, or similar transaction. Stock options and restricted stock units generally vest over three to four years and have contractual terms of ten years.

At December 31, 2023, 18.9 million shares were available for issuance under the 2016 Plan.

Stock options - service-only vesting conditions

The following table summarizes activity for awards that contain service-only vesting conditions:


	Shares	Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
	(in thousands)			(in years)	(in thousands)
Outstanding at December 31, 2022	2,431	$	44.98	5.5	$	64,903

Exercised	(590)	$	33.82
Forfeited/canceled	(148)	$	81.37
Outstanding at December 31, 2023	1,693	$	45.67	4.6	$	37,077
Exercisable at December 31, 2023	1,607	$	43.79

The weighted average grant date fair value per share of options granted during the year ended December 31, 2021 that contain service only vesting conditions was $50.77. There were no stock options granted during the years ended December 31, 2023 and 2022. The aggregate intrinsic value of options exercised that contain service only vesting conditions during the years ended December 31, 2023, 2022 and 2021 was $15.2 million, $13.4 million, and $38.3 million, respectively. Cash received from the exercise of stock options for the years ended December 31, 2023, 2022, and 2021 was $19.8 million, $4.7 million, and $11.4 million, respectively.

Unrecognized compensation expense relating to stock options that contain service only vesting conditions was $2.7 million at December 31, 2023, which is expected to be recognized over a weighted-average period of 1.0 year.

Restricted stock units - service-only vesting conditions

The following table summarizes activity for restricted stock units that contain service-only vesting conditions:


	Restricted Stock Units	Weighted-Average Grant Date Fair Value
	(in thousands)
Nonvested at December 31, 2022	2,202	$	74.42
Granted	1,451	$	64.35
Vested	(916)	$	72.92
Forfeited/canceled	(529)	$	72.77
Nonvested at December 31, 2023	2,208	$	68.82

At December 31, 2023, the intrinsic value of service-based nonvested restricted stock units was $137.9 million. At December 31, 2023, total unrecognized compensation cost related to nonvested restricted stock units was $125.8 million and was expected to be recognized over a weighted-average period of 2.6 years.

Restricted stock units - performance and service conditions

On April 4, 2022, the Compensation Committee of the Board of Directors of BlackLine, Inc. (the “Compensation Committee”) approved grants of performance and service-based restricted stock units totaling 0.2 million target shares. The number of shares that will vest is subject to the achievement of certain performance metrics. The grants include three annual performance periods with vesting occurring in February of the year following the end of each annual performance period. Grant dates will be established upon approval of the performance metrics for the respective annual performance period, and the grant-date fair value per share will be equal to the closing price on the grant date for each tranche. The performance metrics for the 2022 performance period were approved in the quarter ended June 30, 2022, and the grant-date fair value of such awards was $5.3 million. On August 19, 2022, the Compensation Committee approved grants of additional performance and service-based restricted stock units with similar related performance metrics and vesting conditions for which the grant-date fair value was $0.3 million.

On March 7, 2023, the Compensation Committee approved grants of performance and service-based restricted stock units totaling 0.3 million target shares. The grants include three annual performance periods with vesting occurring in February of the year following the end of each annual performance period. Grant dates will be established upon approval of the performance metrics for the respective annual performance period, and the grant-date fair value per share will be equal to the closing price on the grant date for each tranche. The performance metrics for the 2023 performance period were approved in the quarter ended March 31, 2023. The grant date fair

value of the second tranche of the 2022 grants and the first tranche of the 2023 grants was $4.8 million and $6.3 million, respectively.

Stock-based compensation expense for each tranche will be recognized over the period from grant date to vest date and will be based on the probable outcome at the end of each reporting period.

The following table summarizes activity for restricted stock units with performance and service vesting conditions with grant dates (in thousands):


	Restricted Stock Units	Weighted-Average Grant Date Fair Value
	(in thousands)
Nonvested at December 31, 2022	69	$	75.58
Granted	166	$	67.17
Performance adjustment	(28)	$	75.58
Vested	(41)	$	75.66
Forfeited/canceled	(53)	$	67.23
Nonvested at December 31, 2023	113	$	67.17

The following table summarizes activity for restricted stock units with performance and service vesting conditions with no grant dates established (in thousands):


	Restricted Stock Units	Weighted-Average Grant Date Fair Value
	(in thousands)
Nonvested at December 31, 2022	138	N/A
Granted	156	N/A
Vested	—	N/A
Forfeited/canceled	(59)	N/A
Nonvested at December 31, 2023	235	N/A

At December 31, 2023, the intrinsic value of performance and service-based nonvested restricted stock units with established grant dates was $7.1 million. At December 31, 2023, total unrecognized compensation cost related to performance and service-based nonvested restricted stock units with established grant dates was $0.5 million and was expected to be recognized over a weighted-average period of 0.2 years.

At December 31, 2023, the intrinsic value of performance and service-based nonvested restricted stock units with no grant dates established was $14.6 million.

Restricted stock units - performance, market, and service conditions

On December 30, 2022, the Compensation Committee approved a grant of performance, market, and service-based restricted stock units totaling 0.2 million target shares. The number of shares that will vest is subject to the achievement of certain performance metrics and total shareholder return.

The following table summarizes activity for restricted stock units with performance, market, and service-based conditions:


	Restricted Stock Units	Weighted-Average Grant Date Fair Value
	(in thousands)
Nonvested at December 31, 2022	189	$	75.90
Granted	—	N/A
Vested	—	N/A
Forfeited/canceled	(189)	$	75.90
Nonvested at December 31, 2023	—	N/A

At December 31, 2023, all of the nonvested restricted stock units with performance, market, and service conditions were forfeited, reducing the nonvested balance to zero.

Employee Stock Purchase Plan

Under the Company’s 2018 Employee Stock Purchase Plan (“ESPP”) eligible employees are granted the right to purchase shares at the lower of 85% of the fair value of the stock at the time of grant or 85% of the fair value at the time of exercise. The right to purchase shares is granted twice yearly for six month offering periods in May and November and exercisable on or about the succeeding November and May, respectively, of each year. Under the ESPP, 0.8 million shares remained available for issuance at December 31, 2023. The Company recognized stock-based compensation expense related to the ESPP of $3.3 million, $3.3 million, and $3.8 million for the years ended December 31, 2023, 2022, and 2021, respectively.

The fair value of ESPP shares granted was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions:


	Year Ended December 31,
	2023	2022	2021
Risk-free interest rate	4.5% - 5.4%	1.4% - 4.5%	0.0% - 0.2%
Expected term (in years)	0.5 - 1	0.5 - 1	0.5 - 1
Volatility	39.8% - 58.5%	39.3% - 65.5%	23.4% - 46.6%

At December 31, 2023, total unrecognized compensation cost related to the 2018 ESPP was $2.8 million and was expected to be recognized over a weighted-average period of approximately one year.

Stock-based compensation expense

Stock-based compensation expense recorded in the Company’s consolidated statements of operations was as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Cost of revenues	$	10,342	$	8,595	$	8,410
Sales and marketing	24,152		26,310		22,756
Research and development	13,095		14,382		11,110
General and administrative	30,381		26,597		23,594
	$	77,970	$	75,884	$	65,870

Stock-based compensation capitalized as an asset was $3.5 million, $2.4 million, and $1.8 million in the years ended December 31, 2023, 2022, and 2021, respectively.

The Company recorded $0.1 million, $0.1 million, and $0.6 million of foreign tax benefits attributable to equity awards for the years ended December 31, 2023, 2022, and 2021, respectively.

Income Taxes - Rollforward of Total Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning gross unrecognized tax benefits	$ 5,513	$ 4,266	$ 2,523
Increases related to prior year tax positions	274	162	400
Increases related to current year tax positions	1,317	1,085	1,343
Ending gross unrecognized tax benefits	$ 7,104	$ 5,513	$ 4,266

Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense related to property and equipment	$ 50,099	$ 42,816	$ 27,128
Property and Equipment
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense related to property and equipment	$ 10,400	$ 9,500	$ 7,600

Convertible Senior Notes - Summary of Notes (Details) - Senior Notes - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
0.125% Convertible Senior Notes Due 2024
Debt Instrument [Line Items]
Principal	$ 250,000	$ 250,000
Unamortized debt issuance costs	(767)	(2,069)
Net carrying amount	249,233	247,931
Convertible Senior Notes due 2026
Debt Instrument [Line Items]
Principal	1,150,000	1,150,000
Unamortized debt issuance costs	(9,392)	(13,625)
Net carrying amount	$ 1,140,608	$ 1,136,375

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 1
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 3
-Subparagraph (SX 210.12-04(a))
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Convertible Senior Notes (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Summary of Notes

The 2024 Notes consisted of the following (in thousands):


	December 31,
	2023		2022
Liability:
Principal	$	250,000	$	250,000

Unamortized debt issuance costs	(767)		(2,069)
Net carrying amount(1)	$	249,233	$	247,931

(1) Net carrying amount as of December 31, 2023 presented within total current liabilities on the consolidated balance sheet.

The 2026 Notes consisted of the following (in thousands):


	December 31
	2023		2022
Liability:
Principal	$	1,150,000	$	1,150,000

Unamortized debt issuance costs	(9,392)		(13,625)
Net carrying amount	$	1,140,608	$	1,136,375

The Company	12 Months Ended
The Company	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
The Company	The Company BlackLine, Inc. and its subsidiaries (the “Company” or “BlackLine”) provide financial accounting close solutions delivered primarily as Software as a Service (“SaaS”). The Company’s solutions enable its customers to address various aspects of their critical processes, including financial close, intercompany accounting, invoice-to-cash, and consolidation. 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 September 12, 2023, the Company acquired Data Interconnect (“DI”), hereinafter referred to as the “DI Acquisition”. DI is a cloud-based Invoice-to-Cash automation vendor within the electronic invoice presentment and payment (“EIPP”) market. The primary purpose of the DI Acquisition was to enhance the Company's existing accounts receivable automation solution by adding EIPP capabilities. This acquisition was not a significant acquisition under Regulation S-X. 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 purchase accounting allocation was finalized during the quarter ended March 31, 2023. Refer to the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the Securities and Exchange Commission (“SEC”) on February 23, 2023 for additional information. The Company is headquartered in Woodland Hills, California. On June 15, 2023, the Company entered into a five-year lease extension for the office in Woodland Hills. This extension increased both the right-of-use asset and lease liability by approximately $7.3 million. The Company has other local offices in Pleasanton, California; New York, New York; and Westport, Connecticut. We also have international office locations in Australia, Canada, France, Germany, India, Japan, the Netherlands, Poland, Romania, Singapore, and the United Kingdom.

Revenues - Schedule of Disaggregation of Revenues by Geographic Region (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenues	$ 589,996	$ 522,938	$ 425,706
United States
Disaggregation of Revenue [Line Items]
Total revenues	422,192	373,423	304,603
International
Disaggregation of Revenue [Line Items]
Total revenues	$ 167,804	$ 149,515	$ 121,103

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Weighted Average Assumptions

The following information represents the weighted average of the assumptions used in the Black-Scholes option-pricing model for stock options granted:

Year Ended December 31,

2023

2022

2021

Expected term (years)

N/A

6.0

Expected volatility

N/A

47.0%

Risk free interest rate

N/A

1.0%

Expected dividend yield

N/A

—

The fair value of ESPP shares granted was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions:


	Year Ended December 31,
	2023	2022	2021
Risk-free interest rate	4.5% - 5.4%	1.4% - 4.5%	0.0% - 0.2%
Expected term (in years)	0.5 - 1	0.5 - 1	0.5 - 1
Volatility	39.8% - 58.5%	39.3% - 65.5%	23.4% - 46.6%

Intangible Assets and Goodwill - Summary of Estimated Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 19,872
2025	14,011
2026	13,597
2027	13,075
2028	12,412
Thereafter	6,089
Net Carrying Amount	$ 79,056	$ 90,864

Income Taxes - Components of Total Provision for (Benefits from) Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current
Federal	$ 272	$ 0	$ 0
State	859	316	63
Foreign	1,844	564	889
Total current tax expense	2,975	880	952
Deferred
Federal	202	(12,709)	0
State	100	(1,503)	0
Foreign	(1,827)	(188)	(817)
Total deferred tax provision	(1,525)	(14,400)	(817)
Total provision for (benefit from) income taxes	$ 1,450	$ (13,520)	$ 135

Leases

12 Months Ended

Dec. 31, 2023

Lessee Disclosure [Abstract]

Leases

The Company has entered into various operating and finance lease agreements for office space and data centers. As of December 31, 2023, the Company had 18 leased properties with remaining lease terms of less than one year to eleven years, some of which include options to extend the leases up to nine years, and some of which include options to terminate the leases within one year.

The components of the lease expense recorded in the consolidated statements of operations were as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Finance lease cost:
Amortization of assets	$	1,020	$	652	$	46
Interest on lease liabilities	45		44		3
Operating lease cost	6,663		5,767		4,792
Short-term lease cost	378		388		336
Variable cost	1,237		1,190		741
Total lease cost	$	9,343	$	8,041	$	5,918

Cash flow and other information related to leases was as follows (in thousands, except percentages):


	Year Ended December 31,
	2023			2022			2021
Cash paid for amounts included in the measurement of lease liabilities
Financing cash flows from finance leases	$	1,036		$	662		$	15

Operating cash flows from operating lease liabilities	$	7,467		$	5,338		$	5,390

Weighted average remaining lease term at end of period (in years):
Finance leases	0.8			1.7			2.9
Operating leases	4.2			3.9			4.3

Weighted average discount rate:
Finance leases	3.5		%	3.7		%	2.2		%
Operating leases	5.7		%	2.8		%	2.3		%

Maturities of lease liabilities at December 31, 2023, for each of the five succeeding fiscal years and thereafter, were (in thousands):



	Finance Leases		Operating Leases
2024	$	787	$	4,676
2025	4		5,825
2026	—		5,010
2027	—		3,639
2028	—		2,836
Thereafter	—		1,073
Total lease payments	791		23,059
Less imputed interest	(9)		(3,213)
Total lease obligations	$	782	$	19,846

Refer to “Note 9 - Property and Equipment” for additional information on finance leases.

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2023
Accounting Policies [Abstract]
Principles of consolidation and basis of presentation	Principles of consolidation and basis of presentation The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the operating results of its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated on consolidation.
Use of estimates	Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, primarily those related to determining the stand-alone selling price for separate deliverables in the Company’s subscription revenue arrangements, allowance for doubtful accounts, cancellations and credits, fair value of assets and liabilities assumed in a business combination, recoverability of goodwill and long-lived assets, useful lives associated with long-lived assets and right-of-use assets, income taxes, contingencies, fair value of contingent consideration, fair value of the convertible senior notes (the “Notes”) issued in August 2019 and March 2021, redemption value of redeemable non-controlling interest, and the valuation and assumptions underlying stock-based compensation. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company at December 31, 2023 and through the date of this report. The accounting matters assessed included, but were not limited to, the Company’s valuation of contingent consideration, the allowance for credit losses, and the carrying value of goodwill and other long-lived assets. While there was not a material impact to the Company’s consolidated financial statements for the year ended December 31, 2023, the Company’s future assessment of these accounting matters and other factors could result in material impacts to the Company’s consolidated financial statements in future reporting periods.
Segments	Segments Management has determined that the Company has one operating segment. Together, our Chief Executive Officers are the chief operating decision maker and review the financial information on a consolidated and aggregate basis, together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance.
Concentration of credit risk and significant customers	Concentration of credit risk and significant customers Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash and cash equivalents, investments in marketable securities and accounts receivable. The Company maintains the majority of its cash balances with one major commercial bank in interest-bearing accounts, which exceeds the Federal Deposit Insurance Corporation, or FDIC, federally insured limits. The Company invests its excess cash in money market mutual funds, commercial paper, U.S. treasury securities, corporate bonds, and U.S. government agencies with two major investment banks. To date, the Company has not experienced any impairment losses on its investments.
Cash and cash equivalents	Cash and cash equivalents The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash includes cash held in checking and savings accounts. Cash equivalents are comprised of investments in money market mutual funds, commercial paper, U.S. treasury securities, corporate bonds, and U.S. government agencies. The carrying value of cash and cash equivalents approximates fair value.
Restricted cash	Restricted cash Included in other assets and prepaid expenses and other current assets was $0.2 million and $0.2 million of restricted cash at December 31, 2023 and 2022, respectively. The cash was required to be restricted for use by the Company’s office leaseholder to collateralize a standby letter of credit.
Investments in marketable securities	Investments in marketable securities The Company periodically assesses its portfolio of marketable securities for impairment. For debt securities in an unrealized loss position, this assessment first takes into account the Company’s intent to sell, or whether it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of these criteria are met, the debt security’s amortized cost basis is written down to fair value through other income (expense), net. For debt securities in an unrealized loss position that do not meet the aforementioned criteria, the Company assesses whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss may exist, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses will be recorded through other income (expense), net, limited by the amount that the fair value is less than the amortized cost basis. Any additional impairment not recorded through an allowance for credit losses is recognized in accumulated other comprehensive loss in the consolidated statements of stockholders’ equity. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when the Company believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.
Accounts receivable and credit losses	Accounts receivable and credit losses Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. The Company makes estimates of expected credit losses and cancellations and credits based upon its assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The estimated credit loss allowance is recorded as general and administrative expenses, while the estimated credit loss allowance for cancellations and credits is recorded as a reduction in revenue on the consolidated statements of operations.
Leases	Leases The Company has leases for office space, equipment, and data centers. The Company determines whether an arrangement is a lease, or contains a lease, at inception if the Company is both able to identify an asset and can conclude it has the right to control the identified asset for a period of time. Leases are included in property and equipment, operating lease right-of-use (“ROU”) assets, finance lease liabilities, and operating lease liabilities on the Company’s consolidated balance sheets. The Company has made accounting policy elections, including a short-term lease exception policy, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with expected terms of 12 months or less), and an accounting policy to account for lease and certain non-lease components as a single component for certain classes of assets. The portfolio approach, which allows a lessee to account for its leases at a portfolio level, was elected for certain equipment leases in which the difference in accounting for each asset separately would not have been materially different from accounting for the assets as a combined unit. Finance lease assets and operating lease ROU assets represent the Company's right to control an underlying asset for the lease term. Finance lease liabilities and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease, both of which are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date or remeasurement date to determine the discount rate used to present value lease payments for finance and operating leases. The incremental borrowing rate used is estimated based on what the Company would be required to pay for a collateralized loan over a similar term. Additionally, the Company generally uses the portfolio approach when applying the discount rate selected based on the dollar amount and term of the obligation. The Company’s leases typically do not include any residual value guarantees, bargain purchase options, or asset retirement obligations. The Company’s lease terms are only for periods in which it has enforceable rights. The Company generally uses the base, non-cancellable lease term when determining the lease assets and liabilities. A lease is no longer enforceable when both the lessee and the lessor each have the right to terminate the lease without permission from the other party with no more than an insignificant penalty. The Company’s lease terms are impacted by options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s agreements may contain variable lease payments. The Company includes variable lease payments that depend on an index or a rate and excludes those which depend on facts or circumstances occurring after the commencement date, other than the passage of time. Additionally, for certain equipment leases, the Company applies a portfolio approach to effectively account for the lease assets and liabilities. Judgment is required when determining whether any of the Company’s data center contracts contain a lease. The Company concluded a lease exists when the asset is specifically identifiable, substantially all the economic benefit of the asset is obtained, and the right to direct the use of the asset exists during the term of the lease.
Property and equipment	Property and equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is generally three to five years for machinery and equipment and purchased software, and five years for furniture and fixtures. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or seven years. Expenditures for repairs and maintenance are expensed as incurred, while renewals and improvements are capitalized. Depreciation expense is charged to operations on a straight-line basis over the estimated useful lives of the assets.
Capitalized internal-use software costs	Capitalized internal-use software costs The Company capitalizes certain costs in the development of its SaaS subscription solution when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project, and (iii) it is probable that the project will be completed and performed as intended. These capitalized costs include personnel and related expenses for employees and costs of third-party contractors who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs incurred for significant upgrades and enhancements to the Company’s SaaS software solutions are also capitalized. Costs incurred for training, maintenance and minor modifications or enhancements are expensed as incurred. Capitalized software development costs are amortized using the straight-line method over an estimated useful life of three years. During the years ended December 31, 2023, 2022, and 2021, the Company amortized $19.1 million, $13.6 million, and $9.0 million, respectively, of internal-use software development costs to subscription and support cost of revenues. At December 31, 2023 and 2022, the accumulated amortization of capitalized internal-use software development costs was $60.6 million and $41.6 million, respectively. The Company capitalizes certain implementation costs incurred in a hosting arrangement that is a service contract. These capitalized costs exclude training costs, project management costs, and data migration costs. Capitalized software implementation costs are amortized using the straight-line method over the terms of the associated hosting arrangements.
Intangible assets	Intangible assets Intangible assets primarily consist of developed technology, customer relationships, and trade names, which were acquired as part of purchase business combinations, as well as a defensive patent that was acquired through a purchase agreement. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from one to 11 years.
Impairment of long-lived assets	Impairment of long-lived assets Management evaluates the recoverability of the Company’s property and equipment, finite-lived intangible assets and capitalized internal-software costs when events or changes in circumstances indicate a potential impairment exists. Events and changes in circumstances considered by the Company in determining whether the carrying value of long-lived assets may not be recoverable include, but are not limited to, significant changes in performance relative to expected operating results, significant changes in the use of the assets, significant negative industry or economic trends, and changes in the Company’s business strategy. Impairment testing is performed at an asset level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (an “asset group”). In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of the asset group. If the undiscounted cash flows for the asset group are less than its net book value, an impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. For the years ended December 31, 2023, 2022, and 2021, we recognized charges for the impairment of cloud computing implementation costs of zero, $5.3 million, and zero, respectively.
Business combinations	Business combinations The results of businesses acquired in business combinations are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of the identifiable assets acquired, and liabilities assumed, and the contingent consideration liability requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination.
Goodwill	Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. Goodwill is tested for impairment at least annually at the reporting unit level or whenever events or changes in circumstances indicate that goodwill might be impaired. Events or changes in circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, unanticipated competition, loss of key personnel, significant changes in the use of the acquired assets or the Company’s strategy, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if an entity concludes otherwise, then it is required to perform an impairment test. The first step involves comparing the estimated fair value of a reporting unit with its book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the fair value of the reporting unit is less than book value, then an impairment charge is recorded for the difference between the reporting unit’s fair value and carrying amount, not to exceed the carrying amount of the goodwill. The Company has one reporting unit, and it tests its goodwill for impairment annually, during the fourth quarter of the calendar year. At December 31, 2023 and 2022, the Company used the quantitative approach to perform its annual goodwill impairment test. The fair value of the Company's reporting unit significantly exceeded the carrying value of its net assets and, accordingly, goodwill was not impaired.
Redeemable non-controlling Interest	Redeemable non-controlling interest The Company's Japanese subsidiary (“BlackLine K.K.”) is not wholly owned. The agreements with the minority investors of BlackLine K.K. contain redemption features whereby the interest held by the minority investors are redeemable either (i) at the option of the minority investors or (ii) at the option of the Company, both beginning on the seventh anniversary of the initial capital contribution. If the interest of the minority investors were to be redeemed under these agreements, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenue of BlackLine K.K. and the Company. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest's share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in capital. These interests are presented on the consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.”
Convertible senior notes	Convertible senior notes The Company accounts for the issued Notes as a liability at face value less unamortized debt issuance costs. The debt issuance costs are being amortized to expense over the respective term of the Notes. To the extent that the Company receives conversion requests prior to the maturity of the Notes, upon settlement of the conversion requests, the difference between the fair value and the amortized book value of the Notes requested for conversion is recorded as a gain or loss on early conversion. The fair value of the Notes are measured based on a similar liability that does not have an associated convertible feature based on the remaining term of the Notes, which requires significant judgment.
Restructuring costs	Restructuring costs The Company records a charge for restructuring when management commits to a restructuring plan, the restructuring plan identifies all significant actions, the period of time to complete the restructuring plan indicates that significant changes to the restructuring plan are not likely, and employees who are impacted have been notified of the pending involuntary termination.
Fair value of financial instruments	Fair value of financial instruments ASC 820, Fair Value Measurement, requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: Level 1: Quoted prices in active markets for identical or similar assets and liabilities. Level 2: Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. At December 31, 2023 and 2022, the carrying values of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of such instruments. Contingent consideration related to acquisitions is recorded at fair value as a liability on the acquisition date and is remeasured at each reporting date, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions management believes would be made by a market participant. Management assesses these estimates on an ongoing basis as additional data impacting the assumptions becomes available. Changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within general and administrative expenses in the consolidated statements of operations. 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. Certain assets, including goodwill and long-lived assets, are also subject to measurement at fair value on a non-recurring basis if they are deemed to be impaired as a result of an impairment review.
Revenue recognition	Revenue recognition Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of subscription and support services and professional services, which are generally capable of being distinct and accounted for as separate performance obligations. The Company’s agreements do not contain any refund provisions other than in the event of the Company’s non-performance or breach. The Company determines revenue recognition through the following steps: •Identification of the contract, or contracts, with a customer; •Identification of performance obligations in the contract; •Determination of the transaction price; •Allocation of the transaction price to performance obligations in the contract; and •Recognition of revenue when, or as, performance obligations are satisfied. The Company recognizes revenue net of any applicable value added or sales tax. Subscription and support revenue – Customers pay subscription and support fees for access to the Company’s SaaS platform. Our subscription contracts have initial terms of one year to three years with renewal options. Fees are based on a number of factors, including the solutions subscribed for by the customer and the number of users having access to the solutions. Subscription services, which includes support, is recognized on a straight-line basis over the non-cancellable contractual term of the arrangement, generally beginning on the date that the Company’s service is made available to the customer. Subscription and support revenue also includes software and related maintenance and support fees on perpetual licenses. Revenues from perpetual licenses are recognized immediately at the time the Company provides the customer with a right to use the software as it exists when made available to the customer. Customers may have purchased perpetual licenses or term-based licenses, which provide customers with the same functionality and differ mainly in the duration over which the customer benefits from the software. Professional services revenue – Professional services consist of implementation and consulting services to assist the Company’s customers as they deploy our solutions. These services are considered distinct performance obligations. Professional services do not result in significant customization of the subscription service. The Company applies the practical expedient to recognize professional services revenue when it has the right to invoice based on time and materials incurred. The Company applies the optional exemption and has excluded the variable consideration from the disclosure of remaining performance obligations. Contracts with Multiple Performance Obligations – The Company’s contracts with customers often contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together, as well as the determination of SSP for each distinct performance obligation, may require significant judgment. The Company typically has more than one SSP for its SaaS solutions and professional services. Additionally, management has determined that there are no third-party offerings reasonably comparable to the Company’s solutions. Therefore, the Company determines the SSPs of subscriptions to the SaaS solutions and professional services based on numerous factors including the Company’s overall pricing objectives, geography, customer size, number of users, and discounting practices. The Company uses historical maintenance renewal fees to estimate SSP for maintenance and support fees bundled with software licenses. The Company uses the residual method to estimate SSP of software licenses, because license pricing is highly variable and not sold separately from maintenance and support. Contract balances – Timing of revenue recognition may differ from the timing of invoicing to customers. The Company records an unbilled receivable when revenue is recognized prior to invoicing, and deferred revenue when revenue is recognized subsequent to invoicing. The Company generally invoices customers annually at the beginning of each annual contract period. Deferred revenue is comprised mainly of billings in advance of revenue being recognized related to the Company’s subscription and support services and professional services arrangements. Changes in deferred revenue for the years ended December 31, 2023, 2022, and 2021 were primarily due to additional billings in the periods, partially offset by revenue recognized of $274.3 million, $239.9 million, and $189.6 million, respectively, that was previously included in the deferred revenue balance at December 31, 2022, 2021, and 2020, respectively. The transaction price is generally determined by the stated fixed fees in the contract, excluding any related sales taxes. Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized (“contracted not recognized”), which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted not recognized revenue was $842.7 million at December 31, 2023, of which the Company expects to recognize approximately 57.3% over the next 12 months and the remainder thereafter. Fees are generally due and payable within 30 days. None of the Company’s contracts include a significant financing component. Assets recognized from the costs to obtain a contract with a customer – The Company recognizes an asset for the incremental and recoverable costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be one year or longer. The Company has determined that certain sales incentive programs to the Company’s employees (“deferred customer contract acquisition costs”) and its partners (“partner referral fees”) meet the requirements to be capitalized. Deferred customer acquisition costs related to new revenue contracts and upsells are deferred and then amortized on a straight-line basis over the expected period of benefit, which the Company has determined to be five years, based upon both the product turnover rate and estimated customer life. The Company enters into partnership arrangements where partner referral fees are paid either on the initial contract or on both the initial contract and renewal of the contract. The Company assesses whether the renewal fee is commensurate with the initial fee. When the renewal fee is commensurate with the initial fee, the Company amortizes the deferred costs over the initial year of the contract. Otherwise, the initial fee is amortized over five years. Deferred customer acquisition costs and partner referral fees are included within other assets on the consolidated balance sheets.
Cost of revenues	Cost of revenues Cost of revenues primarily consists of costs related to hosting the Company’s cloud-based application suite, salaries and benefits of operations and support personnel, including stock-based compensation, professional fees, and amortization of capitalized internal-use software costs. The Company allocates a portion of overhead, such as rent, information technology costs and depreciation and amortization to cost of revenues. Costs associated with providing professional services are expensed as incurred when the services are performed. In addition, subscription and support cost of revenues includes amortization of acquired developed technology.
Sales and marketing	Sales and marketing Sales and marketing expenses consist primarily of compensation and employee benefits, including stock-based compensation, of sales and marketing personnel and related sales support teams, sales and partner commissions, marketing events, advertising costs, computer software-related costs, travel, trade shows, other marketing materials, and allocated overhead. Sales and marketing expenses also include amortization of customer relationship intangible assets, transaction-related costs, and impairment of cloud computing implementation costs. Advertising costs are expensed as incurred and totaled $11.8 million, $9.5 million, and $9.0 million for the years ended December 31, 2023, 2022, and 2021, respectively.
Research and development	Research and development Research and development expenses are comprised primarily of salaries, benefits and stock-based compensation associated with the Company’s engineering, product and quality assurance personnel. Research and development expenses also include third-party contractors and supplies, computer software-related costs, transaction-related costs, and allocated overhead. Other than software development costs that qualify for capitalization, as discussed above, research and development costs are expensed as incurred.
General and administrative	General and administrative General and administrative expenses consist primarily of personnel costs associated with the Company’s executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional fees, other corporate-related expenses and allocated overhead. General and administrative expenses also include amortization of covenant not-to-compete and trade name intangible assets, the change in value of the contingent consideration, transaction-related costs, and impairment of cloud computing implementation costs.
Stock-based compensation	Stock-based compensation The Company accounts for stock-based compensation awards granted to employees and directors based on the awards’ estimated grant date fair value. The Company estimates the fair value of its stock options using the Black-Scholes option-pricing model. For awards that vest solely based on continued service (“service-only vesting conditions”), the resulting fair value is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for the award, usually the vesting period, which is generally four years. The Company recognizes the fair value of restricted stock units with performance and service conditions and restricted stock units with performance, market, and service conditions based upon the probability of the performance conditions being met, using the graded vesting method. The Company accounts for forfeitures when they occur rather than estimate a forfeiture rate. Determining the grant date fair value of options using the Black-Scholes option-pricing model requires management to make assumptions and judgments. These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded. The assumptions and estimates are as follows: Value per share of the Company’s common stock. For awards granted subsequent to the Company’s initial public offering, the fair value of common stock is based on the closing price of the Company’s common stock, as reported on the Nasdaq, on the date of grant. Expected volatility. The Company determines the expected volatility based on a weighted average of the historical volatility of its common stock and, as applicable, the historical average volatilities of similar publicly-traded companies, corresponding to the expected term of the awards. Expected term. The Company determines the expected term of awards which contain service-only vesting conditions using the simplified approach, in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award, as the Company does not have sufficient historical data relating to stock option exercises. The expected term for the Company’s ESPP represents the amount of time remaining in the 12-month offering period. Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect during the period the options were granted corresponding to the expected term of the awards. Estimated dividend yield. The estimated dividend yield is zero, as the Company does not currently intend to declare dividends in the foreseeable future.
Income taxes	Income taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statements of operations in the period that includes the enactment date. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties accrued with respect to uncertain tax positions, if any, in the provision for income taxes in the consolidated statements of operations.
Net income (loss) per share	Net income (loss) per share Basic net income per share is calculated by dividing net income attributable to BlackLine, Inc. by the weighted average number of shares of common stock outstanding. For periods where the Company reports net income, the Company will calculate diluted net income per share attributable to BlackLine, Inc. by adjusting the denominator for potentially dilutive common shares, which are based on the weighted average number of shares of common stock underlying stock options and unvested stock awards using the treasury stock method, as well as for the potential impact of our Notes using the treasury stock method or the if-converted method, as applicable. Under the if-converted method, the numerator is adjusted by adding back interest expense, net of any tax impact. For periods where the Company reports net losses, the Company will calculate diluted net loss per share attributable to BlackLine, Inc. by excluding from the denominator potentially dilutive common shares, which are based on the weighted average number of shares of common stock underlying stock options and unvested stock awards, as well as the potential impact of our Notes, as they are antidilutive. For these periods, basic net loss per share attributable to BlackLine, Inc. is equivalent to diluted net loss per share attributable to BlackLine, Inc.
Foreign currency	Foreign currency The Company’s functional currency for its foreign subsidiaries is the U.S. Dollar (“USD”), with the exception of its BlackLine K.K. subsidiary, for which the Japanese Yen is the functional currency. The foreign exchange impacts of remeasuring the local currency of the foreign subsidiaries to the functional currency is recorded in general and administrative expenses in the Company’s consolidated statements of operations. Monetary assets and liabilities of foreign operations are remeasured at balance sheet date exchange rates, non-monetary assets and liabilities and equity are remeasured at the historical exchange rates, while results of operations are remeasured at average exchange rates in effect for the period. Foreign currency transaction gains totaled $0.6 million for the year ended December 31, 2023 and foreign currency transaction losses totaled $1.9 million and $1.0 million for the years ended December 31, 2022 and 2021, respectively. The financial statements of BlackLine K.K. are translated to USD using balance sheet date exchange rates for monetary assets and liabilities, historical rates of exchange for non-monetary assets and liabilities and equity, and average exchange rates in the period for revenues and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity in the consolidated balance sheets.
Recently-adopted and recently-issued accounting pronouncements	Recently-adopted accounting pronouncements There were no recently adopted accounting pronouncements during the year ended December 31, 2023. Recently-issued accounting pronouncements not yet adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. This standard expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. For public business entities, it is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that the updated standard will have on our disclosures within our consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. For public business entities, it is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that the updated standard will have on our disclosures within our consolidated financial statements.