Form 8-K
0001666134 False 0001666134 2020-04-30 2020-04-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 30, 2020

_______________________________

BLACKLINE, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware001-3792446-3354276
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

21300 Victory Boulevard, 12th Floor

Woodland Hills, California 91367

(Address of Principal Executive Offices) (Zip Code)

(818) 223-9008

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareBLNASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

On April 30, 2020, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number Description
   
99.1 Press Release dated April 30, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 BLACKLINE, INC.
   
  
Date: April 30, 2020By: /s/ Mark Partin        
  Mark Partin
  Chief Financial Officer
  

 

EdgarFiling

EXHIBIT 99.1

BlackLine Announces First Quarter Financial Results

LOS ANGELES, April 30, 2020 (GLOBE NEWSWIRE) -- BlackLine, Inc. (Nasdaq: BL), today announced financial results for the first quarter ended March 31, 2020.

Therese Tucker, Founder and CEO, commented, “We delivered strong first quarter results despite the impact of the slowdown from COVID-19 starting in March.  I am extremely proud of our team, their dedication to our customers, and their focus on the safety of our employees.  In recent weeks, we established COVID-19 customer relief programs including making our training library and a number of other resources for guidance and best practices available to help our community of global accounting and finance professionals in these challenging times.  Despite the ongoing macro uncertainties, BlackLine remains at the center of massive, long-term market opportunities across modern accounting and digital transformation.  We have confidence that our customers and BlackLine will emerge stronger, and we’re working hard to ensure that.”

First Quarter 2020 Financial Highlights

Key Metrics and Recent Business Highlights

Financial Outlook

Second Quarter 2020

Full Year 2020

Guidance for non-GAAP net income attributable to BlackLine and net income attributable to BlackLine per share does not include the impact of the provision for (benefit from) income taxes that we were able to recognize as a result of the deferred tax liabilities associated with the intangible assets established upon the acquisition in the fourth quarter of 2016 of Runbook B.V. (the “Runbook Acquisition”), amortization of acquired intangible assets resulting from the acquisition of the company by its principal stockholders in 2013 (the “2013 Acquisition”) and the Runbook Acquisition, stock-based compensation, the amortization of debt discount and issuance costs, the change in fair value of contingent consideration, costs incurred with our shelf offering, and the adjustment to the value of the redeemable non-controlling interest to the redemption amount.  Reconciliations of non-GAAP net income attributable to BlackLine and net income attributable to BlackLine per share guidance to the most directly comparable U.S. GAAP measures, or net income (loss) attributable to BlackLine and net income (loss) attributable to BlackLine per share, are not available on a forward-looking basis without unreasonable efforts due to the unpredictability and complexity of the charges excluded from non-GAAP net income attributable to BlackLine and net income  attributable to BlackLine per share. The company expects the variability of the above changes could have a significant, and potentially unpredictable, impact on its future GAAP net income (loss) attributable to BlackLine and net income (loss) attributable to BlackLine per share.

Quarterly Conference Call
BlackLine, Inc. will hold a conference call to discuss its first quarter results at 2:00 p.m. Pacific time on Thursday, April 30, 2020. A live audio webcast will be accessible on BlackLine’s investor relations website at https://investors.blackline.com. The call can also be accessed domestically at (844) 229-7595 and internationally at (314) 888-4260, passcode 5576599. A telephonic replay will be available through Thursday, May 7, 2020 at (855) 859-2056 or (404) 537-3406, passcode 5576599. A replay of the webcast will be available at https://investors.blackline.com/ for 12 months. BlackLine has used, and intends to continue to use, its Investor Relations website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

About BlackLine
Companies come to BlackLine, Inc. (Nasdaq: BL) because their traditional manual accounting processes are not sustainable. BlackLine’s cloud-based solutions and market-leading customer service help companies move to modern accounting by unifying their data and processes, automating repetitive work, and driving accountability through visibility. BlackLine provides solutions for financial close management, accounting automation, and intercompany governance, helping large enterprises and midsize companies across all industries do accounting work better, faster, and with more control.

More than 3,000 customers trust BlackLine to help them close faster with complete and accurate results. The company is the pioneer and recognized Leader in Gartner’s 2019 Magic Quadrant for Cloud Financial Close Solutions. Based in Los Angeles, BlackLine also has regional headquarters in London, Singapore, and Sydney. For more information, please visit blackline.com.

Forward-looking Statements
This release and the conference call referenced above contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “plan,” anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential,” “would,” “continue,” “ongoing” or the negative of these terms or other comparable terminology.  Forward-looking statements in this release and quarterly conference call include, but are not limited to, statements regarding BlackLine’s future financial and operational performance, including, without limitation, GAAP and non-GAAP guidance for the second quarter of 2020, our expectations for our business in 2020, the impact of the COVID-19 pandemic on our business, including expected delays in deals in EMEA and the North American mid-market, expected delays in large digital transformation deals, decreased services revenue due to the delayed implementation of projects, expected delays in deals coming from our SAP relationship, certain expected savings due to COVID-19 cost reductions, extended billing and payment terms for customers impacted by COVID-19, decreased sales initiatives in industries most impacted by COVID-19 and expectations regarding COVID-19 customer relief programs, our ability to execute on our long-term plans and key initiatives, expectations regarding user count, billings, free cash flow, revenue mix, gross margin, operating expenses, working capital, capital expenditures, and investments in teams and infrastructure, market opportunity, competitive position, the demand for and benefits from the use of BlackLine’s current and future solutions, growth strategies including customer growth, extension of distribution channels, sales strategy and product innovation, expansion of relationships with partners and customer service initiatives.

Any forward-looking statements contained in this press release or the quarterly conference call are based upon BlackLine’s historical performance and its current plans, estimates and expectations and are not a representation that such plans, estimates, or expectations will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith beliefs and assumptions as of that time with respect to future events,and are subject to risks and uncertainties.  If any of these risks or uncertainties materialize or if any assumptions prove incorrect, actual performance or results may differ materially from those expressed in or suggested by the forward looking statements. These risks and uncertainties include, but are not limited to risks related to the company’s ability to attract new customers and expand sales to existing customers; the extent to which customers renew their subscription agreements or increase the number of users; the company’s ability to manage growth and scale effectively, including additional headcount and entry into new geographies; the company’s ability to provide successful enhancements, new features and modifications to its software solutions; the company’s ability to develop new products and software solutions and the success of any new product and service introductions; the success of the company’s strategic relationships with technology vendors and business process outsourcers, channel partners and alliance partners; any breaches of the company’s security measures; a disruption in the company’s hosting network infrastructure; costs and reputational harm that could result from defects in the company’s solution; the loss of any key employees; the impact of the COVID-19 pandemic and related measures taken by governments and private industry; continued strong demand for the company’s software in the United States, Europe, Asia Pacific and Latin America; the company’s ability to compete as the financial close management provider for organizations of all sizes; the timing and success of solutions offered by competitors; changes in the proportion of the company’s customer base that is comprised of enterprise or mid-sized organizations; the company’s ability to expand its enterprise and mid-market sales teams and effectively manage its sales forces and their performance and productivity; fluctuations in our financial results due to long and increasingly variable sales cycles, failure to protect the company’s intellectual property; the company’s ability to integrate acquired businesses and technologies successfully or achieve the expected benefits of such transactions; unpredictable and uncertain macro and regional economic conditions; seasonality; changes in current tax or accounting rules; cyber attacks and the risk that the company’s security measures may not be sufficient to secure its customer or confidential data adequately; acts of terrorism or other vandalism, war or natural disasters; the impact of any determination of deficiencies or weaknesses in our internal controls and processes; and other risks and uncertainties described in the other filings we make with the Securities and Exchange Commission from time to time, including the risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on February 27, 2020. Additional information will also be set forth in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. Forward-looking statements should not be read as a guarantee of future performance or results, and you should not place undue reliance on such statements.  Except as required by law, we do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.  All of the information in this press release is subject to completion of year-end financial reporting processes, reviews and audit.

Use of Non-GAAP Financial Measures
To supplement its consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles, or GAAP, BlackLine has provided in this release and the quarterly conference call held on April 30, 2020 certain financial measures that have not been prepared in accordance with GAAP defined as “non-GAAP financial measures,” which include (i) non-GAAP gross profit and non-GAAP gross margin, (ii) non-GAAP operating expenses, (iii) non-GAAP income (loss) from operations, (iv) non-GAAP net income (loss) and non-GAAP net income (loss) per share, (v) and free cash flow.

BlackLine’s management uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to the corresponding GAAP measures, in evaluating BlackLine’s ongoing operational performance and trends and in comparing its financial measures with other companies in the same industry, many of which present similar non-GAAP financial measures to help investors understand the operational performance of their businesses.  However, it is important to note that the particular items BlackLine excludes from, or includes in, its non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies in the same industry. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of the non-GAAP financial measures to such GAAP measures has been provided in the tables included as part of this press release.

Non-GAAP Gross Profit and Non-GAAP Gross Margin.  Non-GAAP gross profit is defined as GAAP revenues less GAAP cost of revenue adjusted for the amortization of acquired developed technology resulting from the 2013 Acquisition and the Runbook Acquisition and stock-based compensation. Non-GAAP gross margin is defined as non-GAAP gross profit divided by GAAP revenues. BlackLine believes that presenting non-GAAP gross margin is useful to investors as it eliminates the impact of certain non-cash expenses and allows a direct comparison of gross margin between periods.

Non-GAAP Subscription Gross Margin.  Non-GAAP subscription gross margin is defined as non-GAAP subscription gross profit divided by GAAP subscription revenues. BlackLine believes that presenting non-GAAP subscription gross margin is useful to investors as it eliminates the impact of certain non-cash expenses and allows a direct comparison of subscription gross margin between periods.

Non-GAAP Operating Expenses.  Non-GAAP operating expenses include (a) non-GAAP sales and marketing expense, (b) non-GAAP research and development expense and (c) non-GAAP general and administrative expense.  Non-GAAP sales and marketing expense is defined as GAAP sales and marketing expense adjusted for the amortization of acquired intangibles resulting from the 2013 Acquisition and the Runbook Acquisition and stock-based compensation.  Non-GAAP research and development expense is defined as GAAP research and development expense adjusted for stock-based compensation.  Non-GAAP general and administrative expense is defined as GAAP general and administrative expense as adjusted for the amortization of acquired intangibles resulting from the 2013 Acquisition and Runbook Acquisition, stock-based compensation, the change in fair value of contingent consideration, and costs incurred in connection with our shelf offering.  BlackLine believes that presenting each of the non-GAAP operating expenses is useful to investors as it eliminates the impact of certain cash and non-cash expenses and allows a direct comparison of operating expenses between periods.

Non-GAAP Income (Loss) from Operations. Non-GAAP income (loss) from operations is defined as GAAP income (loss) from operations adjusted for the amortization of acquired intangible assets resulting from the 2013 Acquisition and the Runbook Acquisition, stock-based compensation, the change in fair value of contingent consideration, and costs incurred in connection with our shelf offering. The company believes that presenting non-GAAP income (loss) from operations is useful to investors as it eliminates the impact of items that have been impacted by the 2013 Acquisition and the Runbook Acquisition and other related costs in order to allow a direct comparison of loss from operations between all periods presented.

Non-GAAP Net Income (Loss) attributable to BlackLine. Non-GAAP net income (loss) is defined as GAAP net income (loss) adjusted for the impact of the provision for (benefit from) income taxes that we were able to recognize as a result of the deferred tax liabilities associated with the intangible assets established upon the 2013 Acquisition and the Runbook Acquisition, amortization of acquired intangible assets resulting from the 2013 Acquisition and the Runbook Acquisition, stock-based compensation, the amortization of debt discount and issuance costs from our convertibles notes,  the change in the fair value of contingent consideration, costs incurred in connection with our shelf offering, and the adjustment to the value of the redeemable non-controlling interest to the redemption amount.  Non-GAAP diluted net income (loss) per common share includes the adjustment for shares resulting from the elimination of stock-based compensation.  The company believes that presenting non-GAAP net income (loss) is useful to investors as it eliminates the impact of items that have been impacted by the 2013 Acquisition and the Runbook Acquisition and other related costs in order to allow a direct comparison of net loss between all periods presented.

Free Cash Flow. Free cash flow is defined as cash flows provided by operating activities less cash flows used to purchase property and equipment and capitalized software development. BlackLine believes that presenting free cash flow is useful to investors as it provides a measure of the company’s liquidity used by management to evaluate the amount of cash generated by the company’s business including the impact of purchases of property and equipment and cost of capitalized software development.

Use of Operating Metrics
BlackLine has provided in this release and the quarterly conference call held on April 30, 2020 certain operating metrics, including (i) number of customers, (ii) number of users and (iii) dollar-based net revenue retention rate, which BlackLine uses to evaluate its business, measure its performance, identify trends affecting its business, formulate financial projections and make strategic decisions.  These operating metrics exclude the impact of Runbook licensed customers and users as these customers did not have an active subscription agreement with BlackLine as of March 31, 2020.

Dollar-based Net Revenue Retention Rate.  Dollar-based net revenue retention rate is calculated as the implied monthly subscription and support revenue at the end of a period for the base set of customers from which the company generated subscription revenue in the year prior to the calculation, divided by the implied monthly subscription and support revenue one year prior to the date of calculation for that same customer base. This calculation does not reflect implied monthly subscription and support revenue for new customers added during the one-year period but does include the effect of customers who terminated during the period.  Implied monthly subscription and support revenue is defined as the total amount of minimum subscription and support revenue contractually committed to, under each of BlackLine’s customer agreements over the entire term of the agreement, divided by the number of months in the term of the agreement.  BlackLine believes that dollar-based net revenue retention rate is an important metric to measure the long-term value of customer agreements and the company’s ability to retain and grow its relationships with existing customers over time. 

Number of Customers. A customer is defined as an entity with an active subscription agreement as of the measurement date. In situations where an organization has multiple subsidiaries or divisions, each entity that is invoiced as a separate entity is treated as a separate customer. In an instance where an existing customer requests its invoice be divided for the sole purpose of restructuring its internal billing arrangement without any incremental increase in revenue, such customer continues to be treated as a single customer.  BlackLine believes that its ability to expand its customer base is an indicator of the company’s market penetration and the growth of its business.

Number of Users. Historically, BlackLine’s products were priced based on the number of users of its platform. Over time, the company has begun to sell an increasing number of non-user based products with fixed or transaction-based pricing.  For this reason, we believe the growth in the number of total users is less correlated to the growth of the business overall.

Media Contact:
BlackLine
Kimberly Uberti
Kimberly.uberti@blackline.com

Investor Relations Contact:
BlackLine
Alexandra Geller
Alex.geller@blackline.com



BlackLine, Inc.
Consolidated Balance Sheets
(in thousands)
(unaudited)
   
  March 31, 2020 December 31, 2019
ASSETS    
Cash and cash equivalents $310,989  $120,232 
Marketable securities  302,978   487,515 
Accounts receivable, net of allowance  90,057   102,829 
Prepaid expenses and other current assets  16,572   12,830 
Total current assets  720,596   723,406 
Capitalized software development costs, net  11,015   10,032 
Property and equipment, net  13,155   13,024 
Intangible assets, net  15,977   17,520 
Goodwill  185,138   185,138 
Operating lease right-of-use assets  11,449   12,549 
Other assets  54,044   52,883 
Total assets $1,011,374  $1,014,552 
     
LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST, AND STOCKHOLDERS' EQUITY 
Accounts payable $11,357  $7,401 
Accrued expenses and other current liabilities  20,378   30,098 
Deferred revenue  161,289   162,552 
Short-term portion of operating lease liabilities  4,555   4,938 
Short-term portion of contingent consideration  2,008   2,008 
Total current liabilities  199,587   206,997 
Operating lease liabilities  9,734   10,606 
Convertible senior notes, net  389,875   384,343 
Contingent consideration  4,499   4,354 
Deferred tax liabilities  4,584   4,571 
Deferred revenue, noncurrent  128   163 
Total liabilities  608,407   611,034 
     
Redeemable non-controlling interest  6,778   4,905 
     
Stockholders' equity:    
Common stock  564   559 
Additional paid-in capital  569,799   561,275 
Accumulated other comprehensive income  66   377 
Accumulated deficit  (174,240)  (163,598)
Total stockholders' equity  396,189   398,613 
     
Total liabilities, redeemable non-controlling interest, and stockholders' equity$1,011,374  $1,014,552 
     


 
BlackLine, Inc.
Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
     
  Quarter Ended
  March 31,
  2020  2019 
Revenues    
Subscription and support $77,035  $61,274 
Professional services  5,563   2,855 
Total revenues  82,598   64,129 
Cost of revenues    
Subscription and support  11,380   10,832 
Professional services  4,685   2,786 
Total cost of revenues  16,065   13,618 
Gross profit  66,533   50,511 
Operating expenses    
Sales and marketing  44,785   35,848 
Research and development  11,747   10,307 
General and administrative  17,338   13,679 
Total operating expenses  73,870   59,834 
Loss from operations  (7,337)  (9,323)
Other income (expense)    
Interest income  2,409   695 
Interest expense  (5,685)   
Other income (expense), net  (3,276)  695 
Loss before income taxes  (10,613)  (8,628)
Provision for income taxes (a)  357   403 
Net loss  (10,970)  (9,031)
Net loss attributable to non-controlling interest  (328)  (250)
Adjustment attributable to non-controlling interest  2,201    
Net loss attributable to BlackLine, Inc. $(12,843) $(8,781)
     
Basic net loss attributable to BlackLine, Inc. per share:    
Basic net loss attributable to BlackLine, Inc. per share $(0.23) $(0.16)
Shares used to calculate basic net loss per share  56,174   54,835 
Diluted net loss attributable to BlackLine, Inc. per share:    
Diluted net loss attributable to BlackLine, Inc. per share $(0.23) $(0.16)
Shares used to calculate diluted net loss per share  56,174   54,835 
     
(a) During the fourth quarter the Company identified prior period errors related to its provision for income taxes that were calculated in connection with the adoption of ASC 606, Revenue from Contracts and Customers. Although management has concluded that such errors were immaterial to the previously issued financial statements, the Company is revising its 2019 unaudited quarterly financial statements. The Q1 2019 condensed consolidated financial information included herein has also been revised to reflect an increase in tax expense and a corresponding decrease in net income of $0.2 million.
 


 
BlackLine, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
     
  Quarter Ended
  March 31,
   2020   2019 
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss attributable to BlackLine, Inc. $(12,843) $(8,781)
Net loss and adjustment attributable to redeemable non-controlling interest  1,873   (250)
Net loss  (10,970)  (9,031)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation and amortization  4,570   5,689 
Change in fair value of contingent consideration  145   (9)
Amortization of debt discount and issuance costs  5,532    
Stock-based compensation  9,456   6,452 
Noncash lease expense  1,230   1,245 
Accretion of purchase discounts on marketable securities, net  (523)  (409)
Net foreign currency losses  826   128 
Deferred income taxes  13   320 
Provision for doubtful accounts receivable  69   25 
Changes in operating assets and liabilities    
Accounts receivable  12,147   2,333 
Prepaid expenses and other current assets  (1,499)  1,789 
Other assets  (1,167)  (2,499)
Accounts payable  1,253   826 
Accrued expenses and other current liabilities  (10,014)  (6,362)
Deferred revenue  (1,298)  3,869 
Operating lease liabilities  (1,253)  (1,340)
Net cash provided by operating activities  8,517   3,026 
     
CASH FLOWS FROM INVESTING ACTIVITIES:    
Purchases of marketable securities  (116,400)  (29,975)
Proceeds from maturities of marketable securities  289,149   31,795 
Proceeds from sales of marketable securities  12,000    
Capitalized software development costs  (2,289)  (1,232)
Purchases of property and equipment  (1,152)  (1,103)
Net cash provided by (used in) investing activities  181,308   (515)
     
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from exercises of stock options  4,656   2,764 
Acquisition of common stock for tax withholding obligations  (3,562)  (1,729)
Financed purchases of property and equipment  (169)   
Net cash provided by financing activities  925   1,035 
     
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash     (56)
Net increase in cash, cash equivalents, and restricted cash  190,750   3,490 
Cash, cash equivalents, and restricted cash, beginning of period  120,502   46,455 
Cash, cash equivalents, and restricted cash, end of period $311,252  $49,945 
     
Cash and cash equivalents at end of period $310,989  $49,676 
Restricted cash included within prepaid expenses and other current assets at end of period  19    
Restricted cash included within other assets at end of period  244   269 
Total cash, cash equivalents, and restricted cash at end of period shown in the consolidated statements of cash flows $311,252  $49,945 
     


 
BlackLine, Inc.
Reconciliations of Non-GAAP Financial Measures
(in thousands, except percentages and per share data)
(unaudited)
     
  Quarter Ended
  March 31,
   2020   2019 
Non-GAAP Gross Profit    
Gross profit $66,533  $50,511 
Amortization of developed technology  175   1,711 
Stock-based compensation  1,323   888 
Total Non-GAAP Gross Profit $68,031  $53,110 
Gross margin  80.6%  78.8%
Non-GAAP gross margin  82.4%  82.8%
     
Non-GAAP Operating Income:    
Loss from operations $(7,337) $(9,323)
Amortization of intangible assets  1,543   3,077 
Stock-based compensation  9,456   6,452 
Change in fair value of contingent consideration  145   (9)
Shelf offering costs     212 
Total non-GAAP operating income $3,807  $409 
     
Non-GAAP Net Income Attributable to BlackLine, Inc.    
Net loss attributable to BlackLine, Inc. $(12,843) $(8,781)
Provision for (benefit from) income taxes  (16)   
Amortization of intangible assets  1,543   3,077 
Stock-based compensation  9,456   6,452 
Amortization of debt discount and issuance costs  5,532    
Change in fair value of contingent consideration  145   (9)
Shelf offering costs     212 
Adjustment to redeemable non-controlling interest  2,201    
Total non-GAAP net income attributable to BlackLine, Inc. $6,018  $951 
Basic non-GAAP net income attributable to BlackLine, Inc. per share:  
Basic non-GAAP net income attributable to BlackLine, Inc. per share $0.11  $0.02 
Shares used to calculate basic non-GAAP net income per share  56,174   54,835 
Diluted non-GAAP net income attributable to BlackLine, Inc. per share:  
Diluted non-GAAP net income attributable to BlackLine, Inc. per share$0.10  $0.02 
Shares used to calculate diluted non-GAAP net income per share  59,519   58,089 
     
     
  Quarter Ended
  March 31,
   2020   2019 
Non-GAAP Sales and Marketing Expense:    
Sales and marketing expense $44,785  $35,848 
Amortization of intangible assets  (969)  (968)
Stock-based compensation  (4,393)  (2,994)
Total non-GAAP sales and marketing expense $39,423  $31,886 
     
Non-GAAP Research and Development Expense:    
Research and development expense $11,747  $10,307 
Stock-based compensation  (1,229)  (944)
Total non-GAAP research and development expense $10,518  $9,363 
     
Non-GAAP General and Administrative Expense:    
General and administrative expense $17,338  $13,679 
Amortization of intangible assets  (399)  (398)
Stock-based compensation  (2,511)  (1,626)
Change in fair value of contingent consideration  (145)  9 
Shelf offering costs     (212)
Total non-GAAP general and administrative expense $14,283  $11,452 
     
Total Non-GAAP Operating Expenses $64,224  $52,701 
     
Free Cash Flow    
Net cash provided by operating activities $8,517  $3,026 
Capitalized software development costs  (2,289)  (1,232)
Purchases of property and equipment  (1,152)  (1,103)
Financed purchases of property and equipment  (169)   
Free cash flow $4,907  $691