Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020 | |
Document and Entity Information [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | JAMF HOLDING CORP. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001721947 |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | |||||||
Cash and cash equivalents | $ 177,457 | $ 32,433 | $ 32,790 | $ 39,240 | $ 33,912 | ||
Trade accounts receivable, net | 64,151 | 46,513 | 30,854 | ||||
Income taxes receivable | 672 | 14 | 65 | ||||
Deferred contract costs, current | 8,528 | 5,553 | 2,526 | ||||
Prepaid expenses | 16,565 | 10,935 | 6,682 | ||||
Other current assets | 764 | 3,133 | 922 | ||||
Total current assets | 268,137 | 98,581 | 80,289 | ||||
Equipment and leasehold improvements, net | 10,934 | 12,477 | 9,228 | ||||
Goodwill | 539,818 | $ 539,818 | 539,818 | 539,818 | $ 529,145 | 501,145 | 499,892 |
Other intangible assets, net | 210,120 | 235,099 | 252,171 | ||||
Deferred contract costs, noncurrent | 23,433 | 16,234 | 8,461 | ||||
Other assets | 2,842 | 2,599 | 2,090 | ||||
Total assets | 1,055,284 | 904,808 | 853,384 | ||||
Current liabilities: | |||||||
Accounts payable | 6,672 | 3,684 | 2,343 | ||||
Accrued liabilities | 21,521 | 26,927 | 18,809 | ||||
Income taxes payable | 1,294 | 819 | 147 | ||||
Deferred revenues | 151,532 | 120,089 | 86,220 | ||||
Total current liabilities | 181,019 | 151,519 | 107,519 | ||||
Deferred revenues, noncurrent | 36,706 | 20,621 | 14,442 | ||||
Deferred tax liability | 12,774 | 18,133 | 26,384 | ||||
Debt | 201,319 | 171,749 | |||||
Other liabilities | 9,399 | 9,338 | 196 | ||||
Total liabilities | 239,898 | 400,930 | 320,290 | ||||
Stockholders' equity: | |||||||
Common stock, $0.001 par value, 132,000,000 shares authorized, 102,843,612 and 102,649,701 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 117 | 103 | 103 | ||||
Additional paid-in capital | 894,056 | 568,756 | 565,372 | ||||
Accumulated deficit | (78,787) | (64,981) | (32,381) | ||||
Total stockholders' equity | 815,386 | $ 496,843 | 503,878 | $ 514,381 | $ 518,289 | 533,094 | $ 565,265 |
Total liabilities and stockholders' equity | $ 1,055,284 | $ 904,808 | $ 853,384 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Jul. 24, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS | ||||
Allowance | $ 513 | $ 200 | $ 100 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 132,000,000 | 132,000,000 |
Common stock, shares issued | 116,463,284 | 102,843,612 | 102,649,701 | |
Common stock, shares outstanding | 116,463,284 | 102,843,612 | 102,649,701 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues [Abstract] | ||||||
Revenue | $ 70,404 | $ 54,568 | $ 193,025 | $ 147,006 | $ 204,027 | $ 146,562 |
Cost of revenue: | ||||||
Amortization expense | 2,679 | 2,634 | 8,034 | 7,588 | 10,266 | 8,969 |
Total cost of revenue | 15,239 | 14,076 | 43,897 | 40,602 | 56,029 | 49,303 |
Gross profit | 55,165 | 40,492 | 149,128 | 106,404 | 147,998 | 97,259 |
Operating expenses: | ||||||
Sales and marketing | 23,251 | 16,962 | 65,735 | 48,850 | 71,006 | 51,976 |
Research and development | 12,736 | 10,919 | 37,282 | 29,453 | 42,829 | 31,515 |
General and administrative | 13,921 | 6,779 | 31,813 | 21,576 | 32,003 | 22,270 |
Amortization expense | 5,633 | 5,627 | 16,941 | 16,886 | 22,416 | 21,491 |
Total operating expenses | 55,541 | 40,287 | 151,771 | 116,765 | 168,254 | 127,252 |
Income (loss) from operations | (376) | 205 | (2,643) | (10,361) | (20,256) | (29,993) |
Interest expense, net | (1,207) | (5,473) | (10,675) | (16,425) | (21,423) | (18,203) |
Foreign currency transaction loss | (154) | (861) | (471) | (1,311) | (1,252) | (418) |
Other income, net | 55 | 91 | 165 | 220 | 221 | |
Loss before income tax benefit | (6,950) | (6,074) | (18,911) | (27,932) | (42,711) | (48,393) |
Income tax benefit | 1,857 | 1,404 | 5,105 | 6,581 | 10,111 | 12,137 |
Net loss | $ (5,093) | $ (4,670) | $ (13,806) | $ (21,351) | $ (32,600) | $ (36,256) |
Net loss per share, basic and diluted | $ (0.04) | $ (0.05) | $ (0.13) | $ (0.21) | $ (0.32) | $ (0.35) |
Weighted-average shares used to compute net loss per share, basic and diluted | 113,203,074 | 102,791,023 | 106,333,836 | 102,727,198 | 102,752,092 | 102,325,465 |
Subscription | ||||||
Revenues [Abstract] | ||||||
Revenue | $ 57,933 | $ 41,916 | $ 160,989 | $ 112,872 | $ 159,111 | $ 100,350 |
Cost of revenue: | ||||||
Cost of revenue | 10,117 | 8,045 | 28,127 | 22,425 | 31,539 | 24,088 |
Services/Professional Services | ||||||
Revenues [Abstract] | ||||||
Revenue | 3,605 | 5,234 | 10,066 | 14,529 | 19,008 | 20,206 |
Cost of revenue: | ||||||
Cost of revenue | 2,443 | 3,397 | 7,736 | 10,589 | 14,224 | 16,246 |
License | ||||||
Revenues [Abstract] | ||||||
Revenue | $ 8,866 | $ 7,418 | $ 21,970 | $ 19,605 | $ 25,908 | $ 26,006 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 102 | $ 561,288 | $ 3,875 | $ 565,265 |
Balance (shares) at Dec. 31, 2017 | 102,300,010 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock | $ 1 | 1,769 | 1,770 | |
Issuance of common stock (shares) | 349,691 | |||
Share-based compensation | 2,315 | 2,315 | ||
Net loss | (36,256) | (36,256) | ||
Balance at Dec. 31, 2018 | $ 103 | 565,372 | (32,381) | 533,094 |
Balance (shares) at Dec. 31, 2018 | 102,649,701 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options (shares) | 149,599 | |||
Share-based compensation | 1,816 | 1,816 | ||
Net loss | (21,351) | (21,351) | ||
Balance at Sep. 30, 2019 | $ 103 | 568,010 | (53,732) | 514,381 |
Balance (shares) at Sep. 30, 2019 | 102,799,300 | |||
Balance at Dec. 31, 2018 | $ 103 | 565,372 | (32,381) | 533,094 |
Balance (shares) at Dec. 31, 2018 | 102,649,701 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock | 923 | 923 | ||
Issuance of common stock (shares) | 193,911 | |||
Share-based compensation | 2,461 | 2,461 | ||
Net loss | (32,600) | (32,600) | ||
Balance at Dec. 31, 2019 | $ 103 | 568,756 | (64,981) | 503,878 |
Balance (shares) at Dec. 31, 2019 | 102,843,612 | |||
Balance at Jun. 30, 2019 | $ 103 | 567,248 | (49,062) | 518,289 |
Balance (shares) at Jun. 30, 2019 | 102,769,324 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options (shares) | 29,976 | |||
Share-based compensation | 598 | 598 | ||
Net loss | (4,670) | (4,670) | ||
Balance at Sep. 30, 2019 | $ 103 | 568,010 | (53,732) | 514,381 |
Balance (shares) at Sep. 30, 2019 | 102,799,300 | |||
Balance at Dec. 31, 2019 | $ 103 | 568,756 | (64,981) | 503,878 |
Balance (shares) at Dec. 31, 2019 | 102,843,612 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options (shares) | 33,792 | |||
Share-based compensation | 3,903 | 3,903 | ||
Net loss | (13,806) | (13,806) | ||
Balance at Sep. 30, 2020 | $ 117 | 894,056 | (78,787) | 815,386 |
Balance (shares) at Sep. 30, 2020 | 116,463,284 | |||
Balance at Jun. 30, 2020 | $ 103 | 570,434 | (73,694) | 496,843 |
Balance (shares) at Jun. 30, 2020 | 102,862,404 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options (shares) | 15,000 | |||
Share-based compensation | 2,328 | 2,328 | ||
Net loss | (5,093) | (5,093) | ||
Balance at Sep. 30, 2020 | $ 117 | $ 894,056 | $ (78,787) | $ 815,386 |
Balance (shares) at Sep. 30, 2020 | 116,463,284 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||||
Net loss | $ (13,806) | $ (21,351) | $ (32,600) | $ (36,256) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||||
Depreciation and amortization expense | 28,378 | 27,437 | 36,807 | 33,914 |
Amortization of deferred contract costs | 6,705 | 4,463 | 6,250 | 3,391 |
Amortization of debt issuance costs | 700 | 843 | 1,120 | 513 |
Loss (gain) on disposal of equipment and leasehold improvements | (23) | (11) | (17) | 14 |
Share-based compensation | 3,903 | 1,816 | 2,461 | 2,315 |
Deferred taxes | (5,357) | (6,867) | (11,247) | (12,550) |
Adjustment to contingent consideration | (3,100) | 200 | ||
Changes in operating assets and liabilities: | ||||
Trade accounts receivable | (18,332) | (13,046) | (14,462) | (3,316) |
Income tax receivable/payable | (183) | (246) | 559 | (977) |
Prepaid expenses and other assets | (4,699) | (4,888) | (6,862) | (2,555) |
Deferred contract costs | (16,879) | (12,684) | (17,050) | (13,222) |
Accounts payable | 3,145 | (836) | 1,295 | (313) |
Accrued liabilities | (4,207) | 1,151 | 7,789 | 5,965 |
Deferred revenue | 47,528 | 29,597 | 36,998 | 32,476 |
Other liabilities | 3,161 | (11) | (58) | (39) |
Net cash provided by operating activities | 33,041 | 5,367 | 11,183 | 9,360 |
Cash flows from investing activities | ||||
Acquisition, net of cash acquired | (40,173) | (40,173) | (2,893) | |
Purchases of equipment and leasehold improvements | (1,836) | (6,164) | (7,190) | (2,909) |
Net cash used in investing activities | (1,836) | (46,337) | (47,363) | (5,802) |
Cash flows from financing activities | ||||
Proceeds from debt | 40,000 | 40,000 | ||
Debt issuance costs | (1,264) | (1,550) | (1,550) | |
Payments on Revolver | (205,000) | (4,750) | (10,000) | |
Proceeds from the exercise of stock options | 185 | 820 | 923 | 1,770 |
Net cash provided by financing activities | 113,819 | 34,520 | 29,373 | 1,770 |
Net increase (decrease) in cash | 145,024 | (6,450) | (6,807) | 5,328 |
Cash, beginning of period | 32,433 | 39,240 | 39,240 | 33,912 |
Cash, end of period | 177,457 | 32,790 | 32,433 | 39,240 |
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest | 12,647 | 15,785 | 20,693 | 17,835 |
Cash paid for income taxes, net of refunds | $ 703 | $ 511 | $ 596 | $ 1,461 |
Basis of presentation and descr
Basis of presentation and description of business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Basis of presentation and description of business | ||
Basis of presentation and description of business | Note 1. Basis of presentation and description of business Description of business Jamf Holding Corp. and its wholly owned subsidiaries, collectively, are referred to as the “Company,” “we,” “us” or “our.” We are the standard in Apple Enterprise Management, and our cloud software platform is the only vertically‑focused Apple infrastructure and security platform of scale in the world. We help organizations connect, manage and protect Apple products, apps and corporate resources in the cloud without ever having to touch the devices. With our products, Apple devices can be deployed to employees brand new in the shrink‑wrapped box, automatically set up and personalized at first power‑on and continuously administered throughout the life of the device. Our customers are located throughout the world. Initial public offering On July 24, 2020, the Company closed its initial public offering (“IPO”) through which it issued and sold 13,500,000 shares of common stock at a price per share to the public of $26.00 (the “IPO Price”). In connection with the IPO, the Company raised approximately $319.0 million after deducting the underwriting discount and commissions of $24.7 million and offering expenses of $7.3 million . Upon completion of the IPO, authorized capital stock consisted of 500,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of undesignated preferred stock, par value $0.001 per share. Concurrently with the Company’s IPO, the Company issued and sold 85,880 shares of its common stock in a private placement to certain of its named executive officers, certain of its other employees and its independent directors at the IPO Price for aggregate consideration of approximately $2.2 million. Upon closing of the IPO, the Company repaid $205.0 million of the principal amount of its then existing Term Loan Facility (the “Prior Term Loan Facility”) and paid $3.4 million of accrued interest and $2.0 million of prepayment penalty. The Company also wrote off $3.2 million of remaining debt issuance costs upon repayment of the debt. The Company recorded a loss on debt extinguishment of $5.2 million for the prepayment penalty and write off of debt issuance costs in the third quarter of 2020. Vista Equity Partners acquisition On November 13, 2017, Vista Equity Partners (“Vista”) acquired a majority share of all the issued and outstanding shares of the Company at the purchase price of $733.8 million (the “Vista Acquisition”). As of September 30, 2020, funds controlled by Vista own approximately 72.9% of our outstanding common stock. As a result, we are a “controlled company” under NASDAQ Global Select Market (“NASDAQ”) corporate governance rules. Emerging growth company status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. We will remain an emerging growth company for the first five fiscal years after the completion of our IPO, unless one of the following occurs: (i) our total annual gross revenue is at least $1.07 billion, (ii) we have issued more than $1.0 billion in non‑convertible debt securities during the prior three‑year period, or (iii) we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non‑affiliates exceeds $700.0 million as of the prior June 30. Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include all adjustments necessary for the fair presentation of the consolidated financial position, results of operations, and cash flows of the Company. Unaudited Interim Consolidated Financial Information The accompanying interim consolidated balance sheet as of September 30, 2020, the consolidated statements of operations and of stockholders’ equity for the three and nine months ended September 30, 2020 and 2019 and the consolidated statements of cash flows for the nine months ended September 30, 2020 and 2019 and the related footnote disclosures are unaudited. These unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in management’s opinion, include all adjustments necessary for the fair presentation of the consolidated financial position, results of operations, and cash flows of the Company. All adjustments made were of a normal recurring nature. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future period. Subsequent events The Company evaluated events or transactions that occurred after the balance sheet date for potential recognition or disclosure through the date the financial statements were issued. No subsequent events or transactions were identified. Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date, and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future and include, but are not limited to, revenue recognition, stock‑based compensation, commissions, goodwill and accounting for income taxes. Actual results could differ from those estimates. Segment and Geographic Information Our chief operating decision maker (“CODM”) is our Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. We operate our business as one operating segment and therefore we have one reportable segment. Revenue by geographic region as determined based on the end user customer address was as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) Revenue: The Americas $ 54,631 $ 42,459 $ 149,806 $ 112,980 Europe, the Middle East, India, and Africa 11,754 9,313 32,483 25,972 Asia Pacific 4,019 2,796 10,736 8,054 $ 70,404 $ 54,568 $ 193,025 $ 147,006 | Note 1. Basis of presentation and description of business Description of business Jamf Holding Corp. and its wholly owned subsidiaries, collectively, are referred to herein as the “Company,” “we,” “us” or “our.” Effective June 25, 2020, the name of the Company was changed from Juno Topco, Inc. to Jamf Holding Corp. The Company helps organizations connect, manage and protect Apple products, apps and corporate resources in the cloud without ever having to touch the devices. With our products, Apple devices can be deployed to employees brand new in the shrink-wrapped box, automatically set up and personalized at first power-on and continuously administered throughout the life of the device. The Company’s customers are located throughout the world. Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we are (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. We will remain an emerging growth company for the first five fiscal years after the completion of our IPO, unless one of the following occurs: (i) our total annual gross revenue is at least $1.07 billion, (ii) we have issued more than $1.0 billion in non-convertible debt securities during the prior three year period, or (iii) we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30. Vista Equity Partners acquisition On November 13, 2017, pursuant to an Agreement and Plan of Merger by and among Juno Intermediate, Inc. (“Juno Intermediate”), Merger Sub, Inc. (“Merger Sub”), and JAMF Holdings, Inc. (“Holdings”), Vista Equity Partners (“Vista”) acquired a majority share of all the issued and outstanding shares of Holdings at the purchase price of $733.8 million (the “Vista Acquisition”). Merger Sub was absorbed into Holdings as part of the acquisition and Juno Intermediate survived and was considered the accounting acquirer. The Company accounted for the Vista Acquisition by applying the acquisition method of accounting for business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include all adjustments necessary for the fair presentation of the consolidated financial position, results of operations, and cash flows of the Company. Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date, and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future and include, but are not limited to, revenue recognition, stock‑based compensation, commissions, goodwill and accounting for income taxes. Actual results could differ from those estimates. Segment and Geographic Information Our chief operating decision maker (“CODM”) is our Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. We operate our business as one operating segment and therefore we have one reportable segment. Revenue by geographic region as determined based on the end user customer address was as follows: Years Ended December 31, ($000's) 2019 2018 Revenue: The Americas $ 156,259 $ 117,454 Europe, the Middle East, India, and Africa 36,235 20,536 Asia Pacific 11,533 8,572 $ 204,027 $ 146,562 |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of significant accounting policies | ||
Summary of significant accounting policies | Note 2. Summary of significant accounting policies The Company’s significant accounting policies are discussed in Note 2 to the consolidated financial statements included in our final prospectus (the “IPO Prospectus”) dated as of July 21, 2020 and filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”). There have been no significant changes to these policies that have had a material impact on the Company’s consolidated financial statements and related notes for the three and nine months ended September 30, 2020. The following describes the impact of certain policies. Stock split On July 10, 2020, the Company effected a 110-for-1 stock split of its common stock. The par value of the common stock was not adjusted as a result of the stock split. Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect this stock split. Deferred offering costs Offering costs are capitalized and consist of fees incurred in connection with the sale of common stock in our IPO and include legal, accounting, printing, and other IPO‑related costs. The balance of deferred offering costs included within other current assets as of December 31, 2019 was $2.3 million. During the three and nine months ended September 30, 2020, we incurred $1.5 million and $5.0 million, respectively, of deferred offering costs. Upon completion of our IPO, the total amount of $7.3 million of deferred offering costs was reclassified to stockholders’ equity and recorded against the proceeds from the offering. Therefore, we had no deferred offering costs included within other current assets as of September 30, 2020. Share‑based compensation The Company applies the provisions of ASC Topic 718, Compensation — Stock Compensation (“ASC 718”), in its accounting and reporting for stock‑based compensation. ASC 718 requires all stock‑based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. All service‑based options outstanding under the Company’s option plans have exercise prices equal to the fair value of the Company’s stock on the grant date. The fair value of these service options is determined using the Black‑Scholes option pricing model. The estimated fair value of service‑based awards is recognized as compensation expense over the applicable vesting period. All awards expire after 10 years. There were no service option grants during the nine months ended September 30, 2020. Compensation cost for restricted stock units is determined based on the fair market value of the Company’s stock at the date of the grant. Stock‑based compensation expense is generally recognized over the required service period. Forfeitures are accounted for when they occur. The Company also grants performance‑based awards to certain executives that vest and become exercisable when Vista’s realized cash return on its investment in the Company equals or exceeds $1.515 billion upon a change in control of the Company (“Termination Event”). The terms of the agreement do not specify a performance period for the occurrence of the Termination Event. The contractual term of the awards is 10 years. These options are also referred to as return target options. The Company uses a Modified Black‑Scholes option pricing model which uses Level 3 inputs for fair value measurement. In conjunction with the IPO, the vesting conditions of the performance-based awards were modified to also vest following an IPO and registration and sale of shares by Vista provided that Vista achieves a cash return on its equity investment in the Company equaling or exceeding $1.515 billion. In accordance with ASC 718, we calculated the fair value of these options on the modification date. The value of these options on the date of modification was $33.0 million as of June 30, 2020. As the awards are not currently considered probable of meeting vesting requirements no expense has been recognized, and the timing of any future expense recognition is unknown. Revenue recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) and follows a five-step model to determine the appropriate amount of revenue to be recognized in accordance with ASC 606. Disaggregation of Revenue The Company separates revenue into recurring and non‑recurring categories to disaggregate those revenues that are one‑time in nature from those that are term‑based and renewable. Revenue from recurring and non‑recurring contractual arrangements are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) SaaS subscription and support and maintenance $ 57,933 $ 41,916 $ 160,989 $ 112,872 On‑premise subscription 7,849 5,135 18,159 12,224 Recurring revenue 65,782 47,051 179,148 125,096 Perpetual licenses 1,017 2,283 3,811 7,381 Professional services 3,605 5,234 10,066 14,529 Non‑recurring revenue 4,622 7,517 13,877 21,910 Total revenue $ 70,404 $ 54,568 $ 193,025 $ 147,006 Contract Balances Contract liabilities consist of customer billings in advance of revenue being recognized. The Company invoices its customers for subscription, support and maintenance and services in advance. Changes in contract liabilities, including revenue earned during the period from the beginning contract liability balance and new deferrals of revenue during the period, were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) Balance, beginning of the period $ 157,738 $ 117,919 $ 140,710 $ 100,662 Revenue earned (50,038) (39,261) (147,324) (116,145) Deferral of revenue 80,538 54,651 194,852 148,792 Balance, end of the period $ 188,238 $ 133,309 $ 188,238 $ 133,309 There were no significant changes to our contract assets and liabilities during the three and nine months ended September 30, 2020 and 2019 outside of our sales activities. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancelable amounts to be invoiced. As of September 30, 2020 and December 31, 2019, the Company had $199.1 million and $149.5 million, respectively, of remaining performance obligations, with 82% and 86%, respectively, expected to be recognized as revenue over the succeeding 12 months, and the remainder expected to be recognized over the three years thereafter. Deferred Contract Costs Sales commissions as well as associated payroll taxes and retirement plan contributions (together, contract costs) that are incremental to the acquisition of customer contracts, are capitalized using a portfolio approach as deferred contract costs on the consolidated balance sheet when the period of benefit is determined to be greater than one year. Total amortization of contract costs for the three months ended September 30, 2020 and 2019 was $2.5 million and $1.7 million, respectively. Total amortization of contract costs for the nine months ended September 30, 2020 and 2019 was $6.7 million and $4.5 million, respectively. The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could affect the period of benefit of these deferred contract costs. There were no impairment losses recorded during the three and nine months ended September 30, 2020 and 2019. For the three and nine months ended September 30, 2020, the Company had two distributors that accounted for more than 10% of total net revenues. Total receivables related to these distributors were $15.2 million at September 30, 2020. For the three and nine months ended September 30, 2019, the Company had one distributor that accounted for more than 10% of total net revenues. Total receivables related to this distributor were $6.0 million at December 31, 2019. Recently issued accounting pronouncements not yet adopted From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. Financial Instruments — Credit Losses In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”), which introduces a model based on expected losses to estimate credit losses for most financial assets and certain other instruments. In November 2019, the FASB issued ASU No. 2019‑10 Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019‑10”). The update allows the extension of the initial effective date for entities which have not yet adopted ASU No. 2016‑02, Leases (Topic 842) (“ASU 2016‑02”). The standard is effective for annual reporting periods beginning after December 15, 2022, with early adoption permitted for annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions by recording a cumulative‑effect adjustment to retained earnings. The Company has not yet adopted ASU 2016‑13 and is currently evaluating the effect the standard will have on its consolidated financial statements. Leases In February 2016, the FASB issued ASU 2016‑02 to increase transparency and comparability among organizations related to their leasing arrangements. The update requires lessees to recognize most leases on their balance sheets, with the exception of short-term leases if a policy election is made, while recognizing lease expense on their income statements in a manner similar to current GAAP. The guidance also requires entities to disclose key quantitative and qualitative information about its leasing arrangements. The Company expects to adopt the new lease standard on January 1, 2021 using the optional transition method to the modified retrospective approach. The Company has formed an implementation team, commenced identification of our lease population, and selected new software to manage the lease portfolio and perform the accounting required under the new lease standard. The Company is still assessing the impact of adoption of the new lease standard on the consolidated financial statements. Reference Rate Reform In March 2020, the FASB issued ASU No. 2020‑04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020‑04”), which provides entities with temporary optional financial reporting alternatives to ease the potential burden in accounting for reference rate reform and includes a provision that allows entities to account for a modified contract as a continuation of an existing contract. ASU 2020‑04 is effective upon issuance and can be applied through December 31, 2022. The Company is currently evaluating the effect the standard will have on its consolidated financial statements. Adoption of new accounting pronouncements Income Taxes In December 2019, the FASB issued ASU No. 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019‑12”), which simplifies the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019‑12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022. The Company early adopted the standard in the third quarter of 2020. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements. Fair Value Measurement — Disclosure Framework In August 2018, the FASB issued ASU No. 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018‑13”), which amends ASC Topic 820, Fair Value Measurements . ASU 2018‑13 modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The effective date of ASU 2018-13 is the first quarter of fiscal year 2020. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements. Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In March 2018, the FASB issued ASU No. 2018‑15, Intangibles — Goodwill and Others — Internal‑Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018‑15”), which aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal‑use software under ASC Subtopic 350‑40, in order to determine which costs to capitalize and recognize as an asset. ASU 2018‑15 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company adopted the new standard in the first quarter of fiscal year 2020. The adoption of the standard did not have an impact on the Company’s consolidated financial statements as the Company does not have any of these arrangements. Improvements to Nonemployee Share‑Based Payment Accounting In June 2018, the FASB issued ASU No. 2018‑07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share‑Based Payment Accounting (“ASU 2018‑07”), with an intent to reduce cost and complexity and to improve financial reporting for share‑based payments issued to nonemployees. The amendments in ASU 2018‑07 provide for the simplification of the measurement of share‑based payment transactions for acquiring goods and services from nonemployees. Currently, the accounting requirements for nonemployee and employee share‑based payment transactions are significantly different. This standard expands the scope of ASC Topic 718 to include share‑based payments issued to nonemployees for goods or services, aligning the accounting for share‑based payments to nonemployees and employees. ASU 2018‑07 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those periods, and early adoption is permitted. The Company adopted the new standard in the first quarter of fiscal year 2020. The adoption did not have an impact on the Company’s consolidated financial statements as the Company does not have any nonemployee share‑based payment awards. | Note 2. Summary of significant accounting policies Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Net Loss per Share of Common Stock Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per common share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury-stock method. For purposes of the diluted net loss per common share calculation, restricted stock units and stock options are considered to be potentially dilutive securities. Because we have reported a net loss for the years ended December 31, 2019 and 2018, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share for those periods because the potentially dilutive shares would have been anti-dilutive if included in the calculation. Cash and cash equivalents The Company considers any highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The Company maintains cash in deposit accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Trade receivables, net Credit is extended to customers in the normal course of business, generally with 30-day payment terms. Receivables are recorded at net realizable value, which includes allowances for doubtful accounts. The Company reviews the collectability of trade receivables on an ongoing basis. The Company reserves for trade receivables determined to be uncollectible. This determination is based on the delinquency of the account, the financial condition of the customer, and the Company’s collection experience. The allowance for doubtful accounts was $0.2 million and $0.1 million at December 31, 2019 and 2018, respectively. For the years ended December 31, 2019 and 2018, the Company had one distributor that accounted for more than 10% of total net revenues. Total receivables related to this distributor were $6.0 million and $7.8 million at December 31, 2019 and 2018, respectively. Activity related to our allowance for doubtful accounts was as follows: Years Ended December 31, ($000’s) 2019 2018 Balance, beginning of period $ 60 $ 60 Bad-debt expense 279 37 Accounts written off (139) (37) Balance, end of period $ 200 $ 60 Equipment and leasehold improvements, net Equipment and leasehold improvements are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. These lives range from 3 to 5 years for computers and server equipment, 3 years for software, 5 to 7 years for furniture and fixtures, and the lower of lease term or useful life on leasehold improvements. Repair and maintenance costs are expensed as incurred. Impairment or disposal of long-lived assets The Company evaluates the recoverability of its long-lived assets in accordance with the provisions of ASC Topic 360, Property, Plant and Equipment, which requires that long-lived assets and finite-lived identifiable intangible assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill The Company evaluates goodwill for impairment in accordance with ASC Topic 350, Goodwill and Other Intangible Assets, which requires goodwill to be either qualitatively or quantitatively assessed for impairment annually (or more frequently if impairment indicators arise) for each reporting unit. The Company has one reporting unit. The Company performs its impairment testing of goodwill at least annually and more frequently if events occur that would indicate that it is more likely than not the fair value of the reporting unit is less than carrying value. If the Company’s reporting unit carrying amount exceeds its fair value an impairment charge will be recorded based on that difference. The impairment charge will be limited to the amount of goodwill currently recognized in the Company’s single reporting unit. The Company performed the annual assessment as of October 1, 2019 and no impairment was identified. Other intangibles, net Other intangible assets, including customer relationships, developed technology, and trademarks acquired in our previous acquisitions, have definite lives and are amortized over a period ranging from 1 to 12 years on a straight-line basis. Intangible assets are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows generated by the asset. The amount of the impairment loss recorded is calculated by the excess of the asset’s carrying value over its fair value. Debt issuance costs Costs of debt financing are charged to expense over the lives of the related financing agreements. Remaining costs and the future period over which they would be charged to expense are reassessed when amendments to the related financing agreements or prepayments occur. Debt issuance costs for the Company's term loan are recognized as an offset to the Company's debt liability and are amortized using the effective-interest method. Debt issuance costs for the Company's revolving line of credit are recognized within other non-current assets and are amortized on a straight-line basis. Deferred offering costs Deferred offering costs are capitalized and consist of fees incurred in connection with the anticipated sale of common stock in an initial public offering (“IPO”) and include legal, accounting, printing, and other IPO-related costs. Upon completion of an IPO, these deferred costs will be reclassified to stockholders’ equity and recorded against the proceeds from the offering. In the event an IPO is terminated, the deferred offering costs would be expensed in the period of termination as a charge to operating expenses in the consolidated statements of operations. The balance of deferred offering costs included within other current assets at December 31, 2019 was $2.3 million. As of December 31, 2018, the Company had not incurred such costs. Foreign currency remeasurement Our reporting currency is the U.S. dollar. The functional currency of all our international operations is the U.S. dollar. The assets, liabilities, revenues and expenses of the Company’s foreign operations are remeasured in accordance with ASC Topic 830, Foreign Currency Matters. Remeasurement adjustments are recorded as foreign currency transaction gains (losses) in the consolidated statement of operations. For the years ended December 31, 2019 and 2018, the Company recognized a foreign currency loss of $1.3 million and $0.4 million, respectively. Stock‑based compensation The Company applies the provisions of ASC Topic 718, Compensation — Stock Compensation (“ASC 718”), in its accounting and reporting for stock‑based compensation. ASC 718 requires all stock‑based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. All service‑based options outstanding under the Company’s option plans have exercise prices equal to the fair value of the Company’s stock on the grant date. The fair value of these service options is determined using the Black‑Scholes option pricing model. The estimated fair value of service‑based awards is recognized as compensation expense over the applicable vesting period. All awards expire after 10 years. The fair value of each grant of service options was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires judgment to determine. Expected Term — The expected term of stock options represents the weighted-average period the stock options are expected to be outstanding. For time-based awards, the estimated expected term of options granted is generally calculated as the vesting period plus the midpoint of the remaining contractual term, as the Company does not have sufficient historical information to develop reasonable expectations surrounding future exercise patterns and post-vesting employment termination behavior. Expected Volatility — The expected stock price volatility assumption was determined by examining the historical volatilities of a group of industry peers, as the Company did not have any trading history for its common stock. The Company will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company’s common stock becomes available. Risk-Free Interest Rate — The risk-free rate assumption was based on the U.S. Treasury instruments with terms that were consistent with the expected term of the Company’s stock options. Expected Dividend — The expected dividend assumption was based on the Company’s history and expectation of dividend payouts. Fair Value of Common Stock — The fair value of the shares of common stock underlying the stock options has historically been the responsibility of and determined by the Company’s board of directors. Because there has been no public market for the Company’s common stock, the board of directors has used independent third-party valuations of the Company’s common stock, operating and financial performance, and general and industry-specific economic outlook, amongst other factors. Years Ended December 31, 2019 2018 Expected life of options 6.25 years 6.25 years Expected volatility 45.1 % – 45.3 % 44.8 % – 46.6% Risk-free interest rates 1.6 % – 1.7 % 2.5 % – 2.8% Expected dividend yield — — Weighted-average grant-date fair value $ 7.29 $ 2.69 Compensation cost for restricted stock units is determined based on the fair market value of the Company’s stock at the date of the grant. Stock-based compensation expense is generally recognized over the required service period. Forfeitures are accounted for when they occur. The Company also grants performance-based awards to certain executives that vest and become exercisable when Vista’s realized cash return on its investment in the Company equals or exceeds $1.515 billion upon a change in control of the Company (“Termination Event”). The terms of the agreement do not specify a performance period for the occurrence of the Termination Event. The contractual term of the awards is 10 years. These options are also referred to as return target options. Since the performance condition relates to a Termination Event, and as a change of control cannot be probable until it occurs, no compensation expense will be recorded until a Termination Event. In 2018, as there is also a market condition with these options based on a return on equity target, the fair value of the awards was determined using a Monte Carlo simulation. In 2019, the Company used a Modified Black-Scholes option pricing model which uses Level 3 inputs for fair value measurement which would yield similar results to the Monte Carlo simulation and simplify the process. Years Ended December 31, 2019 2018 Expected life of options 3 - 3.25 years 4.50 years Expected volatility 50 % – 55 % 55 % Risk-free interest rates 1.49 % – 1.67 % 2.7 % Expected dividend yield — — Weighted-average grant-date fair value $ 6.02 $ 1.91 Income taxes We account for income taxes in accordance with ASC Topic 740, Income Taxes, under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We use a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. A tax position is recognized when it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority. The standard also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition. Revenue recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). To determine the appropriate amount of revenue to be recognized in accordance with ASC 606, the Company follows a five-step model as follows: · Identify the contract with a customer · Identify the performance obligations in the contract · Determine the transaction price · Allocate the transaction price to the performance obligations in the contract · Recognize revenue when or as performance obligations are satisfied The Company’s revenue is primarily derived from sales of SaaS subscriptions, support and maintenance contracts, software licenses, and related professional services. The Company’s products and services are marketed and sold directly, as well as indirectly through third-party resellers, to the end-user. The Company assesses the contract term as the period in which the parties to the contract have enforceable rights and obligations. The contract term can differ from the stated term in contracts with certain termination or renewal rights, depending on whether there are substantive penalties associated with those rights. Customer contracts are generally standardized and non-cancelable for the duration of the stated contract term. Nature of Products and Services Subscription: Subscription includes SaaS subscription arrangements which include a promise to allow customers to access software hosted by the Company over the contract period, without allowing the customer to take possession of the software or transfer hosting to a third party. Subscription also includes support and maintenance, which includes when-and-if available software updates and technical support on our perpetual and on-premise subscription licenses. Because the subscription represents a stand-ready obligation to provide a series of distinct periods of access to the subscription, which are all substantially the same and that have the same pattern of transfer to the customer, subscriptions are accounted for as a series and revenue is recognized ratably over the contract term, beginning at the point when the customer is able to use and benefit from the subscription. Services: Services, including training, are often sold as part of new software license or subscription contracts. These services are fulfilled by the Company and with the use of other vendors and do not significantly modify, integrate or otherwise depend on other performance obligations included in the contracts. Services are generally performed over a one- to two-day period and, when sold as part of new software license or subscription contracts, at or near the outset of the related contract. When other vendors participate in the provisioning of the services, the Company recognizes the related revenue on a gross basis as the Company is the principal in these arrangements. Revenue related to services is recognized, as the Company’s performance obligation is fulfilled. Related fulfillment costs are recognized as incurred. License: Licenses include sales of perpetual and on-premise subscription arrangements. Licenses for on-premise software provide the customer with a right to use the software as it exists when made available to the customer. Revenue from software licenses is recognized upon transfer of control to the customer, which is typically upon making the software available to the customer. Certain contracts may include explicit options to renew maintenance at a stated price. These options are generally priced in line with the stand-alone selling price (“SSP”) and therefore do not provide a material right to the customer. If the option provides a material right to the customer, then the material right is accounted for as a separate performance obligation and the Company recognizes revenue when those future goods or services underlying the option are transferred or when the option expires. Significant Judgments When the Company’s contracts with customers contain multiple performance obligations, the contract transaction price is allocated on a relative SSP basis to each performance obligation. The Company typically determines SSP based on observable selling prices of its products and services. In instances where SSP is not directly observable, such as with software licenses that are never sold on a stand-alone basis, SSP is determined using information that may include market conditions and other observable inputs. SSP is typically established as ranges and the Company typically has more than one SSP range for individual products and services due to the stratification of those products and services by customer class, channel type, and purchase quantity, among other circumstances. Transaction Price The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. Revenue from sales is recorded based on the transaction price, which includes estimates of variable consideration. The amount of variable consideration that is included in the transaction price is constrained and is included only to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s contracts with customers may include service level agreements, which entitle the customer to receive service credits, and in certain cases, service refunds, when defined service levels are not met. These arrangements represent a form of variable consideration, which is included in the calculation of the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company estimates the amount of variable consideration at the expected value based on its assessment of legal enforceability, anticipated performance and a review of specific transactions, historical experience, and market and economic conditions. The Company has historically not experienced any significant incidents affecting the defined levels of reliability and performance as required by the contracts and therefore, the related amounts are not constrained. Disaggregation of Revenue The Company separates revenue into recurring and non‑recurring categories to disaggregate those revenues that are one‑time in nature from those that are term‑based and renewable. Revenue from recurring and non‑recurring contractual arrangements are as follows: Years Ended December 31, ($000's) 2019 2018 SaaS subscription and support and maintenance $ 159,111 $ 100,350 On‑premise subscription 16,078 12,690 Recurring revenue 175,189 113,040 Perpetual licenses 9,830 13,316 Professional services 19,008 20,206 Non‑recurring revenue 28,838 33,522 Total revenue $ 204,027 $ 146,562 Contract Balances The timing of revenue recognition may not align with the right to invoice the customer. The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment regardless of whether revenue has been recognized. For multiyear agreements, the Company will either invoice the customer in full at the inception of the contract or annually at the beginning of each annual period. If revenue has not yet been recognized, then a contract liability (deferred revenue) is also recorded. Deferred revenue classified as current on the consolidated balance sheet is expected to be recognized as revenue within one year. Non-current deferred revenue will be fully recognized within five years. If revenue is recognized in advance of the right to invoice, a contract asset is recorded. Contract liabilities consist of customer billings in advance of revenue being recognized. The Company invoices its customers for subscription, support and maintenance and services in advance. Changes in contract liabilities were as follows: Years Ended December 31, ($000's) 2019 2018 Balance, beginning of the period $ 100,662 $ 68,048 Revenue earned (86,220) (54,955) Deferral of revenue 126,268 87,569 Balance, end of the period $ 140,710 $ 100,662 There were no significant changes to our contract assets and liabilities during the years ended December 31, 2019 and 2018 outside of our sales activities. In instances where the timing of revenue recognition differs from the timing of the right to invoice, the Company has determined that a significant financing component generally does not exist. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the products and services and not to receive financing from or provide financing to the customer. Additionally, the Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less. Payment terms on invoiced amounts are typically 30-days. The Company does not offer rights of return for its products and services in the normal course of business and contracts generally do not include customer acceptance clauses. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancelable amounts to be invoiced. As of December 31, 2019, the Company had $149.5 million of remaining performance obligations, with 86% expected to be recognized as revenue over the succeeding 12 months, and the remainder expected to be recognized over the three years thereafter. Deferred Contract Costs Sales commissions as well as associated payroll taxes and retirement plan contributions (together, contract costs) that are incremental to the acquisition of customer contracts, are capitalized using a portfolio approach as deferred contract costs on the consolidated balance sheet when the period of benefit is determined to be greater than one year. The Company has elected to apply the practical expedient to expense contract costs as incurred when the expected amortization period is one year or less. The judgments made in determining the amount of costs incurred include the portion of the commissions that are expensed in the current period versus the portion of the commissions that are recognized over the expected period of benefit, which often extends beyond the contract term as we do not pay a commission upon renewal of the service contracts. Contract costs are allocated to each performance obligation within the contract and amortized on a straight-line basis over the expected benefit period of the related performance obligations. Contract costs are amortized as a component of sales and marketing expenses in our consolidated statement of operations. We have determined that the expected period of benefit is five years based on evaluation of a number of factors, including customer attrition rates, weighted average useful lives of our customer relationship and developed technology intangible assets, and market factors, including overall competitive environment and technology life of competitors. Total amortization of contract costs for the years ended December 31, 2019 and 2018 was $6.2 million and $3.4 million, respectively. The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could affect the period of benefit of these deferred contract costs. There were no impairment losses recorded during the years ended December 31, 2019 and 2018. Software development costs Costs related to research, design and development of software products prior to establishment of technological feasibility are charged to software development expense as incurred. Software development costs, if material, are capitalized, beginning when a product’s technological feasibility has been established using the working model approach and ending when a product is available for general release to customers. For the years ended December 31, 2019 and 2018, no software development costs were capitalized, because the time period and costs incurred between technological feasibility and general release for all software product releases were insignificant. For the years ended December 31, 2019 and 2018, total research and development costs were $42.8 million and $31.5 million, respectively. Advertising costs Advertising costs are expensed as incurred and presented within selling and marketing within the consolidated statement of operations. Advertising costs were $8.7 million and $7.6 million for the years ended December 31, 2019 and 2018, respectively. Interest expense, net For the year ended December 31, 2019, interest expense from debt financing of $21.9 million is offset by interest income from cash investments of $0.5 million. For the year ended December 31, 2018, interest expense from debt financing of $18.7 million is offset by interest income from cash investments of $0.5 million. Recently issued accounting pronouncements not yet adopted From time to time, new accounting pronouncements are issued by the FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. Financial Instruments — Credit Losses In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”), which introduces a model based on expected losses to estimate credit losses for most financial assets and certain other instruments. In November 2019, the FASB issued ASU No. 2019‑10 Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019‑10”). The update allows the extension of the initial effective date for entities which have not yet adopted ASU No. 2016‑02, Leases (Topic 842) (“ASU 2016‑02”). The standard is effective for annual reporting periods beginning after December 15, 2022, with early adoption permitted for annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions by recording a cumulative‑effect adjustment to retained earnings. The Company has not yet adopted ASU 2016‑13 and is currently evaluating the effect the standard will have on its consolidated financial statements. Fair Value Measurement — Disclosure Framework In August 2018, the FASB issued ASU No. 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018‑13”), which amends ASC Topic 820, Fair Value Measurements . ASU 2018‑13 modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The effective date is the first quarter of fiscal year 2021, with early adoption permitted for the removed disclosures and delayed adoption permitted until fiscal year 2021 for the new disclosures. The removed and modified disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. The Company has not yet adopted ASU 2018‑13 and is currently evaluating the effect the standard will have on its consolidated financial statements. Leases In February 2016, the FASB issued ASU 2016‑02. The update requires lessees to put most leases on their balance sheets while recognizing expenses on their income statements in a manner similar to current GAAP. The guidance also eliminates current real estate‑specific provisions for all entities. For lessors, the guidance modifies the classification criteria and the accounting for sales‑type and direct financing leases. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities . The update defers the initial effective date of ASU 2016-02 by one year for private companies and private not-for-profits. For these entities the effective date is for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted, and the modified retrospective method is to be applied. The Company is currently assessing the timing and impact of adopting the updated provisions. Income Taxes In December 2019, the FASB issued ASU No. 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019‑12”), which simplifies the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019‑12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022. Early adoption is permitted. The method of adoption varies for the provisions in the update. The Company is currently evaluating the effect the standard will have on its consolidated financial statements. Reference Rate Reform In March 2020, the FASB issued ASU No. 2020‑04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020‑04”), which provides entities with temporary optional financial reporting alternatives to ease the potential burden in accounting for reference rate reform and includes a provision that allows entities to account for a modified contract as a continuation of an existing contract. ASU 2020‑04 is effective upon issuance and can be applied through December 31, 2022. The Company is currently evaluating the effect the standard will have on its consolidated financial statements. Adoption of new accounting pronouncements Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In March 2018, the FASB issued ASU No. 2018‑15, Intangibles — Goodwill and Others — Internal‑Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018‑15”), which aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal‑use software under ASC Subtopic 350‑40, in order to determine which costs to capitalize and recognize as an asset. ASU 2018‑15 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company adopted the new standard in the first quarter of fiscal year 2020. The adoption of the standard did not have an impact on the Company’s consolidated financial statements (unaudited) as the Company does not have any of these arrangements. Improvements to Nonemployee Share‑Based Payment Accounting In June 2018, the FASB issued ASU No. 2018‑07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share‑Based Payment Accounting (“ASU 2018‑07”), with an intent to reduce cost and complexity and to improve financial reporting for share‑based payments issued to nonemployees. The amendments in ASU 2018‑07 provide for the si |
Financial instruments fair valu
Financial instruments fair value | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Financial instruments fair value | ||
Financial instruments fair value | Note 3. Financial instruments fair value We report financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis in accordance with ASC Topic 820. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market‑based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. ASC 820 also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement. The levels of the fair value hierarchy are as follows: Level 1: Fair value is determined using an unadjusted quoted price in an active market for identical assets or liabilities. Level 2: Fair value is estimated using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly. Level 3: Fair value is estimated using unobservable inputs that are significant to the fair value of the assets or liabilities. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value. The fair value of our debt as of December 31, 2019 was $203.1 million (Level 2). The carrying value of our debt as of December 31, 2019 was $205.0 million. The fair value of our debt was determined using discounted cash flow analysis based on market rates for similar types of borrowings. Upon closing of the IPO, we repaid the principal amount of our outstanding debt and had no debt outstanding as of September 30, 2020. | Note 3. Financial instruments fair value We report financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis in accordance with ASC Topic 820. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market‑based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. ASC 820 also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement. The levels of the fair value hierarchy are as follows: Level 1: Fair value is determined using an unadjusted quoted price in an active market for identical assets or liabilities. Level 2: Fair value is estimated using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly. Level 3: Fair value is estimated using unobservable inputs that are significant to the fair value of the assets or liabilities. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value. The fair value of our debt at December 31, 2019 and 2018 was $203.1 million and $173.4 million, respectively (Level 2). The carrying value of our debt as of December 31, 2019 and 2018 was $205.0 million and $175.0 million, respectively. The fair value of our debt was determined using discounted cash flow analysis based on market rates for similar types of borrowings. |
Equipment and leasehold improve
Equipment and leasehold improvements | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Equipment and leasehold improvements | Note 4. Equipment and leasehold improvements Equipment and leasehold improvements are recorded at cost. Expenditures for renewals and betterments that extend the life of such assets are capitalized. Maintenance and repairs are charged to expense as incurred. Differences between amounts received and net carrying value of assets retired or disposed of are charged or credited to income as incurred. Equipment and leasehold improvements are as follows: As of December 31, ($000’s) 2019 2018 Computers $ 8,505 $ 4,552 Software 527 519 Furniture/fixtures 3,675 1,876 Leasehold improvements 6,523 5,160 Capital in progress 70 120 19,300 12,227 Less: accumulated depreciation (6,823) (2,999) $ 12,477 $ 9,228 Depreciation expense was $4.1 million and $3.5 million for the years ended December 31, 2019 and 2018, respectively. |
Acquisitions
Acquisitions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Acquisitions | ||
Acquisitions | Note 4. Acquisitions ZuluDesk B.V. On February 1, 2019, the Company purchased all of the outstanding membership units of ZuluDesk B.V. (“ZuluDesk”) whose products are designed to offer a cost‑effective mobile device management system for today’s modern digital classroom. ZuluDesk’s software complement the Company’s existing product offerings. The Company accounted for the acquisition by applying the acquisition method of accounting for business combinations in accordance with ASC Topic 805. The final aggregate purchase price was approximately $38.6 million. This acquisition was funded by term debt, and borrowings under a revolving line of credit. The goodwill represents the excess of the purchase consideration over the fair value of the underlying net identifiable assets. The goodwill recognized in this acquisition is primarily attributable to the offerings in mobile device management of ZuluDesk and its assembled workforce. The goodwill is not deductible for income tax purposes. The fair value of the separately identifiable intangible assets acquired, consisting of trademarks, customer relationships and developed technology, was estimated by applying an income approach. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset. Indications of value are developed by discounting future net cash flows to their present value at market‑based rates of return. The weighted‑average economic life of the intangible assets acquired is 7.0 years. For more details on the intangible assets, see Note 5. Acquisition‑related expenses were expensed as incurred and totaled nil and $0.9 million for the three and nine months ended September 30, 2019, respectively. These expenses were recognized as acquisition costs in general and administrative expenses. ZuluDesk contributed revenue and net income of $1.4 million and less than $0.1 million, respectively, during the three months ended September 30, 2019, excluding the effects of the acquisition and integration costs. ZuluDesk contributed revenue and net loss of $2.9 million and $0.5 million, respectively, during the nine months ended September 30, 2019, excluding the effects of the acquisition and integration costs. The Company used borrowings under the Prior Term Loan Facility to complete the acquisition. The Prior Term Loan Facility provided for borrowings of $175.0 million with a maturity date of November 13, 2022 under the Company’s secured credit agreement entered into November 13, 2017 (the “Prior Credit Agreement”), which was increased to $205.0 million on January 30, 2019 when the Company entered into that certain Amendment Agreement No. 1 to such Prior Credit Agreement and approximately $0.5 million of debt issuances costs were capitalized as a reduction in Debt on the balance sheet in connection with such increase. The Company allocated the net purchase consideration to the net assets acquired, including finite‑lived intangible assets, based on their respective fair values at the time of the acquisition as follows (in thousands): Assets acquired: Cash $ 3,325 Other current assets 1,306 Long‑term assets 154 Liabilities assumed: Accounts payable and accrued liabilities (419) Deferred revenue (3,050) Deferred tax liability (2,996) Intangible assets acquired 12,310 Goodwill 28,000 Total purchase consideration $ 38,630 Digita Security LLC On July 26, 2019, the Company purchased all of the outstanding membership interests of Digita Security LLC (“Digita”). With this acquisition, Digita’s acquired technology complements the Company’s existing Apple management, authentication and account management solutions with a security offering to provide a more robust suite of capabilities and service offerings in the Apple enterprise market. The Company accounted for the acquisition by applying the acquisition method of accounting for business combinations in accordance with ASC Topic 805. The acquisition aggregate purchase consideration totaled $14.4 million which included contingent purchase consideration with an estimated fair value of $9.0 million and the remainder provided for with cash. Acquisition‑related expenses were expensed as incurred. Goodwill in the amount of $1.7 million is deductible for income tax purposes. The maximum contingent consideration is $15.0 million if the acquired business achieves certain revenue milestones by December 31, 2022. The estimated fair value of these contingent payments is determined using a Monte Carlo simulation model, which uses Level 3 inputs for fair value measurements, including assumptions about probability of growth of subscription services and the related pricing of the services offered. During the three and nine months ended September 30, 2020, the fair value of the contingent consideration was increased by $0.6 million and decreased by $3.1 million, respectively, which is included in general and administrative expenses in the consolidated statement of operations. The adjustment for the three months ended September 30, 2020 primarily reflects updated assumptions about probability of growth of subscription services. The adjustment for the nine months ended September 30, 2020 primarily reflects updated assumptions about the probability of change in control in light of our IPO, as well as updated assumptions about probability of growth of subscription services. At September 30, 2020 and December 31, 2019, the fair value of the contingent consideration was $6.1 million and $9.2 million, respectively, which is included in other liabilities in the consolidated balance sheet. In addition, the terms of the purchase agreement provide for additional future payments to the Digita shareholders in the amount of up to $5.0 million if certain key employees continue their employment with the Company through December 31, 2020, which is recognized as a compensation expense in our consolidated statement of operations. The Company recognized as expense $0.9 million and $4.1 million during the three and nine months ended September 30, 2020, respectively. The fair value of the acquired developed technology was estimated by discounting future net cash flows to their present value at market‑based rates of return (income approach). The estimated useful life of the acquired developed technology is estimated to be 5 years. For more details on the Company’s intangible assets, see Note 5. Pro forma results of operations for this acquisition were not presented as the effects were not material to our financial results. The following table summarizes the fair value of consideration transferred and the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands): Assets acquired: Cash $ 512 Other current assets 1 Long‑term assets 12 Liabilities assumed: Accounts payable and accrued liabilities (119) Intangible assets acquired 3,300 Goodwill 10,673 Total purchase consideration $ 14,379 | Note 5. Acquisitions ZuluDesk B.V. On February 1, 2019, the Company purchased all of the outstanding membership units of ZuluDesk B.V. whose products are designed to offer a cost‑effective mobile device management system for today’s modern digital classroom. ZuluDesk B.V’s software complement the Company’s existing product offerings. The Company accounted for the acquisition by applying the acquisition method of accounting for business combinations in accordance with ASC Topic 805. The final aggregate purchase price was approximately $38.6 million. This acquisition was funded by term debt, and borrowings under a revolving line of credit. The goodwill represents the excess of the purchase consideration over the fair value of the underlying net identifiable assets. The goodwill recognized in this acquisition is primarily attributable to the offerings in mobile device management of ZuluDesk B.V. and its assembled workforce. The goodwill is not deductible for income tax purposes. The fair value of the separately identifiable intangible assets acquired, consisting of trademarks, customer relationships and developed technology, was estimated by applying an income approach. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset. Indications of value are developed by discounting future net cash flows to their present value at market‑based rates of return. The weighted‑average economic life of the intangible assets acquired is 7.0 years. For more details on the intangible assets, see Note 6. Acquisition‑related expenses were expensed as incurred and totaled $0.9 million for the year ended December 31, 2019. These expenses were recognized as acquisition costs in general and administrative expenses. ZuluDesk B.V. contributed revenue and net loss of $4.5 million and $0.3 million, respectively, from February 1, 2019 through December 31, 2019, excluding the effects of the acquisition and integration costs. The Company used the Term Loan to complete the acquisition and approximately $0.5 million of debt issuances costs were capitalized as a reduction in Debt on the balance sheet. These costs will be amortized over the course of the debt agreements. The Company allocated the net purchase consideration to the net assets acquired, including finite‑lived intangible assets, based on their respective fair values at the time of the acquisition as follows: ($000's) Assets acquired: Cash $ 3,325 Other current assets 1,306 Long‑term assets 154 Liabilities assumed: Accounts payable and accrued liabilities (419) Deferred revenue (3,050) Deferred tax liability (2,996) Intangible assets acquired 12,310 Goodwill 28,000 Total purchase consideration $ 38,630 The following unaudited pro forma information presents the combined results of Jamf and Zulu Desk B.V. had completed the acquisition on January 1, 2018. As required by ASC 805, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined companies would have been had the acquisition occurred at the beginning of the period presented, nor are they indicative of future results of operations. The proformas results below have been adjusted for certain purchase accounting impacts such as amortization of intangibles of $1.9 million, reduction of deferred revenue of $0.3 million, and additional interest expense of $4.0 million. However, no transaction or acquisition costs are included in the pro forma. Pro forma results are not presented for 2019 as the acquisition occurred in February and would not be materially different from the actual results of operations for the year ended December 31, 2019. Year ended December 31, 2018 Revenues $ 149,445 Net loss (40,186) Net loss per share, basic and diluted $ (0.39) Digita Security LLC On July 26, 2019, the Company purchased all of the outstanding membership interests of Digita Security LLC (“Digita”). With this acquisition, Digita’s acquired technology will complement the Company’s existing Apple management, authentication and account management solutions with a security offering to provide a more robust suite of capabilities and service offerings in the Apple enterprise market. The Company accounted for the acquisition by applying the acquisition method of accounting for business combinations in accordance with ASC Topic 805. The acquisition aggregate purchase consideration totaled $14.4 million which included contingent purchase consideration with an estimated fair value of $9.0 million and the remainder provided for with cash. Acquisition‑related expenses were expensed as incurred and totaled $0.5 million. These expenses were recognized as acquisition costs in general and administrative expenses in the statement of operations during the year ended December 31, 2019. Goodwill in the amount of $1.7 million is deductible for income tax purposes. The maximum contingent consideration is $15.0 million if the acquired business achieves certain revenue milestones by December 31, 2022. The estimated fair value of these contingent payments was determined using a Monte Carlo simulation model, which uses Level 3 inputs for fair value measurements, including assumptions about probability of growth of subscription services and the related pricing of the services offered. At December 31, 2019, the fair value of the contingent consideration was increased by $0.2 million which was reflected in general and administrative expenses in the consolidated statement of operations. At December 31, 2019, the contingent consideration was $9.2 million which was included in other liabilities in the consolidated balance sheet. In addition, the terms of the purchase agreement provide for additional future payments to the Digita shareholders in the amount of up to $5.0 million if certain key employees continue their employment with the Company through December 31, 2020, which will be recognized as a compensation expense in our consolidated statement of operations. The fair value of the acquired developed technology was estimated by discounting future net cash flows to their present value at market‑based rates of return (income approach). The estimated useful life of the acquired developed technology is estimated to be 5 years. For more details on the Company’s intangible assets, see Note 6, Goodwill and other intangible assets. Pro forma results of operations for this acquisition were not presented as the effects were not material to our financial results. The following table summarizes the fair value of consideration transferred and the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: ($000's) Assets acquired: Cash $ 512 Other current assets 1 Long‑term assets 12 Liabilities assumed: Accounts payable and accrued liabilities (119) Intangible assets acquired 3,300 Goodwill 10,673 Total purchase consideration $ 14,379 Orchard & Grove, Inc. On September 18, 2018, pursuant to an agreement by and among Orchard & Grove, Inc. and JAMF Software, LLC, (a subsidiary of the Company) all of the issued and outstanding shares of Orchard & Grove were acquired for $2.1 million. The purchase price was funded with cash on hand. The Company accounted for the acquisition by applying the acquisition method of accounting for business combinations in accordance with ASC Topic 805. Orchard & Grove developed authentication software that makes it easier for IT administrators to manage user access. The Company acquired this technology to improve the user experience for its own customers. Pro forma results of operations for this acquisition were not presented as the effects were not material to our financial results. The acquired tangible and intangible assets and assumed liabilities are as follows: ($000’s) Assets acquired: Cash $ 138 Other current assets 71 Long-term assets 10 Liabilities assumed: Accounts payable and accrued liabilities (73) Deferred revenue (138) Deferred tax liability (356) Intangible assets acquired 1,580 Goodwill 835 Total purchase consideration $ 2,067 For the Vista Acquisition, during the period ended December 31, 2018, the Company recognized a measurement-period adjustment of $1.0 million related to the finalization of a working capital adjustment that increased the consideration paid and goodwill, as well as an adjustment of $0.5 million related to the finalization of a research and development tax credit that decreased the net deferred tax liability and goodwill. |
Goodwill and other intangible a
Goodwill and other intangible assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill and other intangible assets | ||
Goodwill and other intangible assets | Note 5. Goodwill and other intangible assets The change in the carrying amount of goodwill is as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) Goodwill, beginning of period $ 539,818 $ 529,145 $ 539,818 $ 501,145 Goodwill acquired — 10,673 — 38,673 Goodwill, end of period $ 539,818 $ 539,818 $ 539,818 $ 539,818 The gross carrying amount and accumulated amortization of intangible assets other than goodwill are as follows: Weighted‑ Average Accumulated Net Carrying Remaining Useful Life Gross Value Amortization Value Useful Life (in thousands) Trademarks 1‑8 years $ 34,320 $ 9,167 $ 25,153 5.8 years Customer relationships 2‑12 years 214,320 37,564 176,756 9.7 years Developed technology 5 years 53,560 20,419 33,141 3.2 years Non‑competes 2 years 90 41 49 1.1 years Balance, December 31, 2019 $ 302,290 $ 67,191 $ 235,099 Trademarks 8 years $ 34,320 $ 12,383 $ 21,937 5.1 years Customer relationships 2‑12 years 214,320 51,259 163,061 9.0 years Developed technology 5 years 53,560 28,453 25,107 2.4 years Non‑competes 2 years 90 75 15 0.3 years Balance, September 30, 2020 $ 302,290 $ 92,170 $ 210,120 Amortization expense was $8.3 million for both the three months ended September 30, 2020 and 2019. Amortization expense was $25.0 million and $24.5 million for the nine months ended September 30, 2020 and 2019, respectively. There were no impairments to goodwill or intangible assets recorded for the three and nine months ended September 30, 2020 and 2019. | Note 6. Goodwill and other intangible assets The change in the carrying amount of goodwill is as follows: Years Ended December 31, ($000's) 2019 2018 Goodwill, beginning of period $ 501,145 $ 499,892 Goodwill acquired 38,673 1,253 Goodwill, end of period $ 539,818 $ 501,145 The gross carrying amount and accumulated amortization of intangible assets other than goodwill are as follows: Weighted‑ Average Accumulated Net Carrying Remaining ($000's) Useful Life Gross Value Amortization Value Useful Life Trademarks 8 years $ 34,300 $ 4,859 $ 29,441 Customer relationships 2 - 12 years 206,420 19,497 186,923 Developed technology 5 years 45,960 10,153 35,807 Balance, December 31, 2018 $ 286,680 $ 34,509 $ 252,171 Trademarks 1 - 8 years 34,320 9,167 25,153 5.8 Years Customer relationships 2 - 12 years 214,320 37,564 176,756 9.7 Years Developed technology 5 years 53,560 20,419 33,141 3.2 Years Non‑competes 2 years 90 41 49 1.1 Years Balance, December 31, 2019 $ 302,290 $ 67,191 $ 235,099 Amortization expense was $32.7 million and $30.5 million for the years ended December 31, 2019 and 2018, respectively. Future estimated amortization expense as of December 31, 2019 is as follows: ($000’s) Years ending December 31: 2020 $ 33,290 2021 33,187 2022 32,003 2023 24,218 2024 22,921 Thereafter 89,480 $ 235,099 There were no impairments to goodwill or intangible assets recorded for the years ended December 31, 2019 and 2018. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | ||
Commitments and Contingencies | Note 7. Commitments and Contingencies Operating Leases The Company leases office facilities and office equipment under operating leases that expire at various dates through February 2030. The office facility leases require annual base rent, plus real estate taxes, utilities, insurance and maintenance costs. Total rent expense, including the Company’s share of the lessors’ operating expenses, was $1.3 million and $1.0 million for the three months ended September 30, 2020 and 2019, respectively, and $4.0 million and $3.0 million for the nine months ended September 30, 2020 and 2019, respectively. Certain of these leases are with a related party. Rent expense with related parties, including the Company’s share of the lessors’ operating expenses, was $0.3 million for both the three months ended September 30, 2020 and 2019 and $0.8 million and $0.7 million for the nine months ended September 30, 2020 and 2019, respectively. Hosting Services and Other Support Software Agreements The Company has various contractual agreements for hosting services and other support software. In March 2020, the Company entered into a new contractual agreement with an unrelated party for hosting services. As of September 30, 2020, future payments related to this contract are $2.1 million for the remainder of 2020, $9.3 million in 2021, $12.0 million in 2022 and $3.2 million in 2023. Contingencies From time to time, the Company may be subject to various claims, charges and litigation. The Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company maintains insurance to cover certain actions and believes that resolution of such claims, charges, or litigation will not have a material impact on the Company’s financial position, results of operations, or liquidity. The Company had no material liabilities for contingencies recorded as of September 30, 2020 and December 31, 2019. | Note 7. Commitments and Contingencies Operating Leases The Company leases office facilities and office equipment under operating leases that expire at various dates through February 2030. The office facility leases require annual base rent, plus real estate taxes, utilities, insurance and maintenance costs. Total rent expense, including the Company’s share of the lessors’ operating expenses, was $4.8 million and $3.4 million for the years ended December 31, 2019 and 2018, respectively. Certain of these leases are with a related party. Rent expense with related parties, including the Company’s share of the lessors’ operating expenses, was $1.3 million and $0.9 million for the years ended December 31, 2019 and 2018, respectively. Approximate future minimum lease payments under non-cancelable leases with both unrelated and related parties as of December 31, 2019 are as follows: ($000’s) Unrelated Related Total Years ending December 31: 2020 $ 3,676 $ 1,069 $ 4,745 2021 3,693 1,079 4,772 2022 3,343 1,090 4,433 2023 3,206 1,101 4,307 2024 2,820 832 3,652 Thereafter 8,550 — 8,550 $ 25,288 $ 5,171 $ 30,459 Hosting Services and Other Support Software Agreements In addition, the Company has various contractual agreements for hosting services and other support software. The below table reflects the minimum payments under these agreements as of December 31, 2019: ($000’s) Unrelated Years ending December 31: 2020 $ 9,791 2021 4,193 2022 4,542 2023 343 2024 — Thereafter — $ 18,869 Contingencies From time to time, the Company may be subject to various claims, charges and litigation. The Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company maintains insurance to cover certain actions and believes that resolution of such claims, charges, or litigation will not have a material impact on the Company’s financial position, results of operations, or liquidity. The Company has recorded no liabilities for contingencies as of December 31, 2019 and 2018. |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Debt | Note 6. Debt See Note 1 for information on the early extinguishment of debt upon closing of the IPO. On July 27, 2020, the Company entered into a new secured credit agreement (the “New Credit Agreement”) for an initial revolving credit facility of $150.0 million (the “New Revolving Credit Facility”), which may be increased or decreased under specific circumstances, with a $25.0 million letter of credit sublimit and a $50.0 million alternative currency sublimit. In addition, the New Credit Agreement provides for the ability of the Company to request incremental term loan facilities, in a minimum amount of $5.0 million for each facility. The maturity date of the New Credit Agreement is July 27, 2025. The New Credit Agreement contains customary representations and warranties, affirmative covenants, reporting obligations, negative covenants and events of default. We were in compliance with such covenants at September 30, 2020. As of September 30, 2020, we had $1.0 million of letters of credit outstanding under our New Revolving Credit Facility. In the third quarter of 2020, the Company recorded debt issuance costs of $1.3 million, which is amortized to interest expense over the term of the New Credit Agreement. As of September 30, 2020, debt issuance costs of $1.2 million are included in other assets on the consolidated balance sheets. The interest rates applicable to revolving borrowings under the New Credit Agreement are, at the Company’s option, either (i) a base rate, which is equal to the greater of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.5% and (c) the Adjusted LIBO Rate (subject to a floor) for a one month interest period (each term as defined in the New Credit Agreement) plus 1%, or (ii) the Adjusted LIBO Rate (subject to a floor) equal to the LIBO Rate for the applicable interest period multiplied by the Statutory Reserve Rate, plus in the case of each of clauses (i) and (ii), the Applicable Rate. The Applicable Rate (i) for base rate loans range from 0.25% to 1.0% per annum and (ii) for LIBO Rate loans range from 1.25% to 2.0% per annum, in each case, based on the Senior Secured Net Leverage Ratio (as such term is defined in the New Credit Agreement). Base rate borrowings may only be made in dollars. The Company pays a commitment fee during the term of the New Credit Agreement ranging from 0.20% to 0.35% per annum of the average daily undrawn portion of the revolving commitments based on the Senior Secured Net Leverage Ratio. | Note 8. Debt On November 13, 2017, the Company entered into a new secured Credit Agreement. The Credit Agreement provided an initial term loan facility (“Term Loan”) of $175 million with a maturity date of November 13, 2022 and a revolving credit facility (“Revolving Credit Facility”) of $15 million with a maturity date of November 13, 2022. The interest rate for the Term Loan was determined using a base rate of 8% per annum plus the Eurodollar Borrowing Rate (“contract rate”). The Eurodollar Borrowing Rate was re-elected each quarter based on the current rate at that point in time. On January 30, 2019, the Company entered into a First Amended Credit Agreement which increased the Term Loan to $205 million. The Amended Credit Agreement provided for additional funding for the ZuluDesk acquisition. On April 13, 2019, the Company entered into a Second Amended Credit Agreement (the “Second Amended Credit Agreement”), which adjusted the rate for both the Term Loans and Revolving Loans. Borrowings under the Credit Agreement bear interest at a rate per annum, at the borrower’s option, equal to an applicable margin, plus, (a) for alternate base rate borrowings, the highest of (i) the rate last quoted by The Wall Street Journal as the “prime rate” in the United States, (ii) the Federal Funds Rate in effect on such day plus 1/2 of 1.00% and (iii) the Adjusted LIBO Rate for a one month interest period on such day plus 1.00% and (b) for eurodollar borrowings, the Adjusted LIBO Rate determined by the greater of (i) the LIBO Rate for the relevant interest period divided by 1 minus the statutory reserves (if any) and (ii) 1.00%. The applicable margin for borrowings under the Credit Agreement is (a)(1) prior to June 30, 2020 and (2) on or after June 30, 2020 (so long as the total leverage ratio is greater than 6.00 to 1.00), (i) 7.00% for alternate base rate borrowings and (ii) 8.00% for eurodollar borrowings and (b) on or after June 30, 2020 (so long as the total leverage ratio is less than or equal to 6.00 to 1.00), subject to step downs to (i) 5.50% for alternate base rate borrowings and (ii) 6.50% for eurodollar borrowings. The total leverage ratio is determined in accordance with the terms of the Credit Agreement. The amount of debt issuance costs related to the Term Loan offsetting the debt on the consolidated balance sheet at December 31, 2019 and 2018 was $3.7 million and $3.3 million, respectively. The amount of debt issuance costs related to the Revolving Credit Facility in other non-current assets on the consolidated balance sheet at December 31, 2019 and 2018 was $0.2 million. The contract interest rate on the Term Loan was 8.91% per annum as of December 31, 2019. The effective interest rate was 9.62% per annum as of December 31, 2019. The effective interest rate was higher than the contract rate due to amortization of debt issuance costs related to the Term Loan. The Term Loan Credit Agreement does not require periodic principal payments and requires full payment upon maturity date. The Term Loan contains affirmative and negative operating covenants applicable to the Company and its restricted subsidiaries. We were compliant with these covenants at December 31, 2019. The interest rate for the Revolving Credit Facility was 7.0% and 8.0% as of December 31, 2019 and 2018, respectively. As of December 31, 2019, the Company had used $1.2 million as collateral for office space letters of credit. As of December 31, 2018, the Company had used $1.0 million as collateral for office space letters of credit. The Company is required to pay a commitment fee on the average daily unused portion of the Revolving Credit Facility of 0.5% per annum, and a fee of 2.95% per annum for the outstanding letters of credit generating expenses of $0.1 million for the years ended December 31, 2019 and 2018, respectively. |
Share-based compensation
Share-based compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based compensation | ||
Share-based compensation | Note 10. Share-based compensation On July 21, 2020, the Company adopted the Jamf Holding Corp. Omnibus Incentive Plan (the “2020 Plan”). The 2020 Plan provides for grants of (i) stock options, (ii) stock appreciation rights, (iii) restricted shares, (iv) performance awards, (v) other share-based awards and (vi) other cash-based awards to eligible employees, non-employee directors and consultants of the Company. The maximum number of shares of common stock available for issuance under the 2020 Plan is 14,800,000 shares . I n conjunction with the closing of the IPO, our Board granted awards under the 2020 Plan to certain of our employees, representing an aggregate of 1,256,538 shares of common stock. At September 30, 2020, 13,545,464 shares of common stock are reserved for additional grants under the Plan. The 2017 Stock Option Plan (“2017 Option Plan”) became effective November 13, 2017, upon the approval of the board of directors and serves as the umbrella plan for the Company’s stock‑based and cash‑based incentive compensation program for its officers and other eligible employees. The aggregate number of shares of common stock that may be issued under the 2017 Option Plan may not exceed 8,470,000 shares. At September 30, 2020, 128,928 shares of common stock are reserved for additional grants under the Plan. All stock options granted by the Company were at an exercise price at or above the estimated fair market value of the Company’s common stock as of the grant date. No options were granted during the nine months ended September 30, 2020. The table below summarizes return target options activity for the nine months ended September 30, 2020: Weighted‑ Weighted‑ Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Options Price Term (Years) (in thousands) Outstanding, December 31, 2019 3,687,664 $ 6.75 8.8 $ 29,908 Granted — — Exercised — — — Forfeitures — — Outstanding, September 30, 2020 3,687,664 $ 6.75 8.0 $ 113,786 Options exercisable at September 30, 2020 — $ — — $ — Vested or expected to vest at September 30, 2020 — $ — — $ — There was approximately $33.0 million of unrecognized compensation expense related to these return target options at September 30, 2020. Restricted stock unit (“RSU”) activity for the nine months ended September 30, 2020 is as follows: Per Unit Units Fair Value Outstanding, December 31, 2019 36,520 $ 12.60 Granted 1,262,308 26.00 Restrictions lapsed — — Forfeited (7,772) 26.00 Outstanding, September 30, 2020 1,291,056 $ 25.62 RSUs under the 2020 Plan vest ratably over four years. RSUs under the 2017 Option Plan vest 100% on the one‑year anniversary of the date of the grant. The estimated compensation cost of each RSU, which is equal to the fair value of the award on the date of grant, is recognized on a straight‑line basis over the vesting period. There was $31.1 million of total unrecognized compensation cost related to unvested restricted stock that is expected to be recognized over a weighted‑average period of 3.8 years at September 30, 2020. The table below summarizes the service‑based option activity for the nine months ended September 30, 2020: Weighted‑ Weighted‑ Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Options Price Term (Years) (in thousands) Outstanding, December 31, 2019 4,073,286 $ 5.65 8.1 $ 37,520 Granted — — Exercised (33,792) 5.49 498 Forfeitures — — Outstanding, September 30, 2020 4,039,494 $ 5.65 7.3 $ 129,098 Options exercisable at September 30, 2020 2,400,693 $ 5.50 7.2 $ 77,080 Vested or expected to vest at September 30, 2020 4,039,494 $ 5.65 7.3 $ 129,098 The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the optionholders had all optionholders exercised their options on the last date of the period. The total fair value of service‑based options vested during the nine months ended September 30, 2020 was $1.1 million. There was $4.0 million of unrecognized compensation expense related to service‑based stock options that is expected to be recognized over a weighted‑average period of 1.9 years at September 30, 2020. The Company recognized stock‑based compensation expense as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) Cost of revenue: Subscription $ 314 $ 38 $ 390 $ 156 Services 62 — 62 — Sales and marketing 675 112 897 348 Research and development 523 99 821 284 General and administrative 754 349 1,733 1,028 $ 2,328 $ 598 $ 3,903 $ 1,816 | Note 9. Share-based compensation The 2017 Stock Option Plan (“2017 Option Plan”) became effective November 13, 2017, upon the approval of the board of directors and serves as the umbrella plan for the Company’s stock‑based and cash‑based incentive compensation program for its officers and other eligible employees. The aggregate number of shares of common stock that may be issued under the 2017 Option Plan may not exceed 8,470,000 shares. At December 31, 2019, 128,928 shares of common stock are reserved for additional grants under the Plan. All stock options granted by the Company were at an exercise price at or above the estimated fair market value of the Company’s common stock as of the grant date. The table below summarizes the service-based option activity for the years ended December 31, 2019 and 2018: Weighted‑ Weighted‑ Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Options Price Term (Years) (in thousands) Outstanding, January 1, 2018 4,122,070 $ 5.49 — $ — Granted 535,957 5.62 — Exercised (322,851) 5.49 123 Forfeitures (89,467) 5.49 — Outstanding, December 31, 2018 4,245,709 — Granted 212,668 8.21 — Exercised (168,391) 5.49 256 Forfeitures (216,700) 5.49 — Outstanding, December 31, 2019 4,073,286 $ 5.65 8.1 $ 37,520 Options exercisable at December 31, 2019 1,640,037 $ 5.50 8.0 $ 15,350 Vested or expected to vest at December 31, 2019 4,073,286 $ 5.65 8.1 $ 37,520 The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the optionholders had all optionholders exercised their options on the last date of the period. The total fair value of service‑based options vested during the years ended December 31, 2019 and 2018 was $2.4 million and $2.0 million, respectively. The Company recognized stock‑based compensation expense for service‑based stock options as follows: Years Ended December 31, ($000's) 2019 2018 Cost of revenues: Subscription $ 194 $ 225 Services — — Sales and marketing 460 529 Research and development 394 239 General and administrative 1,413 1,322 $ 2,461 $ 2,315 There was $6.0 million of unrecognized compensation expense related to service‑based stock options that is expected to be recognized over a weighted‑average period of 2.5 years at December 31, 2019. The table below summarizes return target options activity for the years ended December 31, 2019 and 2018: Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Options Price Term (Years) (in thousands) Outstanding, January 1, 2018 2,105,772 $ 5.49 $ — Granted 183,884 5.54 — Exercised — — — Forfeitures (89,467) 5.49 — Outstanding, December 31, 2018 2,200,189 5.49 8.9 — Granted 1,653,209 8.29 — Exercised — — — Forfeitures (165,734) 5.49 — Outstanding, December 31, 2019 3,687,664 $ 6.75 8.8 $ 29,908 Options exercisable at December 31, 2019 — $ — — $ — Vested or expected to vest at December 31, 2019 — $ — — $ — There was approximately $13.8 million of unrecognized compensation expense related to these return target options at December 31, 2019. See Note 2 for the Company’s policy on recognizing expense for return target options. The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the optionholders had all optionholders exercised their options. Restricted stock unit activity for the years ended December 31, 2019 and 2018 is as follows: Per Unit Units Fair Value Outstanding, January 1, 2018 26,840 $ 5.49 Granted 25,520 5.87 Restrictions lapsed (26,840) 5.49 Forfeited — — Outstanding, December 31, 2018 25,520 5.87 Granted 36,520 12.60 Restrictions lapsed (25,520) 5.87 Forfeited — — Outstanding, December 31, 2019 36,520 12.60 RSUs vest 100% on the one-year anniversary of the date of the grant. The estimated compensation cost of the restricted stock award, which is equal to the fair value of the award on the date of grant, is recognized on a straight-line basis over the vesting period. At December 31, 2019, there was $0.4 million of total unrecognized compensation cost related to unvested restricted stock and that cost is expected to be recognized in the following year. |
Net Loss per Share
Net Loss per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Net Loss per Share | ||
Net Loss per Share | Note 8. Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands, except share and per share amounts) Numerator: Net loss $ (5,093) $ (4,670) $ (13,806) $ (21,351) Denominator: Weighted‑average shares used to compute net loss per share, basic and diluted 113,203,074 102,791,023 106,333,836 102,727,198 Basic and diluted net loss per share $ (0.04) $ (0.05) $ (0.13) $ (0.21) Basic net loss per share is computed by dividing the net loss by the weighted‑average number of common shares outstanding for the period. Because we have reported a net loss for the three and nine months ended September 30, 2020 and 2019, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share because the potentially dilutive shares would have been antidilutive if included in the calculation. The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted‑average shares outstanding because such securities have an antidilutive impact due to losses reported: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Stock options outstanding 7,727,158 5,913,820 7,727,158 5,913,820 Unvested restricted stock units 1,291,056 25,520 1,291,056 25,520 Total potentially dilutive securities 9,018,214 5,939,340 9,018,214 5,939,340 | Note 10. Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Years Ended December 31, 2019 2018 Numerator: Net loss $ (32,600) $ (36,256) Denominator: Weighted-average shares outstanding 102,752,092 102,325,465 Weighted‑average shares used to compute net loss per share, basic and diluted 102,752,092 102,325,465 Basic and diluted net loss per share $ (0.32) $ (0.35) Basic net loss per share is computed by dividing the net loss by the weighted‑average number of common shares outstanding for the period. Because we have reported a net loss for the years ended December 31, 2019 and 2018, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share because the potentially dilutive shares would have been antidilutive if included in the calculation. The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted‑average shares outstanding because such securities have an antidilutive impact due to losses reported: Years Ended December 31, 2019 2018 Stock options outstanding 7,760,950 6,445,898 Unvested restricted stock units 36,520 25,520 Total potential dilutive securities 7,797,470 6,471,418 |
Employee benefit plans
Employee benefit plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee benefit plans | Note 11. Employee benefit plans The Company offers a retirement savings plan that covers U.S. employees, whereby eligible employees may contribute a portion of their gross earnings to the plan, subject to certain limitations. In addition, the Company contributes an amount each pay period, equal to 3 percent of the employee’s salary, on the first $275,000 of earnings. The Company recognized expense related to contributions to this plan totaling $2.5 million and $1.9 million for the years ended December 31, 2019 and 2018, respectively. |
Long-term incentive plan
Long-term incentive plan | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Long-term incentive plan | ||
Long-term incentive plan | Note 9. Long‑term incentive plan In 2018, the Company established a long‑term incentive plan for certain employees. Under the plan, the employees will receive cash payments upon achievement of the same conditions of the Company’s return target options. In conjunction with the IPO, the conditions of the long‑term incentive plan were modified to also vest following an IPO and registration and sale of shares by Vista provided that Vista achieves a cash return on its equity investment in the Company equaling or exceeding $1.515 billion. As of September 30, 2020 and December 31, 2019, the Company had established a pool for executed individual agreements with employees to pay $7.0 million and $5.9 million, respectively, upon achievement of the plan conditions. Consistent with the return target options, as of September 30, 2020 and December 31, 2019, no expense or liability has been recognized as the conditions for payment have not occurred. | Note 12. Long‑term incentive plan In 2018, the Company established a long‑term incentive plan for certain employees. Under the plan, the employees will receive cash payments upon achievement of the same conditions of the Company’s return target options discussed previously. The Company has established a pool of $7.0 million to provide these cash payments to employees. As of both December 31, 2019 and 2018, the Company had executed individual agreements with employees to pay $5.9 million upon achievement of the plan conditions. Consistent with the return target options, as of December 31, 2019 and 2018, no expense or liability has been recognized as the conditions for payment have not occurred. |
Income taxes
Income taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Income taxes | ||
Income taxes | Note 11. Income taxes The Company’s effective tax rates for the three months ended September 30, 2020 and 2019 were 26.7% and 23.1%, respectively. The effective tax rate for the three months ended September 30, 2020 was impacted by $1.4 million of discrete income tax benefit primarily related to the loss on debt extinguishment. The Company’s effective tax rates for the nine months ended September 30, 2020 and 2019 were 27.0% and 23.6%, respectively. The effective tax rate for the nine months ended September 30, 2020 was higher than the prior year period due to research and development credits, the final Global Intangible Low Taxed Income (“GILTI”) high-tax exclusion regulation released on July 20, 2020 and a change in valuation allowance on foreign deferred tax assets related to a merger of subsidiaries. The effective tax rate for the nine months ended September 30, 2020 was impacted by $1.6 million of discrete income tax benefit primarily related to the loss on debt extinguishment and the impact of the net operating loss carryback and interest limitation changes related to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) . On March 27, 2020, the CARES Act was signed into law. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of social security taxes, the creation of certain refundable employee retention credits, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Company anticipates it will benefit from the prior and future utilization of net operating losses and interest deductions. Beginning with pay dates on and after April 17, 2020, the Company has elected to defer the employer-paid portion of social security taxes, resulting in an accrual of $2.7 million as of September 30, 2020. On July 20, 2020, Final Regulations were released with respect to the GILTI high-tax exclusion. The Final Regulations are effective for tax years starting after July 23, 2020, however, there may be availability for retroactive application back to tax years started after December 31, 2017. The Company has performed an analysis and determined there would be a benefit in both 2018 and 2019 for which a discrete item has been included in the third quarter of 2020 to reflect the impact of this benefit. In addition, we reduced our GILTI income as of the third quarter of 2020, the effect of which is reflected in the annual effective tax rate. | Note 13. Income Taxes The income tax provision (benefit) included with operations consists of the following: Years Ended December 31, ($000’s) 2019 2018 Current: Federal $ (7) $ (38) State 138 123 Foreign 1,013 328 Deferred: Federal (8,990) (10,625) State (1,638) (1,947) Foreign (627) 22 $ (10,111) $ (12,137) The income tax benefit differs from the amounts of income tax benefit determined by applying the U.S. federal income tax rate to pretax income or loss due to the following: Years Ended December 31, ($000’s) 2019 2018 Computed “expected” tax benefit 21.0 % 21.0 % State income tax benefit, net of federal tax effect 2.8 % 3.4 % Permanent differences (0.5) % (0.3) % Foreign rate differential 0.2 % (0.1) % Remeasurement Gain/Loss 0.5 % 0.0 % Tax credits 2.2 % 2.3 % Valuation allowance (1.1) % (0.5) % Transaction costs (0.4) % (0.1) % Deferred rate change (0.3) % (0.2) % GILTI inclusion (0.5) % (1.3) % Other (0.2) % 0.9 % 23.7 % 25.1 % Significant components of the Company’s net deferred income tax liability were as follows: December 31, ($000’s) 2019 2018 Deferred tax assets: Allowance for doubtful accounts $ 49 $ 15 Accrued compensation 1,911 1,600 Deferred revenue 2,554 1,288 Deferred rent 191 68 Equipment and leasehold improvements 285 254 Stock options 882 410 Federal tax credits 3,301 2,547 Other 988 514 Net operating losses 25,157 26,161 State research and development tax credits 1,383 1,219 Business interest limitation 7,945 4,176 Valuation allowance (1,213) (750) Net deferred tax assets 43,433 37,502 Deferred tax liabilities: Prepaid items (691) (500) Deferred contract costs (5,322) (2,676) Intangibles (55,553) (60,710) Net deferred tax assets (liabilities) $ (18,133) $ (26,384) At December 31, 2019, the Company had a U.S. federal net operating loss carryforward of approximately $100.8 million, foreign net operating loss carryforward of approximately $0.5 million, federal research and development credits of approximately $3.5 million and foreign tax credits of approximately $0.1 million. The Company also had state net operating loss carryforwards of approximately $60.4 million and credits for research and development of approximately $1.9 million. Approximately $95.0 million of the federal net operating loss carryforwards will begin to expire in 2036. The remainder of the federal net operating losses of $5.8 million are carried forward indefinitely. The state net operating loss carryforwards will begin to expire in 2023 and are available to offset future taxable income or reduce taxes payable through 2037. The federal research and development credits, state research and development credits and foreign tax credits will begin expiring in 2033, 2026, and 2023, respectively. Under the provision for uncertainty in income taxes, the total gross amount of unrecognized tax benefit as of December 31, 2019 and 2018 was approximately $0.5 million and $0.4 million, respectively. If recognized, for the years ended December 31, 2019 and 2018, the total amount of unrecognized tax benefit that would have an effect on the effective income tax rate is $0.4 million and $0.3 million, respectively. The liabilities are classified as other long-term liabilities in the accompanying consolidated balance sheets. The Company does not anticipate that total unrecognized tax benefits will materially change in the next 12 months. The Company established a valuation allowance against Wisconsin state tax credits, foreign tax credits, and Netherlands net deferred tax assets which the Company has determined are more likely than not to be unrealized. Realization of deferred tax assets is dependent upon sufficient future taxable income during the periods when deductible temporary differences and carryforwards are expected to be available to reduce taxable income. The Company files income tax returns in the U.S. federal jurisdiction, Minnesota, and various other state and foreign jurisdictions. With few exceptions, the Company is not subject to U.S. federal, foreign, state and local income tax examinations by tax authorities for years before 2016. It is difficult to predict the final timing and resolution of any particular uncertain tax position. Based on the Company’s assessment of many factors, including past experience and complex judgements about future events, the Company does not currently anticipate significant changes in its uncertain tax positions over the next 12 months. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as additional income tax expense. During the years ended December 31, 2019 and 2018, the Company did not recognize material income tax expense related to interest and penalties. New tax legislation Tax Cuts and Jobs Act (the Act) On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the Act) tax reform legislation. This legislation made significant changes in U.S. tax law, including a reduction in the corporate tax rates, changes to net operating loss carryforwards and carrybacks, and a repeal of the corporate alternative minimum tax. The legislation reduced the U.S. corporate tax rate from the current rate of 35% to 21%. The Company’s accounting under the Act was finalized as of December 31, 2018. The legislation also introduced a new Global Intangible Low-Taxed Income (“GILTI”) provision. Under GAAP, the Company is allowed to make an accounting policy choice of either 1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period cost when incurred or 2) factoring such amounts into the Company’s measurement of its deferred taxes. GILTI depends not only on our current structure and estimated future income, but also our intent and ability to modify the structure or business. The Company has chosen to treat GILTI as a current-period cost when incurred. GILTI expense for the years ended December 31, 2019 and December 31, 2018 was $0.2 million and $0.6 million, respectively. |
Related party transactions
Related party transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related-party transactions | ||
Related-party transactions | Note 12. Related‑party transactions The Company made pledges to the Jamf Nation Global Foundation (“JNGF”) of $0.1 million and $0.2 million for the three and nine months ended September 30, 2019, respectively. The Company did not make any pledges to JNGF for the three and nine months ended September 30, 2020. As of September 30, 2020 and December 31, 2019, the Company’s accrued liabilities related to JNGF pledges were $0.4 million and $1.0 million, respectively, which are included in accrued liabilities on the consolidated balance sheet. The Company has an ongoing lease agreement for office space in Eau Claire, Wisconsin, with an entity in which a related party is a minority owner. See Note 7 for further discussion of this lease agreement. Vista is a U.S.‑based investment firm that controls the funds which own a majority of the Company. The Company has paid for consulting services and other expenses related to services provided by Vista and Vista affiliates. The total expenses incurred by the Company for these services with Vista were less than $0.1 million and $0.3 million for the three months ended September 30, 2020 and 2019, respectively, and $0.3 million and $0.9 million for the nine months ended September 30, 2020 and 2019, respectively. The Company had less than $0.1 million in accounts payable related to these expenses at September 30, 2020. The Company had no amounts in accounts payable related to these expenses at December 31, 2019. The Company also has revenue arrangements with Vista affiliates. The Company recognized revenue related to these arrangements of $0.2 million for both the three months ended September 30, 2020 and 2019 and $0.8 million and $0.6 million for the nine months ended September 30, 2020 and 2019, respectively. The Company had $0.1 million in accounts receivable related to these agreements at September 30, 2020. The Company had no amounts in accounts receivable related to these agreements at December 31, 2019. In addition, the Company pays for services with Vista affiliates in the normal course of business. The total expenses incurred by the Company for services with Vista affiliates were $0.2 million and $0.1 million for the three months ended September 30, 2020 and 2019, respectively, and $0.5 million and $0.4 million for the nine months ended September 30, 2020 and 2019, respectively. The Company had less than $0.1 million in accounts payable related to these expenses at September 30, 2020. The Company had no amounts in accounts payable related to these expenses at December 31, 2019. Prior to its termination and repayment in full on July 27, 2020, the Company had the Prior Term Loan Facility and, pursuant to the Company’s Prior Credit Agreement, a $15.0 million revolving credit facility with a maturity date of November 13, 2022 (the “Prior Revolving Credit Facility” and together with the Prior Term Loan Facility, the “Prior Credit Facilities”) with a consortium of lenders for a principal amount of $205.0 million and principal committed amount of $15.0 million, respectively. At December 31, 2019, affiliates of Vista held $34.9 million of the Prior Term Loan Facility and there were no amounts drawn on the Prior Revolving Credit Facility. During the three months ended September 30, 2020 and 2019, affiliates of Vista were paid $0.5 million and $0.8 million, respectively, in interest on the portion of the Prior Term Loan Facility held by them. During the nine months ended September 30, 2020 and 2019, affiliates of Vista were paid $2.1 million and $2.8 million, respectively, in interest on the portion of the Prior Term Loan Facility held by them. | Note 14. Related‑party transactions The Company made pledges to the Jamf Nation Global Foundation (“JNGF”) of $1.1 million and $0.3 million for the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019 and 2018, the Company accrued $1.0 million and $0.4 million, respectively, which are included in accrued expenses on the consolidated balance sheet. The Company has an ongoing lease agreement for office space in Eau Claire, Wisconsin, with an entity in which a related party is a minority owner. See Note 7 for further discussion of this lease agreement. Vista is a U.S.-based investment firm that controls the funds which own a majority of the Company. The Company has paid for consulting services and other expenses related to services provided by Vista and Vista affiliates. The total expenses incurred by the Company for Vista were $1.0 million and $1.4 million for the years ended December 31, 2019 and 2018, respectively. The Company had no amounts in accounts payable related to these expenses at December 31, 2019 and $0.2 million in accounts payable related to these expenses at December 31, 2018. The Company also has revenue arrangements with Vista affiliates. The Company recognized revenue related to these arrangements of $0.7 million and $0.4 million for the years ended December 31, 2019 and 2018, respectively. The Company had no amounts in accounts receivable related to these agreements at December 31, 2019 and $0.1 million in accounts receivable related to these agreements at December 31, 2018. In addition, the Company pays for services with Vista affiliates in the normal course of business. The total expenses incurred by the Company for Vista affiliates were $0.7 million and $0.6 million for the years ended December 31, 2019 and 2018, respectively. The Company had no amounts in accounts payable related to these expenses at both December 31, 2019 and 2018. As discussed in Note 8, the Company has a Term Loan and Revolver Credit Facility with a consortium of lenders for a principal amount of $205.0 million and principal committed amount of $15.0 million, respectively. At December 31, 2019, affiliates of Vista held $34.9 million of the 2017 Term Loan and there were no amounts drawn on the Revolver. At December 31, 2018, affiliates of Vista held $36.4 million of the 2017 Term Loan and there were no amounts drawn on the 2017 Revolver. During the years ended December 31, 2019 and 2018, affiliates of Vista were paid $3.4 million and $3.7 million, respectively, in interest on the portion of the 2017 Term Loan held by them. |
Condensed Financial Information
Condensed Financial Information - Parent Company Only | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information | |
Condensed Financial Information | Note 15. Condensed Financial Information (Parent Company Only) Jamf Holding Corp. (formerly known as Juno Topco, Inc.) (Parent Company Only) Condensed Balance Sheet (In thousands, except share and per share data) December 31, 2019 2018 Assets Current assets: Cash and cash equivalents $ — $ — Total current assets — — Investment in subsidiaries 503,878 533,094 Total assets $ 503,878 $ 533,094 Liabilities and stockholders’ equity Current liabilities: Current liabilities $ — $ — Total current liabilities — — Other liabilities – Noncurrent — — Total liabilities — — Commitments and contingencies Stockholders’ equity: Common stock, $0.001 par value, 132,000,000 shares authorized, 102,843,612 and 102,649,701 shares issued and outstanding at December 31, 2019 and 2018, respectively 103 103 Additional paid-in capital 568,756 565,372 Accumulated deficit (64,981) (32,381) Total stockholders’ equity 503,878 533,094 Total liabilities and stockholders’ equity $ 503,878 $ 533,094 Jamf Holding Corp. (formerly known as Juno Topco, Inc.) (Parent Company Only) Condensed Statement of Operations (In thousands, except share and per share data) Years Ended December 31, 2019 2018 Revenue $ — $ — Operating expenses — — Income from operations — — Other income (expense), net — — Income before income taxes and equity in net income of subsidiaries — — Benefit for income taxes — — Equity in net income (loss) of subsidiaries (32,600) (36,256) Net loss $ (32,600) $ (36,256) Basis of presentation Jamf Holding Corp. (formerly known as Juno Topco, Inc.) which is owned by Vista, owns 100% of Juno Intermediate, Inc, which owns 100% of Holdings, which owns 100% of JAMF Software, LLC and JAMF International, Inc., our primary operating subsidiaries. Juno Topco, Inc. was incorporated in Delaware in 2017 and became the ultimate parent of JAMF Software, LLC and JAMF International, Inc. through the Vista Acquisition. Effective June 25, 2020, the name of our company was changed from Juno Topco, Inc. to Jamf Holding Corp. Jamf Holding Corp. is a holding company with no material operations of its own that conducts substantially all of its activities through its subsidiaries, accordingly, Jamf Holding Corp. is dependent upon distributions from Holdings to fund its limited, non-significant operating expenses. Jamf Holding Corp. has no direct outstanding debt obligations. However, Holdings, as borrower under its 2017 Credit Facilities, is limited in its ability to declare dividends or make any payment on account of its capital stock to, directly or indirectly, fund a dividend or other distribution to Jamf Holding Corp., subject to limited exceptions, including (1) stock repurchases, (2) following June 30, 2020, unlimited amounts subject to compliance with a 5.0 to 1.0 total leverage ratio giving pro forma effect to any distribution, (3) unlimited amounts up to 6% of Jamf Holding Corp.’s market capitalization and (4) payment of Jamf Holding Corp.’s overhead expenses. Due to the aforementioned qualitative restrictions, substantially all of the assets of Jamf Holding Corp.’s subsidiaries are restricted. For a discussion of the 2017 Credit Facilities, see Note 8, Debt. These condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, Jamf Holding Corp.’s investment in subsidiaries is presented under the equity method of accounting. A condensed statement of cash flows was not presented because Jamf Holding Corp. has no material operating, investing, or financing cash flow activities for the years ended December 31, 2019 and 2018. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. As such, these parent-only statements should be read in conjunction with the accompanying notes to consolidated financial statements. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent events | |
Subsequent events | Note 16. Subsequent events The Company has evaluated subsequent events through March 9, 2020, the date on which the consolidated financial statements as of and for the years ended December 31, 2019 and 2018 were available to be issued. The Company updated its evaluation of subsequent events through July 14, 2020, the date on which the December 31, 2019 and 2018 financial statements were reissued. On July 10, 2020, the Company effected a 110-for-1 stock split of its common stock. The par value of the common stock was not adjusted as a result of the stock split. Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect this stock split. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of significant accounting policies | ||
Principles of consolidation | The Company’s significant accounting policies are discussed in Note 2 to the consolidated financial statements included in our final prospectus (the “IPO Prospectus”) dated as of July 21, 2020 and filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”). There have been no significant changes to these policies that have had a material impact on the Company’s consolidated financial statements and related notes for the three and nine months ended September 30, 2020. The following describes the impact of certain policies. | Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Net Loss per Share of Common Stock | Net Loss per Share of Common Stock Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per common share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury-stock method. For purposes of the diluted net loss per common share calculation, restricted stock units and stock options are considered to be potentially dilutive securities. Because we have reported a net loss for the years ended December 31, 2019 and 2018, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share for those periods because the potentially dilutive shares would have been anti-dilutive if included in the calculation. | |
Cash and cash equivalents | Cash and cash equivalents The Company considers any highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The Company maintains cash in deposit accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. | |
Trade receivables, net | Trade receivables, net Credit is extended to customers in the normal course of business, generally with 30-day payment terms. Receivables are recorded at net realizable value, which includes allowances for doubtful accounts. The Company reviews the collectability of trade receivables on an ongoing basis. The Company reserves for trade receivables determined to be uncollectible. This determination is based on the delinquency of the account, the financial condition of the customer, and the Company’s collection experience. The allowance for doubtful accounts was $0.2 million and $0.1 million at December 31, 2019 and 2018, respectively. For the years ended December 31, 2019 and 2018, the Company had one distributor that accounted for more than 10% of total net revenues. Total receivables related to this distributor were $6.0 million and $7.8 million at December 31, 2019 and 2018, respectively. Activity related to our allowance for doubtful accounts was as follows: Years Ended December 31, ($000’s) 2019 2018 Balance, beginning of period $ 60 $ 60 Bad-debt expense 279 37 Accounts written off (139) (37) Balance, end of period $ 200 $ 60 | |
Equipment and leasehold improvements, net | Equipment and leasehold improvements, net Equipment and leasehold improvements are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. These lives range from 3 to 5 years for computers and server equipment, 3 years for software, 5 to 7 years for furniture and fixtures, and the lower of lease term or useful life on leasehold improvements. Repair and maintenance costs are expensed as incurred. | |
Impairment or disposal of long-lived assets | Impairment or disposal of long-lived assets The Company evaluates the recoverability of its long-lived assets in accordance with the provisions of ASC Topic 360, Property, Plant and Equipment, which requires that long-lived assets and finite-lived identifiable intangible assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | |
Goodwill | Goodwill The Company evaluates goodwill for impairment in accordance with ASC Topic 350, Goodwill and Other Intangible Assets, which requires goodwill to be either qualitatively or quantitatively assessed for impairment annually (or more frequently if impairment indicators arise) for each reporting unit. The Company has one reporting unit. The Company performs its impairment testing of goodwill at least annually and more frequently if events occur that would indicate that it is more likely than not the fair value of the reporting unit is less than carrying value. If the Company’s reporting unit carrying amount exceeds its fair value an impairment charge will be recorded based on that difference. The impairment charge will be limited to the amount of goodwill currently recognized in the Company’s single reporting unit. The Company performed the annual assessment as of October 1, 2019 and no impairment was identified. | |
Other intangibles, net | Other intangibles, net Other intangible assets, including customer relationships, developed technology, and trademarks acquired in our previous acquisitions, have definite lives and are amortized over a period ranging from 1 to 12 years on a straight-line basis. Intangible assets are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows generated by the asset. The amount of the impairment loss recorded is calculated by the excess of the asset’s carrying value over its fair value. | |
Debt issuance costs | Debt issuance costs Costs of debt financing are charged to expense over the lives of the related financing agreements. Remaining costs and the future period over which they would be charged to expense are reassessed when amendments to the related financing agreements or prepayments occur. Debt issuance costs for the Company's term loan are recognized as an offset to the Company's debt liability and are amortized using the effective-interest method. Debt issuance costs for the Company's revolving line of credit are recognized within other non-current assets and are amortized on a straight-line basis. | |
Deferred offering costs | Deferred offering costs Offering costs are capitalized and consist of fees incurred in connection with the sale of common stock in our IPO and include legal, accounting, printing, and other IPO‑related costs. The balance of deferred offering costs included within other current assets as of December 31, 2019 was $2.3 million. During the three and nine months ended September 30, 2020, we incurred $1.5 million and $5.0 million, respectively, of deferred offering costs. Upon completion of our IPO, the total amount of $7.3 million of deferred offering costs was reclassified to stockholders’ equity and recorded against the proceeds from the offering. Therefore, we had no deferred offering costs included within other current assets as of September 30, 2020. | Deferred offering costs Deferred offering costs are capitalized and consist of fees incurred in connection with the anticipated sale of common stock in an initial public offering (“IPO”) and include legal, accounting, printing, and other IPO-related costs. Upon completion of an IPO, these deferred costs will be reclassified to stockholders’ equity and recorded against the proceeds from the offering. In the event an IPO is terminated, the deferred offering costs would be expensed in the period of termination as a charge to operating expenses in the consolidated statements of operations. The balance of deferred offering costs included within other current assets at December 31, 2019 was $2.3 million. As of December 31, 2018, the Company had not incurred such costs. |
Foreign currency remeasurement | Foreign currency remeasurement Our reporting currency is the U.S. dollar. The functional currency of all our international operations is the U.S. dollar. The assets, liabilities, revenues and expenses of the Company’s foreign operations are remeasured in accordance with ASC Topic 830, Foreign Currency Matters. Remeasurement adjustments are recorded as foreign currency transaction gains (losses) in the consolidated statement of operations. For the years ended December 31, 2019 and 2018, the Company recognized a foreign currency loss of $1.3 million and $0.4 million, respectively. | |
Stock-based compensation | Share‑based compensation The Company applies the provisions of ASC Topic 718, Compensation — Stock Compensation (“ASC 718”), in its accounting and reporting for stock‑based compensation. ASC 718 requires all stock‑based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. All service‑based options outstanding under the Company’s option plans have exercise prices equal to the fair value of the Company’s stock on the grant date. The fair value of these service options is determined using the Black‑Scholes option pricing model. The estimated fair value of service‑based awards is recognized as compensation expense over the applicable vesting period. All awards expire after 10 years. There were no service option grants during the nine months ended September 30, 2020. Compensation cost for restricted stock units is determined based on the fair market value of the Company’s stock at the date of the grant. Stock‑based compensation expense is generally recognized over the required service period. Forfeitures are accounted for when they occur. The Company also grants performance‑based awards to certain executives that vest and become exercisable when Vista’s realized cash return on its investment in the Company equals or exceeds $1.515 billion upon a change in control of the Company (“Termination Event”). The terms of the agreement do not specify a performance period for the occurrence of the Termination Event. The contractual term of the awards is 10 years. These options are also referred to as return target options. The Company uses a Modified Black‑Scholes option pricing model which uses Level 3 inputs for fair value measurement. In conjunction with the IPO, the vesting conditions of the performance-based awards were modified to also vest following an IPO and registration and sale of shares by Vista provided that Vista achieves a cash return on its equity investment in the Company equaling or exceeding $1.515 billion. In accordance with ASC 718, we calculated the fair value of these options on the modification date. The value of these options on the date of modification was $33.0 million as of June 30, 2020. As the awards are not currently considered probable of meeting vesting requirements no expense has been recognized, and the timing of any future expense recognition is unknown. | Stock‑based compensation The Company applies the provisions of ASC Topic 718, Compensation — Stock Compensation (“ASC 718”), in its accounting and reporting for stock‑based compensation. ASC 718 requires all stock‑based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. All service‑based options outstanding under the Company’s option plans have exercise prices equal to the fair value of the Company’s stock on the grant date. The fair value of these service options is determined using the Black‑Scholes option pricing model. The estimated fair value of service‑based awards is recognized as compensation expense over the applicable vesting period. All awards expire after 10 years. The fair value of each grant of service options was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires judgment to determine. Expected Term — The expected term of stock options represents the weighted-average period the stock options are expected to be outstanding. For time-based awards, the estimated expected term of options granted is generally calculated as the vesting period plus the midpoint of the remaining contractual term, as the Company does not have sufficient historical information to develop reasonable expectations surrounding future exercise patterns and post-vesting employment termination behavior. Expected Volatility — The expected stock price volatility assumption was determined by examining the historical volatilities of a group of industry peers, as the Company did not have any trading history for its common stock. The Company will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company’s common stock becomes available. Risk-Free Interest Rate — The risk-free rate assumption was based on the U.S. Treasury instruments with terms that were consistent with the expected term of the Company’s stock options. Expected Dividend — The expected dividend assumption was based on the Company’s history and expectation of dividend payouts. Fair Value of Common Stock — The fair value of the shares of common stock underlying the stock options has historically been the responsibility of and determined by the Company’s board of directors. Because there has been no public market for the Company’s common stock, the board of directors has used independent third-party valuations of the Company’s common stock, operating and financial performance, and general and industry-specific economic outlook, amongst other factors. Years Ended December 31, 2019 2018 Expected life of options 6.25 years 6.25 years Expected volatility 45.1 % – 45.3 % 44.8 % – 46.6% Risk-free interest rates 1.6 % – 1.7 % 2.5 % – 2.8% Expected dividend yield — — Weighted-average grant-date fair value $ 7.29 $ 2.69 Compensation cost for restricted stock units is determined based on the fair market value of the Company’s stock at the date of the grant. Stock-based compensation expense is generally recognized over the required service period. Forfeitures are accounted for when they occur. The Company also grants performance-based awards to certain executives that vest and become exercisable when Vista’s realized cash return on its investment in the Company equals or exceeds $1.515 billion upon a change in control of the Company (“Termination Event”). The terms of the agreement do not specify a performance period for the occurrence of the Termination Event. The contractual term of the awards is 10 years. These options are also referred to as return target options. Since the performance condition relates to a Termination Event, and as a change of control cannot be probable until it occurs, no compensation expense will be recorded until a Termination Event. In 2018, as there is also a market condition with these options based on a return on equity target, the fair value of the awards was determined using a Monte Carlo simulation. In 2019, the Company used a Modified Black-Scholes option pricing model which uses Level 3 inputs for fair value measurement which would yield similar results to the Monte Carlo simulation and simplify the process. Years Ended December 31, 2019 2018 Expected life of options 3 - 3.25 years 4.50 years Expected volatility 50 % – 55 % 55 % Risk-free interest rates 1.49 % – 1.67 % 2.7 % Expected dividend yield — — Weighted-average grant-date fair value $ 6.02 $ 1.91 |
Income taxes | Income taxes We account for income taxes in accordance with ASC Topic 740, Income Taxes, under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We use a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. A tax position is recognized when it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority. The standard also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition. | |
Revenue recognition | Revenue recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) and follows a five-step model to determine the appropriate amount of revenue to be recognized in accordance with ASC 606. Disaggregation of Revenue The Company separates revenue into recurring and non‑recurring categories to disaggregate those revenues that are one‑time in nature from those that are term‑based and renewable. Revenue from recurring and non‑recurring contractual arrangements are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) SaaS subscription and support and maintenance $ 57,933 $ 41,916 $ 160,989 $ 112,872 On‑premise subscription 7,849 5,135 18,159 12,224 Recurring revenue 65,782 47,051 179,148 125,096 Perpetual licenses 1,017 2,283 3,811 7,381 Professional services 3,605 5,234 10,066 14,529 Non‑recurring revenue 4,622 7,517 13,877 21,910 Total revenue $ 70,404 $ 54,568 $ 193,025 $ 147,006 Contract Balances Contract liabilities consist of customer billings in advance of revenue being recognized. The Company invoices its customers for subscription, support and maintenance and services in advance. Changes in contract liabilities, including revenue earned during the period from the beginning contract liability balance and new deferrals of revenue during the period, were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) Balance, beginning of the period $ 157,738 $ 117,919 $ 140,710 $ 100,662 Revenue earned (50,038) (39,261) (147,324) (116,145) Deferral of revenue 80,538 54,651 194,852 148,792 Balance, end of the period $ 188,238 $ 133,309 $ 188,238 $ 133,309 There were no significant changes to our contract assets and liabilities during the three and nine months ended September 30, 2020 and 2019 outside of our sales activities. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancelable amounts to be invoiced. As of September 30, 2020 and December 31, 2019, the Company had $199.1 million and $149.5 million, respectively, of remaining performance obligations, with 82% and 86%, respectively, expected to be recognized as revenue over the succeeding 12 months, and the remainder expected to be recognized over the three years thereafter. Deferred Contract Costs Sales commissions as well as associated payroll taxes and retirement plan contributions (together, contract costs) that are incremental to the acquisition of customer contracts, are capitalized using a portfolio approach as deferred contract costs on the consolidated balance sheet when the period of benefit is determined to be greater than one year. Total amortization of contract costs for the three months ended September 30, 2020 and 2019 was $2.5 million and $1.7 million, respectively. Total amortization of contract costs for the nine months ended September 30, 2020 and 2019 was $6.7 million and $4.5 million, respectively. The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could affect the period of benefit of these deferred contract costs. There were no impairment losses recorded during the three and nine months ended September 30, 2020 and 2019. For the three and nine months ended September 30, 2020, the Company had two distributors that accounted for more than 10% of total net revenues. Total receivables related to these distributors were $15.2 million at September 30, 2020. For the three and nine months ended September 30, 2019, the Company had one distributor that accounted for more than 10% of total net revenues. Total receivables related to this distributor were $6.0 million at December 31, 2019. | Revenue recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). To determine the appropriate amount of revenue to be recognized in accordance with ASC 606, the Company follows a five-step model as follows: · Identify the contract with a customer · Identify the performance obligations in the contract · Determine the transaction price · Allocate the transaction price to the performance obligations in the contract · Recognize revenue when or as performance obligations are satisfied The Company’s revenue is primarily derived from sales of SaaS subscriptions, support and maintenance contracts, software licenses, and related professional services. The Company’s products and services are marketed and sold directly, as well as indirectly through third-party resellers, to the end-user. The Company assesses the contract term as the period in which the parties to the contract have enforceable rights and obligations. The contract term can differ from the stated term in contracts with certain termination or renewal rights, depending on whether there are substantive penalties associated with those rights. Customer contracts are generally standardized and non-cancelable for the duration of the stated contract term. Nature of Products and Services Subscription: Subscription includes SaaS subscription arrangements which include a promise to allow customers to access software hosted by the Company over the contract period, without allowing the customer to take possession of the software or transfer hosting to a third party. Subscription also includes support and maintenance, which includes when-and-if available software updates and technical support on our perpetual and on-premise subscription licenses. Because the subscription represents a stand-ready obligation to provide a series of distinct periods of access to the subscription, which are all substantially the same and that have the same pattern of transfer to the customer, subscriptions are accounted for as a series and revenue is recognized ratably over the contract term, beginning at the point when the customer is able to use and benefit from the subscription. Services: Services, including training, are often sold as part of new software license or subscription contracts. These services are fulfilled by the Company and with the use of other vendors and do not significantly modify, integrate or otherwise depend on other performance obligations included in the contracts. Services are generally performed over a one- to two-day period and, when sold as part of new software license or subscription contracts, at or near the outset of the related contract. When other vendors participate in the provisioning of the services, the Company recognizes the related revenue on a gross basis as the Company is the principal in these arrangements. Revenue related to services is recognized, as the Company’s performance obligation is fulfilled. Related fulfillment costs are recognized as incurred. License: Licenses include sales of perpetual and on-premise subscription arrangements. Licenses for on-premise software provide the customer with a right to use the software as it exists when made available to the customer. Revenue from software licenses is recognized upon transfer of control to the customer, which is typically upon making the software available to the customer. Certain contracts may include explicit options to renew maintenance at a stated price. These options are generally priced in line with the stand-alone selling price (“SSP”) and therefore do not provide a material right to the customer. If the option provides a material right to the customer, then the material right is accounted for as a separate performance obligation and the Company recognizes revenue when those future goods or services underlying the option are transferred or when the option expires. Significant Judgments When the Company’s contracts with customers contain multiple performance obligations, the contract transaction price is allocated on a relative SSP basis to each performance obligation. The Company typically determines SSP based on observable selling prices of its products and services. In instances where SSP is not directly observable, such as with software licenses that are never sold on a stand-alone basis, SSP is determined using information that may include market conditions and other observable inputs. SSP is typically established as ranges and the Company typically has more than one SSP range for individual products and services due to the stratification of those products and services by customer class, channel type, and purchase quantity, among other circumstances. Transaction Price The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. Revenue from sales is recorded based on the transaction price, which includes estimates of variable consideration. The amount of variable consideration that is included in the transaction price is constrained and is included only to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s contracts with customers may include service level agreements, which entitle the customer to receive service credits, and in certain cases, service refunds, when defined service levels are not met. These arrangements represent a form of variable consideration, which is included in the calculation of the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company estimates the amount of variable consideration at the expected value based on its assessment of legal enforceability, anticipated performance and a review of specific transactions, historical experience, and market and economic conditions. The Company has historically not experienced any significant incidents affecting the defined levels of reliability and performance as required by the contracts and therefore, the related amounts are not constrained. Disaggregation of Revenue The Company separates revenue into recurring and non‑recurring categories to disaggregate those revenues that are one‑time in nature from those that are term‑based and renewable. Revenue from recurring and non‑recurring contractual arrangements are as follows: Years Ended December 31, ($000's) 2019 2018 SaaS subscription and support and maintenance $ 159,111 $ 100,350 On‑premise subscription 16,078 12,690 Recurring revenue 175,189 113,040 Perpetual licenses 9,830 13,316 Professional services 19,008 20,206 Non‑recurring revenue 28,838 33,522 Total revenue $ 204,027 $ 146,562 Contract Balances The timing of revenue recognition may not align with the right to invoice the customer. The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment regardless of whether revenue has been recognized. For multiyear agreements, the Company will either invoice the customer in full at the inception of the contract or annually at the beginning of each annual period. If revenue has not yet been recognized, then a contract liability (deferred revenue) is also recorded. Deferred revenue classified as current on the consolidated balance sheet is expected to be recognized as revenue within one year. Non-current deferred revenue will be fully recognized within five years. If revenue is recognized in advance of the right to invoice, a contract asset is recorded. Contract liabilities consist of customer billings in advance of revenue being recognized. The Company invoices its customers for subscription, support and maintenance and services in advance. Changes in contract liabilities were as follows: Years Ended December 31, ($000's) 2019 2018 Balance, beginning of the period $ 100,662 $ 68,048 Revenue earned (86,220) (54,955) Deferral of revenue 126,268 87,569 Balance, end of the period $ 140,710 $ 100,662 There were no significant changes to our contract assets and liabilities during the years ended December 31, 2019 and 2018 outside of our sales activities. In instances where the timing of revenue recognition differs from the timing of the right to invoice, the Company has determined that a significant financing component generally does not exist. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the products and services and not to receive financing from or provide financing to the customer. Additionally, the Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less. Payment terms on invoiced amounts are typically 30-days. The Company does not offer rights of return for its products and services in the normal course of business and contracts generally do not include customer acceptance clauses. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancelable amounts to be invoiced. As of December 31, 2019, the Company had $149.5 million of remaining performance obligations, with 86% expected to be recognized as revenue over the succeeding 12 months, and the remainder expected to be recognized over the three years thereafter. Deferred Contract Costs Sales commissions as well as associated payroll taxes and retirement plan contributions (together, contract costs) that are incremental to the acquisition of customer contracts, are capitalized using a portfolio approach as deferred contract costs on the consolidated balance sheet when the period of benefit is determined to be greater than one year. The Company has elected to apply the practical expedient to expense contract costs as incurred when the expected amortization period is one year or less. The judgments made in determining the amount of costs incurred include the portion of the commissions that are expensed in the current period versus the portion of the commissions that are recognized over the expected period of benefit, which often extends beyond the contract term as we do not pay a commission upon renewal of the service contracts. Contract costs are allocated to each performance obligation within the contract and amortized on a straight-line basis over the expected benefit period of the related performance obligations. Contract costs are amortized as a component of sales and marketing expenses in our consolidated statement of operations. We have determined that the expected period of benefit is five years based on evaluation of a number of factors, including customer attrition rates, weighted average useful lives of our customer relationship and developed technology intangible assets, and market factors, including overall competitive environment and technology life of competitors. Total amortization of contract costs for the years ended December 31, 2019 and 2018 was $6.2 million and $3.4 million, respectively. The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could affect the period of benefit of these deferred contract costs. There were no impairment losses recorded during the years ended December 31, 2019 and 2018. |
Software development costs | Software development costs Costs related to research, design and development of software products prior to establishment of technological feasibility are charged to software development expense as incurred. Software development costs, if material, are capitalized, beginning when a product’s technological feasibility has been established using the working model approach and ending when a product is available for general release to customers. For the years ended December 31, 2019 and 2018, no software development costs were capitalized, because the time period and costs incurred between technological feasibility and general release for all software product releases were insignificant. For the years ended December 31, 2019 and 2018, total research and development costs were $42.8 million and $31.5 million, respectively. | |
Advertising costs | Advertising costs Advertising costs are expensed as incurred and presented within selling and marketing within the consolidated statement of operations. Advertising costs were $8.7 million and $7.6 million for the years ended December 31, 2019 and 2018, respectively. | |
Interest expense, net | Interest expense, net For the year ended December 31, 2019, interest expense from debt financing of $21.9 million is offset by interest income from cash investments of $0.5 million. For the year ended December 31, 2018, interest expense from debt financing of $18.7 million is offset by interest income from cash investments of $0.5 million. | |
Recently issued accounting pronouncements not yet adopted and Adoption of new accounting pronouncements | Recently issued accounting pronouncements not yet adopted From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. Financial Instruments — Credit Losses In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”), which introduces a model based on expected losses to estimate credit losses for most financial assets and certain other instruments. In November 2019, the FASB issued ASU No. 2019‑10 Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019‑10”). The update allows the extension of the initial effective date for entities which have not yet adopted ASU No. 2016‑02, Leases (Topic 842) (“ASU 2016‑02”). The standard is effective for annual reporting periods beginning after December 15, 2022, with early adoption permitted for annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions by recording a cumulative‑effect adjustment to retained earnings. The Company has not yet adopted ASU 2016‑13 and is currently evaluating the effect the standard will have on its consolidated financial statements. Leases In February 2016, the FASB issued ASU 2016‑02 to increase transparency and comparability among organizations related to their leasing arrangements. The update requires lessees to recognize most leases on their balance sheets, with the exception of short-term leases if a policy election is made, while recognizing lease expense on their income statements in a manner similar to current GAAP. The guidance also requires entities to disclose key quantitative and qualitative information about its leasing arrangements. The Company expects to adopt the new lease standard on January 1, 2021 using the optional transition method to the modified retrospective approach. The Company has formed an implementation team, commenced identification of our lease population, and selected new software to manage the lease portfolio and perform the accounting required under the new lease standard. The Company is still assessing the impact of adoption of the new lease standard on the consolidated financial statements. Reference Rate Reform In March 2020, the FASB issued ASU No. 2020‑04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020‑04”), which provides entities with temporary optional financial reporting alternatives to ease the potential burden in accounting for reference rate reform and includes a provision that allows entities to account for a modified contract as a continuation of an existing contract. ASU 2020‑04 is effective upon issuance and can be applied through December 31, 2022. The Company is currently evaluating the effect the standard will have on its consolidated financial statements. Adoption of new accounting pronouncements Income Taxes In December 2019, the FASB issued ASU No. 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019‑12”), which simplifies the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019‑12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022. The Company early adopted the standard in the third quarter of 2020. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements. Fair Value Measurement — Disclosure Framework In August 2018, the FASB issued ASU No. 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018‑13”), which amends ASC Topic 820, Fair Value Measurements . ASU 2018‑13 modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The effective date of ASU 2018-13 is the first quarter of fiscal year 2020. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements. Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In March 2018, the FASB issued ASU No. 2018‑15, Intangibles — Goodwill and Others — Internal‑Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018‑15”), which aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal‑use software under ASC Subtopic 350‑40, in order to determine which costs to capitalize and recognize as an asset. ASU 2018‑15 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company adopted the new standard in the first quarter of fiscal year 2020. The adoption of the standard did not have an impact on the Company’s consolidated financial statements as the Company does not have any of these arrangements. Improvements to Nonemployee Share‑Based Payment Accounting In June 2018, the FASB issued ASU No. 2018‑07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share‑Based Payment Accounting (“ASU 2018‑07”), with an intent to reduce cost and complexity and to improve financial reporting for share‑based payments issued to nonemployees. The amendments in ASU 2018‑07 provide for the simplification of the measurement of share‑based payment transactions for acquiring goods and services from nonemployees. Currently, the accounting requirements for nonemployee and employee share‑based payment transactions are significantly different. This standard expands the scope of ASC Topic 718 to include share‑based payments issued to nonemployees for goods or services, aligning the accounting for share‑based payments to nonemployees and employees. ASU 2018‑07 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those periods, and early adoption is permitted. The Company adopted the new standard in the first quarter of fiscal year 2020. The adoption did not have an impact on the Company’s consolidated financial statements as the Company does not have any nonemployee share‑based payment awards. | Recently issued accounting pronouncements not yet adopted From time to time, new accounting pronouncements are issued by the FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. Financial Instruments — Credit Losses In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”), which introduces a model based on expected losses to estimate credit losses for most financial assets and certain other instruments. In November 2019, the FASB issued ASU No. 2019‑10 Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019‑10”). The update allows the extension of the initial effective date for entities which have not yet adopted ASU No. 2016‑02, Leases (Topic 842) (“ASU 2016‑02”). The standard is effective for annual reporting periods beginning after December 15, 2022, with early adoption permitted for annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions by recording a cumulative‑effect adjustment to retained earnings. The Company has not yet adopted ASU 2016‑13 and is currently evaluating the effect the standard will have on its consolidated financial statements. Fair Value Measurement — Disclosure Framework In August 2018, the FASB issued ASU No. 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018‑13”), which amends ASC Topic 820, Fair Value Measurements . ASU 2018‑13 modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The effective date is the first quarter of fiscal year 2021, with early adoption permitted for the removed disclosures and delayed adoption permitted until fiscal year 2021 for the new disclosures. The removed and modified disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. The Company has not yet adopted ASU 2018‑13 and is currently evaluating the effect the standard will have on its consolidated financial statements. Leases In February 2016, the FASB issued ASU 2016‑02. The update requires lessees to put most leases on their balance sheets while recognizing expenses on their income statements in a manner similar to current GAAP. The guidance also eliminates current real estate‑specific provisions for all entities. For lessors, the guidance modifies the classification criteria and the accounting for sales‑type and direct financing leases. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities . The update defers the initial effective date of ASU 2016-02 by one year for private companies and private not-for-profits. For these entities the effective date is for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted, and the modified retrospective method is to be applied. The Company is currently assessing the timing and impact of adopting the updated provisions. Income Taxes In December 2019, the FASB issued ASU No. 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019‑12”), which simplifies the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019‑12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022. Early adoption is permitted. The method of adoption varies for the provisions in the update. The Company is currently evaluating the effect the standard will have on its consolidated financial statements. Reference Rate Reform In March 2020, the FASB issued ASU No. 2020‑04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020‑04”), which provides entities with temporary optional financial reporting alternatives to ease the potential burden in accounting for reference rate reform and includes a provision that allows entities to account for a modified contract as a continuation of an existing contract. ASU 2020‑04 is effective upon issuance and can be applied through December 31, 2022. The Company is currently evaluating the effect the standard will have on its consolidated financial statements. Adoption of new accounting pronouncements Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In March 2018, the FASB issued ASU No. 2018‑15, Intangibles — Goodwill and Others — Internal‑Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018‑15”), which aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal‑use software under ASC Subtopic 350‑40, in order to determine which costs to capitalize and recognize as an asset. ASU 2018‑15 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company adopted the new standard in the first quarter of fiscal year 2020. The adoption of the standard did not have an impact on the Company’s consolidated financial statements (unaudited) as the Company does not have any of these arrangements. Improvements to Nonemployee Share‑Based Payment Accounting In June 2018, the FASB issued ASU No. 2018‑07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share‑Based Payment Accounting (“ASU 2018‑07”), with an intent to reduce cost and complexity and to improve financial reporting for share‑based payments issued to nonemployees. The amendments in ASU 2018‑07 provide for the simplification of the measurement of share‑based payment transactions for acquiring goods and services from nonemployees. Currently, the accounting requirements for nonemployee and employee share‑based payment transactions are significantly different. This standard expands the scope of ASC Topic 718 to include share‑based payments issued to nonemployees for goods or services, aligning the accounting for share‑based payments to nonemployees and employees. ASU 2018‑07 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those periods, and early adoption is permitted. The Company adopted the new standard in the first quarter of fiscal year 2020. The adoption did not have an impact on the Company’s consolidated financial statements (unaudited) as the Company does not have any nonemployee share‑based payment awards |
Basis of presentation and des_2
Basis of presentation and description of business (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Basis of presentation and description of business | ||
Schedule of revenue by geographic location | Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) Revenue: The Americas $ 54,631 $ 42,459 $ 149,806 $ 112,980 Europe, the Middle East, India, and Africa 11,754 9,313 32,483 25,972 Asia Pacific 4,019 2,796 10,736 8,054 $ 70,404 $ 54,568 $ 193,025 $ 147,006 | Years Ended December 31, ($000's) 2019 2018 Revenue: The Americas $ 156,259 $ 117,454 Europe, the Middle East, India, and Africa 36,235 20,536 Asia Pacific 11,533 8,572 $ 204,027 $ 146,562 |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of activity related to allowance for doubtful accounts | Years Ended December 31, ($000’s) 2019 2018 Balance, beginning of period $ 60 $ 60 Bad-debt expense 279 37 Accounts written off (139) (37) Balance, end of period $ 200 $ 60 | |
Schedule of disaggregation of revenue | Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) SaaS subscription and support and maintenance $ 57,933 $ 41,916 $ 160,989 $ 112,872 On‑premise subscription 7,849 5,135 18,159 12,224 Recurring revenue 65,782 47,051 179,148 125,096 Perpetual licenses 1,017 2,283 3,811 7,381 Professional services 3,605 5,234 10,066 14,529 Non‑recurring revenue 4,622 7,517 13,877 21,910 Total revenue $ 70,404 $ 54,568 $ 193,025 $ 147,006 | Years Ended December 31, ($000's) 2019 2018 SaaS subscription and support and maintenance $ 159,111 $ 100,350 On‑premise subscription 16,078 12,690 Recurring revenue 175,189 113,040 Perpetual licenses 9,830 13,316 Professional services 19,008 20,206 Non‑recurring revenue 28,838 33,522 Total revenue $ 204,027 $ 146,562 |
Schedule of changes in contract assets and liabilities | Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) Balance, beginning of the period $ 157,738 $ 117,919 $ 140,710 $ 100,662 Revenue earned (50,038) (39,261) (147,324) (116,145) Deferral of revenue 80,538 54,651 194,852 148,792 Balance, end of the period $ 188,238 $ 133,309 $ 188,238 $ 133,309 | Years Ended December 31, ($000's) 2019 2018 Balance, beginning of the period $ 100,662 $ 68,048 Revenue earned (86,220) (54,955) Deferral of revenue 126,268 87,569 Balance, end of the period $ 140,710 $ 100,662 |
Service-based options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of stock-based payment award valuation inputs | Years Ended December 31, 2019 2018 Expected life of options 6.25 years 6.25 years Expected volatility 45.1 % – 45.3 % 44.8 % – 46.6% Risk-free interest rates 1.6 % – 1.7 % 2.5 % – 2.8% Expected dividend yield — — Weighted-average grant-date fair value $ 7.29 $ 2.69 | |
Performance-Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of stock-based payment award valuation inputs | Years Ended December 31, 2019 2018 Expected life of options 3 - 3.25 years 4.50 years Expected volatility 50 % – 55 % 55 % Risk-free interest rates 1.49 % – 1.67 % 2.7 % Expected dividend yield — — Weighted-average grant-date fair value $ 6.02 $ 1.91 |
Equipment and leasehold impro_2
Equipment and leasehold improvements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of equipment and leasehold improvements | As of December 31, ($000’s) 2019 2018 Computers $ 8,505 $ 4,552 Software 527 519 Furniture/fixtures 3,675 1,876 Leasehold improvements 6,523 5,160 Capital in progress 70 120 19,300 12,227 Less: accumulated depreciation (6,823) (2,999) $ 12,477 $ 9,228 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Schedule of pro forma results | Year ended December 31, 2018 Revenues $ 149,445 Net loss (40,186) Net loss per share, basic and diluted $ (0.39) | |
ZuluDesk B.V | ||
Business Acquisition [Line Items] | ||
Schedule of assets acquired and liabilities assumed at the date of acquisition | Assets acquired: Cash $ 3,325 Other current assets 1,306 Long‑term assets 154 Liabilities assumed: Accounts payable and accrued liabilities (419) Deferred revenue (3,050) Deferred tax liability (2,996) Intangible assets acquired 12,310 Goodwill 28,000 Total purchase consideration $ 38,630 | ($000's) Assets acquired: Cash $ 3,325 Other current assets 1,306 Long‑term assets 154 Liabilities assumed: Accounts payable and accrued liabilities (419) Deferred revenue (3,050) Deferred tax liability (2,996) Intangible assets acquired 12,310 Goodwill 28,000 Total purchase consideration $ 38,630 |
Digita Security LLC | ||
Business Acquisition [Line Items] | ||
Schedule of assets acquired and liabilities assumed at the date of acquisition | Assets acquired: Cash $ 512 Other current assets 1 Long‑term assets 12 Liabilities assumed: Accounts payable and accrued liabilities (119) Intangible assets acquired 3,300 Goodwill 10,673 Total purchase consideration $ 14,379 | ($000's) Assets acquired: Cash $ 512 Other current assets 1 Long‑term assets 12 Liabilities assumed: Accounts payable and accrued liabilities (119) Intangible assets acquired 3,300 Goodwill 10,673 Total purchase consideration $ 14,379 |
Orchard & Grove, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Schedule of assets acquired and liabilities assumed at the date of acquisition | ($000’s) Assets acquired: Cash $ 138 Other current assets 71 Long-term assets 10 Liabilities assumed: Accounts payable and accrued liabilities (73) Deferred revenue (138) Deferred tax liability (356) Intangible assets acquired 1,580 Goodwill 835 Total purchase consideration $ 2,067 |
Goodwill and other intangible_2
Goodwill and other intangible assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill and other intangible assets | ||
Schedule of changes in carrying amount of goodwill | Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) Goodwill, beginning of period $ 539,818 $ 529,145 $ 539,818 $ 501,145 Goodwill acquired — 10,673 — 38,673 Goodwill, end of period $ 539,818 $ 539,818 $ 539,818 $ 539,818 | Years Ended December 31, ($000's) 2019 2018 Goodwill, beginning of period $ 501,145 $ 499,892 Goodwill acquired 38,673 1,253 Goodwill, end of period $ 539,818 $ 501,145 |
Schedule of gross carrying amount and accumulated amortization of intangible assets other than goodwill | Weighted‑ Average Accumulated Net Carrying Remaining Useful Life Gross Value Amortization Value Useful Life (in thousands) Trademarks 1‑8 years $ 34,320 $ 9,167 $ 25,153 5.8 years Customer relationships 2‑12 years 214,320 37,564 176,756 9.7 years Developed technology 5 years 53,560 20,419 33,141 3.2 years Non‑competes 2 years 90 41 49 1.1 years Balance, December 31, 2019 $ 302,290 $ 67,191 $ 235,099 Trademarks 8 years $ 34,320 $ 12,383 $ 21,937 5.1 years Customer relationships 2‑12 years 214,320 51,259 163,061 9.0 years Developed technology 5 years 53,560 28,453 25,107 2.4 years Non‑competes 2 years 90 75 15 0.3 years Balance, September 30, 2020 $ 302,290 $ 92,170 $ 210,120 | Weighted‑ Average Accumulated Net Carrying Remaining ($000's) Useful Life Gross Value Amortization Value Useful Life Trademarks 8 years $ 34,300 $ 4,859 $ 29,441 Customer relationships 2 - 12 years 206,420 19,497 186,923 Developed technology 5 years 45,960 10,153 35,807 Balance, December 31, 2018 $ 286,680 $ 34,509 $ 252,171 Trademarks 1 - 8 years 34,320 9,167 25,153 5.8 Years Customer relationships 2 - 12 years 214,320 37,564 176,756 9.7 Years Developed technology 5 years 53,560 20,419 33,141 3.2 Years Non‑competes 2 years 90 41 49 1.1 Years Balance, December 31, 2019 $ 302,290 $ 67,191 $ 235,099 |
Schedule of future estimated amortization expense | ($000’s) Years ending December 31: 2020 $ 33,290 2021 33,187 2022 32,003 2023 24,218 2024 22,921 Thereafter 89,480 $ 235,099 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Schedule of future minimum lease payments under non-cancelable leases | ($000’s) Unrelated Related Total Years ending December 31: 2020 $ 3,676 $ 1,069 $ 4,745 2021 3,693 1,079 4,772 2022 3,343 1,090 4,433 2023 3,206 1,101 4,307 2024 2,820 832 3,652 Thereafter 8,550 — 8,550 $ 25,288 $ 5,171 $ 30,459 |
Schedule of minimum payments under contractual agreements | ($000’s) Unrelated Years ending December 31: 2020 $ 9,791 2021 4,193 2022 4,542 2023 343 2024 — Thereafter — $ 18,869 |
Share-based compensation (Table
Share-based compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Summary of restricted stock units stock option activity | Per Unit Units Fair Value Outstanding, December 31, 2019 36,520 $ 12.60 Granted 1,262,308 26.00 Restrictions lapsed — — Forfeited (7,772) 26.00 Outstanding, September 30, 2020 1,291,056 $ 25.62 | Per Unit Units Fair Value Outstanding, January 1, 2018 26,840 $ 5.49 Granted 25,520 5.87 Restrictions lapsed (26,840) 5.49 Forfeited — — Outstanding, December 31, 2018 25,520 5.87 Granted 36,520 12.60 Restrictions lapsed (25,520) 5.87 Forfeited — — Outstanding, December 31, 2019 36,520 12.60 |
Service-based options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Summary of stock-option activity | Weighted‑ Weighted‑ Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Options Price Term (Years) (in thousands) Outstanding, December 31, 2019 4,073,286 $ 5.65 8.1 $ 37,520 Granted — — Exercised (33,792) 5.49 498 Forfeitures — — Outstanding, September 30, 2020 4,039,494 $ 5.65 7.3 $ 129,098 Options exercisable at September 30, 2020 2,400,693 $ 5.50 7.2 $ 77,080 Vested or expected to vest at September 30, 2020 4,039,494 $ 5.65 7.3 $ 129,098 | Weighted‑ Weighted‑ Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Options Price Term (Years) (in thousands) Outstanding, January 1, 2018 4,122,070 $ 5.49 — $ — Granted 535,957 5.62 — Exercised (322,851) 5.49 123 Forfeitures (89,467) 5.49 — Outstanding, December 31, 2018 4,245,709 — Granted 212,668 8.21 — Exercised (168,391) 5.49 256 Forfeitures (216,700) 5.49 — Outstanding, December 31, 2019 4,073,286 $ 5.65 8.1 $ 37,520 Options exercisable at December 31, 2019 1,640,037 $ 5.50 8.0 $ 15,350 Vested or expected to vest at December 31, 2019 4,073,286 $ 5.65 8.1 $ 37,520 |
Schedule of stock based compensation | Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) Cost of revenue: Subscription $ 314 $ 38 $ 390 $ 156 Services 62 — 62 — Sales and marketing 675 112 897 348 Research and development 523 99 821 284 General and administrative 754 349 1,733 1,028 $ 2,328 $ 598 $ 3,903 $ 1,816 | Years Ended December 31, ($000's) 2019 2018 Cost of revenues: Subscription $ 194 $ 225 Services — — Sales and marketing 460 529 Research and development 394 239 General and administrative 1,413 1,322 $ 2,461 $ 2,315 |
Performance-based options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Summary of stock-option activity | Weighted‑ Weighted‑ Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Options Price Term (Years) (in thousands) Outstanding, December 31, 2019 3,687,664 $ 6.75 8.8 $ 29,908 Granted — — Exercised — — — Forfeitures — — Outstanding, September 30, 2020 3,687,664 $ 6.75 8.0 $ 113,786 Options exercisable at September 30, 2020 — $ — — $ — Vested or expected to vest at September 30, 2020 — $ — — $ — | Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Options Price Term (Years) (in thousands) Outstanding, January 1, 2018 2,105,772 $ 5.49 $ — Granted 183,884 5.54 — Exercised — — — Forfeitures (89,467) 5.49 — Outstanding, December 31, 2018 2,200,189 5.49 8.9 — Granted 1,653,209 8.29 — Exercised — — — Forfeitures (165,734) 5.49 — Outstanding, December 31, 2019 3,687,664 $ 6.75 8.8 $ 29,908 Options exercisable at December 31, 2019 — $ — — $ — Vested or expected to vest at December 31, 2019 — $ — — $ — |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Net Loss per Share | ||
Schedule of computation of basic and diluted net loss per share | Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands, except share and per share amounts) Numerator: Net loss $ (5,093) $ (4,670) $ (13,806) $ (21,351) Denominator: Weighted‑average shares used to compute net loss per share, basic and diluted 113,203,074 102,791,023 106,333,836 102,727,198 Basic and diluted net loss per share $ (0.04) $ (0.05) $ (0.13) $ (0.21) | Years Ended December 31, 2019 2018 Numerator: Net loss $ (32,600) $ (36,256) Denominator: Weighted-average shares outstanding 102,752,092 102,325,465 Weighted‑average shares used to compute net loss per share, basic and diluted 102,752,092 102,325,465 Basic and diluted net loss per share $ (0.32) $ (0.35) |
Schedule of potentially dilutive securities excluded from the computation of diluted weighted-average shares outstanding | Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Stock options outstanding 7,727,158 5,913,820 7,727,158 5,913,820 Unvested restricted stock units 1,291,056 25,520 1,291,056 25,520 Total potentially dilutive securities 9,018,214 5,939,340 9,018,214 5,939,340 | Years Ended December 31, 2019 2018 Stock options outstanding 7,760,950 6,445,898 Unvested restricted stock units 36,520 25,520 Total potential dilutive securities 7,797,470 6,471,418 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income taxes | |
Schedule of income tax provision (benefit) | Years Ended December 31, ($000’s) 2019 2018 Current: Federal $ (7) $ (38) State 138 123 Foreign 1,013 328 Deferred: Federal (8,990) (10,625) State (1,638) (1,947) Foreign (627) 22 $ (10,111) $ (12,137) |
Schedule of income tax rate reconciliation | Years Ended December 31, ($000’s) 2019 2018 Computed “expected” tax benefit 21.0 % 21.0 % State income tax benefit, net of federal tax effect 2.8 % 3.4 % Permanent differences (0.5) % (0.3) % Foreign rate differential 0.2 % (0.1) % Remeasurement Gain/Loss 0.5 % 0.0 % Tax credits 2.2 % 2.3 % Valuation allowance (1.1) % (0.5) % Transaction costs (0.4) % (0.1) % Deferred rate change (0.3) % (0.2) % GILTI inclusion (0.5) % (1.3) % Other (0.2) % 0.9 % 23.7 % 25.1 % |
Schedule of components of net deferred tax assets and liabilities | December 31, ($000’s) 2019 2018 Deferred tax assets: Allowance for doubtful accounts $ 49 $ 15 Accrued compensation 1,911 1,600 Deferred revenue 2,554 1,288 Deferred rent 191 68 Equipment and leasehold improvements 285 254 Stock options 882 410 Federal tax credits 3,301 2,547 Other 988 514 Net operating losses 25,157 26,161 State research and development tax credits 1,383 1,219 Business interest limitation 7,945 4,176 Valuation allowance (1,213) (750) Net deferred tax assets 43,433 37,502 Deferred tax liabilities: Prepaid items (691) (500) Deferred contract costs (5,322) (2,676) Intangibles (55,553) (60,710) Net deferred tax assets (liabilities) $ (18,133) $ (26,384) |
Condensed Financial Informati_2
Condensed Financial Information - Parent Company Only (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information | |
Condensed Balance Sheet [Table Text Block] | December 31, 2019 2018 Assets Current assets: Cash and cash equivalents $ — $ — Total current assets — — Investment in subsidiaries 503,878 533,094 Total assets $ 503,878 $ 533,094 Liabilities and stockholders’ equity Current liabilities: Current liabilities $ — $ — Total current liabilities — — Other liabilities – Noncurrent — — Total liabilities — — Commitments and contingencies Stockholders’ equity: Common stock, $0.001 par value, 132,000,000 shares authorized, 102,843,612 and 102,649,701 shares issued and outstanding at December 31, 2019 and 2018, respectively 103 103 Additional paid-in capital 568,756 565,372 Accumulated deficit (64,981) (32,381) Total stockholders’ equity 503,878 533,094 Total liabilities and stockholders’ equity $ 503,878 $ 533,094 |
Condensed Income Statement [Table Text Block] | Years Ended December 31, 2019 2018 Revenue $ — $ — Operating expenses — — Income from operations — — Other income (expense), net — — Income before income taxes and equity in net income of subsidiaries — — Benefit for income taxes — — Equity in net income (loss) of subsidiaries (32,600) (36,256) Net loss $ (32,600) $ (36,256) |
Basis presentation and descript
Basis presentation and description of business - Acquisition (Details) $ in Millions | Nov. 13, 2017USD ($) |
Vista Equity Partners [Member] | |
Acquisitions | |
Aggregate purchase price | $ 733.8 |
Basis of presentation and des_3
Basis of presentation and description of business (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | ||||||
Number of operating segment | segment | 1 | 1 | ||||
Number of reportable segment | segment | 1 | 1 | ||||
Revenue | $ 70,404 | $ 54,568 | $ 193,025 | $ 147,006 | $ 204,027 | $ 146,562 |
The Americas | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 54,631 | 42,459 | 149,806 | 112,980 | 156,259 | 117,454 |
Europe, Middle East, India, and Africa | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 11,754 | 9,313 | 32,483 | 25,972 | 36,235 | 20,536 |
Asia Pacific | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 4,019 | $ 2,796 | $ 10,736 | $ 8,054 | $ 11,533 | $ 8,572 |
Summary of significant accoun_4
Summary of significant accounting policies - Trade receivables, net (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($)item | |
Concentration Risk [Line Items] | |||
Receivables payment period | 30 days | ||
Allowance | $ 513 | $ 200 | $ 100 |
Number of significant distributors | item | 1 | 1 | |
Trade accounts receivable, net | 64,151 | $ 46,513 | $ 30,854 |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Accounts Receivable, Allowance for Credit Loss, Beginning Balance | 200 | 60 | 60 |
Bad debt expense | 894 | 279 | 37 |
Accounts written off | (139) | (37) | |
Accounts Receivable, Allowance for Credit Loss, Ending Balance | 200 | 60 | |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Trade accounts receivable, net | $ 15,200 | $ 6,000 | $ 7,800 |
Summary of significant accoun_5
Summary of significant accounting policies - Equipment, intangibles (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||
Number of Reporting Units | item | 1 | |||||
Goodwill, Impairment Loss | $ | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful life of intangible assets | 1 year | |||||
Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful life of intangible assets | 12 years | |||||
Computer Equipment [Member] | Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful life | 3 years | |||||
Computer Equipment [Member] | Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful life | 5 years | |||||
Software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful life | 3 years | |||||
Furniture and Fixtures [Member] | Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful life | 5 years | |||||
Furniture and Fixtures [Member] | Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful life | 7 years |
Summary of significant accoun_6
Summary of significant accounting policies - Deferred offering costs, foreign currency remeasurement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 24, 2020 | |
Summary of significant accounting policies | |||||||
Deferred offering costs | $ 0 | $ 0 | $ 2,300 | $ 0 | $ 7,300 | ||
Foreign currency transaction loss | $ 154 | $ 861 | $ 471 | $ 1,311 | $ 1,252 | $ 418 |
Summary of significant accoun_7
Summary of significant accounting policies - Share-based compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Threshold cash return on investment upon termination event to determine vesting of performance shares | $ 1,515 | ||
Service-based options | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Award expiration period | 10 years | 10 years | |
Expected life of options | 6 years 3 months | 6 years 3 months | |
Expected volatility, Minimum | 45.10% | 44.80% | |
Expected volatility, Maximum | 45.30% | 46.60% | |
Risk-free interest rates, Minimum | 1.60% | 2.50% | |
Risk-free interest rates, Maximum | 1.70% | 2.80% | |
Weighted-average grant-date fair value | $ 7.29 | $ 2.69 | |
Performance-based options | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Award expiration period | 10 years | 10 years | |
Expected life of options | 4 years 6 months | ||
Expected volatility | 55.00% | ||
Expected volatility, Minimum | 50.00% | ||
Expected volatility, Maximum | 55.00% | ||
Risk-free interest rates | 2.70% | ||
Risk-free interest rates, Minimum | 1.49% | ||
Risk-free interest rates, Maximum | 1.67% | ||
Expected dividend yield | 0.00% | ||
Weighted-average grant-date fair value | $ 6.02 | $ 1.91 | |
Threshold cash return on investment upon termination event to determine vesting of performance shares | $ 1,515 | $ 1,515 | |
Minimum | Performance-based options | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected life of options | 3 years | ||
Maximum | Performance-based options | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected life of options | 3 years 3 months |
Summary of significant accoun_8
Summary of significant accounting policies - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 70,404 | $ 54,568 | $ 193,025 | $ 147,006 | $ 204,027 | $ 146,562 |
Recurring Revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 65,782 | 47,051 | 179,148 | 125,096 | 175,189 | 113,040 |
Non-recurring Revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 4,622 | 7,517 | 13,877 | 21,910 | 28,838 | 33,522 |
Subscription | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 57,933 | 41,916 | 160,989 | 112,872 | 159,111 | 100,350 |
Subscription | Recurring Revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 57,933 | 41,916 | 160,989 | 112,872 | 159,111 | 100,350 |
Services/Professional Services | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 3,605 | 5,234 | 10,066 | 14,529 | 19,008 | 20,206 |
Services/Professional Services | Non-recurring Revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 3,605 | 5,234 | 10,066 | 14,529 | 19,008 | 20,206 |
License | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 8,866 | 7,418 | 21,970 | 19,605 | 25,908 | 26,006 |
License | Recurring Revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 7,849 | 5,135 | 18,159 | 12,224 | 16,078 | 12,690 |
License | Non-recurring Revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 1,017 | $ 2,283 | $ 3,811 | $ 7,381 | $ 9,830 | $ 13,316 |
Summary of significant accoun_9
Summary of significant accounting policies - Contract balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of significant accounting policies | ||||||
Non-current deferred revenue recognition period | 5 years | |||||
Change in Contract with Customer, Liability [Abstract] | ||||||
Balance, beginning of the period | $ 157,738 | $ 117,919 | $ 140,710 | $ 100,662 | $ 100,662 | $ 68,048 |
Revenue earned from beginning liability | (86,220) | (54,955) | ||||
Deferral of revenue | 80,538 | 54,651 | 194,852 | 148,792 | 126,268 | 87,569 |
Balance, end of the period | $ 188,238 | $ 133,309 | $ 188,238 | $ 133,309 | $ 140,710 | $ 100,662 |
Revenue, Practical Expedient, Financing Component [true false] | true | |||||
Payment terms | 30 days |
Summary of significant accou_10
Summary of significant accounting policies - Remaining performance obligations (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining Performance Obligation, Revenue | $ 149.5 | |
Remaining Performance Obligation, Revenue Recognition Percentage | 86.00% | |
Remaining Performance Obligation, Revenue Recognition Period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining Performance Obligation, Revenue | $ 199.1 | |
Remaining Performance Obligation, Revenue Recognition Percentage | 82.00% | |
Remaining Performance Obligation, Revenue Recognition Period | 12 months |
Summary of significant accou_11
Summary of significant accounting policies - Deferred contract costs, R&D, Advertising, Interest (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of significant accounting policies | ||||||
Revenue, Practical Expedient, Incremental Cost of Obtaining Contract [true false] | true | |||||
Benefit period | 5 years | |||||
Total amortization of contract costs | $ 2.5 | $ 1.7 | $ 6.7 | $ 4.5 | $ 6.2 | $ 3.4 |
Impairment losses | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 |
Capitalized software development costs | 0 | 0 | ||||
Software research and development costs | 42.8 | 31.5 | ||||
Advertising costs | 8.7 | 7.6 | ||||
interest expense from debt financing | 21.9 | 18.7 | ||||
interest income from cash investments | $ 0.5 | $ 0.5 |
Financial instruments fair va_2
Financial instruments fair value (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of debt | $ 0 | ||
Fair Value | Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of debt | $ 203.1 | $ 173.4 | |
Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of debt | $ 205 | $ 175 |
Equipment and leasehold impro_3
Equipment and leasehold improvements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 19,300 | $ 12,227 | |
Less: accumulated depreciation | (6,823) | (2,999) | |
Property, Plant and Equipment, Net, Total | 12,477 | 9,228 | $ 10,934 |
Depreciation expense | 4,100 | 3,500 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 8,505 | 4,552 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 527 | 519 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 3,675 | 1,876 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 6,523 | 5,160 | |
Capital Assets In Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 70 | $ 120 |
Acquisitions - ZuluDesk B.V. (D
Acquisitions - ZuluDesk B.V. (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 01, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2017 |
Liabilities assumed: | |||||||||
Goodwill | $ 539,818 | $ 539,818 | $ 539,818 | $ 501,145 | $ 539,818 | $ 539,818 | $ 529,145 | $ 499,892 | |
Business Acquisition, Pro Forma Information [Abstract] | |||||||||
Business Acquisition, Pro Forma Revenue | 149,445 | ||||||||
Business Acquisition, Pro Forma Net Income (Loss) | $ (40,186) | ||||||||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax, Per Share, Basic | $ (0.39) | ||||||||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax, Per Share, Diluted | $ (0.39) | ||||||||
Adjustment For Amortization Of Intangibles [Member] | |||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 1,900 | ||||||||
Adjustment Of Deferred Revenue [Member] | |||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 300 | ||||||||
Adjustment Of Interest Expense [Member] | |||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 4,000 | ||||||||
ZuluDesk B.V | |||||||||
Acquisitions | |||||||||
Aggregate purchase price | $ 38,600 | ||||||||
Weighted-average economic life of intangible assets acquired | 7 years | ||||||||
Acquisition-related expenses | 900 | 900 | |||||||
Revenues | $ 1,400 | 2,900 | 4,500 | ||||||
Net income (loss) | $ (500) | $ (300) | |||||||
Debt issuances costs capitalized | $ 500 | ||||||||
Assets acquired: | |||||||||
Cash | 3,325 | ||||||||
Other current assets | 1,306 | ||||||||
Long-term assets | 154 | ||||||||
Liabilities assumed: | |||||||||
Accounts payable and accrued liabilities | (419) | ||||||||
Deferred revenue | (3,050) | ||||||||
Deferred tax liability | (2,996) | ||||||||
Intangible assets acquired | 12,310 | ||||||||
Goodwill | 28,000 | ||||||||
Total purchase consideration | $ 38,630 |
Acquisitions - Digita Security
Acquisitions - Digita Security LLC, Orchard & Grove, Vista (Details) - USD ($) $ in Thousands | Jul. 26, 2019 | Sep. 18, 2018 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2017 |
Acquisitions | ||||||||||
Increase (decrease) in fair value of contingent consideration | $ (3,100) | $ 200 | ||||||||
Liabilities assumed: | ||||||||||
Goodwill | $ 539,818 | $ 539,818 | $ 539,818 | $ 501,145 | $ 539,818 | $ 539,818 | $ 529,145 | $ 499,892 | ||
Increase consideration and goodwill for working capital adjustment | 1,000 | |||||||||
Decrease net deferred tax liability and goodwill | $ 500 | |||||||||
Maximum | ||||||||||
Acquisitions | ||||||||||
Useful life of intangible assets | 12 years | |||||||||
Developed technology | ||||||||||
Acquisitions | ||||||||||
Useful life of intangible assets | 5 years | 5 years | 5 years | |||||||
Digita Security LLC | ||||||||||
Acquisitions | ||||||||||
Aggregate purchase price | $ 14,400 | |||||||||
Contingent purchase consideration | 9,000 | $ 9,200 | ||||||||
Acquisition-related expenses | 500 | |||||||||
Goodwill deductible for income tax purposes | 1,700 | 1,700 | ||||||||
Maximum contingent consideration | 15,000 | |||||||||
Compensation expense | 900 | $ 4,100 | ||||||||
Assets acquired: | ||||||||||
Cash | 512 | |||||||||
Other current assets | 1 | |||||||||
Long-term assets | 12 | |||||||||
Liabilities assumed: | ||||||||||
Accounts payable and accrued liabilities | (119) | |||||||||
Intangible assets acquired | 3,300 | |||||||||
Goodwill | 10,673 | |||||||||
Total purchase consideration | $ 14,379 | |||||||||
Digita Security LLC | Maximum | ||||||||||
Acquisitions | ||||||||||
Compensation expense | 5,000 | 5,000 | ||||||||
Digita Security LLC | Developed technology | ||||||||||
Acquisitions | ||||||||||
Useful life of intangible assets | 5 years | |||||||||
Digita Security LLC | General and administrative | ||||||||||
Acquisitions | ||||||||||
Increase (decrease) in fair value of contingent consideration | $ 600 | $ (3,100) | $ (200) | |||||||
Orchard & Grove, Inc. [Member] | ||||||||||
Acquisitions | ||||||||||
Aggregate purchase price | $ 2,100 | |||||||||
Assets acquired: | ||||||||||
Cash | 138 | |||||||||
Other current assets | 71 | |||||||||
Long-term assets | 10 | |||||||||
Liabilities assumed: | ||||||||||
Accounts payable and accrued liabilities | (73) | |||||||||
Deferred revenue | (138) | |||||||||
Deferred tax liability | (356) | |||||||||
Intangible assets acquired | 1,580 | |||||||||
Goodwill | 835 | |||||||||
Total purchase consideration | $ 2,067 |
Goodwill and other intangible_3
Goodwill and other intangible assets - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | $ 529,145 | $ 501,145 | $ 501,145 | $ 499,892 |
Goodwill acquired | 10,673 | 38,673 | 38,673 | 1,253 |
Goodwill, Ending Balance | $ 539,818 | $ 539,818 | $ 539,818 | $ 501,145 |
Goodwill and other intangible_4
Goodwill and other intangible assets - Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Value | $ 302,290 | $ 302,290 | $ 302,290 | $ 286,680 | ||
Accumulated Amortization | 92,170 | 92,170 | 67,191 | 34,509 | ||
Net Carrying Value | 210,120 | 210,120 | 235,099 | 252,171 | ||
Amortization expense | 8,300 | 25,000 | $ 24,500 | 32,700 | 30,500 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||||
2020 | 33,290 | |||||
2021 | 33,187 | |||||
2022 | 32,003 | |||||
2023 | 24,218 | |||||
2024 | 22,921 | |||||
Thereafter | 89,480 | |||||
Finite-Lived Intangible Assets, Net | 210,120 | 210,120 | 235,099 | 252,171 | ||
Impairment of goodwill | 0 | $ 0 | 0 | 0 | 0 | 0 |
Impairment of Intangible Assets | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 |
Trademarks | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 8 years | |||||
Gross Value | 34,320 | $ 34,320 | 34,320 | 34,300 | ||
Accumulated Amortization | 12,383 | 12,383 | 9,167 | 4,859 | ||
Net Carrying Value | 21,937 | $ 21,937 | $ 25,153 | 29,441 | ||
Weighted-Average Remaining Useful Life | 5 years 1 month 6 days | 5 years 9 months 18 days | ||||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||||
Finite-Lived Intangible Assets, Net | 21,937 | $ 21,937 | $ 25,153 | 29,441 | ||
Customer relationships | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Value | 214,320 | 214,320 | 214,320 | 206,420 | ||
Accumulated Amortization | 51,259 | 51,259 | 37,564 | 19,497 | ||
Net Carrying Value | 163,061 | $ 163,061 | $ 176,756 | 186,923 | ||
Weighted-Average Remaining Useful Life | 9 years | 9 years 8 months 12 days | ||||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||||
Finite-Lived Intangible Assets, Net | 163,061 | $ 163,061 | $ 176,756 | $ 186,923 | ||
Developed technology | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 5 years | 5 years | 5 years | |||
Gross Value | 53,560 | $ 53,560 | $ 53,560 | $ 45,960 | ||
Accumulated Amortization | 28,453 | 28,453 | 20,419 | 10,153 | ||
Net Carrying Value | 25,107 | $ 25,107 | $ 33,141 | 35,807 | ||
Weighted-Average Remaining Useful Life | 2 years 4 months 24 days | 3 years 2 months 12 days | ||||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||||
Finite-Lived Intangible Assets, Net | 25,107 | $ 25,107 | $ 33,141 | $ 35,807 | ||
Non-competes | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 2 years | 2 years | ||||
Gross Value | 90 | $ 90 | $ 90 | |||
Accumulated Amortization | 75 | 75 | 41 | |||
Net Carrying Value | 15 | $ 15 | $ 49 | |||
Weighted-Average Remaining Useful Life | 3 months 18 days | 1 year 1 month 6 days | ||||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||||
Finite-Lived Intangible Assets, Net | $ 15 | $ 15 | $ 49 | |||
Maximum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 12 years | |||||
Maximum | Trademarks | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 8 years | |||||
Maximum | Customer relationships | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 12 years | 12 years | 12 years | |||
Minimum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 1 year | |||||
Minimum | Trademarks | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 1 year | |||||
Minimum | Customer relationships | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 2 years | 2 years | 2 years |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||||||
Total rent expense | $ 1,300 | $ 1,000 | $ 4,000 | $ 3,000 | $ 4,800 | $ 3,400 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||||||
2020 | 4,745 | |||||
2021 | 4,772 | |||||
2022 | 4,433 | |||||
2023 | 4,307 | |||||
2024 | 3,652 | |||||
Thereafter | 8,550 | |||||
Operating Leases, Future Minimum Payments Due, Total | 30,459 | |||||
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||||||
2020 | 9,300 | 9,300 | 9,791 | |||
2021 | 12,000 | 12,000 | 4,193 | |||
2022 | 3,200 | 3,200 | 4,542 | |||
2023 | 343 | |||||
Contractual obligation for hosting services | 18,869 | |||||
Liabilities for contingencies | 0 | 0 | ||||
Minority Owner Of Property Under Operating Lease [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total rent expense | $ 300 | $ 300 | $ 800 | $ 700 | 1,300 | $ 900 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||||||
2020 | 1,069 | |||||
2021 | 1,079 | |||||
2022 | 1,090 | |||||
2023 | 1,101 | |||||
2024 | 832 | |||||
Operating Leases, Future Minimum Payments Due, Total | 5,171 | |||||
Other Than Related Party [Member] | ||||||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||||||
2020 | 3,676 | |||||
2021 | 3,693 | |||||
2022 | 3,343 | |||||
2023 | 3,206 | |||||
2024 | 2,820 | |||||
Thereafter | 8,550 | |||||
Operating Leases, Future Minimum Payments Due, Total | $ 25,288 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Jul. 27, 2020 | Jun. 30, 2020 | Apr. 13, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jul. 26, 2020 | Jan. 30, 2019 | Dec. 31, 2018 | Nov. 13, 2017 |
Debt Instrument [Line Items] | |||||||||||
Minimum total leverage ratio | 6 | 6 | |||||||||
Debt issuance costs | $ 1,264 | $ 1,550 | $ 1,550 | ||||||||
Collateral | 1,200 | $ 1,000 | |||||||||
Debt issuance costs in other assets | $ 1,200 | $ 1,200 | |||||||||
Credit generating expenses | 100 | 100 | |||||||||
Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable rate, as a percent | 5.50% | 7.00% | |||||||||
Fed Funds Effective Rate Overnight Index Swap Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest margin, as a percent | 0.50% | 0.50% | |||||||||
London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest margin, as a percent | 1.00% | 1.00% | |||||||||
Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 205,000 | $ 205,000 | $ 175,000 | ||||||||
Stated rate, as a percent | 8.00% | ||||||||||
Effective rate, as a percent | 9.62% | ||||||||||
Interest rate at end of period, as a percent | 8.91% | ||||||||||
Debt issuance costs in other assets | $ 3,700 | $ 3,300 | |||||||||
Revolving Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 150,000 | $ 15,000 | $ 15,000 | $ 15,000 | |||||||
Interest rate at end of period, as a percent | 7.00% | 8.00% | |||||||||
Debt issuance costs | $ 1,300 | ||||||||||
Debt issuance costs in other assets | $ 200 | $ 200 | |||||||||
Commitment fee, as a percent | 0.50% | ||||||||||
Letter of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 25,000 | ||||||||||
Commitment fee, as a percent | 2.95% | ||||||||||
Foreign Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 50,000 | ||||||||||
Applicable rate, as a percent | 6.50% | 8.00% |
Share-based compensation (Detai
Share-based compensation (Details) - shares | Dec. 31, 2019 | Nov. 13, 2017 |
Share-based compensation | ||
Aggregate number of shares of common stock to be issued | 8,470,000 | |
Common stock reserved for additional grants under the Plan | 128,928 |
Share-based compensation - Serv
Share-based compensation - Service based options activity (Details) - Service-based options - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Options (in shares) | |||
Outstanding Beginning Balance | 4,073,286 | 4,245,709 | 4,122,070 |
Granted | 0 | 212,668 | 535,957 |
Exercised | (33,792) | (168,391) | (322,851) |
Forfeited | (216,700) | (89,467) | |
Outstanding Ending Balance | 4,039,494 | 4,073,286 | 4,245,709 |
Exercisable | 2,400,693 | 1,640,037 | |
Vested or expected to vest | 4,039,494 | 4,073,286 | |
Weighted Average Exercise Price | |||
Outstanding Beginning Balance | $ 5.65 | $ 5.51 | $ 5.49 |
Granted | 8.21 | 5.62 | |
Exercised | 5.49 | 5.49 | 5.49 |
Forfeited | 5.49 | 5.49 | |
Outstanding Ending Balance | 5.65 | 5.65 | $ 5.51 |
Exercisable | 5.50 | 5.50 | |
Vested or expected to vest | $ 5.65 | $ 5.65 | |
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value | |||
Remaining term, options outstanding | 7 years 3 months 18 days | 8 years 1 month 6 days | 8 years 10 months 24 days |
Remaining term, options exercisable | 7 years 2 months 12 days | 8 years | |
Remaining term, options vested or expected to vest | 7 years 3 months 18 days | 8 years 1 month 6 days | |
Aggregate intrinsic value, options outstanding, beginning | $ 37,520 | ||
Aggregate intrinsic value, options exercised | 498 | $ 256 | $ 123 |
Aggregate intrinsic value, options outstanding, ending | 129,098 | 37,520 | |
Aggregate intrinsic value, options exercisable | 77,080 | 15,350 | |
Aggregate intrinsic value, options vested or expected to vest | 129,098 | 37,520 | |
Total fair value, options vested in period | $ 1,100 | $ 2,400 | $ 2,000 |
Share-based compensation - Shar
Share-based compensation - Share-based compensation expense (Details) - Service-based options - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 2,328 | $ 598 | $ 3,903 | $ 1,816 | $ 2,461 | $ 2,315 |
Unrecognized compensation expense | 4,000 | $ 4,000 | $ 6,000 | |||
Weighted average period over which unrecognized compensation expense would be recognized | 1 year 10 months 24 days | 2 years 6 months | ||||
Cost of revenues | Subscription | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | 314 | 38 | $ 390 | 156 | $ 194 | 225 |
Sales and marketing | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | 675 | 112 | 897 | 348 | 460 | 529 |
Research and development | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | 523 | 99 | 821 | 284 | 394 | 239 |
General and administrative | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 754 | $ 349 | $ 1,733 | $ 1,028 | $ 1,413 | $ 1,322 |
Share-based compensation - Retu
Share-based compensation - Return target options activity (Details) - Performance-based options - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Options (in shares) | |||
Outstanding Beginning Balance | 3,687,664 | 2,200,189 | 2,105,772 |
Granted | 1,653,209 | 183,884 | |
Forfeited | (165,734) | (89,467) | |
Outstanding Ending Balance | 3,687,664 | 3,687,664 | 2,200,189 |
Weighted Average Exercise Price | |||
Outstanding Beginning Balance | $ 6.75 | $ 5.49 | $ 5.49 |
Granted | 8.29 | 5.54 | |
Forfeited | 5.49 | 5.49 | |
Outstanding Ending Balance | $ 6.75 | $ 6.75 | $ 5.49 |
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value | |||
Remaining term, options outstanding | 8 years | 8 years 9 months 18 days | 8 years 10 months 24 days |
Aggregate intrinsic value, options outstanding, beginning | $ 29,908 | ||
Aggregate intrinsic value, options outstanding, ending | 113,786 | $ 29,908 | |
Unrecognized compensation expense | |||
Unrecognized compensation expense | $ 33,000 | $ 13,800 |
Share-based compensation - Rest
Share-based compensation - Restricted stock units (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted stock (in units) | |||
Outstanding, beginning balance | 36,520 | 25,520 | 26,840 |
Granted | 36,520 | 25,520 | |
Restrictions lapsed | (25,520) | (26,840) | |
Outstanding, ending balance | 36,520 | 25,520 | |
Fair Value (Per unit) | |||
Fair value, units outstanding, beginning | $ 12.60 | $ 5.87 | $ 5.49 |
Fair value, units granted | 12.60 | 5.87 | |
Fair value, units restrictions lapsed | 5.87 | 5.49 | |
Fair value, units outstanding, ending | $ 12.60 | $ 5.87 | |
Unrecognized compensation expense, RSUs | $ 31.1 | ||
Restricted stock units | |||
Restricted stock (in units) | |||
Outstanding, beginning balance | 36,520 | ||
Granted | 1,262,308 | ||
Outstanding, ending balance | 1,291,056 | 36,520 | |
Fair Value (Per unit) | |||
Fair value, units outstanding, beginning | $ 12.60 | ||
Fair value, units granted | 26 | ||
Fair value, units outstanding, ending | $ 25.62 | $ 12.60 | |
Vesting period | 1 year | ||
Percentage of RSUs that vest | 100.00% | ||
Unrecognized compensation expense, RSUs | $ 0.4 | ||
Weighted average period over which unrecognized compensation expense would be recognized | 3 years 9 months 18 days |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||||||
Net loss | $ (5,093) | $ (4,670) | $ (13,806) | $ (21,351) | $ (32,600) | $ (36,256) |
Weighted-average shares outstanding | ||||||
Weighted-average shares used to compute net loss per share, basic and diluted | 113,203,074 | 102,791,023 | 106,333,836 | 102,727,198 | 102,752,092 | 102,325,465 |
Basic and diluted net loss per share | $ (0.04) | $ (0.05) | $ (0.13) | $ (0.21) | $ (0.32) | $ (0.35) |
Net Loss per Share - Antidiluti
Net Loss per Share - Antidilutive securities (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total potential dilutive securities | 9,018,214 | 5,939,340 | 9,018,214 | 5,939,340 | 7,797,470 | 6,471,418 |
Stock options outstanding | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total potential dilutive securities | 7,727,158 | 5,913,820 | 7,727,158 | 5,913,820 | 7,760,950 | 6,445,898 |
Restricted stock units | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total potential dilutive securities | 1,291,056 | 25,520 | 1,291,056 | 25,520 | 36,520 | 25,520 |
Employee benefit plans (Details
Employee benefit plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | ||
Employer contribution, as a percent | 3.00% | |
Maximum earnings for contribution | $ 275,000 | |
Employer contribution | $ 2,500,000 | $ 1,900,000 |
Long-term incentive plan (Detai
Long-term incentive plan (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Long-term incentive plan | |||
Amount contributed for cash payments to employees | $ 7 | ||
Amount agreed to pay employees upon achievement of the plan conditions | $ 7 | 5.9 | |
Recognized compensation expense | $ 0 | $ 0 | $ 0 |
Income taxes - Provision (Detai
Income taxes - Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||||||
Current Federal Tax Expense (Benefit) | $ (7) | $ (38) | ||||
Current State and Local Tax Expense (Benefit) | 138 | 123 | ||||
Current Foreign Tax Expense (Benefit) | 1,013 | 328 | ||||
Deferred Federal Income Tax Expense (Benefit) | (8,990) | (10,625) | ||||
Deferred State and Local Income Tax Expense (Benefit) | (1,638) | (1,947) | ||||
Deferred Foreign Income Tax Expense (Benefit) | (627) | 22 | ||||
Income Tax Expense (Benefit), Total | $ (1,857) | $ (1,404) | $ (5,105) | $ (6,581) | $ (10,111) | $ (12,137) |
Income taxes - Rate reconciliat
Income taxes - Rate reconciliation (Details) | Dec. 21, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||||||
Computed "expected" tax benefit | 35.00% | 21.00% | 21.00% | ||||
State income tax benefit | 2.80% | 3.40% | |||||
Permanent differences | (0.50%) | (0.30%) | |||||
Foreign rate differential | 0.20% | (0.10%) | |||||
Remeasurement gain (loss) | 0.50% | 0.00% | |||||
Tax credits | 2.20% | 2.30% | |||||
Valuation allowance | (1.10%) | (0.50%) | |||||
Transaction costs | (0.40%) | (0.10%) | |||||
Deferred rate change | (0.30%) | (0.20%) | |||||
GILTI inclusion | (0.0050) | (0.0130) | |||||
Other | (0.20%) | 0.90% | |||||
Effective Income Tax Rate Reconciliation, Percent, Total | 26.70% | 23.10% | 27.00% | 23.60% | 23.70% | 25.10% |
Income Taxes - Deferred assets_
Income Taxes - Deferred assets/liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Tax Assets, Net of Valuation Allowance [Abstract] | ||
Allowance for doubtful accounts | $ 49 | $ 15 |
Accrued compensation | 1,911 | 1,600 |
Deferred revenue | 2,554 | 1,288 |
Deferred rent | 191 | 68 |
Equipment and leasehold improvements | 285 | 254 |
Stock options | 882 | 410 |
Federal tax credits | 3,301 | 2,547 |
Other | 988 | 514 |
Net operating losses | 25,157 | 26,161 |
State research and development tax credits | 1,383 | 1,219 |
Business interest limitation | 7,945 | 4,176 |
Valuation allowance | (1,213) | (750) |
Net Deferred Tax Assets, Net of Valuation Allowance, Total | 43,433 | 37,502 |
Components of Deferred Tax Liabilities [Abstract] | ||
Prepaid items | (691) | (500) |
Deferred contract costs | (5,322) | (2,676) |
Intangible assets | (55,553) | (60,710) |
Net deferred tax liabilities, Total | $ (18,133) | $ (26,384) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | Dec. 21, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Taxes [Line Items] | |||
Operating loss carryforwards subject to expiration | $ 95 | ||
Operating loss carryforwards not subject to expiration | 5.8 | ||
Unrecognized Tax Benefits | 0.5 | $ 0.4 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ 0.4 | $ 0.3 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 21.00% | 21.00% |
GILTI expense | $ 0.2 | $ 0.6 | |
Domestic Tax Authority [Member] | |||
Income Taxes [Line Items] | |||
Operating Loss Carryforwards | 100.8 | ||
Foreign Tax Authority [Member] | |||
Income Taxes [Line Items] | |||
Operating Loss Carryforwards | 0.5 | ||
Tax Credit Carryforward, Amount | 0.1 | ||
State and Local Jurisdiction [Member] | |||
Income Taxes [Line Items] | |||
Operating Loss Carryforwards | 60.4 | ||
Research Tax Credit Carryforward [Member] | Domestic Tax Authority [Member] | |||
Income Taxes [Line Items] | |||
Tax Credit Carryforward, Amount | 3.5 | ||
Research Tax Credit Carryforward [Member] | State and Local Jurisdiction [Member] | |||
Income Taxes [Line Items] | |||
Tax Credit Carryforward, Amount | $ 1.9 |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 27, 2020 | Jul. 26, 2020 | Jan. 30, 2019 | Nov. 13, 2017 | |
Term Loan [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Maximum borrowing capacity | $ 205 | $ 205 | $ 175 | |||||||
Revolving Credit Facility [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Maximum borrowing capacity | 15 | $ 150 | $ 15 | $ 15 | ||||||
JAMF Nation Global Foundation [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Amount of pledges to JAMF Nation Global Foundation | $ 0 | $ 0.1 | $ 0 | $ 0.2 | 1.1 | $ 0.3 | ||||
Accrued expenses to JAMF Nation Global Foundation | 0.4 | 0.4 | 1 | 0.4 | ||||||
Vista [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses incurred for related party transactions | 0.3 | 0.3 | 0.9 | 1 | 1.4 | |||||
Accounts payable to related parties | 0 | 0.2 | ||||||||
Vista Affiliates [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses incurred for related party transactions | 0.2 | 0.1 | 0.5 | 0.4 | 0.7 | 0.6 | ||||
Accounts payable to related parties | 0 | 0 | ||||||||
Revenue from arrangement with related party | 0.2 | 0.2 | 0.8 | 0.6 | 0.7 | 0.4 | ||||
Accounts receivable from related party | 0.1 | 0.1 | 0 | 0.1 | ||||||
Vista Affiliates [Member] | Term Loan [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt outstanding | 34.9 | 36.4 | ||||||||
Interest paid on term loan | $ 0.5 | $ 0.8 | $ 2.1 | $ 2.8 | 3.4 | 3.7 | ||||
Vista Affiliates [Member] | Revolving Credit Facility [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt outstanding | $ 0 | $ 0 |
Condensed Financial Informati_3
Condensed Financial Information - Condensed Balance Sheet - Parent Company Only (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2020 | Jul. 24, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||||||||
Cash and cash equivalents | $ 177,457 | $ 32,433 | $ 32,790 | $ 39,240 | $ 33,912 | |||
Total current assets | 268,137 | 98,581 | 80,289 | |||||
Total assets | 1,055,284 | 904,808 | 853,384 | |||||
Current liabilities: | ||||||||
Total current liabilities | 181,019 | 151,519 | 107,519 | |||||
Other liabilities - Noncurrent | 9,399 | 9,338 | 196 | |||||
Total liabilities | 239,898 | 400,930 | 320,290 | |||||
Stockholders' equity: | ||||||||
Common stock, $0.001 par value, 132,000,000 shares authorized, 102,843,612 and 102,649,701 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 117 | 103 | 103 | |||||
Additional paid-in capital | 894,056 | 568,756 | 565,372 | |||||
Accumulated deficit | (78,787) | (64,981) | (32,381) | |||||
Total stockholders' equity | 815,386 | $ 496,843 | 503,878 | $ 514,381 | $ 518,289 | 533,094 | $ 565,265 | |
Total liabilities and stockholders' equity | $ 1,055,284 | $ 904,808 | $ 853,384 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 132,000,000 | 132,000,000 | ||||
Common stock, shares issued | 116,463,284 | 102,843,612 | 102,649,701 | |||||
Common stock, shares outstanding | 116,463,284 | 102,843,612 | 102,649,701 | |||||
Jamf Holding Corp | ||||||||
Current assets: | ||||||||
Investment in subsidiaries | $ 503,878 | $ 533,094 | ||||||
Total assets | 503,878 | 533,094 | ||||||
Stockholders' equity: | ||||||||
Common stock, $0.001 par value, 132,000,000 shares authorized, 102,843,612 and 102,649,701 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 103 | 103 | ||||||
Additional paid-in capital | 568,756 | 565,372 | ||||||
Accumulated deficit | (64,981) | (32,381) | ||||||
Total stockholders' equity | 503,878 | 533,094 | ||||||
Total liabilities and stockholders' equity | $ 503,878 | $ 533,094 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Common stock, shares authorized | 132,000,000 | 132,000,000 | ||||||
Common stock, shares issued | 102,843,612 | 102,649,701 | ||||||
Common stock, shares outstanding | 102,843,612 | 102,649,701 |
Condensed Financial Informati_4
Condensed Financial Information - Condensed Statement of Operations - Parent Company Only (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||||||
Operating expenses | $ 55,541 | $ 40,287 | $ 151,771 | $ 116,765 | $ 168,254 | $ 127,252 |
Income from operations | (376) | 205 | (2,643) | (10,361) | (20,256) | (29,993) |
Other income (expense), net | 55 | 91 | 165 | 220 | 221 | |
Income before income taxes and equity in net income of subsidiaries | (6,950) | (6,074) | (18,911) | (27,932) | (42,711) | (48,393) |
Benefit for income taxes | (1,857) | (1,404) | (5,105) | (6,581) | (10,111) | (12,137) |
Net loss | $ (5,093) | $ (4,670) | $ (13,806) | $ (21,351) | (32,600) | (36,256) |
Jamf Holding Corp | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Equity in net income (loss) of subsidiaries | (32,600) | (36,256) | ||||
Net loss | $ (32,600) | $ (36,256) |
Condensed Financial Informati_5
Condensed Financial Information - Ownership (Details) | 12 Months Ended |
Dec. 31, 2019 | |
JAMF Holding Corp [Member] | Juno Intermediate [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Ownership interest, as a percent | 100.00% |
Juno Intermediate [Member] | JAMF Holdings, Inc. [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Ownership interest, as a percent | 100.00% |
JAMF Holdings, Inc. [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Minimum leverage ratio | 5 |
Maximum distribution as percent of market capitalization | 6.00% |
JAMF Holdings, Inc. [Member] | JAMF Software LLC [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Ownership interest, as a percent | 100.00% |
JAMF Holdings, Inc. [Member] | JAMF International Inc. [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Ownership interest, as a percent | 100.00% |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 10, 2020 |
Subsequent Event [Line Items] | |
Stock split ratio | 110 |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Stock split ratio | 110 |
CONSOLIDATED BALANCE SHEETS_2
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | |||||||
Cash and cash equivalents | $ 177,457 | $ 32,433 | $ 32,790 | $ 39,240 | $ 33,912 | ||
Trade accounts receivable, net of allowances of $513 and $200 at September 30, 2020 and December 31, 2019, respectively | 64,151 | 46,513 | 30,854 | ||||
Income taxes receivable | 672 | 14 | 65 | ||||
Deferred contract costs, current | 8,528 | 5,553 | 2,526 | ||||
Prepaid expenses | 16,565 | 10,935 | 6,682 | ||||
Other current assets | 764 | 3,133 | 922 | ||||
Total current assets | 268,137 | 98,581 | 80,289 | ||||
Equipment and leasehold improvements, net | 10,934 | 12,477 | 9,228 | ||||
Goodwill | 539,818 | $ 539,818 | 539,818 | 539,818 | $ 529,145 | 501,145 | 499,892 |
Other intangible assets, net | 210,120 | 235,099 | 252,171 | ||||
Deferred contract costs, noncurrent | 23,433 | 16,234 | 8,461 | ||||
Other assets | 2,842 | 2,599 | 2,090 | ||||
Total assets | 1,055,284 | 904,808 | 853,384 | ||||
Current liabilities: | |||||||
Accounts payable | 6,672 | 3,684 | 2,343 | ||||
Accrued liabilities | 21,521 | 26,927 | 18,809 | ||||
Income taxes payable | 1,294 | 819 | 147 | ||||
Deferred revenues | 151,532 | 120,089 | 86,220 | ||||
Total current liabilities | 181,019 | 151,519 | 107,519 | ||||
Deferred revenues, noncurrent | 36,706 | 20,621 | 14,442 | ||||
Deferred tax liability | 12,774 | 18,133 | 26,384 | ||||
Debt | 201,319 | 171,749 | |||||
Other liabilities | 9,399 | 9,338 | 196 | ||||
Total liabilities | 239,898 | 400,930 | 320,290 | ||||
Stockholders' equity: | |||||||
Common stock, $0.001 par value, 500,000,000 and 132,000,000 shares authorized at September 30, 2020 and December 31, 2019, respectively; 116,463,284 and 102,843,612 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 117 | 103 | 103 | ||||
Additional paid-in capital | 894,056 | 568,756 | 565,372 | ||||
Accumulated deficit | (78,787) | (64,981) | (32,381) | ||||
Total stockholders' equity | 815,386 | $ 496,843 | 503,878 | $ 514,381 | $ 518,289 | 533,094 | $ 565,265 |
Total liabilities and stockholders' equity | $ 1,055,284 | $ 904,808 | $ 853,384 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
CONSOLIDATED BALANCE SHEETS | ||
Allowance | $ 513 | $ 200 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 132,000,000 |
Common stock, shares issued | 116,463,284 | 102,843,612 |
Common stock, shares outstanding | 116,463,284 | 102,843,612 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | Jul. 24, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Revenues [Abstract] | |||||||
Revenue | $ 70,404 | $ 54,568 | $ 193,025 | $ 147,006 | $ 204,027 | $ 146,562 | |
Cost of revenue: | |||||||
Amortization expense | 2,679 | 2,634 | 8,034 | 7,588 | 10,266 | 8,969 | |
Total cost of revenue | 15,239 | 14,076 | 43,897 | 40,602 | 56,029 | 49,303 | |
Gross profit | 55,165 | 40,492 | 149,128 | 106,404 | 147,998 | 97,259 | |
Operating expenses: | |||||||
Sales and marketing | 23,251 | 16,962 | 65,735 | 48,850 | 71,006 | 51,976 | |
Research and development | 12,736 | 10,919 | 37,282 | 29,453 | 42,829 | 31,515 | |
General and administrative | 13,921 | 6,779 | 31,813 | 21,576 | 32,003 | 22,270 | |
Amortization expense | 5,633 | 5,627 | 16,941 | 16,886 | 22,416 | 21,491 | |
Total operating expenses | 55,541 | 40,287 | 151,771 | 116,765 | 168,254 | 127,252 | |
Income (loss) from operations | (376) | 205 | (2,643) | (10,361) | (20,256) | (29,993) | |
Interest expense, net | (1,207) | (5,473) | (10,675) | (16,425) | (21,423) | (18,203) | |
Loss on extinguishment of debt | $ (5,200) | (5,213) | (5,213) | ||||
Foreign currency transaction loss | (154) | (861) | (471) | (1,311) | (1,252) | (418) | |
Other income, net | 55 | 91 | 165 | 220 | 221 | ||
Loss before income tax benefit | (6,950) | (6,074) | (18,911) | (27,932) | (42,711) | (48,393) | |
Income tax benefit | 1,857 | 1,404 | 5,105 | 6,581 | 10,111 | 12,137 | |
Net loss | $ (5,093) | $ (4,670) | $ (13,806) | $ (21,351) | $ (32,600) | $ (36,256) | |
Net loss per share, basic and diluted | $ (0.04) | $ (0.05) | $ (0.13) | $ (0.21) | $ (0.32) | $ (0.35) | |
Weighted-average shares used to compute net loss per share, basic and diluted | 113,203,074 | 102,791,023 | 106,333,836 | 102,727,198 | 102,752,092 | 102,325,465 | |
Subscription | |||||||
Revenues [Abstract] | |||||||
Revenue | $ 57,933 | $ 41,916 | $ 160,989 | $ 112,872 | $ 159,111 | $ 100,350 | |
Cost of revenue: | |||||||
Cost of revenue | 10,117 | 8,045 | 28,127 | 22,425 | 31,539 | 24,088 | |
Services/Professional Services | |||||||
Revenues [Abstract] | |||||||
Revenue | 3,605 | 5,234 | 10,066 | 14,529 | 19,008 | 20,206 | |
Cost of revenue: | |||||||
Cost of revenue | 2,443 | 3,397 | 7,736 | 10,589 | 14,224 | 16,246 | |
License | |||||||
Revenues [Abstract] | |||||||
Revenue | $ 8,866 | $ 7,418 | $ 21,970 | $ 19,605 | $ 25,908 | $ 26,006 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common StockIPO [Member] | Common StockPrivate Placement [Member] | Common Stock | Additional Paid-in CapitalIPO [Member] | Additional Paid-in CapitalPrivate Placement [Member] | Additional Paid-in Capital | Accumulated Deficit | IPO [Member] | Private Placement [Member] | Total |
Balance at Dec. 31, 2017 | $ 102 | $ 561,288 | $ 3,875 | $ 565,265 | ||||||
Balance (shares) at Dec. 31, 2017 | 102,300,010 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock | $ 1 | 1,769 | 1,770 | |||||||
Issuance of common stock (shares) | 349,691 | |||||||||
Share-based compensation | 2,315 | 2,315 | ||||||||
Net loss | (36,256) | (36,256) | ||||||||
Balance at Dec. 31, 2018 | $ 103 | 565,372 | (32,381) | 533,094 | ||||||
Balance (shares) at Dec. 31, 2018 | 102,649,701 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of stock options | 822 | 822 | ||||||||
Exercise of stock options (shares) | 149,599 | |||||||||
Share-based compensation | 1,816 | 1,816 | ||||||||
Net loss | (21,351) | (21,351) | ||||||||
Balance at Sep. 30, 2019 | $ 103 | 568,010 | (53,732) | 514,381 | ||||||
Balance (shares) at Sep. 30, 2019 | 102,799,300 | |||||||||
Balance at Dec. 31, 2018 | $ 103 | 565,372 | (32,381) | 533,094 | ||||||
Balance (shares) at Dec. 31, 2018 | 102,649,701 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock | 923 | 923 | ||||||||
Issuance of common stock (shares) | 193,911 | |||||||||
Share-based compensation | 2,461 | 2,461 | ||||||||
Net loss | (32,600) | (32,600) | ||||||||
Balance at Dec. 31, 2019 | $ 103 | 568,756 | (64,981) | 503,878 | ||||||
Balance (shares) at Dec. 31, 2019 | 102,843,612 | |||||||||
Balance at Jun. 30, 2019 | $ 103 | 567,248 | (49,062) | 518,289 | ||||||
Balance (shares) at Jun. 30, 2019 | 102,769,324 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of stock options | 164 | 164 | ||||||||
Exercise of stock options (shares) | 29,976 | |||||||||
Share-based compensation | 598 | 598 | ||||||||
Net loss | (4,670) | (4,670) | ||||||||
Balance at Sep. 30, 2019 | $ 103 | 568,010 | (53,732) | 514,381 | ||||||
Balance (shares) at Sep. 30, 2019 | 102,799,300 | |||||||||
Balance at Dec. 31, 2019 | $ 103 | 568,756 | (64,981) | 503,878 | ||||||
Balance (shares) at Dec. 31, 2019 | 102,843,612 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock | $ 14 | $ 318,979 | $ 2,233 | $ 318,993 | $ 2,233 | |||||
Issuance of common stock (shares) | 13,500,000 | 85,880 | ||||||||
Exercise of stock options | 185 | 185 | ||||||||
Exercise of stock options (shares) | 33,792 | |||||||||
Share-based compensation | 3,903 | 3,903 | ||||||||
Net loss | (13,806) | (13,806) | ||||||||
Balance at Sep. 30, 2020 | $ 117 | 894,056 | (78,787) | 815,386 | ||||||
Balance (shares) at Sep. 30, 2020 | 116,463,284 | |||||||||
Balance at Jun. 30, 2020 | $ 103 | 570,434 | (73,694) | 496,843 | ||||||
Balance (shares) at Jun. 30, 2020 | 102,862,404 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock | $ 14 | $ 318,979 | $ 2,233 | $ 318,993 | $ 2,233 | |||||
Issuance of common stock (shares) | 13,500,000 | 85,880 | ||||||||
Exercise of stock options | 82 | 82 | ||||||||
Exercise of stock options (shares) | 15,000 | |||||||||
Share-based compensation | 2,328 | 2,328 | ||||||||
Net loss | (5,093) | (5,093) | ||||||||
Balance at Sep. 30, 2020 | $ 117 | $ 894,056 | $ (78,787) | $ 815,386 | ||||||
Balance (shares) at Sep. 30, 2020 | 116,463,284 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Cash flows from operating activities | |
Net loss | $ (13,806) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | |
Depreciation and amortization expense | 28,378 |
Amortization of deferred contract costs | 6,705 |
Amortization of debt issuance costs | 700 |
Provision for bad debt expense and returns | 894 |
Loss (gain) on disposal of equipment and leasehold improvements | (23) |
Loss on extinguishment of debt | 5,213 |
Share-based compensation | 3,903 |
Deferred taxes | (5,357) |
Adjustment to contingent consideration | (3,100) |
Changes in operating assets and liabilities: | |
Trade accounts receivable | (18,332) |
Income tax receivable/payable | (183) |
Prepaid expenses and other assets | (4,699) |
Deferred contract costs | (16,879) |
Accounts payable | 3,145 |
Accrued liabilities | (4,207) |
Deferred revenue | 47,528 |
Other liabilities | 3,161 |
Net cash provided by operating activities | 33,041 |
Cash flows from investing activities | |
Purchases of equipment and leasehold improvements | (1,836) |
Net cash used in investing activities | (1,836) |
Cash flows from financing activities | |
Debt issuance costs | (1,264) |
Payment of debt | (205,000) |
Payment of debt extinguishment costs | (2,050) |
Proceeds from initial public offering, net of underwriting discounts and commissions | 326,316 |
Cash paid for offering costs | (6,601) |
Proceeds from private placement | 2,233 |
Proceeds from the exercise of stock options | 185 |
Net cash provided by financing activities | 113,819 |
Net increase (decrease) in cash | 145,024 |
Cash, beginning of period | 32,433 |
Cash, end of period | 177,457 |
Supplemental disclosures of cash flow information: | |
Cash paid for interest | 12,647 |
Cash paid for income taxes, net of refunds | $ 703 |
Basis of presentation and des_4
Basis of presentation and description of business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Basis of presentation and description of business | ||
Basis of presentation and description of business | Note 1. Basis of presentation and description of business Description of business Jamf Holding Corp. and its wholly owned subsidiaries, collectively, are referred to as the “Company,” “we,” “us” or “our.” We are the standard in Apple Enterprise Management, and our cloud software platform is the only vertically‑focused Apple infrastructure and security platform of scale in the world. We help organizations connect, manage and protect Apple products, apps and corporate resources in the cloud without ever having to touch the devices. With our products, Apple devices can be deployed to employees brand new in the shrink‑wrapped box, automatically set up and personalized at first power‑on and continuously administered throughout the life of the device. Our customers are located throughout the world. Initial public offering On July 24, 2020, the Company closed its initial public offering (“IPO”) through which it issued and sold 13,500,000 shares of common stock at a price per share to the public of $26.00 (the “IPO Price”). In connection with the IPO, the Company raised approximately $319.0 million after deducting the underwriting discount and commissions of $24.7 million and offering expenses of $7.3 million . Upon completion of the IPO, authorized capital stock consisted of 500,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of undesignated preferred stock, par value $0.001 per share. Concurrently with the Company’s IPO, the Company issued and sold 85,880 shares of its common stock in a private placement to certain of its named executive officers, certain of its other employees and its independent directors at the IPO Price for aggregate consideration of approximately $2.2 million. Upon closing of the IPO, the Company repaid $205.0 million of the principal amount of its then existing Term Loan Facility (the “Prior Term Loan Facility”) and paid $3.4 million of accrued interest and $2.0 million of prepayment penalty. The Company also wrote off $3.2 million of remaining debt issuance costs upon repayment of the debt. The Company recorded a loss on debt extinguishment of $5.2 million for the prepayment penalty and write off of debt issuance costs in the third quarter of 2020. Vista Equity Partners acquisition On November 13, 2017, Vista Equity Partners (“Vista”) acquired a majority share of all the issued and outstanding shares of the Company at the purchase price of $733.8 million (the “Vista Acquisition”). As of September 30, 2020, funds controlled by Vista own approximately 72.9% of our outstanding common stock. As a result, we are a “controlled company” under NASDAQ Global Select Market (“NASDAQ”) corporate governance rules. Emerging growth company status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. We will remain an emerging growth company for the first five fiscal years after the completion of our IPO, unless one of the following occurs: (i) our total annual gross revenue is at least $1.07 billion, (ii) we have issued more than $1.0 billion in non‑convertible debt securities during the prior three‑year period, or (iii) we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non‑affiliates exceeds $700.0 million as of the prior June 30. Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include all adjustments necessary for the fair presentation of the consolidated financial position, results of operations, and cash flows of the Company. Unaudited Interim Consolidated Financial Information The accompanying interim consolidated balance sheet as of September 30, 2020, the consolidated statements of operations and of stockholders’ equity for the three and nine months ended September 30, 2020 and 2019 and the consolidated statements of cash flows for the nine months ended September 30, 2020 and 2019 and the related footnote disclosures are unaudited. These unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in management’s opinion, include all adjustments necessary for the fair presentation of the consolidated financial position, results of operations, and cash flows of the Company. All adjustments made were of a normal recurring nature. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future period. Subsequent events The Company evaluated events or transactions that occurred after the balance sheet date for potential recognition or disclosure through the date the financial statements were issued. No subsequent events or transactions were identified. Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date, and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future and include, but are not limited to, revenue recognition, stock‑based compensation, commissions, goodwill and accounting for income taxes. Actual results could differ from those estimates. Segment and Geographic Information Our chief operating decision maker (“CODM”) is our Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. We operate our business as one operating segment and therefore we have one reportable segment. Revenue by geographic region as determined based on the end user customer address was as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) Revenue: The Americas $ 54,631 $ 42,459 $ 149,806 $ 112,980 Europe, the Middle East, India, and Africa 11,754 9,313 32,483 25,972 Asia Pacific 4,019 2,796 10,736 8,054 $ 70,404 $ 54,568 $ 193,025 $ 147,006 | Note 1. Basis of presentation and description of business Description of business Jamf Holding Corp. and its wholly owned subsidiaries, collectively, are referred to herein as the “Company,” “we,” “us” or “our.” Effective June 25, 2020, the name of the Company was changed from Juno Topco, Inc. to Jamf Holding Corp. The Company helps organizations connect, manage and protect Apple products, apps and corporate resources in the cloud without ever having to touch the devices. With our products, Apple devices can be deployed to employees brand new in the shrink-wrapped box, automatically set up and personalized at first power-on and continuously administered throughout the life of the device. The Company’s customers are located throughout the world. Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we are (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. We will remain an emerging growth company for the first five fiscal years after the completion of our IPO, unless one of the following occurs: (i) our total annual gross revenue is at least $1.07 billion, (ii) we have issued more than $1.0 billion in non-convertible debt securities during the prior three year period, or (iii) we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30. Vista Equity Partners acquisition On November 13, 2017, pursuant to an Agreement and Plan of Merger by and among Juno Intermediate, Inc. (“Juno Intermediate”), Merger Sub, Inc. (“Merger Sub”), and JAMF Holdings, Inc. (“Holdings”), Vista Equity Partners (“Vista”) acquired a majority share of all the issued and outstanding shares of Holdings at the purchase price of $733.8 million (the “Vista Acquisition”). Merger Sub was absorbed into Holdings as part of the acquisition and Juno Intermediate survived and was considered the accounting acquirer. The Company accounted for the Vista Acquisition by applying the acquisition method of accounting for business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include all adjustments necessary for the fair presentation of the consolidated financial position, results of operations, and cash flows of the Company. Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date, and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future and include, but are not limited to, revenue recognition, stock‑based compensation, commissions, goodwill and accounting for income taxes. Actual results could differ from those estimates. Segment and Geographic Information Our chief operating decision maker (“CODM”) is our Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. We operate our business as one operating segment and therefore we have one reportable segment. Revenue by geographic region as determined based on the end user customer address was as follows: Years Ended December 31, ($000's) 2019 2018 Revenue: The Americas $ 156,259 $ 117,454 Europe, the Middle East, India, and Africa 36,235 20,536 Asia Pacific 11,533 8,572 $ 204,027 $ 146,562 |
Summary of significant accou_12
Summary of significant accounting policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of significant accounting policies | ||
Summary of significant accounting policies | Note 2. Summary of significant accounting policies The Company’s significant accounting policies are discussed in Note 2 to the consolidated financial statements included in our final prospectus (the “IPO Prospectus”) dated as of July 21, 2020 and filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”). There have been no significant changes to these policies that have had a material impact on the Company’s consolidated financial statements and related notes for the three and nine months ended September 30, 2020. The following describes the impact of certain policies. Stock split On July 10, 2020, the Company effected a 110-for-1 stock split of its common stock. The par value of the common stock was not adjusted as a result of the stock split. Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect this stock split. Deferred offering costs Offering costs are capitalized and consist of fees incurred in connection with the sale of common stock in our IPO and include legal, accounting, printing, and other IPO‑related costs. The balance of deferred offering costs included within other current assets as of December 31, 2019 was $2.3 million. During the three and nine months ended September 30, 2020, we incurred $1.5 million and $5.0 million, respectively, of deferred offering costs. Upon completion of our IPO, the total amount of $7.3 million of deferred offering costs was reclassified to stockholders’ equity and recorded against the proceeds from the offering. Therefore, we had no deferred offering costs included within other current assets as of September 30, 2020. Share‑based compensation The Company applies the provisions of ASC Topic 718, Compensation — Stock Compensation (“ASC 718”), in its accounting and reporting for stock‑based compensation. ASC 718 requires all stock‑based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. All service‑based options outstanding under the Company’s option plans have exercise prices equal to the fair value of the Company’s stock on the grant date. The fair value of these service options is determined using the Black‑Scholes option pricing model. The estimated fair value of service‑based awards is recognized as compensation expense over the applicable vesting period. All awards expire after 10 years. There were no service option grants during the nine months ended September 30, 2020. Compensation cost for restricted stock units is determined based on the fair market value of the Company’s stock at the date of the grant. Stock‑based compensation expense is generally recognized over the required service period. Forfeitures are accounted for when they occur. The Company also grants performance‑based awards to certain executives that vest and become exercisable when Vista’s realized cash return on its investment in the Company equals or exceeds $1.515 billion upon a change in control of the Company (“Termination Event”). The terms of the agreement do not specify a performance period for the occurrence of the Termination Event. The contractual term of the awards is 10 years. These options are also referred to as return target options. The Company uses a Modified Black‑Scholes option pricing model which uses Level 3 inputs for fair value measurement. In conjunction with the IPO, the vesting conditions of the performance-based awards were modified to also vest following an IPO and registration and sale of shares by Vista provided that Vista achieves a cash return on its equity investment in the Company equaling or exceeding $1.515 billion. In accordance with ASC 718, we calculated the fair value of these options on the modification date. The value of these options on the date of modification was $33.0 million as of June 30, 2020. As the awards are not currently considered probable of meeting vesting requirements no expense has been recognized, and the timing of any future expense recognition is unknown. Revenue recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) and follows a five-step model to determine the appropriate amount of revenue to be recognized in accordance with ASC 606. Disaggregation of Revenue The Company separates revenue into recurring and non‑recurring categories to disaggregate those revenues that are one‑time in nature from those that are term‑based and renewable. Revenue from recurring and non‑recurring contractual arrangements are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) SaaS subscription and support and maintenance $ 57,933 $ 41,916 $ 160,989 $ 112,872 On‑premise subscription 7,849 5,135 18,159 12,224 Recurring revenue 65,782 47,051 179,148 125,096 Perpetual licenses 1,017 2,283 3,811 7,381 Professional services 3,605 5,234 10,066 14,529 Non‑recurring revenue 4,622 7,517 13,877 21,910 Total revenue $ 70,404 $ 54,568 $ 193,025 $ 147,006 Contract Balances Contract liabilities consist of customer billings in advance of revenue being recognized. The Company invoices its customers for subscription, support and maintenance and services in advance. Changes in contract liabilities, including revenue earned during the period from the beginning contract liability balance and new deferrals of revenue during the period, were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) Balance, beginning of the period $ 157,738 $ 117,919 $ 140,710 $ 100,662 Revenue earned (50,038) (39,261) (147,324) (116,145) Deferral of revenue 80,538 54,651 194,852 148,792 Balance, end of the period $ 188,238 $ 133,309 $ 188,238 $ 133,309 There were no significant changes to our contract assets and liabilities during the three and nine months ended September 30, 2020 and 2019 outside of our sales activities. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancelable amounts to be invoiced. As of September 30, 2020 and December 31, 2019, the Company had $199.1 million and $149.5 million, respectively, of remaining performance obligations, with 82% and 86%, respectively, expected to be recognized as revenue over the succeeding 12 months, and the remainder expected to be recognized over the three years thereafter. Deferred Contract Costs Sales commissions as well as associated payroll taxes and retirement plan contributions (together, contract costs) that are incremental to the acquisition of customer contracts, are capitalized using a portfolio approach as deferred contract costs on the consolidated balance sheet when the period of benefit is determined to be greater than one year. Total amortization of contract costs for the three months ended September 30, 2020 and 2019 was $2.5 million and $1.7 million, respectively. Total amortization of contract costs for the nine months ended September 30, 2020 and 2019 was $6.7 million and $4.5 million, respectively. The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could affect the period of benefit of these deferred contract costs. There were no impairment losses recorded during the three and nine months ended September 30, 2020 and 2019. For the three and nine months ended September 30, 2020, the Company had two distributors that accounted for more than 10% of total net revenues. Total receivables related to these distributors were $15.2 million at September 30, 2020. For the three and nine months ended September 30, 2019, the Company had one distributor that accounted for more than 10% of total net revenues. Total receivables related to this distributor were $6.0 million at December 31, 2019. Recently issued accounting pronouncements not yet adopted From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. Financial Instruments — Credit Losses In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”), which introduces a model based on expected losses to estimate credit losses for most financial assets and certain other instruments. In November 2019, the FASB issued ASU No. 2019‑10 Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019‑10”). The update allows the extension of the initial effective date for entities which have not yet adopted ASU No. 2016‑02, Leases (Topic 842) (“ASU 2016‑02”). The standard is effective for annual reporting periods beginning after December 15, 2022, with early adoption permitted for annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions by recording a cumulative‑effect adjustment to retained earnings. The Company has not yet adopted ASU 2016‑13 and is currently evaluating the effect the standard will have on its consolidated financial statements. Leases In February 2016, the FASB issued ASU 2016‑02 to increase transparency and comparability among organizations related to their leasing arrangements. The update requires lessees to recognize most leases on their balance sheets, with the exception of short-term leases if a policy election is made, while recognizing lease expense on their income statements in a manner similar to current GAAP. The guidance also requires entities to disclose key quantitative and qualitative information about its leasing arrangements. The Company expects to adopt the new lease standard on January 1, 2021 using the optional transition method to the modified retrospective approach. The Company has formed an implementation team, commenced identification of our lease population, and selected new software to manage the lease portfolio and perform the accounting required under the new lease standard. The Company is still assessing the impact of adoption of the new lease standard on the consolidated financial statements. Reference Rate Reform In March 2020, the FASB issued ASU No. 2020‑04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020‑04”), which provides entities with temporary optional financial reporting alternatives to ease the potential burden in accounting for reference rate reform and includes a provision that allows entities to account for a modified contract as a continuation of an existing contract. ASU 2020‑04 is effective upon issuance and can be applied through December 31, 2022. The Company is currently evaluating the effect the standard will have on its consolidated financial statements. Adoption of new accounting pronouncements Income Taxes In December 2019, the FASB issued ASU No. 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019‑12”), which simplifies the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019‑12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022. The Company early adopted the standard in the third quarter of 2020. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements. Fair Value Measurement — Disclosure Framework In August 2018, the FASB issued ASU No. 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018‑13”), which amends ASC Topic 820, Fair Value Measurements . ASU 2018‑13 modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The effective date of ASU 2018-13 is the first quarter of fiscal year 2020. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements. Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In March 2018, the FASB issued ASU No. 2018‑15, Intangibles — Goodwill and Others — Internal‑Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018‑15”), which aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal‑use software under ASC Subtopic 350‑40, in order to determine which costs to capitalize and recognize as an asset. ASU 2018‑15 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company adopted the new standard in the first quarter of fiscal year 2020. The adoption of the standard did not have an impact on the Company’s consolidated financial statements as the Company does not have any of these arrangements. Improvements to Nonemployee Share‑Based Payment Accounting In June 2018, the FASB issued ASU No. 2018‑07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share‑Based Payment Accounting (“ASU 2018‑07”), with an intent to reduce cost and complexity and to improve financial reporting for share‑based payments issued to nonemployees. The amendments in ASU 2018‑07 provide for the simplification of the measurement of share‑based payment transactions for acquiring goods and services from nonemployees. Currently, the accounting requirements for nonemployee and employee share‑based payment transactions are significantly different. This standard expands the scope of ASC Topic 718 to include share‑based payments issued to nonemployees for goods or services, aligning the accounting for share‑based payments to nonemployees and employees. ASU 2018‑07 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those periods, and early adoption is permitted. The Company adopted the new standard in the first quarter of fiscal year 2020. The adoption did not have an impact on the Company’s consolidated financial statements as the Company does not have any nonemployee share‑based payment awards. | Note 2. Summary of significant accounting policies Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Net Loss per Share of Common Stock Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per common share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury-stock method. For purposes of the diluted net loss per common share calculation, restricted stock units and stock options are considered to be potentially dilutive securities. Because we have reported a net loss for the years ended December 31, 2019 and 2018, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share for those periods because the potentially dilutive shares would have been anti-dilutive if included in the calculation. Cash and cash equivalents The Company considers any highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The Company maintains cash in deposit accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Trade receivables, net Credit is extended to customers in the normal course of business, generally with 30-day payment terms. Receivables are recorded at net realizable value, which includes allowances for doubtful accounts. The Company reviews the collectability of trade receivables on an ongoing basis. The Company reserves for trade receivables determined to be uncollectible. This determination is based on the delinquency of the account, the financial condition of the customer, and the Company’s collection experience. The allowance for doubtful accounts was $0.2 million and $0.1 million at December 31, 2019 and 2018, respectively. For the years ended December 31, 2019 and 2018, the Company had one distributor that accounted for more than 10% of total net revenues. Total receivables related to this distributor were $6.0 million and $7.8 million at December 31, 2019 and 2018, respectively. Activity related to our allowance for doubtful accounts was as follows: Years Ended December 31, ($000’s) 2019 2018 Balance, beginning of period $ 60 $ 60 Bad-debt expense 279 37 Accounts written off (139) (37) Balance, end of period $ 200 $ 60 Equipment and leasehold improvements, net Equipment and leasehold improvements are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. These lives range from 3 to 5 years for computers and server equipment, 3 years for software, 5 to 7 years for furniture and fixtures, and the lower of lease term or useful life on leasehold improvements. Repair and maintenance costs are expensed as incurred. Impairment or disposal of long-lived assets The Company evaluates the recoverability of its long-lived assets in accordance with the provisions of ASC Topic 360, Property, Plant and Equipment, which requires that long-lived assets and finite-lived identifiable intangible assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill The Company evaluates goodwill for impairment in accordance with ASC Topic 350, Goodwill and Other Intangible Assets, which requires goodwill to be either qualitatively or quantitatively assessed for impairment annually (or more frequently if impairment indicators arise) for each reporting unit. The Company has one reporting unit. The Company performs its impairment testing of goodwill at least annually and more frequently if events occur that would indicate that it is more likely than not the fair value of the reporting unit is less than carrying value. If the Company’s reporting unit carrying amount exceeds its fair value an impairment charge will be recorded based on that difference. The impairment charge will be limited to the amount of goodwill currently recognized in the Company’s single reporting unit. The Company performed the annual assessment as of October 1, 2019 and no impairment was identified. Other intangibles, net Other intangible assets, including customer relationships, developed technology, and trademarks acquired in our previous acquisitions, have definite lives and are amortized over a period ranging from 1 to 12 years on a straight-line basis. Intangible assets are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows generated by the asset. The amount of the impairment loss recorded is calculated by the excess of the asset’s carrying value over its fair value. Debt issuance costs Costs of debt financing are charged to expense over the lives of the related financing agreements. Remaining costs and the future period over which they would be charged to expense are reassessed when amendments to the related financing agreements or prepayments occur. Debt issuance costs for the Company's term loan are recognized as an offset to the Company's debt liability and are amortized using the effective-interest method. Debt issuance costs for the Company's revolving line of credit are recognized within other non-current assets and are amortized on a straight-line basis. Deferred offering costs Deferred offering costs are capitalized and consist of fees incurred in connection with the anticipated sale of common stock in an initial public offering (“IPO”) and include legal, accounting, printing, and other IPO-related costs. Upon completion of an IPO, these deferred costs will be reclassified to stockholders’ equity and recorded against the proceeds from the offering. In the event an IPO is terminated, the deferred offering costs would be expensed in the period of termination as a charge to operating expenses in the consolidated statements of operations. The balance of deferred offering costs included within other current assets at December 31, 2019 was $2.3 million. As of December 31, 2018, the Company had not incurred such costs. Foreign currency remeasurement Our reporting currency is the U.S. dollar. The functional currency of all our international operations is the U.S. dollar. The assets, liabilities, revenues and expenses of the Company’s foreign operations are remeasured in accordance with ASC Topic 830, Foreign Currency Matters. Remeasurement adjustments are recorded as foreign currency transaction gains (losses) in the consolidated statement of operations. For the years ended December 31, 2019 and 2018, the Company recognized a foreign currency loss of $1.3 million and $0.4 million, respectively. Stock‑based compensation The Company applies the provisions of ASC Topic 718, Compensation — Stock Compensation (“ASC 718”), in its accounting and reporting for stock‑based compensation. ASC 718 requires all stock‑based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. All service‑based options outstanding under the Company’s option plans have exercise prices equal to the fair value of the Company’s stock on the grant date. The fair value of these service options is determined using the Black‑Scholes option pricing model. The estimated fair value of service‑based awards is recognized as compensation expense over the applicable vesting period. All awards expire after 10 years. The fair value of each grant of service options was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires judgment to determine. Expected Term — The expected term of stock options represents the weighted-average period the stock options are expected to be outstanding. For time-based awards, the estimated expected term of options granted is generally calculated as the vesting period plus the midpoint of the remaining contractual term, as the Company does not have sufficient historical information to develop reasonable expectations surrounding future exercise patterns and post-vesting employment termination behavior. Expected Volatility — The expected stock price volatility assumption was determined by examining the historical volatilities of a group of industry peers, as the Company did not have any trading history for its common stock. The Company will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company’s common stock becomes available. Risk-Free Interest Rate — The risk-free rate assumption was based on the U.S. Treasury instruments with terms that were consistent with the expected term of the Company’s stock options. Expected Dividend — The expected dividend assumption was based on the Company’s history and expectation of dividend payouts. Fair Value of Common Stock — The fair value of the shares of common stock underlying the stock options has historically been the responsibility of and determined by the Company’s board of directors. Because there has been no public market for the Company’s common stock, the board of directors has used independent third-party valuations of the Company’s common stock, operating and financial performance, and general and industry-specific economic outlook, amongst other factors. Years Ended December 31, 2019 2018 Expected life of options 6.25 years 6.25 years Expected volatility 45.1 % – 45.3 % 44.8 % – 46.6% Risk-free interest rates 1.6 % – 1.7 % 2.5 % – 2.8% Expected dividend yield — — Weighted-average grant-date fair value $ 7.29 $ 2.69 Compensation cost for restricted stock units is determined based on the fair market value of the Company’s stock at the date of the grant. Stock-based compensation expense is generally recognized over the required service period. Forfeitures are accounted for when they occur. The Company also grants performance-based awards to certain executives that vest and become exercisable when Vista’s realized cash return on its investment in the Company equals or exceeds $1.515 billion upon a change in control of the Company (“Termination Event”). The terms of the agreement do not specify a performance period for the occurrence of the Termination Event. The contractual term of the awards is 10 years. These options are also referred to as return target options. Since the performance condition relates to a Termination Event, and as a change of control cannot be probable until it occurs, no compensation expense will be recorded until a Termination Event. In 2018, as there is also a market condition with these options based on a return on equity target, the fair value of the awards was determined using a Monte Carlo simulation. In 2019, the Company used a Modified Black-Scholes option pricing model which uses Level 3 inputs for fair value measurement which would yield similar results to the Monte Carlo simulation and simplify the process. Years Ended December 31, 2019 2018 Expected life of options 3 - 3.25 years 4.50 years Expected volatility 50 % – 55 % 55 % Risk-free interest rates 1.49 % – 1.67 % 2.7 % Expected dividend yield — — Weighted-average grant-date fair value $ 6.02 $ 1.91 Income taxes We account for income taxes in accordance with ASC Topic 740, Income Taxes, under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We use a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. A tax position is recognized when it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority. The standard also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition. Revenue recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). To determine the appropriate amount of revenue to be recognized in accordance with ASC 606, the Company follows a five-step model as follows: · Identify the contract with a customer · Identify the performance obligations in the contract · Determine the transaction price · Allocate the transaction price to the performance obligations in the contract · Recognize revenue when or as performance obligations are satisfied The Company’s revenue is primarily derived from sales of SaaS subscriptions, support and maintenance contracts, software licenses, and related professional services. The Company’s products and services are marketed and sold directly, as well as indirectly through third-party resellers, to the end-user. The Company assesses the contract term as the period in which the parties to the contract have enforceable rights and obligations. The contract term can differ from the stated term in contracts with certain termination or renewal rights, depending on whether there are substantive penalties associated with those rights. Customer contracts are generally standardized and non-cancelable for the duration of the stated contract term. Nature of Products and Services Subscription: Subscription includes SaaS subscription arrangements which include a promise to allow customers to access software hosted by the Company over the contract period, without allowing the customer to take possession of the software or transfer hosting to a third party. Subscription also includes support and maintenance, which includes when-and-if available software updates and technical support on our perpetual and on-premise subscription licenses. Because the subscription represents a stand-ready obligation to provide a series of distinct periods of access to the subscription, which are all substantially the same and that have the same pattern of transfer to the customer, subscriptions are accounted for as a series and revenue is recognized ratably over the contract term, beginning at the point when the customer is able to use and benefit from the subscription. Services: Services, including training, are often sold as part of new software license or subscription contracts. These services are fulfilled by the Company and with the use of other vendors and do not significantly modify, integrate or otherwise depend on other performance obligations included in the contracts. Services are generally performed over a one- to two-day period and, when sold as part of new software license or subscription contracts, at or near the outset of the related contract. When other vendors participate in the provisioning of the services, the Company recognizes the related revenue on a gross basis as the Company is the principal in these arrangements. Revenue related to services is recognized, as the Company’s performance obligation is fulfilled. Related fulfillment costs are recognized as incurred. License: Licenses include sales of perpetual and on-premise subscription arrangements. Licenses for on-premise software provide the customer with a right to use the software as it exists when made available to the customer. Revenue from software licenses is recognized upon transfer of control to the customer, which is typically upon making the software available to the customer. Certain contracts may include explicit options to renew maintenance at a stated price. These options are generally priced in line with the stand-alone selling price (“SSP”) and therefore do not provide a material right to the customer. If the option provides a material right to the customer, then the material right is accounted for as a separate performance obligation and the Company recognizes revenue when those future goods or services underlying the option are transferred or when the option expires. Significant Judgments When the Company’s contracts with customers contain multiple performance obligations, the contract transaction price is allocated on a relative SSP basis to each performance obligation. The Company typically determines SSP based on observable selling prices of its products and services. In instances where SSP is not directly observable, such as with software licenses that are never sold on a stand-alone basis, SSP is determined using information that may include market conditions and other observable inputs. SSP is typically established as ranges and the Company typically has more than one SSP range for individual products and services due to the stratification of those products and services by customer class, channel type, and purchase quantity, among other circumstances. Transaction Price The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. Revenue from sales is recorded based on the transaction price, which includes estimates of variable consideration. The amount of variable consideration that is included in the transaction price is constrained and is included only to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s contracts with customers may include service level agreements, which entitle the customer to receive service credits, and in certain cases, service refunds, when defined service levels are not met. These arrangements represent a form of variable consideration, which is included in the calculation of the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company estimates the amount of variable consideration at the expected value based on its assessment of legal enforceability, anticipated performance and a review of specific transactions, historical experience, and market and economic conditions. The Company has historically not experienced any significant incidents affecting the defined levels of reliability and performance as required by the contracts and therefore, the related amounts are not constrained. Disaggregation of Revenue The Company separates revenue into recurring and non‑recurring categories to disaggregate those revenues that are one‑time in nature from those that are term‑based and renewable. Revenue from recurring and non‑recurring contractual arrangements are as follows: Years Ended December 31, ($000's) 2019 2018 SaaS subscription and support and maintenance $ 159,111 $ 100,350 On‑premise subscription 16,078 12,690 Recurring revenue 175,189 113,040 Perpetual licenses 9,830 13,316 Professional services 19,008 20,206 Non‑recurring revenue 28,838 33,522 Total revenue $ 204,027 $ 146,562 Contract Balances The timing of revenue recognition may not align with the right to invoice the customer. The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment regardless of whether revenue has been recognized. For multiyear agreements, the Company will either invoice the customer in full at the inception of the contract or annually at the beginning of each annual period. If revenue has not yet been recognized, then a contract liability (deferred revenue) is also recorded. Deferred revenue classified as current on the consolidated balance sheet is expected to be recognized as revenue within one year. Non-current deferred revenue will be fully recognized within five years. If revenue is recognized in advance of the right to invoice, a contract asset is recorded. Contract liabilities consist of customer billings in advance of revenue being recognized. The Company invoices its customers for subscription, support and maintenance and services in advance. Changes in contract liabilities were as follows: Years Ended December 31, ($000's) 2019 2018 Balance, beginning of the period $ 100,662 $ 68,048 Revenue earned (86,220) (54,955) Deferral of revenue 126,268 87,569 Balance, end of the period $ 140,710 $ 100,662 There were no significant changes to our contract assets and liabilities during the years ended December 31, 2019 and 2018 outside of our sales activities. In instances where the timing of revenue recognition differs from the timing of the right to invoice, the Company has determined that a significant financing component generally does not exist. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the products and services and not to receive financing from or provide financing to the customer. Additionally, the Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less. Payment terms on invoiced amounts are typically 30-days. The Company does not offer rights of return for its products and services in the normal course of business and contracts generally do not include customer acceptance clauses. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancelable amounts to be invoiced. As of December 31, 2019, the Company had $149.5 million of remaining performance obligations, with 86% expected to be recognized as revenue over the succeeding 12 months, and the remainder expected to be recognized over the three years thereafter. Deferred Contract Costs Sales commissions as well as associated payroll taxes and retirement plan contributions (together, contract costs) that are incremental to the acquisition of customer contracts, are capitalized using a portfolio approach as deferred contract costs on the consolidated balance sheet when the period of benefit is determined to be greater than one year. The Company has elected to apply the practical expedient to expense contract costs as incurred when the expected amortization period is one year or less. The judgments made in determining the amount of costs incurred include the portion of the commissions that are expensed in the current period versus the portion of the commissions that are recognized over the expected period of benefit, which often extends beyond the contract term as we do not pay a commission upon renewal of the service contracts. Contract costs are allocated to each performance obligation within the contract and amortized on a straight-line basis over the expected benefit period of the related performance obligations. Contract costs are amortized as a component of sales and marketing expenses in our consolidated statement of operations. We have determined that the expected period of benefit is five years based on evaluation of a number of factors, including customer attrition rates, weighted average useful lives of our customer relationship and developed technology intangible assets, and market factors, including overall competitive environment and technology life of competitors. Total amortization of contract costs for the years ended December 31, 2019 and 2018 was $6.2 million and $3.4 million, respectively. The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could affect the period of benefit of these deferred contract costs. There were no impairment losses recorded during the years ended December 31, 2019 and 2018. Software development costs Costs related to research, design and development of software products prior to establishment of technological feasibility are charged to software development expense as incurred. Software development costs, if material, are capitalized, beginning when a product’s technological feasibility has been established using the working model approach and ending when a product is available for general release to customers. For the years ended December 31, 2019 and 2018, no software development costs were capitalized, because the time period and costs incurred between technological feasibility and general release for all software product releases were insignificant. For the years ended December 31, 2019 and 2018, total research and development costs were $42.8 million and $31.5 million, respectively. Advertising costs Advertising costs are expensed as incurred and presented within selling and marketing within the consolidated statement of operations. Advertising costs were $8.7 million and $7.6 million for the years ended December 31, 2019 and 2018, respectively. Interest expense, net For the year ended December 31, 2019, interest expense from debt financing of $21.9 million is offset by interest income from cash investments of $0.5 million. For the year ended December 31, 2018, interest expense from debt financing of $18.7 million is offset by interest income from cash investments of $0.5 million. Recently issued accounting pronouncements not yet adopted From time to time, new accounting pronouncements are issued by the FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. Financial Instruments — Credit Losses In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”), which introduces a model based on expected losses to estimate credit losses for most financial assets and certain other instruments. In November 2019, the FASB issued ASU No. 2019‑10 Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019‑10”). The update allows the extension of the initial effective date for entities which have not yet adopted ASU No. 2016‑02, Leases (Topic 842) (“ASU 2016‑02”). The standard is effective for annual reporting periods beginning after December 15, 2022, with early adoption permitted for annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions by recording a cumulative‑effect adjustment to retained earnings. The Company has not yet adopted ASU 2016‑13 and is currently evaluating the effect the standard will have on its consolidated financial statements. Fair Value Measurement — Disclosure Framework In August 2018, the FASB issued ASU No. 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018‑13”), which amends ASC Topic 820, Fair Value Measurements . ASU 2018‑13 modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The effective date is the first quarter of fiscal year 2021, with early adoption permitted for the removed disclosures and delayed adoption permitted until fiscal year 2021 for the new disclosures. The removed and modified disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. The Company has not yet adopted ASU 2018‑13 and is currently evaluating the effect the standard will have on its consolidated financial statements. Leases In February 2016, the FASB issued ASU 2016‑02. The update requires lessees to put most leases on their balance sheets while recognizing expenses on their income statements in a manner similar to current GAAP. The guidance also eliminates current real estate‑specific provisions for all entities. For lessors, the guidance modifies the classification criteria and the accounting for sales‑type and direct financing leases. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities . The update defers the initial effective date of ASU 2016-02 by one year for private companies and private not-for-profits. For these entities the effective date is for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted, and the modified retrospective method is to be applied. The Company is currently assessing the timing and impact of adopting the updated provisions. Income Taxes In December 2019, the FASB issued ASU No. 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019‑12”), which simplifies the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019‑12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022. Early adoption is permitted. The method of adoption varies for the provisions in the update. The Company is currently evaluating the effect the standard will have on its consolidated financial statements. Reference Rate Reform In March 2020, the FASB issued ASU No. 2020‑04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020‑04”), which provides entities with temporary optional financial reporting alternatives to ease the potential burden in accounting for reference rate reform and includes a provision that allows entities to account for a modified contract as a continuation of an existing contract. ASU 2020‑04 is effective upon issuance and can be applied through December 31, 2022. The Company is currently evaluating the effect the standard will have on its consolidated financial statements. Adoption of new accounting pronouncements Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In March 2018, the FASB issued ASU No. 2018‑15, Intangibles — Goodwill and Others — Internal‑Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018‑15”), which aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal‑use software under ASC Subtopic 350‑40, in order to determine which costs to capitalize and recognize as an asset. ASU 2018‑15 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company adopted the new standard in the first quarter of fiscal year 2020. The adoption of the standard did not have an impact on the Company’s consolidated financial statements (unaudited) as the Company does not have any of these arrangements. Improvements to Nonemployee Share‑Based Payment Accounting In June 2018, the FASB issued ASU No. 2018‑07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share‑Based Payment Accounting (“ASU 2018‑07”), with an intent to reduce cost and complexity and to improve financial reporting for share‑based payments issued to nonemployees. The amendments in ASU 2018‑07 provide for the si |
Financial instruments fair va_3
Financial instruments fair value | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Financial instruments fair value | ||
Financial instruments fair value | Note 3. Financial instruments fair value We report financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis in accordance with ASC Topic 820. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market‑based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. ASC 820 also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement. The levels of the fair value hierarchy are as follows: Level 1: Fair value is determined using an unadjusted quoted price in an active market for identical assets or liabilities. Level 2: Fair value is estimated using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly. Level 3: Fair value is estimated using unobservable inputs that are significant to the fair value of the assets or liabilities. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value. The fair value of our debt as of December 31, 2019 was $203.1 million (Level 2). The carrying value of our debt as of December 31, 2019 was $205.0 million. The fair value of our debt was determined using discounted cash flow analysis based on market rates for similar types of borrowings. Upon closing of the IPO, we repaid the principal amount of our outstanding debt and had no debt outstanding as of September 30, 2020. | Note 3. Financial instruments fair value We report financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis in accordance with ASC Topic 820. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market‑based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. ASC 820 also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement. The levels of the fair value hierarchy are as follows: Level 1: Fair value is determined using an unadjusted quoted price in an active market for identical assets or liabilities. Level 2: Fair value is estimated using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly. Level 3: Fair value is estimated using unobservable inputs that are significant to the fair value of the assets or liabilities. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value. The fair value of our debt at December 31, 2019 and 2018 was $203.1 million and $173.4 million, respectively (Level 2). The carrying value of our debt as of December 31, 2019 and 2018 was $205.0 million and $175.0 million, respectively. The fair value of our debt was determined using discounted cash flow analysis based on market rates for similar types of borrowings. |
Acquisitions_2
Acquisitions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Acquisitions | ||
Acquisitions | Note 4. Acquisitions ZuluDesk B.V. On February 1, 2019, the Company purchased all of the outstanding membership units of ZuluDesk B.V. (“ZuluDesk”) whose products are designed to offer a cost‑effective mobile device management system for today’s modern digital classroom. ZuluDesk’s software complement the Company’s existing product offerings. The Company accounted for the acquisition by applying the acquisition method of accounting for business combinations in accordance with ASC Topic 805. The final aggregate purchase price was approximately $38.6 million. This acquisition was funded by term debt, and borrowings under a revolving line of credit. The goodwill represents the excess of the purchase consideration over the fair value of the underlying net identifiable assets. The goodwill recognized in this acquisition is primarily attributable to the offerings in mobile device management of ZuluDesk and its assembled workforce. The goodwill is not deductible for income tax purposes. The fair value of the separately identifiable intangible assets acquired, consisting of trademarks, customer relationships and developed technology, was estimated by applying an income approach. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset. Indications of value are developed by discounting future net cash flows to their present value at market‑based rates of return. The weighted‑average economic life of the intangible assets acquired is 7.0 years. For more details on the intangible assets, see Note 5. Acquisition‑related expenses were expensed as incurred and totaled nil and $0.9 million for the three and nine months ended September 30, 2019, respectively. These expenses were recognized as acquisition costs in general and administrative expenses. ZuluDesk contributed revenue and net income of $1.4 million and less than $0.1 million, respectively, during the three months ended September 30, 2019, excluding the effects of the acquisition and integration costs. ZuluDesk contributed revenue and net loss of $2.9 million and $0.5 million, respectively, during the nine months ended September 30, 2019, excluding the effects of the acquisition and integration costs. The Company used borrowings under the Prior Term Loan Facility to complete the acquisition. The Prior Term Loan Facility provided for borrowings of $175.0 million with a maturity date of November 13, 2022 under the Company’s secured credit agreement entered into November 13, 2017 (the “Prior Credit Agreement”), which was increased to $205.0 million on January 30, 2019 when the Company entered into that certain Amendment Agreement No. 1 to such Prior Credit Agreement and approximately $0.5 million of debt issuances costs were capitalized as a reduction in Debt on the balance sheet in connection with such increase. The Company allocated the net purchase consideration to the net assets acquired, including finite‑lived intangible assets, based on their respective fair values at the time of the acquisition as follows (in thousands): Assets acquired: Cash $ 3,325 Other current assets 1,306 Long‑term assets 154 Liabilities assumed: Accounts payable and accrued liabilities (419) Deferred revenue (3,050) Deferred tax liability (2,996) Intangible assets acquired 12,310 Goodwill 28,000 Total purchase consideration $ 38,630 Digita Security LLC On July 26, 2019, the Company purchased all of the outstanding membership interests of Digita Security LLC (“Digita”). With this acquisition, Digita’s acquired technology complements the Company’s existing Apple management, authentication and account management solutions with a security offering to provide a more robust suite of capabilities and service offerings in the Apple enterprise market. The Company accounted for the acquisition by applying the acquisition method of accounting for business combinations in accordance with ASC Topic 805. The acquisition aggregate purchase consideration totaled $14.4 million which included contingent purchase consideration with an estimated fair value of $9.0 million and the remainder provided for with cash. Acquisition‑related expenses were expensed as incurred. Goodwill in the amount of $1.7 million is deductible for income tax purposes. The maximum contingent consideration is $15.0 million if the acquired business achieves certain revenue milestones by December 31, 2022. The estimated fair value of these contingent payments is determined using a Monte Carlo simulation model, which uses Level 3 inputs for fair value measurements, including assumptions about probability of growth of subscription services and the related pricing of the services offered. During the three and nine months ended September 30, 2020, the fair value of the contingent consideration was increased by $0.6 million and decreased by $3.1 million, respectively, which is included in general and administrative expenses in the consolidated statement of operations. The adjustment for the three months ended September 30, 2020 primarily reflects updated assumptions about probability of growth of subscription services. The adjustment for the nine months ended September 30, 2020 primarily reflects updated assumptions about the probability of change in control in light of our IPO, as well as updated assumptions about probability of growth of subscription services. At September 30, 2020 and December 31, 2019, the fair value of the contingent consideration was $6.1 million and $9.2 million, respectively, which is included in other liabilities in the consolidated balance sheet. In addition, the terms of the purchase agreement provide for additional future payments to the Digita shareholders in the amount of up to $5.0 million if certain key employees continue their employment with the Company through December 31, 2020, which is recognized as a compensation expense in our consolidated statement of operations. The Company recognized as expense $0.9 million and $4.1 million during the three and nine months ended September 30, 2020, respectively. The fair value of the acquired developed technology was estimated by discounting future net cash flows to their present value at market‑based rates of return (income approach). The estimated useful life of the acquired developed technology is estimated to be 5 years. For more details on the Company’s intangible assets, see Note 5. Pro forma results of operations for this acquisition were not presented as the effects were not material to our financial results. The following table summarizes the fair value of consideration transferred and the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands): Assets acquired: Cash $ 512 Other current assets 1 Long‑term assets 12 Liabilities assumed: Accounts payable and accrued liabilities (119) Intangible assets acquired 3,300 Goodwill 10,673 Total purchase consideration $ 14,379 | Note 5. Acquisitions ZuluDesk B.V. On February 1, 2019, the Company purchased all of the outstanding membership units of ZuluDesk B.V. whose products are designed to offer a cost‑effective mobile device management system for today’s modern digital classroom. ZuluDesk B.V’s software complement the Company’s existing product offerings. The Company accounted for the acquisition by applying the acquisition method of accounting for business combinations in accordance with ASC Topic 805. The final aggregate purchase price was approximately $38.6 million. This acquisition was funded by term debt, and borrowings under a revolving line of credit. The goodwill represents the excess of the purchase consideration over the fair value of the underlying net identifiable assets. The goodwill recognized in this acquisition is primarily attributable to the offerings in mobile device management of ZuluDesk B.V. and its assembled workforce. The goodwill is not deductible for income tax purposes. The fair value of the separately identifiable intangible assets acquired, consisting of trademarks, customer relationships and developed technology, was estimated by applying an income approach. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset. Indications of value are developed by discounting future net cash flows to their present value at market‑based rates of return. The weighted‑average economic life of the intangible assets acquired is 7.0 years. For more details on the intangible assets, see Note 6. Acquisition‑related expenses were expensed as incurred and totaled $0.9 million for the year ended December 31, 2019. These expenses were recognized as acquisition costs in general and administrative expenses. ZuluDesk B.V. contributed revenue and net loss of $4.5 million and $0.3 million, respectively, from February 1, 2019 through December 31, 2019, excluding the effects of the acquisition and integration costs. The Company used the Term Loan to complete the acquisition and approximately $0.5 million of debt issuances costs were capitalized as a reduction in Debt on the balance sheet. These costs will be amortized over the course of the debt agreements. The Company allocated the net purchase consideration to the net assets acquired, including finite‑lived intangible assets, based on their respective fair values at the time of the acquisition as follows: ($000's) Assets acquired: Cash $ 3,325 Other current assets 1,306 Long‑term assets 154 Liabilities assumed: Accounts payable and accrued liabilities (419) Deferred revenue (3,050) Deferred tax liability (2,996) Intangible assets acquired 12,310 Goodwill 28,000 Total purchase consideration $ 38,630 The following unaudited pro forma information presents the combined results of Jamf and Zulu Desk B.V. had completed the acquisition on January 1, 2018. As required by ASC 805, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined companies would have been had the acquisition occurred at the beginning of the period presented, nor are they indicative of future results of operations. The proformas results below have been adjusted for certain purchase accounting impacts such as amortization of intangibles of $1.9 million, reduction of deferred revenue of $0.3 million, and additional interest expense of $4.0 million. However, no transaction or acquisition costs are included in the pro forma. Pro forma results are not presented for 2019 as the acquisition occurred in February and would not be materially different from the actual results of operations for the year ended December 31, 2019. Year ended December 31, 2018 Revenues $ 149,445 Net loss (40,186) Net loss per share, basic and diluted $ (0.39) Digita Security LLC On July 26, 2019, the Company purchased all of the outstanding membership interests of Digita Security LLC (“Digita”). With this acquisition, Digita’s acquired technology will complement the Company’s existing Apple management, authentication and account management solutions with a security offering to provide a more robust suite of capabilities and service offerings in the Apple enterprise market. The Company accounted for the acquisition by applying the acquisition method of accounting for business combinations in accordance with ASC Topic 805. The acquisition aggregate purchase consideration totaled $14.4 million which included contingent purchase consideration with an estimated fair value of $9.0 million and the remainder provided for with cash. Acquisition‑related expenses were expensed as incurred and totaled $0.5 million. These expenses were recognized as acquisition costs in general and administrative expenses in the statement of operations during the year ended December 31, 2019. Goodwill in the amount of $1.7 million is deductible for income tax purposes. The maximum contingent consideration is $15.0 million if the acquired business achieves certain revenue milestones by December 31, 2022. The estimated fair value of these contingent payments was determined using a Monte Carlo simulation model, which uses Level 3 inputs for fair value measurements, including assumptions about probability of growth of subscription services and the related pricing of the services offered. At December 31, 2019, the fair value of the contingent consideration was increased by $0.2 million which was reflected in general and administrative expenses in the consolidated statement of operations. At December 31, 2019, the contingent consideration was $9.2 million which was included in other liabilities in the consolidated balance sheet. In addition, the terms of the purchase agreement provide for additional future payments to the Digita shareholders in the amount of up to $5.0 million if certain key employees continue their employment with the Company through December 31, 2020, which will be recognized as a compensation expense in our consolidated statement of operations. The fair value of the acquired developed technology was estimated by discounting future net cash flows to their present value at market‑based rates of return (income approach). The estimated useful life of the acquired developed technology is estimated to be 5 years. For more details on the Company’s intangible assets, see Note 6, Goodwill and other intangible assets. Pro forma results of operations for this acquisition were not presented as the effects were not material to our financial results. The following table summarizes the fair value of consideration transferred and the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: ($000's) Assets acquired: Cash $ 512 Other current assets 1 Long‑term assets 12 Liabilities assumed: Accounts payable and accrued liabilities (119) Intangible assets acquired 3,300 Goodwill 10,673 Total purchase consideration $ 14,379 Orchard & Grove, Inc. On September 18, 2018, pursuant to an agreement by and among Orchard & Grove, Inc. and JAMF Software, LLC, (a subsidiary of the Company) all of the issued and outstanding shares of Orchard & Grove were acquired for $2.1 million. The purchase price was funded with cash on hand. The Company accounted for the acquisition by applying the acquisition method of accounting for business combinations in accordance with ASC Topic 805. Orchard & Grove developed authentication software that makes it easier for IT administrators to manage user access. The Company acquired this technology to improve the user experience for its own customers. Pro forma results of operations for this acquisition were not presented as the effects were not material to our financial results. The acquired tangible and intangible assets and assumed liabilities are as follows: ($000’s) Assets acquired: Cash $ 138 Other current assets 71 Long-term assets 10 Liabilities assumed: Accounts payable and accrued liabilities (73) Deferred revenue (138) Deferred tax liability (356) Intangible assets acquired 1,580 Goodwill 835 Total purchase consideration $ 2,067 For the Vista Acquisition, during the period ended December 31, 2018, the Company recognized a measurement-period adjustment of $1.0 million related to the finalization of a working capital adjustment that increased the consideration paid and goodwill, as well as an adjustment of $0.5 million related to the finalization of a research and development tax credit that decreased the net deferred tax liability and goodwill. |
Goodwill and other intangible_5
Goodwill and other intangible assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill and other intangible assets | ||
Goodwill and other intangible assets | Note 5. Goodwill and other intangible assets The change in the carrying amount of goodwill is as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) Goodwill, beginning of period $ 539,818 $ 529,145 $ 539,818 $ 501,145 Goodwill acquired — 10,673 — 38,673 Goodwill, end of period $ 539,818 $ 539,818 $ 539,818 $ 539,818 The gross carrying amount and accumulated amortization of intangible assets other than goodwill are as follows: Weighted‑ Average Accumulated Net Carrying Remaining Useful Life Gross Value Amortization Value Useful Life (in thousands) Trademarks 1‑8 years $ 34,320 $ 9,167 $ 25,153 5.8 years Customer relationships 2‑12 years 214,320 37,564 176,756 9.7 years Developed technology 5 years 53,560 20,419 33,141 3.2 years Non‑competes 2 years 90 41 49 1.1 years Balance, December 31, 2019 $ 302,290 $ 67,191 $ 235,099 Trademarks 8 years $ 34,320 $ 12,383 $ 21,937 5.1 years Customer relationships 2‑12 years 214,320 51,259 163,061 9.0 years Developed technology 5 years 53,560 28,453 25,107 2.4 years Non‑competes 2 years 90 75 15 0.3 years Balance, September 30, 2020 $ 302,290 $ 92,170 $ 210,120 Amortization expense was $8.3 million for both the three months ended September 30, 2020 and 2019. Amortization expense was $25.0 million and $24.5 million for the nine months ended September 30, 2020 and 2019, respectively. There were no impairments to goodwill or intangible assets recorded for the three and nine months ended September 30, 2020 and 2019. | Note 6. Goodwill and other intangible assets The change in the carrying amount of goodwill is as follows: Years Ended December 31, ($000's) 2019 2018 Goodwill, beginning of period $ 501,145 $ 499,892 Goodwill acquired 38,673 1,253 Goodwill, end of period $ 539,818 $ 501,145 The gross carrying amount and accumulated amortization of intangible assets other than goodwill are as follows: Weighted‑ Average Accumulated Net Carrying Remaining ($000's) Useful Life Gross Value Amortization Value Useful Life Trademarks 8 years $ 34,300 $ 4,859 $ 29,441 Customer relationships 2 - 12 years 206,420 19,497 186,923 Developed technology 5 years 45,960 10,153 35,807 Balance, December 31, 2018 $ 286,680 $ 34,509 $ 252,171 Trademarks 1 - 8 years 34,320 9,167 25,153 5.8 Years Customer relationships 2 - 12 years 214,320 37,564 176,756 9.7 Years Developed technology 5 years 53,560 20,419 33,141 3.2 Years Non‑competes 2 years 90 41 49 1.1 Years Balance, December 31, 2019 $ 302,290 $ 67,191 $ 235,099 Amortization expense was $32.7 million and $30.5 million for the years ended December 31, 2019 and 2018, respectively. Future estimated amortization expense as of December 31, 2019 is as follows: ($000’s) Years ending December 31: 2020 $ 33,290 2021 33,187 2022 32,003 2023 24,218 2024 22,921 Thereafter 89,480 $ 235,099 There were no impairments to goodwill or intangible assets recorded for the years ended December 31, 2019 and 2018. |
Debt_2
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Debt | Note 6. Debt See Note 1 for information on the early extinguishment of debt upon closing of the IPO. On July 27, 2020, the Company entered into a new secured credit agreement (the “New Credit Agreement”) for an initial revolving credit facility of $150.0 million (the “New Revolving Credit Facility”), which may be increased or decreased under specific circumstances, with a $25.0 million letter of credit sublimit and a $50.0 million alternative currency sublimit. In addition, the New Credit Agreement provides for the ability of the Company to request incremental term loan facilities, in a minimum amount of $5.0 million for each facility. The maturity date of the New Credit Agreement is July 27, 2025. The New Credit Agreement contains customary representations and warranties, affirmative covenants, reporting obligations, negative covenants and events of default. We were in compliance with such covenants at September 30, 2020. As of September 30, 2020, we had $1.0 million of letters of credit outstanding under our New Revolving Credit Facility. In the third quarter of 2020, the Company recorded debt issuance costs of $1.3 million, which is amortized to interest expense over the term of the New Credit Agreement. As of September 30, 2020, debt issuance costs of $1.2 million are included in other assets on the consolidated balance sheets. The interest rates applicable to revolving borrowings under the New Credit Agreement are, at the Company’s option, either (i) a base rate, which is equal to the greater of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.5% and (c) the Adjusted LIBO Rate (subject to a floor) for a one month interest period (each term as defined in the New Credit Agreement) plus 1%, or (ii) the Adjusted LIBO Rate (subject to a floor) equal to the LIBO Rate for the applicable interest period multiplied by the Statutory Reserve Rate, plus in the case of each of clauses (i) and (ii), the Applicable Rate. The Applicable Rate (i) for base rate loans range from 0.25% to 1.0% per annum and (ii) for LIBO Rate loans range from 1.25% to 2.0% per annum, in each case, based on the Senior Secured Net Leverage Ratio (as such term is defined in the New Credit Agreement). Base rate borrowings may only be made in dollars. The Company pays a commitment fee during the term of the New Credit Agreement ranging from 0.20% to 0.35% per annum of the average daily undrawn portion of the revolving commitments based on the Senior Secured Net Leverage Ratio. | Note 8. Debt On November 13, 2017, the Company entered into a new secured Credit Agreement. The Credit Agreement provided an initial term loan facility (“Term Loan”) of $175 million with a maturity date of November 13, 2022 and a revolving credit facility (“Revolving Credit Facility”) of $15 million with a maturity date of November 13, 2022. The interest rate for the Term Loan was determined using a base rate of 8% per annum plus the Eurodollar Borrowing Rate (“contract rate”). The Eurodollar Borrowing Rate was re-elected each quarter based on the current rate at that point in time. On January 30, 2019, the Company entered into a First Amended Credit Agreement which increased the Term Loan to $205 million. The Amended Credit Agreement provided for additional funding for the ZuluDesk acquisition. On April 13, 2019, the Company entered into a Second Amended Credit Agreement (the “Second Amended Credit Agreement”), which adjusted the rate for both the Term Loans and Revolving Loans. Borrowings under the Credit Agreement bear interest at a rate per annum, at the borrower’s option, equal to an applicable margin, plus, (a) for alternate base rate borrowings, the highest of (i) the rate last quoted by The Wall Street Journal as the “prime rate” in the United States, (ii) the Federal Funds Rate in effect on such day plus 1/2 of 1.00% and (iii) the Adjusted LIBO Rate for a one month interest period on such day plus 1.00% and (b) for eurodollar borrowings, the Adjusted LIBO Rate determined by the greater of (i) the LIBO Rate for the relevant interest period divided by 1 minus the statutory reserves (if any) and (ii) 1.00%. The applicable margin for borrowings under the Credit Agreement is (a)(1) prior to June 30, 2020 and (2) on or after June 30, 2020 (so long as the total leverage ratio is greater than 6.00 to 1.00), (i) 7.00% for alternate base rate borrowings and (ii) 8.00% for eurodollar borrowings and (b) on or after June 30, 2020 (so long as the total leverage ratio is less than or equal to 6.00 to 1.00), subject to step downs to (i) 5.50% for alternate base rate borrowings and (ii) 6.50% for eurodollar borrowings. The total leverage ratio is determined in accordance with the terms of the Credit Agreement. The amount of debt issuance costs related to the Term Loan offsetting the debt on the consolidated balance sheet at December 31, 2019 and 2018 was $3.7 million and $3.3 million, respectively. The amount of debt issuance costs related to the Revolving Credit Facility in other non-current assets on the consolidated balance sheet at December 31, 2019 and 2018 was $0.2 million. The contract interest rate on the Term Loan was 8.91% per annum as of December 31, 2019. The effective interest rate was 9.62% per annum as of December 31, 2019. The effective interest rate was higher than the contract rate due to amortization of debt issuance costs related to the Term Loan. The Term Loan Credit Agreement does not require periodic principal payments and requires full payment upon maturity date. The Term Loan contains affirmative and negative operating covenants applicable to the Company and its restricted subsidiaries. We were compliant with these covenants at December 31, 2019. The interest rate for the Revolving Credit Facility was 7.0% and 8.0% as of December 31, 2019 and 2018, respectively. As of December 31, 2019, the Company had used $1.2 million as collateral for office space letters of credit. As of December 31, 2018, the Company had used $1.0 million as collateral for office space letters of credit. The Company is required to pay a commitment fee on the average daily unused portion of the Revolving Credit Facility of 0.5% per annum, and a fee of 2.95% per annum for the outstanding letters of credit generating expenses of $0.1 million for the years ended December 31, 2019 and 2018, respectively. |
Commitments and Contingencies_3
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | ||
Commitments and Contingencies | Note 7. Commitments and Contingencies Operating Leases The Company leases office facilities and office equipment under operating leases that expire at various dates through February 2030. The office facility leases require annual base rent, plus real estate taxes, utilities, insurance and maintenance costs. Total rent expense, including the Company’s share of the lessors’ operating expenses, was $1.3 million and $1.0 million for the three months ended September 30, 2020 and 2019, respectively, and $4.0 million and $3.0 million for the nine months ended September 30, 2020 and 2019, respectively. Certain of these leases are with a related party. Rent expense with related parties, including the Company’s share of the lessors’ operating expenses, was $0.3 million for both the three months ended September 30, 2020 and 2019 and $0.8 million and $0.7 million for the nine months ended September 30, 2020 and 2019, respectively. Hosting Services and Other Support Software Agreements The Company has various contractual agreements for hosting services and other support software. In March 2020, the Company entered into a new contractual agreement with an unrelated party for hosting services. As of September 30, 2020, future payments related to this contract are $2.1 million for the remainder of 2020, $9.3 million in 2021, $12.0 million in 2022 and $3.2 million in 2023. Contingencies From time to time, the Company may be subject to various claims, charges and litigation. The Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company maintains insurance to cover certain actions and believes that resolution of such claims, charges, or litigation will not have a material impact on the Company’s financial position, results of operations, or liquidity. The Company had no material liabilities for contingencies recorded as of September 30, 2020 and December 31, 2019. | Note 7. Commitments and Contingencies Operating Leases The Company leases office facilities and office equipment under operating leases that expire at various dates through February 2030. The office facility leases require annual base rent, plus real estate taxes, utilities, insurance and maintenance costs. Total rent expense, including the Company’s share of the lessors’ operating expenses, was $4.8 million and $3.4 million for the years ended December 31, 2019 and 2018, respectively. Certain of these leases are with a related party. Rent expense with related parties, including the Company’s share of the lessors’ operating expenses, was $1.3 million and $0.9 million for the years ended December 31, 2019 and 2018, respectively. Approximate future minimum lease payments under non-cancelable leases with both unrelated and related parties as of December 31, 2019 are as follows: ($000’s) Unrelated Related Total Years ending December 31: 2020 $ 3,676 $ 1,069 $ 4,745 2021 3,693 1,079 4,772 2022 3,343 1,090 4,433 2023 3,206 1,101 4,307 2024 2,820 832 3,652 Thereafter 8,550 — 8,550 $ 25,288 $ 5,171 $ 30,459 Hosting Services and Other Support Software Agreements In addition, the Company has various contractual agreements for hosting services and other support software. The below table reflects the minimum payments under these agreements as of December 31, 2019: ($000’s) Unrelated Years ending December 31: 2020 $ 9,791 2021 4,193 2022 4,542 2023 343 2024 — Thereafter — $ 18,869 Contingencies From time to time, the Company may be subject to various claims, charges and litigation. The Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company maintains insurance to cover certain actions and believes that resolution of such claims, charges, or litigation will not have a material impact on the Company’s financial position, results of operations, or liquidity. The Company has recorded no liabilities for contingencies as of December 31, 2019 and 2018. |
Net Loss per Share_2
Net Loss per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Net Loss per Share | ||
Net Loss per Share | Note 8. Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands, except share and per share amounts) Numerator: Net loss $ (5,093) $ (4,670) $ (13,806) $ (21,351) Denominator: Weighted‑average shares used to compute net loss per share, basic and diluted 113,203,074 102,791,023 106,333,836 102,727,198 Basic and diluted net loss per share $ (0.04) $ (0.05) $ (0.13) $ (0.21) Basic net loss per share is computed by dividing the net loss by the weighted‑average number of common shares outstanding for the period. Because we have reported a net loss for the three and nine months ended September 30, 2020 and 2019, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share because the potentially dilutive shares would have been antidilutive if included in the calculation. The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted‑average shares outstanding because such securities have an antidilutive impact due to losses reported: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Stock options outstanding 7,727,158 5,913,820 7,727,158 5,913,820 Unvested restricted stock units 1,291,056 25,520 1,291,056 25,520 Total potentially dilutive securities 9,018,214 5,939,340 9,018,214 5,939,340 | Note 10. Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Years Ended December 31, 2019 2018 Numerator: Net loss $ (32,600) $ (36,256) Denominator: Weighted-average shares outstanding 102,752,092 102,325,465 Weighted‑average shares used to compute net loss per share, basic and diluted 102,752,092 102,325,465 Basic and diluted net loss per share $ (0.32) $ (0.35) Basic net loss per share is computed by dividing the net loss by the weighted‑average number of common shares outstanding for the period. Because we have reported a net loss for the years ended December 31, 2019 and 2018, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share because the potentially dilutive shares would have been antidilutive if included in the calculation. The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted‑average shares outstanding because such securities have an antidilutive impact due to losses reported: Years Ended December 31, 2019 2018 Stock options outstanding 7,760,950 6,445,898 Unvested restricted stock units 36,520 25,520 Total potential dilutive securities 7,797,470 6,471,418 |
Long-term incentive plan_2
Long-term incentive plan | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Long-term incentive plan | ||
Long-term incentive plan | Note 9. Long‑term incentive plan In 2018, the Company established a long‑term incentive plan for certain employees. Under the plan, the employees will receive cash payments upon achievement of the same conditions of the Company’s return target options. In conjunction with the IPO, the conditions of the long‑term incentive plan were modified to also vest following an IPO and registration and sale of shares by Vista provided that Vista achieves a cash return on its equity investment in the Company equaling or exceeding $1.515 billion. As of September 30, 2020 and December 31, 2019, the Company had established a pool for executed individual agreements with employees to pay $7.0 million and $5.9 million, respectively, upon achievement of the plan conditions. Consistent with the return target options, as of September 30, 2020 and December 31, 2019, no expense or liability has been recognized as the conditions for payment have not occurred. | Note 12. Long‑term incentive plan In 2018, the Company established a long‑term incentive plan for certain employees. Under the plan, the employees will receive cash payments upon achievement of the same conditions of the Company’s return target options discussed previously. The Company has established a pool of $7.0 million to provide these cash payments to employees. As of both December 31, 2019 and 2018, the Company had executed individual agreements with employees to pay $5.9 million upon achievement of the plan conditions. Consistent with the return target options, as of December 31, 2019 and 2018, no expense or liability has been recognized as the conditions for payment have not occurred. |
Share-based compensation_2
Share-based compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based compensation | ||
Share-based compensation | Note 10. Share-based compensation On July 21, 2020, the Company adopted the Jamf Holding Corp. Omnibus Incentive Plan (the “2020 Plan”). The 2020 Plan provides for grants of (i) stock options, (ii) stock appreciation rights, (iii) restricted shares, (iv) performance awards, (v) other share-based awards and (vi) other cash-based awards to eligible employees, non-employee directors and consultants of the Company. The maximum number of shares of common stock available for issuance under the 2020 Plan is 14,800,000 shares . I n conjunction with the closing of the IPO, our Board granted awards under the 2020 Plan to certain of our employees, representing an aggregate of 1,256,538 shares of common stock. At September 30, 2020, 13,545,464 shares of common stock are reserved for additional grants under the Plan. The 2017 Stock Option Plan (“2017 Option Plan”) became effective November 13, 2017, upon the approval of the board of directors and serves as the umbrella plan for the Company’s stock‑based and cash‑based incentive compensation program for its officers and other eligible employees. The aggregate number of shares of common stock that may be issued under the 2017 Option Plan may not exceed 8,470,000 shares. At September 30, 2020, 128,928 shares of common stock are reserved for additional grants under the Plan. All stock options granted by the Company were at an exercise price at or above the estimated fair market value of the Company’s common stock as of the grant date. No options were granted during the nine months ended September 30, 2020. The table below summarizes return target options activity for the nine months ended September 30, 2020: Weighted‑ Weighted‑ Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Options Price Term (Years) (in thousands) Outstanding, December 31, 2019 3,687,664 $ 6.75 8.8 $ 29,908 Granted — — Exercised — — — Forfeitures — — Outstanding, September 30, 2020 3,687,664 $ 6.75 8.0 $ 113,786 Options exercisable at September 30, 2020 — $ — — $ — Vested or expected to vest at September 30, 2020 — $ — — $ — There was approximately $33.0 million of unrecognized compensation expense related to these return target options at September 30, 2020. Restricted stock unit (“RSU”) activity for the nine months ended September 30, 2020 is as follows: Per Unit Units Fair Value Outstanding, December 31, 2019 36,520 $ 12.60 Granted 1,262,308 26.00 Restrictions lapsed — — Forfeited (7,772) 26.00 Outstanding, September 30, 2020 1,291,056 $ 25.62 RSUs under the 2020 Plan vest ratably over four years. RSUs under the 2017 Option Plan vest 100% on the one‑year anniversary of the date of the grant. The estimated compensation cost of each RSU, which is equal to the fair value of the award on the date of grant, is recognized on a straight‑line basis over the vesting period. There was $31.1 million of total unrecognized compensation cost related to unvested restricted stock that is expected to be recognized over a weighted‑average period of 3.8 years at September 30, 2020. The table below summarizes the service‑based option activity for the nine months ended September 30, 2020: Weighted‑ Weighted‑ Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Options Price Term (Years) (in thousands) Outstanding, December 31, 2019 4,073,286 $ 5.65 8.1 $ 37,520 Granted — — Exercised (33,792) 5.49 498 Forfeitures — — Outstanding, September 30, 2020 4,039,494 $ 5.65 7.3 $ 129,098 Options exercisable at September 30, 2020 2,400,693 $ 5.50 7.2 $ 77,080 Vested or expected to vest at September 30, 2020 4,039,494 $ 5.65 7.3 $ 129,098 The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the optionholders had all optionholders exercised their options on the last date of the period. The total fair value of service‑based options vested during the nine months ended September 30, 2020 was $1.1 million. There was $4.0 million of unrecognized compensation expense related to service‑based stock options that is expected to be recognized over a weighted‑average period of 1.9 years at September 30, 2020. The Company recognized stock‑based compensation expense as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) Cost of revenue: Subscription $ 314 $ 38 $ 390 $ 156 Services 62 — 62 — Sales and marketing 675 112 897 348 Research and development 523 99 821 284 General and administrative 754 349 1,733 1,028 $ 2,328 $ 598 $ 3,903 $ 1,816 | Note 9. Share-based compensation The 2017 Stock Option Plan (“2017 Option Plan”) became effective November 13, 2017, upon the approval of the board of directors and serves as the umbrella plan for the Company’s stock‑based and cash‑based incentive compensation program for its officers and other eligible employees. The aggregate number of shares of common stock that may be issued under the 2017 Option Plan may not exceed 8,470,000 shares. At December 31, 2019, 128,928 shares of common stock are reserved for additional grants under the Plan. All stock options granted by the Company were at an exercise price at or above the estimated fair market value of the Company’s common stock as of the grant date. The table below summarizes the service-based option activity for the years ended December 31, 2019 and 2018: Weighted‑ Weighted‑ Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Options Price Term (Years) (in thousands) Outstanding, January 1, 2018 4,122,070 $ 5.49 — $ — Granted 535,957 5.62 — Exercised (322,851) 5.49 123 Forfeitures (89,467) 5.49 — Outstanding, December 31, 2018 4,245,709 — Granted 212,668 8.21 — Exercised (168,391) 5.49 256 Forfeitures (216,700) 5.49 — Outstanding, December 31, 2019 4,073,286 $ 5.65 8.1 $ 37,520 Options exercisable at December 31, 2019 1,640,037 $ 5.50 8.0 $ 15,350 Vested or expected to vest at December 31, 2019 4,073,286 $ 5.65 8.1 $ 37,520 The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the optionholders had all optionholders exercised their options on the last date of the period. The total fair value of service‑based options vested during the years ended December 31, 2019 and 2018 was $2.4 million and $2.0 million, respectively. The Company recognized stock‑based compensation expense for service‑based stock options as follows: Years Ended December 31, ($000's) 2019 2018 Cost of revenues: Subscription $ 194 $ 225 Services — — Sales and marketing 460 529 Research and development 394 239 General and administrative 1,413 1,322 $ 2,461 $ 2,315 There was $6.0 million of unrecognized compensation expense related to service‑based stock options that is expected to be recognized over a weighted‑average period of 2.5 years at December 31, 2019. The table below summarizes return target options activity for the years ended December 31, 2019 and 2018: Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Options Price Term (Years) (in thousands) Outstanding, January 1, 2018 2,105,772 $ 5.49 $ — Granted 183,884 5.54 — Exercised — — — Forfeitures (89,467) 5.49 — Outstanding, December 31, 2018 2,200,189 5.49 8.9 — Granted 1,653,209 8.29 — Exercised — — — Forfeitures (165,734) 5.49 — Outstanding, December 31, 2019 3,687,664 $ 6.75 8.8 $ 29,908 Options exercisable at December 31, 2019 — $ — — $ — Vested or expected to vest at December 31, 2019 — $ — — $ — There was approximately $13.8 million of unrecognized compensation expense related to these return target options at December 31, 2019. See Note 2 for the Company’s policy on recognizing expense for return target options. The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the optionholders had all optionholders exercised their options. Restricted stock unit activity for the years ended December 31, 2019 and 2018 is as follows: Per Unit Units Fair Value Outstanding, January 1, 2018 26,840 $ 5.49 Granted 25,520 5.87 Restrictions lapsed (26,840) 5.49 Forfeited — — Outstanding, December 31, 2018 25,520 5.87 Granted 36,520 12.60 Restrictions lapsed (25,520) 5.87 Forfeited — — Outstanding, December 31, 2019 36,520 12.60 RSUs vest 100% on the one-year anniversary of the date of the grant. The estimated compensation cost of the restricted stock award, which is equal to the fair value of the award on the date of grant, is recognized on a straight-line basis over the vesting period. At December 31, 2019, there was $0.4 million of total unrecognized compensation cost related to unvested restricted stock and that cost is expected to be recognized in the following year. |
Income taxes_2
Income taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Income taxes | ||
Income taxes | Note 11. Income taxes The Company’s effective tax rates for the three months ended September 30, 2020 and 2019 were 26.7% and 23.1%, respectively. The effective tax rate for the three months ended September 30, 2020 was impacted by $1.4 million of discrete income tax benefit primarily related to the loss on debt extinguishment. The Company’s effective tax rates for the nine months ended September 30, 2020 and 2019 were 27.0% and 23.6%, respectively. The effective tax rate for the nine months ended September 30, 2020 was higher than the prior year period due to research and development credits, the final Global Intangible Low Taxed Income (“GILTI”) high-tax exclusion regulation released on July 20, 2020 and a change in valuation allowance on foreign deferred tax assets related to a merger of subsidiaries. The effective tax rate for the nine months ended September 30, 2020 was impacted by $1.6 million of discrete income tax benefit primarily related to the loss on debt extinguishment and the impact of the net operating loss carryback and interest limitation changes related to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) . On March 27, 2020, the CARES Act was signed into law. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of social security taxes, the creation of certain refundable employee retention credits, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Company anticipates it will benefit from the prior and future utilization of net operating losses and interest deductions. Beginning with pay dates on and after April 17, 2020, the Company has elected to defer the employer-paid portion of social security taxes, resulting in an accrual of $2.7 million as of September 30, 2020. On July 20, 2020, Final Regulations were released with respect to the GILTI high-tax exclusion. The Final Regulations are effective for tax years starting after July 23, 2020, however, there may be availability for retroactive application back to tax years started after December 31, 2017. The Company has performed an analysis and determined there would be a benefit in both 2018 and 2019 for which a discrete item has been included in the third quarter of 2020 to reflect the impact of this benefit. In addition, we reduced our GILTI income as of the third quarter of 2020, the effect of which is reflected in the annual effective tax rate. | Note 13. Income Taxes The income tax provision (benefit) included with operations consists of the following: Years Ended December 31, ($000’s) 2019 2018 Current: Federal $ (7) $ (38) State 138 123 Foreign 1,013 328 Deferred: Federal (8,990) (10,625) State (1,638) (1,947) Foreign (627) 22 $ (10,111) $ (12,137) The income tax benefit differs from the amounts of income tax benefit determined by applying the U.S. federal income tax rate to pretax income or loss due to the following: Years Ended December 31, ($000’s) 2019 2018 Computed “expected” tax benefit 21.0 % 21.0 % State income tax benefit, net of federal tax effect 2.8 % 3.4 % Permanent differences (0.5) % (0.3) % Foreign rate differential 0.2 % (0.1) % Remeasurement Gain/Loss 0.5 % 0.0 % Tax credits 2.2 % 2.3 % Valuation allowance (1.1) % (0.5) % Transaction costs (0.4) % (0.1) % Deferred rate change (0.3) % (0.2) % GILTI inclusion (0.5) % (1.3) % Other (0.2) % 0.9 % 23.7 % 25.1 % Significant components of the Company’s net deferred income tax liability were as follows: December 31, ($000’s) 2019 2018 Deferred tax assets: Allowance for doubtful accounts $ 49 $ 15 Accrued compensation 1,911 1,600 Deferred revenue 2,554 1,288 Deferred rent 191 68 Equipment and leasehold improvements 285 254 Stock options 882 410 Federal tax credits 3,301 2,547 Other 988 514 Net operating losses 25,157 26,161 State research and development tax credits 1,383 1,219 Business interest limitation 7,945 4,176 Valuation allowance (1,213) (750) Net deferred tax assets 43,433 37,502 Deferred tax liabilities: Prepaid items (691) (500) Deferred contract costs (5,322) (2,676) Intangibles (55,553) (60,710) Net deferred tax assets (liabilities) $ (18,133) $ (26,384) At December 31, 2019, the Company had a U.S. federal net operating loss carryforward of approximately $100.8 million, foreign net operating loss carryforward of approximately $0.5 million, federal research and development credits of approximately $3.5 million and foreign tax credits of approximately $0.1 million. The Company also had state net operating loss carryforwards of approximately $60.4 million and credits for research and development of approximately $1.9 million. Approximately $95.0 million of the federal net operating loss carryforwards will begin to expire in 2036. The remainder of the federal net operating losses of $5.8 million are carried forward indefinitely. The state net operating loss carryforwards will begin to expire in 2023 and are available to offset future taxable income or reduce taxes payable through 2037. The federal research and development credits, state research and development credits and foreign tax credits will begin expiring in 2033, 2026, and 2023, respectively. Under the provision for uncertainty in income taxes, the total gross amount of unrecognized tax benefit as of December 31, 2019 and 2018 was approximately $0.5 million and $0.4 million, respectively. If recognized, for the years ended December 31, 2019 and 2018, the total amount of unrecognized tax benefit that would have an effect on the effective income tax rate is $0.4 million and $0.3 million, respectively. The liabilities are classified as other long-term liabilities in the accompanying consolidated balance sheets. The Company does not anticipate that total unrecognized tax benefits will materially change in the next 12 months. The Company established a valuation allowance against Wisconsin state tax credits, foreign tax credits, and Netherlands net deferred tax assets which the Company has determined are more likely than not to be unrealized. Realization of deferred tax assets is dependent upon sufficient future taxable income during the periods when deductible temporary differences and carryforwards are expected to be available to reduce taxable income. The Company files income tax returns in the U.S. federal jurisdiction, Minnesota, and various other state and foreign jurisdictions. With few exceptions, the Company is not subject to U.S. federal, foreign, state and local income tax examinations by tax authorities for years before 2016. It is difficult to predict the final timing and resolution of any particular uncertain tax position. Based on the Company’s assessment of many factors, including past experience and complex judgements about future events, the Company does not currently anticipate significant changes in its uncertain tax positions over the next 12 months. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as additional income tax expense. During the years ended December 31, 2019 and 2018, the Company did not recognize material income tax expense related to interest and penalties. New tax legislation Tax Cuts and Jobs Act (the Act) On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the Act) tax reform legislation. This legislation made significant changes in U.S. tax law, including a reduction in the corporate tax rates, changes to net operating loss carryforwards and carrybacks, and a repeal of the corporate alternative minimum tax. The legislation reduced the U.S. corporate tax rate from the current rate of 35% to 21%. The Company’s accounting under the Act was finalized as of December 31, 2018. The legislation also introduced a new Global Intangible Low-Taxed Income (“GILTI”) provision. Under GAAP, the Company is allowed to make an accounting policy choice of either 1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period cost when incurred or 2) factoring such amounts into the Company’s measurement of its deferred taxes. GILTI depends not only on our current structure and estimated future income, but also our intent and ability to modify the structure or business. The Company has chosen to treat GILTI as a current-period cost when incurred. GILTI expense for the years ended December 31, 2019 and December 31, 2018 was $0.2 million and $0.6 million, respectively. |
Related party transactions_2
Related party transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related-party transactions | ||
Related-party transactions | Note 12. Related‑party transactions The Company made pledges to the Jamf Nation Global Foundation (“JNGF”) of $0.1 million and $0.2 million for the three and nine months ended September 30, 2019, respectively. The Company did not make any pledges to JNGF for the three and nine months ended September 30, 2020. As of September 30, 2020 and December 31, 2019, the Company’s accrued liabilities related to JNGF pledges were $0.4 million and $1.0 million, respectively, which are included in accrued liabilities on the consolidated balance sheet. The Company has an ongoing lease agreement for office space in Eau Claire, Wisconsin, with an entity in which a related party is a minority owner. See Note 7 for further discussion of this lease agreement. Vista is a U.S.‑based investment firm that controls the funds which own a majority of the Company. The Company has paid for consulting services and other expenses related to services provided by Vista and Vista affiliates. The total expenses incurred by the Company for these services with Vista were less than $0.1 million and $0.3 million for the three months ended September 30, 2020 and 2019, respectively, and $0.3 million and $0.9 million for the nine months ended September 30, 2020 and 2019, respectively. The Company had less than $0.1 million in accounts payable related to these expenses at September 30, 2020. The Company had no amounts in accounts payable related to these expenses at December 31, 2019. The Company also has revenue arrangements with Vista affiliates. The Company recognized revenue related to these arrangements of $0.2 million for both the three months ended September 30, 2020 and 2019 and $0.8 million and $0.6 million for the nine months ended September 30, 2020 and 2019, respectively. The Company had $0.1 million in accounts receivable related to these agreements at September 30, 2020. The Company had no amounts in accounts receivable related to these agreements at December 31, 2019. In addition, the Company pays for services with Vista affiliates in the normal course of business. The total expenses incurred by the Company for services with Vista affiliates were $0.2 million and $0.1 million for the three months ended September 30, 2020 and 2019, respectively, and $0.5 million and $0.4 million for the nine months ended September 30, 2020 and 2019, respectively. The Company had less than $0.1 million in accounts payable related to these expenses at September 30, 2020. The Company had no amounts in accounts payable related to these expenses at December 31, 2019. Prior to its termination and repayment in full on July 27, 2020, the Company had the Prior Term Loan Facility and, pursuant to the Company’s Prior Credit Agreement, a $15.0 million revolving credit facility with a maturity date of November 13, 2022 (the “Prior Revolving Credit Facility” and together with the Prior Term Loan Facility, the “Prior Credit Facilities”) with a consortium of lenders for a principal amount of $205.0 million and principal committed amount of $15.0 million, respectively. At December 31, 2019, affiliates of Vista held $34.9 million of the Prior Term Loan Facility and there were no amounts drawn on the Prior Revolving Credit Facility. During the three months ended September 30, 2020 and 2019, affiliates of Vista were paid $0.5 million and $0.8 million, respectively, in interest on the portion of the Prior Term Loan Facility held by them. During the nine months ended September 30, 2020 and 2019, affiliates of Vista were paid $2.1 million and $2.8 million, respectively, in interest on the portion of the Prior Term Loan Facility held by them. | Note 14. Related‑party transactions The Company made pledges to the Jamf Nation Global Foundation (“JNGF”) of $1.1 million and $0.3 million for the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019 and 2018, the Company accrued $1.0 million and $0.4 million, respectively, which are included in accrued expenses on the consolidated balance sheet. The Company has an ongoing lease agreement for office space in Eau Claire, Wisconsin, with an entity in which a related party is a minority owner. See Note 7 for further discussion of this lease agreement. Vista is a U.S.-based investment firm that controls the funds which own a majority of the Company. The Company has paid for consulting services and other expenses related to services provided by Vista and Vista affiliates. The total expenses incurred by the Company for Vista were $1.0 million and $1.4 million for the years ended December 31, 2019 and 2018, respectively. The Company had no amounts in accounts payable related to these expenses at December 31, 2019 and $0.2 million in accounts payable related to these expenses at December 31, 2018. The Company also has revenue arrangements with Vista affiliates. The Company recognized revenue related to these arrangements of $0.7 million and $0.4 million for the years ended December 31, 2019 and 2018, respectively. The Company had no amounts in accounts receivable related to these agreements at December 31, 2019 and $0.1 million in accounts receivable related to these agreements at December 31, 2018. In addition, the Company pays for services with Vista affiliates in the normal course of business. The total expenses incurred by the Company for Vista affiliates were $0.7 million and $0.6 million for the years ended December 31, 2019 and 2018, respectively. The Company had no amounts in accounts payable related to these expenses at both December 31, 2019 and 2018. As discussed in Note 8, the Company has a Term Loan and Revolver Credit Facility with a consortium of lenders for a principal amount of $205.0 million and principal committed amount of $15.0 million, respectively. At December 31, 2019, affiliates of Vista held $34.9 million of the 2017 Term Loan and there were no amounts drawn on the Revolver. At December 31, 2018, affiliates of Vista held $36.4 million of the 2017 Term Loan and there were no amounts drawn on the 2017 Revolver. During the years ended December 31, 2019 and 2018, affiliates of Vista were paid $3.4 million and $3.7 million, respectively, in interest on the portion of the 2017 Term Loan held by them. |
Summary of significant accou_13
Summary of significant accounting policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of significant accounting policies | ||
Principles of consolidation | The Company’s significant accounting policies are discussed in Note 2 to the consolidated financial statements included in our final prospectus (the “IPO Prospectus”) dated as of July 21, 2020 and filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”). There have been no significant changes to these policies that have had a material impact on the Company’s consolidated financial statements and related notes for the three and nine months ended September 30, 2020. The following describes the impact of certain policies. | Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Stock split | Stock split On July 10, 2020, the Company effected a 110-for-1 stock split of its common stock. The par value of the common stock was not adjusted as a result of the stock split. Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect this stock split. | |
Deferred offering costs | Deferred offering costs Offering costs are capitalized and consist of fees incurred in connection with the sale of common stock in our IPO and include legal, accounting, printing, and other IPO‑related costs. The balance of deferred offering costs included within other current assets as of December 31, 2019 was $2.3 million. During the three and nine months ended September 30, 2020, we incurred $1.5 million and $5.0 million, respectively, of deferred offering costs. Upon completion of our IPO, the total amount of $7.3 million of deferred offering costs was reclassified to stockholders’ equity and recorded against the proceeds from the offering. Therefore, we had no deferred offering costs included within other current assets as of September 30, 2020. | Deferred offering costs Deferred offering costs are capitalized and consist of fees incurred in connection with the anticipated sale of common stock in an initial public offering (“IPO”) and include legal, accounting, printing, and other IPO-related costs. Upon completion of an IPO, these deferred costs will be reclassified to stockholders’ equity and recorded against the proceeds from the offering. In the event an IPO is terminated, the deferred offering costs would be expensed in the period of termination as a charge to operating expenses in the consolidated statements of operations. The balance of deferred offering costs included within other current assets at December 31, 2019 was $2.3 million. As of December 31, 2018, the Company had not incurred such costs. |
Share-based compensation | Share‑based compensation The Company applies the provisions of ASC Topic 718, Compensation — Stock Compensation (“ASC 718”), in its accounting and reporting for stock‑based compensation. ASC 718 requires all stock‑based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. All service‑based options outstanding under the Company’s option plans have exercise prices equal to the fair value of the Company’s stock on the grant date. The fair value of these service options is determined using the Black‑Scholes option pricing model. The estimated fair value of service‑based awards is recognized as compensation expense over the applicable vesting period. All awards expire after 10 years. There were no service option grants during the nine months ended September 30, 2020. Compensation cost for restricted stock units is determined based on the fair market value of the Company’s stock at the date of the grant. Stock‑based compensation expense is generally recognized over the required service period. Forfeitures are accounted for when they occur. The Company also grants performance‑based awards to certain executives that vest and become exercisable when Vista’s realized cash return on its investment in the Company equals or exceeds $1.515 billion upon a change in control of the Company (“Termination Event”). The terms of the agreement do not specify a performance period for the occurrence of the Termination Event. The contractual term of the awards is 10 years. These options are also referred to as return target options. The Company uses a Modified Black‑Scholes option pricing model which uses Level 3 inputs for fair value measurement. In conjunction with the IPO, the vesting conditions of the performance-based awards were modified to also vest following an IPO and registration and sale of shares by Vista provided that Vista achieves a cash return on its equity investment in the Company equaling or exceeding $1.515 billion. In accordance with ASC 718, we calculated the fair value of these options on the modification date. The value of these options on the date of modification was $33.0 million as of June 30, 2020. As the awards are not currently considered probable of meeting vesting requirements no expense has been recognized, and the timing of any future expense recognition is unknown. | Stock‑based compensation The Company applies the provisions of ASC Topic 718, Compensation — Stock Compensation (“ASC 718”), in its accounting and reporting for stock‑based compensation. ASC 718 requires all stock‑based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. All service‑based options outstanding under the Company’s option plans have exercise prices equal to the fair value of the Company’s stock on the grant date. The fair value of these service options is determined using the Black‑Scholes option pricing model. The estimated fair value of service‑based awards is recognized as compensation expense over the applicable vesting period. All awards expire after 10 years. The fair value of each grant of service options was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires judgment to determine. Expected Term — The expected term of stock options represents the weighted-average period the stock options are expected to be outstanding. For time-based awards, the estimated expected term of options granted is generally calculated as the vesting period plus the midpoint of the remaining contractual term, as the Company does not have sufficient historical information to develop reasonable expectations surrounding future exercise patterns and post-vesting employment termination behavior. Expected Volatility — The expected stock price volatility assumption was determined by examining the historical volatilities of a group of industry peers, as the Company did not have any trading history for its common stock. The Company will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company’s common stock becomes available. Risk-Free Interest Rate — The risk-free rate assumption was based on the U.S. Treasury instruments with terms that were consistent with the expected term of the Company’s stock options. Expected Dividend — The expected dividend assumption was based on the Company’s history and expectation of dividend payouts. Fair Value of Common Stock — The fair value of the shares of common stock underlying the stock options has historically been the responsibility of and determined by the Company’s board of directors. Because there has been no public market for the Company’s common stock, the board of directors has used independent third-party valuations of the Company’s common stock, operating and financial performance, and general and industry-specific economic outlook, amongst other factors. Years Ended December 31, 2019 2018 Expected life of options 6.25 years 6.25 years Expected volatility 45.1 % – 45.3 % 44.8 % – 46.6% Risk-free interest rates 1.6 % – 1.7 % 2.5 % – 2.8% Expected dividend yield — — Weighted-average grant-date fair value $ 7.29 $ 2.69 Compensation cost for restricted stock units is determined based on the fair market value of the Company’s stock at the date of the grant. Stock-based compensation expense is generally recognized over the required service period. Forfeitures are accounted for when they occur. The Company also grants performance-based awards to certain executives that vest and become exercisable when Vista’s realized cash return on its investment in the Company equals or exceeds $1.515 billion upon a change in control of the Company (“Termination Event”). The terms of the agreement do not specify a performance period for the occurrence of the Termination Event. The contractual term of the awards is 10 years. These options are also referred to as return target options. Since the performance condition relates to a Termination Event, and as a change of control cannot be probable until it occurs, no compensation expense will be recorded until a Termination Event. In 2018, as there is also a market condition with these options based on a return on equity target, the fair value of the awards was determined using a Monte Carlo simulation. In 2019, the Company used a Modified Black-Scholes option pricing model which uses Level 3 inputs for fair value measurement which would yield similar results to the Monte Carlo simulation and simplify the process. Years Ended December 31, 2019 2018 Expected life of options 3 - 3.25 years 4.50 years Expected volatility 50 % – 55 % 55 % Risk-free interest rates 1.49 % – 1.67 % 2.7 % Expected dividend yield — — Weighted-average grant-date fair value $ 6.02 $ 1.91 |
Revenue recognition | Revenue recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) and follows a five-step model to determine the appropriate amount of revenue to be recognized in accordance with ASC 606. Disaggregation of Revenue The Company separates revenue into recurring and non‑recurring categories to disaggregate those revenues that are one‑time in nature from those that are term‑based and renewable. Revenue from recurring and non‑recurring contractual arrangements are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) SaaS subscription and support and maintenance $ 57,933 $ 41,916 $ 160,989 $ 112,872 On‑premise subscription 7,849 5,135 18,159 12,224 Recurring revenue 65,782 47,051 179,148 125,096 Perpetual licenses 1,017 2,283 3,811 7,381 Professional services 3,605 5,234 10,066 14,529 Non‑recurring revenue 4,622 7,517 13,877 21,910 Total revenue $ 70,404 $ 54,568 $ 193,025 $ 147,006 Contract Balances Contract liabilities consist of customer billings in advance of revenue being recognized. The Company invoices its customers for subscription, support and maintenance and services in advance. Changes in contract liabilities, including revenue earned during the period from the beginning contract liability balance and new deferrals of revenue during the period, were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) Balance, beginning of the period $ 157,738 $ 117,919 $ 140,710 $ 100,662 Revenue earned (50,038) (39,261) (147,324) (116,145) Deferral of revenue 80,538 54,651 194,852 148,792 Balance, end of the period $ 188,238 $ 133,309 $ 188,238 $ 133,309 There were no significant changes to our contract assets and liabilities during the three and nine months ended September 30, 2020 and 2019 outside of our sales activities. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancelable amounts to be invoiced. As of September 30, 2020 and December 31, 2019, the Company had $199.1 million and $149.5 million, respectively, of remaining performance obligations, with 82% and 86%, respectively, expected to be recognized as revenue over the succeeding 12 months, and the remainder expected to be recognized over the three years thereafter. Deferred Contract Costs Sales commissions as well as associated payroll taxes and retirement plan contributions (together, contract costs) that are incremental to the acquisition of customer contracts, are capitalized using a portfolio approach as deferred contract costs on the consolidated balance sheet when the period of benefit is determined to be greater than one year. Total amortization of contract costs for the three months ended September 30, 2020 and 2019 was $2.5 million and $1.7 million, respectively. Total amortization of contract costs for the nine months ended September 30, 2020 and 2019 was $6.7 million and $4.5 million, respectively. The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could affect the period of benefit of these deferred contract costs. There were no impairment losses recorded during the three and nine months ended September 30, 2020 and 2019. For the three and nine months ended September 30, 2020, the Company had two distributors that accounted for more than 10% of total net revenues. Total receivables related to these distributors were $15.2 million at September 30, 2020. For the three and nine months ended September 30, 2019, the Company had one distributor that accounted for more than 10% of total net revenues. Total receivables related to this distributor were $6.0 million at December 31, 2019. | Revenue recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). To determine the appropriate amount of revenue to be recognized in accordance with ASC 606, the Company follows a five-step model as follows: · Identify the contract with a customer · Identify the performance obligations in the contract · Determine the transaction price · Allocate the transaction price to the performance obligations in the contract · Recognize revenue when or as performance obligations are satisfied The Company’s revenue is primarily derived from sales of SaaS subscriptions, support and maintenance contracts, software licenses, and related professional services. The Company’s products and services are marketed and sold directly, as well as indirectly through third-party resellers, to the end-user. The Company assesses the contract term as the period in which the parties to the contract have enforceable rights and obligations. The contract term can differ from the stated term in contracts with certain termination or renewal rights, depending on whether there are substantive penalties associated with those rights. Customer contracts are generally standardized and non-cancelable for the duration of the stated contract term. Nature of Products and Services Subscription: Subscription includes SaaS subscription arrangements which include a promise to allow customers to access software hosted by the Company over the contract period, without allowing the customer to take possession of the software or transfer hosting to a third party. Subscription also includes support and maintenance, which includes when-and-if available software updates and technical support on our perpetual and on-premise subscription licenses. Because the subscription represents a stand-ready obligation to provide a series of distinct periods of access to the subscription, which are all substantially the same and that have the same pattern of transfer to the customer, subscriptions are accounted for as a series and revenue is recognized ratably over the contract term, beginning at the point when the customer is able to use and benefit from the subscription. Services: Services, including training, are often sold as part of new software license or subscription contracts. These services are fulfilled by the Company and with the use of other vendors and do not significantly modify, integrate or otherwise depend on other performance obligations included in the contracts. Services are generally performed over a one- to two-day period and, when sold as part of new software license or subscription contracts, at or near the outset of the related contract. When other vendors participate in the provisioning of the services, the Company recognizes the related revenue on a gross basis as the Company is the principal in these arrangements. Revenue related to services is recognized, as the Company’s performance obligation is fulfilled. Related fulfillment costs are recognized as incurred. License: Licenses include sales of perpetual and on-premise subscription arrangements. Licenses for on-premise software provide the customer with a right to use the software as it exists when made available to the customer. Revenue from software licenses is recognized upon transfer of control to the customer, which is typically upon making the software available to the customer. Certain contracts may include explicit options to renew maintenance at a stated price. These options are generally priced in line with the stand-alone selling price (“SSP”) and therefore do not provide a material right to the customer. If the option provides a material right to the customer, then the material right is accounted for as a separate performance obligation and the Company recognizes revenue when those future goods or services underlying the option are transferred or when the option expires. Significant Judgments When the Company’s contracts with customers contain multiple performance obligations, the contract transaction price is allocated on a relative SSP basis to each performance obligation. The Company typically determines SSP based on observable selling prices of its products and services. In instances where SSP is not directly observable, such as with software licenses that are never sold on a stand-alone basis, SSP is determined using information that may include market conditions and other observable inputs. SSP is typically established as ranges and the Company typically has more than one SSP range for individual products and services due to the stratification of those products and services by customer class, channel type, and purchase quantity, among other circumstances. Transaction Price The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. Revenue from sales is recorded based on the transaction price, which includes estimates of variable consideration. The amount of variable consideration that is included in the transaction price is constrained and is included only to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s contracts with customers may include service level agreements, which entitle the customer to receive service credits, and in certain cases, service refunds, when defined service levels are not met. These arrangements represent a form of variable consideration, which is included in the calculation of the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company estimates the amount of variable consideration at the expected value based on its assessment of legal enforceability, anticipated performance and a review of specific transactions, historical experience, and market and economic conditions. The Company has historically not experienced any significant incidents affecting the defined levels of reliability and performance as required by the contracts and therefore, the related amounts are not constrained. Disaggregation of Revenue The Company separates revenue into recurring and non‑recurring categories to disaggregate those revenues that are one‑time in nature from those that are term‑based and renewable. Revenue from recurring and non‑recurring contractual arrangements are as follows: Years Ended December 31, ($000's) 2019 2018 SaaS subscription and support and maintenance $ 159,111 $ 100,350 On‑premise subscription 16,078 12,690 Recurring revenue 175,189 113,040 Perpetual licenses 9,830 13,316 Professional services 19,008 20,206 Non‑recurring revenue 28,838 33,522 Total revenue $ 204,027 $ 146,562 Contract Balances The timing of revenue recognition may not align with the right to invoice the customer. The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment regardless of whether revenue has been recognized. For multiyear agreements, the Company will either invoice the customer in full at the inception of the contract or annually at the beginning of each annual period. If revenue has not yet been recognized, then a contract liability (deferred revenue) is also recorded. Deferred revenue classified as current on the consolidated balance sheet is expected to be recognized as revenue within one year. Non-current deferred revenue will be fully recognized within five years. If revenue is recognized in advance of the right to invoice, a contract asset is recorded. Contract liabilities consist of customer billings in advance of revenue being recognized. The Company invoices its customers for subscription, support and maintenance and services in advance. Changes in contract liabilities were as follows: Years Ended December 31, ($000's) 2019 2018 Balance, beginning of the period $ 100,662 $ 68,048 Revenue earned (86,220) (54,955) Deferral of revenue 126,268 87,569 Balance, end of the period $ 140,710 $ 100,662 There were no significant changes to our contract assets and liabilities during the years ended December 31, 2019 and 2018 outside of our sales activities. In instances where the timing of revenue recognition differs from the timing of the right to invoice, the Company has determined that a significant financing component generally does not exist. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the products and services and not to receive financing from or provide financing to the customer. Additionally, the Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less. Payment terms on invoiced amounts are typically 30-days. The Company does not offer rights of return for its products and services in the normal course of business and contracts generally do not include customer acceptance clauses. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancelable amounts to be invoiced. As of December 31, 2019, the Company had $149.5 million of remaining performance obligations, with 86% expected to be recognized as revenue over the succeeding 12 months, and the remainder expected to be recognized over the three years thereafter. Deferred Contract Costs Sales commissions as well as associated payroll taxes and retirement plan contributions (together, contract costs) that are incremental to the acquisition of customer contracts, are capitalized using a portfolio approach as deferred contract costs on the consolidated balance sheet when the period of benefit is determined to be greater than one year. The Company has elected to apply the practical expedient to expense contract costs as incurred when the expected amortization period is one year or less. The judgments made in determining the amount of costs incurred include the portion of the commissions that are expensed in the current period versus the portion of the commissions that are recognized over the expected period of benefit, which often extends beyond the contract term as we do not pay a commission upon renewal of the service contracts. Contract costs are allocated to each performance obligation within the contract and amortized on a straight-line basis over the expected benefit period of the related performance obligations. Contract costs are amortized as a component of sales and marketing expenses in our consolidated statement of operations. We have determined that the expected period of benefit is five years based on evaluation of a number of factors, including customer attrition rates, weighted average useful lives of our customer relationship and developed technology intangible assets, and market factors, including overall competitive environment and technology life of competitors. Total amortization of contract costs for the years ended December 31, 2019 and 2018 was $6.2 million and $3.4 million, respectively. The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could affect the period of benefit of these deferred contract costs. There were no impairment losses recorded during the years ended December 31, 2019 and 2018. |
Recently issued accounting pronouncements not yet adopted and Adoption of new accounting pronouncements | Recently issued accounting pronouncements not yet adopted From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. Financial Instruments — Credit Losses In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”), which introduces a model based on expected losses to estimate credit losses for most financial assets and certain other instruments. In November 2019, the FASB issued ASU No. 2019‑10 Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019‑10”). The update allows the extension of the initial effective date for entities which have not yet adopted ASU No. 2016‑02, Leases (Topic 842) (“ASU 2016‑02”). The standard is effective for annual reporting periods beginning after December 15, 2022, with early adoption permitted for annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions by recording a cumulative‑effect adjustment to retained earnings. The Company has not yet adopted ASU 2016‑13 and is currently evaluating the effect the standard will have on its consolidated financial statements. Leases In February 2016, the FASB issued ASU 2016‑02 to increase transparency and comparability among organizations related to their leasing arrangements. The update requires lessees to recognize most leases on their balance sheets, with the exception of short-term leases if a policy election is made, while recognizing lease expense on their income statements in a manner similar to current GAAP. The guidance also requires entities to disclose key quantitative and qualitative information about its leasing arrangements. The Company expects to adopt the new lease standard on January 1, 2021 using the optional transition method to the modified retrospective approach. The Company has formed an implementation team, commenced identification of our lease population, and selected new software to manage the lease portfolio and perform the accounting required under the new lease standard. The Company is still assessing the impact of adoption of the new lease standard on the consolidated financial statements. Reference Rate Reform In March 2020, the FASB issued ASU No. 2020‑04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020‑04”), which provides entities with temporary optional financial reporting alternatives to ease the potential burden in accounting for reference rate reform and includes a provision that allows entities to account for a modified contract as a continuation of an existing contract. ASU 2020‑04 is effective upon issuance and can be applied through December 31, 2022. The Company is currently evaluating the effect the standard will have on its consolidated financial statements. Adoption of new accounting pronouncements Income Taxes In December 2019, the FASB issued ASU No. 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019‑12”), which simplifies the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019‑12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022. The Company early adopted the standard in the third quarter of 2020. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements. Fair Value Measurement — Disclosure Framework In August 2018, the FASB issued ASU No. 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018‑13”), which amends ASC Topic 820, Fair Value Measurements . ASU 2018‑13 modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The effective date of ASU 2018-13 is the first quarter of fiscal year 2020. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements. Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In March 2018, the FASB issued ASU No. 2018‑15, Intangibles — Goodwill and Others — Internal‑Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018‑15”), which aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal‑use software under ASC Subtopic 350‑40, in order to determine which costs to capitalize and recognize as an asset. ASU 2018‑15 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company adopted the new standard in the first quarter of fiscal year 2020. The adoption of the standard did not have an impact on the Company’s consolidated financial statements as the Company does not have any of these arrangements. Improvements to Nonemployee Share‑Based Payment Accounting In June 2018, the FASB issued ASU No. 2018‑07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share‑Based Payment Accounting (“ASU 2018‑07”), with an intent to reduce cost and complexity and to improve financial reporting for share‑based payments issued to nonemployees. The amendments in ASU 2018‑07 provide for the simplification of the measurement of share‑based payment transactions for acquiring goods and services from nonemployees. Currently, the accounting requirements for nonemployee and employee share‑based payment transactions are significantly different. This standard expands the scope of ASC Topic 718 to include share‑based payments issued to nonemployees for goods or services, aligning the accounting for share‑based payments to nonemployees and employees. ASU 2018‑07 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those periods, and early adoption is permitted. The Company adopted the new standard in the first quarter of fiscal year 2020. The adoption did not have an impact on the Company’s consolidated financial statements as the Company does not have any nonemployee share‑based payment awards. | Recently issued accounting pronouncements not yet adopted From time to time, new accounting pronouncements are issued by the FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. Financial Instruments — Credit Losses In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”), which introduces a model based on expected losses to estimate credit losses for most financial assets and certain other instruments. In November 2019, the FASB issued ASU No. 2019‑10 Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019‑10”). The update allows the extension of the initial effective date for entities which have not yet adopted ASU No. 2016‑02, Leases (Topic 842) (“ASU 2016‑02”). The standard is effective for annual reporting periods beginning after December 15, 2022, with early adoption permitted for annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions by recording a cumulative‑effect adjustment to retained earnings. The Company has not yet adopted ASU 2016‑13 and is currently evaluating the effect the standard will have on its consolidated financial statements. Fair Value Measurement — Disclosure Framework In August 2018, the FASB issued ASU No. 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018‑13”), which amends ASC Topic 820, Fair Value Measurements . ASU 2018‑13 modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The effective date is the first quarter of fiscal year 2021, with early adoption permitted for the removed disclosures and delayed adoption permitted until fiscal year 2021 for the new disclosures. The removed and modified disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. The Company has not yet adopted ASU 2018‑13 and is currently evaluating the effect the standard will have on its consolidated financial statements. Leases In February 2016, the FASB issued ASU 2016‑02. The update requires lessees to put most leases on their balance sheets while recognizing expenses on their income statements in a manner similar to current GAAP. The guidance also eliminates current real estate‑specific provisions for all entities. For lessors, the guidance modifies the classification criteria and the accounting for sales‑type and direct financing leases. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities . The update defers the initial effective date of ASU 2016-02 by one year for private companies and private not-for-profits. For these entities the effective date is for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted, and the modified retrospective method is to be applied. The Company is currently assessing the timing and impact of adopting the updated provisions. Income Taxes In December 2019, the FASB issued ASU No. 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019‑12”), which simplifies the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019‑12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022. Early adoption is permitted. The method of adoption varies for the provisions in the update. The Company is currently evaluating the effect the standard will have on its consolidated financial statements. Reference Rate Reform In March 2020, the FASB issued ASU No. 2020‑04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020‑04”), which provides entities with temporary optional financial reporting alternatives to ease the potential burden in accounting for reference rate reform and includes a provision that allows entities to account for a modified contract as a continuation of an existing contract. ASU 2020‑04 is effective upon issuance and can be applied through December 31, 2022. The Company is currently evaluating the effect the standard will have on its consolidated financial statements. Adoption of new accounting pronouncements Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In March 2018, the FASB issued ASU No. 2018‑15, Intangibles — Goodwill and Others — Internal‑Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018‑15”), which aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal‑use software under ASC Subtopic 350‑40, in order to determine which costs to capitalize and recognize as an asset. ASU 2018‑15 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company adopted the new standard in the first quarter of fiscal year 2020. The adoption of the standard did not have an impact on the Company’s consolidated financial statements (unaudited) as the Company does not have any of these arrangements. Improvements to Nonemployee Share‑Based Payment Accounting In June 2018, the FASB issued ASU No. 2018‑07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share‑Based Payment Accounting (“ASU 2018‑07”), with an intent to reduce cost and complexity and to improve financial reporting for share‑based payments issued to nonemployees. The amendments in ASU 2018‑07 provide for the simplification of the measurement of share‑based payment transactions for acquiring goods and services from nonemployees. Currently, the accounting requirements for nonemployee and employee share‑based payment transactions are significantly different. This standard expands the scope of ASC Topic 718 to include share‑based payments issued to nonemployees for goods or services, aligning the accounting for share‑based payments to nonemployees and employees. ASU 2018‑07 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those periods, and early adoption is permitted. The Company adopted the new standard in the first quarter of fiscal year 2020. The adoption did not have an impact on the Company’s consolidated financial statements (unaudited) as the Company does not have any nonemployee share‑based payment awards |
Basis of presentation and des_5
Basis of presentation and description of business (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Basis of presentation and description of business | ||
Schedule of revenue by geographic location | Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) Revenue: The Americas $ 54,631 $ 42,459 $ 149,806 $ 112,980 Europe, the Middle East, India, and Africa 11,754 9,313 32,483 25,972 Asia Pacific 4,019 2,796 10,736 8,054 $ 70,404 $ 54,568 $ 193,025 $ 147,006 | Years Ended December 31, ($000's) 2019 2018 Revenue: The Americas $ 156,259 $ 117,454 Europe, the Middle East, India, and Africa 36,235 20,536 Asia Pacific 11,533 8,572 $ 204,027 $ 146,562 |
Summary of significant accou_14
Summary of significant accounting policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of significant accounting policies | ||
Disaggregation Of Revenue | Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) SaaS subscription and support and maintenance $ 57,933 $ 41,916 $ 160,989 $ 112,872 On‑premise subscription 7,849 5,135 18,159 12,224 Recurring revenue 65,782 47,051 179,148 125,096 Perpetual licenses 1,017 2,283 3,811 7,381 Professional services 3,605 5,234 10,066 14,529 Non‑recurring revenue 4,622 7,517 13,877 21,910 Total revenue $ 70,404 $ 54,568 $ 193,025 $ 147,006 | Years Ended December 31, ($000's) 2019 2018 SaaS subscription and support and maintenance $ 159,111 $ 100,350 On‑premise subscription 16,078 12,690 Recurring revenue 175,189 113,040 Perpetual licenses 9,830 13,316 Professional services 19,008 20,206 Non‑recurring revenue 28,838 33,522 Total revenue $ 204,027 $ 146,562 |
Contract With Customer Asset And Liability | Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) Balance, beginning of the period $ 157,738 $ 117,919 $ 140,710 $ 100,662 Revenue earned (50,038) (39,261) (147,324) (116,145) Deferral of revenue 80,538 54,651 194,852 148,792 Balance, end of the period $ 188,238 $ 133,309 $ 188,238 $ 133,309 | Years Ended December 31, ($000's) 2019 2018 Balance, beginning of the period $ 100,662 $ 68,048 Revenue earned (86,220) (54,955) Deferral of revenue 126,268 87,569 Balance, end of the period $ 140,710 $ 100,662 |
Acquisitions (Tables)_2
Acquisitions (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
ZuluDesk B.V | ||
Business Acquisition [Line Items] | ||
Schedule of assets acquired and liabilities assumed at the date of acquisition | Assets acquired: Cash $ 3,325 Other current assets 1,306 Long‑term assets 154 Liabilities assumed: Accounts payable and accrued liabilities (419) Deferred revenue (3,050) Deferred tax liability (2,996) Intangible assets acquired 12,310 Goodwill 28,000 Total purchase consideration $ 38,630 | ($000's) Assets acquired: Cash $ 3,325 Other current assets 1,306 Long‑term assets 154 Liabilities assumed: Accounts payable and accrued liabilities (419) Deferred revenue (3,050) Deferred tax liability (2,996) Intangible assets acquired 12,310 Goodwill 28,000 Total purchase consideration $ 38,630 |
Digita Security LLC | ||
Business Acquisition [Line Items] | ||
Schedule of assets acquired and liabilities assumed at the date of acquisition | Assets acquired: Cash $ 512 Other current assets 1 Long‑term assets 12 Liabilities assumed: Accounts payable and accrued liabilities (119) Intangible assets acquired 3,300 Goodwill 10,673 Total purchase consideration $ 14,379 | ($000's) Assets acquired: Cash $ 512 Other current assets 1 Long‑term assets 12 Liabilities assumed: Accounts payable and accrued liabilities (119) Intangible assets acquired 3,300 Goodwill 10,673 Total purchase consideration $ 14,379 |
Goodwill and other intangible_6
Goodwill and other intangible assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill and other intangible assets | ||
Schedule of changes in carrying amount of goodwill | Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) Goodwill, beginning of period $ 539,818 $ 529,145 $ 539,818 $ 501,145 Goodwill acquired — 10,673 — 38,673 Goodwill, end of period $ 539,818 $ 539,818 $ 539,818 $ 539,818 | Years Ended December 31, ($000's) 2019 2018 Goodwill, beginning of period $ 501,145 $ 499,892 Goodwill acquired 38,673 1,253 Goodwill, end of period $ 539,818 $ 501,145 |
Schedule of gross carrying amount and accumulated amortization of intangible assets other than goodwill | Weighted‑ Average Accumulated Net Carrying Remaining Useful Life Gross Value Amortization Value Useful Life (in thousands) Trademarks 1‑8 years $ 34,320 $ 9,167 $ 25,153 5.8 years Customer relationships 2‑12 years 214,320 37,564 176,756 9.7 years Developed technology 5 years 53,560 20,419 33,141 3.2 years Non‑competes 2 years 90 41 49 1.1 years Balance, December 31, 2019 $ 302,290 $ 67,191 $ 235,099 Trademarks 8 years $ 34,320 $ 12,383 $ 21,937 5.1 years Customer relationships 2‑12 years 214,320 51,259 163,061 9.0 years Developed technology 5 years 53,560 28,453 25,107 2.4 years Non‑competes 2 years 90 75 15 0.3 years Balance, September 30, 2020 $ 302,290 $ 92,170 $ 210,120 | Weighted‑ Average Accumulated Net Carrying Remaining ($000's) Useful Life Gross Value Amortization Value Useful Life Trademarks 8 years $ 34,300 $ 4,859 $ 29,441 Customer relationships 2 - 12 years 206,420 19,497 186,923 Developed technology 5 years 45,960 10,153 35,807 Balance, December 31, 2018 $ 286,680 $ 34,509 $ 252,171 Trademarks 1 - 8 years 34,320 9,167 25,153 5.8 Years Customer relationships 2 - 12 years 214,320 37,564 176,756 9.7 Years Developed technology 5 years 53,560 20,419 33,141 3.2 Years Non‑competes 2 years 90 41 49 1.1 Years Balance, December 31, 2019 $ 302,290 $ 67,191 $ 235,099 |
Net Loss per Share (Tables)_2
Net Loss per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Net Loss per Share | ||
Schedule of computation of basic and diluted net loss per share | Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands, except share and per share amounts) Numerator: Net loss $ (5,093) $ (4,670) $ (13,806) $ (21,351) Denominator: Weighted‑average shares used to compute net loss per share, basic and diluted 113,203,074 102,791,023 106,333,836 102,727,198 Basic and diluted net loss per share $ (0.04) $ (0.05) $ (0.13) $ (0.21) | Years Ended December 31, 2019 2018 Numerator: Net loss $ (32,600) $ (36,256) Denominator: Weighted-average shares outstanding 102,752,092 102,325,465 Weighted‑average shares used to compute net loss per share, basic and diluted 102,752,092 102,325,465 Basic and diluted net loss per share $ (0.32) $ (0.35) |
Schedule of potentially dilutive securities excluded from the computation of diluted weighted-average shares outstanding | Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Stock options outstanding 7,727,158 5,913,820 7,727,158 5,913,820 Unvested restricted stock units 1,291,056 25,520 1,291,056 25,520 Total potentially dilutive securities 9,018,214 5,939,340 9,018,214 5,939,340 | Years Ended December 31, 2019 2018 Stock options outstanding 7,760,950 6,445,898 Unvested restricted stock units 36,520 25,520 Total potential dilutive securities 7,797,470 6,471,418 |
Share-based compensation (Tab_2
Share-based compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Summary of restricted stock units stock option activity | Per Unit Units Fair Value Outstanding, December 31, 2019 36,520 $ 12.60 Granted 1,262,308 26.00 Restrictions lapsed — — Forfeited (7,772) 26.00 Outstanding, September 30, 2020 1,291,056 $ 25.62 | Per Unit Units Fair Value Outstanding, January 1, 2018 26,840 $ 5.49 Granted 25,520 5.87 Restrictions lapsed (26,840) 5.49 Forfeited — — Outstanding, December 31, 2018 25,520 5.87 Granted 36,520 12.60 Restrictions lapsed (25,520) 5.87 Forfeited — — Outstanding, December 31, 2019 36,520 12.60 |
Service-based options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Summary of stock-option activity | Weighted‑ Weighted‑ Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Options Price Term (Years) (in thousands) Outstanding, December 31, 2019 4,073,286 $ 5.65 8.1 $ 37,520 Granted — — Exercised (33,792) 5.49 498 Forfeitures — — Outstanding, September 30, 2020 4,039,494 $ 5.65 7.3 $ 129,098 Options exercisable at September 30, 2020 2,400,693 $ 5.50 7.2 $ 77,080 Vested or expected to vest at September 30, 2020 4,039,494 $ 5.65 7.3 $ 129,098 | Weighted‑ Weighted‑ Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Options Price Term (Years) (in thousands) Outstanding, January 1, 2018 4,122,070 $ 5.49 — $ — Granted 535,957 5.62 — Exercised (322,851) 5.49 123 Forfeitures (89,467) 5.49 — Outstanding, December 31, 2018 4,245,709 — Granted 212,668 8.21 — Exercised (168,391) 5.49 256 Forfeitures (216,700) 5.49 — Outstanding, December 31, 2019 4,073,286 $ 5.65 8.1 $ 37,520 Options exercisable at December 31, 2019 1,640,037 $ 5.50 8.0 $ 15,350 Vested or expected to vest at December 31, 2019 4,073,286 $ 5.65 8.1 $ 37,520 |
Schedule of stock based compensation | Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 (in thousands) Cost of revenue: Subscription $ 314 $ 38 $ 390 $ 156 Services 62 — 62 — Sales and marketing 675 112 897 348 Research and development 523 99 821 284 General and administrative 754 349 1,733 1,028 $ 2,328 $ 598 $ 3,903 $ 1,816 | Years Ended December 31, ($000's) 2019 2018 Cost of revenues: Subscription $ 194 $ 225 Services — — Sales and marketing 460 529 Research and development 394 239 General and administrative 1,413 1,322 $ 2,461 $ 2,315 |
Performance-based options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Summary of stock-option activity | Weighted‑ Weighted‑ Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Options Price Term (Years) (in thousands) Outstanding, December 31, 2019 3,687,664 $ 6.75 8.8 $ 29,908 Granted — — Exercised — — — Forfeitures — — Outstanding, September 30, 2020 3,687,664 $ 6.75 8.0 $ 113,786 Options exercisable at September 30, 2020 — $ — — $ — Vested or expected to vest at September 30, 2020 — $ — — $ — | Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Options Price Term (Years) (in thousands) Outstanding, January 1, 2018 2,105,772 $ 5.49 $ — Granted 183,884 5.54 — Exercised — — — Forfeitures (89,467) 5.49 — Outstanding, December 31, 2018 2,200,189 5.49 8.9 — Granted 1,653,209 8.29 — Exercised — — — Forfeitures (165,734) 5.49 — Outstanding, December 31, 2019 3,687,664 $ 6.75 8.8 $ 29,908 Options exercisable at December 31, 2019 — $ — — $ — Vested or expected to vest at December 31, 2019 — $ — — $ — |
Basis of presentation and des_6
Basis of presentation and description of business - IPO (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 24, 2020 | Nov. 13, 2017 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Acquisitions | |||||||
Issuance of common stock (shares) | 13,500,000 | ||||||
Share Price | $ 26 | ||||||
Proceeds from initial public offering, net of underwriting discounts and commissions | $ 326,316 | ||||||
Issuance of common stock | $ 319,000 | $ 923 | $ 1,770 | ||||
Underwriting discount and commissions | 24,700 | ||||||
Offering costs | $ 7,300 | $ 6,601 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 132,000,000 | 132,000,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 0 | |||
Proceeds from private placement | $ 2,200 | $ 2,233 | |||||
Repayment of debt | 205,000 | 205,000 | $ 4,750 | $ 10,000 | |||
Accrued interest paid | 3,400 | ||||||
Prepayment penalty | 2,000 | ||||||
Write-off of debt issuance cost | 3,200 | ||||||
Loss on debt extinguishment | $ 5,200 | $ 5,213 | $ 5,213 | ||||
Vista Equity Partners [Member] | |||||||
Acquisitions | |||||||
Aggregate purchase price | $ 733,800 | ||||||
Ownership, as a percent | 72.90% | 72.90% | |||||
IPO [Member] | |||||||
Acquisitions | |||||||
Issuance of common stock | $ 318,993 | $ 318,993 | |||||
Private Placement [Member] | |||||||
Acquisitions | |||||||
Issuance of common stock (shares) | 85,880 | ||||||
Issuance of common stock | $ 2,233 | $ 2,233 |
Basis of presentation and des_7
Basis of presentation and description of business (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | ||||||
Number of operating segment | segment | 1 | 1 | ||||
Number of reportable segment | segment | 1 | 1 | ||||
Revenue | $ 70,404 | $ 54,568 | $ 193,025 | $ 147,006 | $ 204,027 | $ 146,562 |
The Americas | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 54,631 | 42,459 | 149,806 | 112,980 | 156,259 | 117,454 |
Europe, Middle East, India, and Africa | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 11,754 | 9,313 | 32,483 | 25,972 | 36,235 | 20,536 |
Asia Pacific | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 4,019 | $ 2,796 | $ 10,736 | $ 8,054 | $ 11,533 | $ 8,572 |
Summary of significant accou_15
Summary of significant accounting policies - Stock split and Deferred offering costs (Details) $ in Thousands | Jul. 24, 2020USD ($) | Jul. 10, 2020 | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Summary of significant accounting policies | ||||||
Stock split ratio | 110 | |||||
Deferred offering costs | $ 7,300 | $ 0 | $ 0 | $ 2,300 | $ 0 | |
Offering costs | $ 7,300 | 6,601 | ||||
Deferred offering costs incurred | $ 1,500 | $ 5,000 |
Summary of significant accou_16
Summary of significant accounting policies - Share-based compensation (Details) - USD ($) $ in Millions | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Threshold cash return on investment upon termination event to determine vesting of performance shares | $ 1,515 | |||
Fair value after plan modification | $ 33 | |||
Service-based options | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Award expiration period | 10 years | 10 years | ||
Options granted | 0 | 212,668 | 535,957 | |
Performance-based options | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Award expiration period | 10 years | 10 years | ||
Options granted | 1,653,209 | 183,884 | ||
Threshold cash return on investment upon termination event to determine vesting of performance shares | $ 1,515 | $ 1,515 |
Summary of significant accou_17
Summary of significant accounting policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 70,404 | $ 54,568 | $ 193,025 | $ 147,006 | $ 204,027 | $ 146,562 |
Recurring Revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 65,782 | 47,051 | 179,148 | 125,096 | 175,189 | 113,040 |
Non-recurring Revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 4,622 | 7,517 | 13,877 | 21,910 | 28,838 | 33,522 |
Subscription | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 57,933 | 41,916 | 160,989 | 112,872 | 159,111 | 100,350 |
Subscription | Recurring Revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 57,933 | 41,916 | 160,989 | 112,872 | 159,111 | 100,350 |
Services/Professional Services | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 3,605 | 5,234 | 10,066 | 14,529 | 19,008 | 20,206 |
Services/Professional Services | Non-recurring Revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 3,605 | 5,234 | 10,066 | 14,529 | 19,008 | 20,206 |
License | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 8,866 | 7,418 | 21,970 | 19,605 | 25,908 | 26,006 |
License | Recurring Revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 7,849 | 5,135 | 18,159 | 12,224 | 16,078 | 12,690 |
License | Non-recurring Revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 1,017 | $ 2,283 | $ 3,811 | $ 7,381 | $ 9,830 | $ 13,316 |
Summary of significant accou_18
Summary of significant accounting policies - Contract Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Change in Contract with Customer, Liability [Abstract] | ||||||
Balance, beginning of the period | $ 157,738 | $ 117,919 | $ 140,710 | $ 100,662 | $ 100,662 | $ 68,048 |
Revenue earned | (50,038) | (39,261) | (147,324) | (116,145) | ||
Deferral of revenue | 80,538 | 54,651 | 194,852 | 148,792 | 126,268 | 87,569 |
Balance, end of the period | $ 188,238 | $ 133,309 | $ 188,238 | $ 133,309 | $ 140,710 | $ 100,662 |
Summary of significant accou_19
Summary of significant accounting policies - Deferred Contract Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of significant accounting policies | ||||||
Total amortization of contract costs | $ 2.5 | $ 1.7 | $ 6.7 | $ 4.5 | $ 6.2 | $ 3.4 |
Impairment losses | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Summary of significant accou_20
Summary of significant accounting policies - Concentration of risk (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020USD ($)item | Sep. 30, 2019item | Sep. 30, 2020USD ($)item | Sep. 30, 2019item | Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($)item | |
Concentration Risk [Line Items] | ||||||
Number of significant distributors | item | 1 | 1 | ||||
Trade accounts receivable, net | $ | $ 64,151 | $ 64,151 | $ 46,513 | $ 30,854 | ||
Revenue from Contract with Customer Benchmark [Member] | Credit Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Number of significant distributors | item | 2 | 1 | 2 | 1 | ||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Trade accounts receivable, net | $ | $ 15,200 | $ 15,200 | $ 6,000 | $ 7,800 |
Financial instruments fair va_4
Financial instruments fair value (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of debt | $ 0 | ||
Fair Value | Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of debt | $ 203.1 | $ 173.4 | |
Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of debt | $ 205 | $ 175 |
Acquisitions - ZuluDesk B.V. _2
Acquisitions - ZuluDesk B.V. (Details) - USD ($) $ in Thousands | Feb. 01, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 30, 2020 | Jul. 26, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jan. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 13, 2017 |
Liabilities assumed: | ||||||||||||
Goodwill | $ 539,818 | $ 539,818 | $ 539,818 | $ 539,818 | $ 539,818 | $ 529,145 | $ 501,145 | $ 499,892 | ||||
Term Loan [Member] | ||||||||||||
Acquisitions | ||||||||||||
Debt, Principle amount | $ 205,000 | $ 205,000 | $ 175,000 | |||||||||
ZuluDesk B.V | ||||||||||||
Acquisitions | ||||||||||||
Aggregate purchase price | $ 38,600 | |||||||||||
Weighted-average economic life of intangible assets acquired | 7 years | |||||||||||
Acquisition-related expenses | 900 | 900 | ||||||||||
Revenues | 1,400 | 2,900 | 4,500 | |||||||||
Net income (loss) | $ (500) | $ (300) | ||||||||||
Debt issuances costs capitalized | $ 500 | |||||||||||
Assets acquired: | ||||||||||||
Cash | 3,325 | |||||||||||
Other current assets | 1,306 | |||||||||||
Long-term assets | 154 | |||||||||||
Liabilities assumed: | ||||||||||||
Accounts payable and accrued liabilities | (419) | |||||||||||
Deferred revenue | (3,050) | |||||||||||
Deferred tax liability | (2,996) | |||||||||||
Intangible assets acquired | 12,310 | |||||||||||
Goodwill | 28,000 | |||||||||||
Total purchase consideration | $ 38,630 | |||||||||||
ZuluDesk B.V | Maximum | ||||||||||||
Acquisitions | ||||||||||||
Net income (loss) | $ 100 |
Acquisitions - Digita Securit_2
Acquisitions - Digita Security LLC (Details) - USD ($) $ in Thousands | Jul. 26, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2017 |
Acquisitions | |||||||||
Increase (decrease) in fair value of contingent consideration | $ (3,100) | $ 200 | |||||||
Liabilities assumed: | |||||||||
Goodwill | $ 539,818 | $ 539,818 | $ 539,818 | $ 501,145 | $ 539,818 | $ 539,818 | $ 529,145 | $ 499,892 | |
Maximum | |||||||||
Acquisitions | |||||||||
Useful life of intangible assets | 12 years | ||||||||
Developed technology | |||||||||
Acquisitions | |||||||||
Useful life of intangible assets | 5 years | 5 years | 5 years | ||||||
Digita Security LLC | |||||||||
Acquisitions | |||||||||
Aggregate purchase price | $ 14,400 | ||||||||
Contingent purchase consideration | 9,000 | $ 9,200 | |||||||
Acquisition-related expenses | 500 | ||||||||
Goodwill deductible for income tax purposes | 1,700 | 1,700 | |||||||
Maximum contingent consideration | 15,000 | ||||||||
Contingent consideration recognized | 6,100 | $ 6,100 | 9,200 | ||||||
Compensation expense | 900 | 4,100 | |||||||
Assets acquired: | |||||||||
Cash | 512 | ||||||||
Other current assets | 1 | ||||||||
Long-term assets | 12 | ||||||||
Liabilities assumed: | |||||||||
Accounts payable and accrued liabilities | (119) | ||||||||
Intangible assets acquired | 3,300 | ||||||||
Goodwill | 10,673 | ||||||||
Total purchase consideration | $ 14,379 | ||||||||
Digita Security LLC | Maximum | |||||||||
Acquisitions | |||||||||
Compensation expense | 5,000 | 5,000 | |||||||
Digita Security LLC | Developed technology | |||||||||
Acquisitions | |||||||||
Useful life of intangible assets | 5 years | ||||||||
Digita Security LLC | General and administrative | |||||||||
Acquisitions | |||||||||
Increase (decrease) in fair value of contingent consideration | $ 600 | $ (3,100) | $ (200) |
Goodwill and other intangible_7
Goodwill and other intangible assets - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | $ 529,145 | $ 501,145 | $ 501,145 | $ 499,892 |
Goodwill acquired | 10,673 | 38,673 | 38,673 | 1,253 |
Goodwill, Ending Balance | $ 539,818 | $ 539,818 | $ 539,818 | $ 501,145 |
Goodwill and other intangible_8
Goodwill and other intangible assets - Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Value | $ 302,290 | $ 302,290 | $ 302,290 | $ 286,680 | ||
Accumulated Amortization | 92,170 | 92,170 | 67,191 | 34,509 | ||
Net Carrying Value | 210,120 | 210,120 | 235,099 | 252,171 | ||
Amortization expense | 8,300 | 25,000 | $ 24,500 | 32,700 | 30,500 | |
Impairment of goodwill | 0 | $ 0 | 0 | 0 | 0 | 0 |
Impairment of Intangible Assets | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 |
Trademarks | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 8 years | |||||
Gross Value | 34,320 | $ 34,320 | 34,320 | 34,300 | ||
Accumulated Amortization | 12,383 | 12,383 | 9,167 | 4,859 | ||
Net Carrying Value | 21,937 | $ 21,937 | $ 25,153 | 29,441 | ||
Weighted-Average Remaining Useful Life | 5 years 1 month 6 days | 5 years 9 months 18 days | ||||
Customer relationships | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Value | 214,320 | $ 214,320 | $ 214,320 | 206,420 | ||
Accumulated Amortization | 51,259 | 51,259 | 37,564 | 19,497 | ||
Net Carrying Value | 163,061 | $ 163,061 | $ 176,756 | $ 186,923 | ||
Weighted-Average Remaining Useful Life | 9 years | 9 years 8 months 12 days | ||||
Developed technology | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 5 years | 5 years | 5 years | |||
Gross Value | 53,560 | $ 53,560 | $ 53,560 | $ 45,960 | ||
Accumulated Amortization | 28,453 | 28,453 | 20,419 | 10,153 | ||
Net Carrying Value | 25,107 | $ 25,107 | $ 33,141 | $ 35,807 | ||
Weighted-Average Remaining Useful Life | 2 years 4 months 24 days | 3 years 2 months 12 days | ||||
Non-competes | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 2 years | 2 years | ||||
Gross Value | 90 | $ 90 | $ 90 | |||
Accumulated Amortization | 75 | 75 | 41 | |||
Net Carrying Value | $ 15 | $ 15 | $ 49 | |||
Weighted-Average Remaining Useful Life | 3 months 18 days | 1 year 1 month 6 days | ||||
Maximum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 12 years | |||||
Maximum | Trademarks | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 8 years | |||||
Maximum | Customer relationships | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 12 years | 12 years | 12 years | |||
Minimum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 1 year | |||||
Minimum | Trademarks | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 1 year | |||||
Minimum | Customer relationships | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 2 years | 2 years | 2 years |
Debt (Details)_2
Debt (Details) - USD ($) $ in Thousands | Jul. 27, 2020 | Jun. 30, 2020 | Apr. 13, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jul. 26, 2020 | Jan. 30, 2019 | Dec. 31, 2018 | Nov. 13, 2017 |
Debt Instrument [Line Items] | |||||||||||
Debt issuance costs | $ 1,264 | $ 1,550 | $ 1,550 | ||||||||
Debt issuance costs in other assets | $ 1,200 | 1,200 | |||||||||
Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Commitment fee, as a percent | 0.20% | ||||||||||
Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Commitment fee, as a percent | 0.35% | ||||||||||
Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable rate, as a percent | 5.50% | 7.00% | |||||||||
Base Rate [Member] | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable rate, as a percent | 0.25% | ||||||||||
Base Rate [Member] | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable rate, as a percent | 1.00% | ||||||||||
Fed Funds Effective Rate Overnight Index Swap Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest margin, as a percent | 0.50% | 0.50% | |||||||||
London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest margin, as a percent | 1.00% | 1.00% | |||||||||
London Interbank Offered Rate (LIBOR) [Member] | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable rate, as a percent | 1.25% | ||||||||||
London Interbank Offered Rate (LIBOR) [Member] | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable rate, as a percent | 2.00% | ||||||||||
Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 205,000 | $ 205,000 | $ 175,000 | ||||||||
Minimum increment in term loan facility | $ 5,000 | ||||||||||
Debt issuance costs in other assets | 3,700 | $ 3,300 | |||||||||
Revolving Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 150,000 | 15,000 | $ 15,000 | $ 15,000 | |||||||
Debt issuance costs | 1,300 | ||||||||||
Debt issuance costs in other assets | $ 200 | $ 200 | |||||||||
Commitment fee, as a percent | 0.50% | ||||||||||
Letter of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 25,000 | ||||||||||
Borrowings | $ 1,000 | $ 1,000 | |||||||||
Commitment fee, as a percent | 2.95% | ||||||||||
Foreign Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 50,000 | ||||||||||
Applicable rate, as a percent | 6.50% | 8.00% |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||||||
Total rent expense | $ 1,300 | $ 1,000 | $ 4,000 | $ 3,000 | $ 4,800 | $ 3,400 |
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||||||
2020 | 2,100 | 2,100 | ||||
2021 | 9,300 | 9,300 | 9,791 | |||
2022 | 12,000 | 12,000 | 4,193 | |||
2023 | 3,200 | 3,200 | 4,542 | |||
Contractual obligation for hosting services | 18,869 | |||||
Minority Owner Of Property Under Operating Lease [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total rent expense | $ 300 | $ 300 | $ 800 | $ 700 | $ 1,300 | $ 900 |
Net Loss per Share (Details)_2
Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||||||
Net loss | $ (5,093) | $ (4,670) | $ (13,806) | $ (21,351) | $ (32,600) | $ (36,256) |
Weighted-average shares outstanding | ||||||
Weighted-average shares used to compute net loss per share, basic and diluted | 113,203,074 | 102,791,023 | 106,333,836 | 102,727,198 | 102,752,092 | 102,325,465 |
Basic and diluted net loss per share | $ (0.04) | $ (0.05) | $ (0.13) | $ (0.21) | $ (0.32) | $ (0.35) |
Net Loss per Share - Antidilu_2
Net Loss per Share - Antidilutive securities (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total potential dilutive securities | 9,018,214 | 5,939,340 | 9,018,214 | 5,939,340 | 7,797,470 | 6,471,418 |
Stock options outstanding | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total potential dilutive securities | 7,727,158 | 5,913,820 | 7,727,158 | 5,913,820 | 7,760,950 | 6,445,898 |
Restricted stock units | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total potential dilutive securities | 1,291,056 | 25,520 | 1,291,056 | 25,520 | 36,520 | 25,520 |
Long-term incentive plan (Det_2
Long-term incentive plan (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Long-term incentive plan | |||
Threshold cash return on investment upon termination event to determine vesting of performance shares | $ 1,515 | ||
Amount agreed to pay employees upon achievement of the plan conditions | $ 7 | $ 5.9 | |
Recognized compensation expense | $ 0 | $ 0 | $ 0 |
Share-based compensation (Det_2
Share-based compensation (Details) - shares | 9 Months Ended | |||
Sep. 30, 2020 | Jul. 21, 2020 | Dec. 31, 2019 | Nov. 13, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate number of shares of common stock to be issued | 8,470,000 | |||
Common stock reserved for additional grants under the Plan | 128,928 | |||
Omnibus Incentive Plan 2020 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate number of shares of common stock to be issued | 14,800,000 | |||
Common stock reserved for additional grants under the Plan | 13,545,464 | |||
Stock Option Plan 2017 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate number of shares of common stock to be issued | 8,470,000 | |||
Common stock reserved for additional grants under the Plan | 128,928 | |||
Options granted | 0 |
Share-based compensation - Re_2
Share-based compensation - Return target options activity (Details) - Performance-based options - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Options (in shares) | |||
Outstanding Beginning Balance | 3,687,664 | 2,200,189 | 2,105,772 |
Granted | 1,653,209 | 183,884 | |
Outstanding Ending Balance | 3,687,664 | 3,687,664 | 2,200,189 |
Weighted Average Exercise Price | |||
Outstanding Beginning Balance | $ 6.75 | $ 5.49 | $ 5.49 |
Outstanding Ending Balance | $ 6.75 | $ 6.75 | $ 5.49 |
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value | |||
Remaining term, options outstanding | 8 years | 8 years 9 months 18 days | 8 years 10 months 24 days |
Aggregate intrinsic value, options outstanding, beginning | $ 29,908 | ||
Aggregate intrinsic value, options outstanding, ending | 113,786 | $ 29,908 | |
Unrecognized compensation expense | |||
Unrecognized compensation expense | $ 33,000 | $ 13,800 |
Share-based compensation - Re_3
Share-based compensation - Restricted stock units (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 21, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Restricted stock (in units) | ||||
Outstanding, beginning balance | 36,520 | 25,520 | 26,840 | |
Granted | 36,520 | 25,520 | ||
Outstanding, ending balance | 36,520 | 25,520 | ||
Fair Value (Per unit) | ||||
Fair value, units outstanding, beginning | $ 12.60 | $ 5.87 | $ 5.49 | |
Fair value, units granted | 12.60 | 5.87 | ||
Fair value, units outstanding, ending | $ 12.60 | $ 5.87 | ||
Unrecognized compensation expense, RSUs | $ 31.1 | |||
Restricted stock units | ||||
Restricted stock (in units) | ||||
Outstanding, beginning balance | 36,520 | |||
Granted | 1,262,308 | |||
Forfeited | (7,772) | |||
Outstanding, ending balance | 1,291,056 | 36,520 | ||
Fair Value (Per unit) | ||||
Fair value, units outstanding, beginning | $ 12.60 | |||
Fair value, units granted | 26 | |||
Fair value, units forfeited | 26 | |||
Fair value, units outstanding, ending | $ 25.62 | $ 12.60 | ||
Vesting period | 1 year | |||
Percentage of RSUs that vest | 100.00% | |||
Unrecognized compensation expense, RSUs | $ 0.4 | |||
Weighted average period over which unrecognized compensation expense would be recognized | 3 years 9 months 18 days | |||
Omnibus Incentive Plan 2020 Plan [Member] | ||||
Restricted stock (in units) | ||||
Granted | 1,256,538 | |||
Omnibus Incentive Plan 2020 Plan [Member] | Restricted stock units | ||||
Fair Value (Per unit) | ||||
Vesting period | 4 years | |||
Stock Option Plan 2017 Plan [Member] | Restricted stock units | ||||
Fair Value (Per unit) | ||||
Percentage of RSUs that vest | 100.00% |
Share-based compensation - Se_2
Share-based compensation - Service based options activity (Details) - Service-based options - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Options (in shares) | |||
Outstanding Beginning Balance | 4,073,286 | 4,245,709 | 4,122,070 |
Granted | 0 | 212,668 | 535,957 |
Exercised | (33,792) | (168,391) | (322,851) |
Outstanding Ending Balance | 4,039,494 | 4,073,286 | 4,245,709 |
Exercisable | 2,400,693 | 1,640,037 | |
Vested or expected to vest | 4,039,494 | 4,073,286 | |
Weighted Average Exercise Price | |||
Outstanding Beginning Balance | $ 5.65 | $ 5.51 | $ 5.49 |
Exercised | 5.49 | 5.49 | 5.49 |
Outstanding Ending Balance | 5.65 | 5.65 | $ 5.51 |
Exercisable | 5.50 | 5.50 | |
Vested or expected to vest | $ 5.65 | $ 5.65 | |
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value | |||
Remaining term, options outstanding | 7 years 3 months 18 days | 8 years 1 month 6 days | 8 years 10 months 24 days |
Remaining term, options exercisable | 7 years 2 months 12 days | 8 years | |
Remaining term, options vested or expected to vest | 7 years 3 months 18 days | 8 years 1 month 6 days | |
Aggregate intrinsic value, options outstanding, beginning | $ 37,520 | ||
Aggregate intrinsic value, options exercised | 498 | $ 256 | $ 123 |
Aggregate intrinsic value, options outstanding, ending | 129,098 | 37,520 | |
Aggregate intrinsic value, options exercisable | 77,080 | 15,350 | |
Aggregate intrinsic value, options vested or expected to vest | 129,098 | 37,520 | |
Total fair value, options vested in period | $ 1,100 | $ 2,400 | $ 2,000 |
Share-based compensation - Sh_2
Share-based compensation - Share-based compensation expense (Details) - Service-based options - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 2,328 | $ 598 | $ 3,903 | $ 1,816 | $ 2,461 | $ 2,315 |
Unrecognized compensation expense | 4,000 | $ 4,000 | $ 6,000 | |||
Weighted average period over which unrecognized compensation expense would be recognized | 1 year 10 months 24 days | 2 years 6 months | ||||
Cost of revenues | Services/Professional Services | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | 62 | $ 62 | ||||
Cost of revenues | Subscription | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | 314 | 38 | 390 | 156 | $ 194 | 225 |
Sales and marketing | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | 675 | 112 | 897 | 348 | 460 | 529 |
Research and development | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | 523 | 99 | 821 | 284 | 394 | 239 |
General and administrative | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 754 | $ 349 | $ 1,733 | $ 1,028 | $ 1,413 | $ 1,322 |
Income taxes (Details)_2
Income taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income taxes | ||||||
Effective income tax rate (as a percent) | 26.70% | 23.10% | 27.00% | 23.60% | 23.70% | 25.10% |
Income tax benefit from loss on extinguishment of debt | $ 1.4 | |||||
Effect of net operating loss carryback charges related to CARES Act | $ 1.6 | |||||
Accrued liability, CARES Act | $ 2.7 | $ 2.7 |
Related party transactions (D_2
Related party transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 27, 2020 | Jul. 26, 2020 | Jan. 30, 2019 | Nov. 13, 2017 | |
Term Loan [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt, Principle amount | $ 205 | $ 205 | $ 175 | |||||||
Maximum borrowing capacity | $ 205 | $ 205 | 175 | |||||||
Revolving Credit Facility [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Maximum borrowing capacity | 15 | $ 150 | $ 15 | $ 15 | ||||||
Amount of debt drawn | 0 | |||||||||
JAMF Nation Global Foundation [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Amount of pledges to JAMF Nation Global Foundation | $ 0 | $ 0.1 | $ 0 | $ 0.2 | 1.1 | $ 0.3 | ||||
Accrued expenses to JAMF Nation Global Foundation | 0.4 | 0.4 | 1 | 0.4 | ||||||
Vista [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses incurred for related party transactions | 0.3 | 0.3 | 0.9 | 1 | 1.4 | |||||
Accounts payable to related parties | 0 | 0.2 | ||||||||
Vista [Member] | Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses incurred for related party transactions | 0.1 | |||||||||
Accounts payable to related parties | 0.1 | 0.1 | ||||||||
Vista Affiliates [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses incurred for related party transactions | 0.2 | 0.1 | 0.5 | 0.4 | 0.7 | 0.6 | ||||
Accounts payable to related parties | 0 | 0 | ||||||||
Revenue from arrangement with related party | 0.2 | 0.2 | 0.8 | 0.6 | 0.7 | 0.4 | ||||
Accounts receivable from related party | 0.1 | 0.1 | 0 | 0.1 | ||||||
Vista Affiliates [Member] | Term Loan [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt outstanding | 34.9 | 36.4 | ||||||||
Interest paid on term loan | 0.5 | $ 0.8 | 2.1 | $ 2.8 | 3.4 | 3.7 | ||||
Vista Affiliates [Member] | Revolving Credit Facility [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt outstanding | $ 0 | $ 0 | ||||||||
Vista Affiliates [Member] | Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accounts payable to related parties | $ 0.1 | $ 0.1 |