Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39399 | |
Entity Registrant Name | JAMF HOLDING CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-3031543 | |
Entity Address, Address Line One | 100 Washington Ave S | |
Entity Address, Address Line Two | Suite 1100 | |
Entity Address, City or Town | Minneapolis | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55401 | |
City Area Code | 612 | |
Local Phone Number | 605-6625 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | JAMF | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 119,045,075 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001721947 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 227,148 | $ 194,868 | |
Trade accounts receivable, net of allowances of $460 and $530 at September 30, 2021 and December 31, 2020, respectively | 69,486 | 69,056 | |
Income taxes receivable | 652 | 632 | |
Deferred contract costs | 11,673 | 8,284 | |
Prepaid expenses | 18,677 | 13,283 | |
Other current assets | 3,592 | 1,113 | |
Total current assets | 331,228 | 287,236 | |
Equipment and leasehold improvements, net | 17,529 | 15,130 | |
Goodwill | 846,057 | 541,480 | |
Other intangible assets, net | 276,750 | 202,878 | |
Deferred contract costs, non-current | 27,830 | 22,202 | |
Other assets | 30,685 | 5,359 | |
Total assets | 1,530,079 | 1,074,285 | |
Current liabilities: | |||
Accounts payable | 12,717 | 6,967 | |
Accrued liabilities | 98,598 | 31,916 | |
Income taxes payable | 730 | 713 | |
Deferred revenues | 211,029 | 160,002 | |
Total current liabilities | 323,074 | 199,598 | |
Deferred revenues, non-current | 59,338 | 45,507 | |
Deferred tax liability, net | 11,455 | 5,087 | |
Convertible senior notes, net | 361,474 | 0 | |
Other liabilities | 27,969 | 13,079 | |
Total liabilities | 783,310 | 263,271 | |
Commitments and contingencies (Note 8) | |||
Stockholders’ equity: | |||
Preferred stock, $0.001 par value, 50,000,000 shares authorized at September 30, 2021 and December 31, 2020; no shares issued and outstanding at September 30, 2021 and December 31, 2020 | 0 | 0 | |
Common stock, $0.001 par value, 500,000,000 shares authorized at September 30, 2021 and December 31, 2020; 119,027,104 and 116,992,472 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 119 | 117 | |
Additional paid‑in capital | 898,428 | 903,116 | |
Accumulated other comprehensive loss | (8,120) | 0 | |
Accumulated deficit | (143,658) | (92,219) | |
Total stockholders’ equity | [1] | 746,769 | 811,014 |
Total liabilities and stockholders’ equity | $ 1,530,079 | $ 1,074,285 | |
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Allowance | $ 460 | $ 530 |
Stockholders’ equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock issued (in shares) | 119,027,104 | 116,992,472 |
Common stock outstanding (in shares) | 119,027,104 | 116,992,472 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | [1] | Sep. 30, 2021 | Sep. 30, 2020 | ||||
Revenue: | ||||||||
Total revenue | $ 95,621 | $ 70,548 | $ 262,586 | $ 192,865 | [1] | |||
Cost of revenue: | ||||||||
Amortization expense | 5,198 | 2,679 | 10,835 | 8,034 | [1] | |||
Total cost of revenue | 26,470 | 15,158 | 63,068 | 43,801 | [1] | |||
Gross profit | 69,151 | 55,390 | 199,518 | 149,064 | [1] | |||
Operating expenses: | ||||||||
Sales and marketing | 40,856 | 23,773 | 103,640 | 67,558 | [1] | |||
Research and development | 25,608 | 12,757 | 58,437 | 37,344 | [1] | |||
General and administrative | 25,536 | 13,845 | 69,288 | 31,588 | [1] | |||
Amortization expense | 7,025 | 5,633 | 18,275 | 16,941 | [1] | |||
Total operating expenses | 99,025 | 56,008 | 249,640 | 153,431 | [1] | |||
Loss from operations | (29,874) | (618) | (50,122) | (4,367) | [1] | |||
Interest expense, net | (1,386) | (1,207) | (1,608) | (10,675) | [1] | |||
Loss on extinguishment of debt | (449) | (5,213) | (449) | (5,213) | [2] | |||
Foreign currency transaction loss | (269) | (154) | (795) | (471) | [1] | |||
Other income, net | 0 | 0 | 0 | 91 | [1] | |||
Loss before income tax benefit | (31,978) | (7,192) | (52,974) | (20,635) | [1] | |||
Income tax benefit | 1,595 | 1,804 | 1,535 | 4,917 | [1] | |||
Net loss | $ (30,383) | [1] | $ (5,388) | $ (51,439) | [1] | $ (15,718) | [2] | |
Net loss per share, basic (in dollars per share) | $ (0.26) | $ (0.05) | $ (0.44) | $ (0.15) | [1] | |||
Net loss per share, diluted (in dollars per share) | $ (0.26) | $ (0.05) | $ (0.44) | $ (0.15) | [1] | |||
Weighted-average shares used to compute net loss per share, basic (in shares) | 118,640,565 | 113,203,074 | 117,983,463 | 106,333,836 | [1] | |||
Weighted-average shares used to compute net loss per share, diluted (in shares) | 118,640,565 | 113,203,074 | 117,983,463 | 106,333,836 | [1] | |||
Subscription | ||||||||
Revenue: | ||||||||
Total revenue | $ 90,700 | $ 65,634 | $ 245,900 | $ 178,438 | [1] | |||
Cost of revenue: | ||||||||
Cost of revenue | 18,317 | 10,032 | 44,206 | 28,020 | [1] | |||
Services | ||||||||
Revenue: | ||||||||
Total revenue | 4,083 | 3,897 | 12,015 | 10,616 | [1] | |||
Cost of revenue: | ||||||||
Cost of revenue | 2,955 | 2,447 | 8,027 | 7,747 | [1] | |||
License | ||||||||
Revenue: | ||||||||
Total revenue | $ 838 | $ 1,017 | $ 4,671 | $ 3,811 | [1] | |||
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. | |||||||
[2] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||||||
Statement of Comprehensive Income [Abstract] | |||||||||
Net loss | $ (30,383) | [1] | $ (5,388) | [1] | $ (51,439) | [1] | $ (15,718) | [2] | |
Other comprehensive loss: | |||||||||
Foreign currency translation adjustments | [1] | (8,120) | 0 | (8,120) | 0 | ||||
Total other comprehensive loss | (8,120) | 0 | [1] | (8,120) | 0 | [1] | |||
Comprehensive loss | $ (38,503) | $ (5,388) | [1] | $ (59,559) | $ (15,718) | [1] | |||
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. | ||||||||
[2] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | IPO | [1] | Private placement | [1] | Common Stock | Common StockIPO | Common StockPrivate placement | Additional Paid‑In Capital | Additional Paid‑In CapitalIPO | Additional Paid‑In CapitalPrivate placement | Accumulated Other Comprehensive Loss | Accumulated Deficit | |||
Beginning balance (in shares) at Dec. 31, 2019 | 102,843,612 | |||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 500,722 | [1] | $ 103 | $ 568,756 | $ 0 | $ (68,137) | [1] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of common stock (shares) | 13,500,000 | 85,880 | ||||||||||||||
Issuance of common stock | $ 318,993 | $ 2,233 | $ 14 | $ 318,979 | $ 2,233 | |||||||||||
Exercise of stock options (in shares) | 33,792 | |||||||||||||||
Exercise of stock options | 185 | [1] | 185 | |||||||||||||
Share‑based compensation | 3,903 | [1] | 3,903 | |||||||||||||
Foreign currency translation adjustments | [1] | 0 | ||||||||||||||
Net loss | (15,718) | [2] | (15,718) | [1] | ||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 116,463,284 | |||||||||||||||
Ending balance at Sep. 30, 2020 | 810,318 | [1] | $ 117 | 894,056 | 0 | (83,855) | [1] | |||||||||
Beginning balance (in shares) at Jun. 30, 2020 | 102,862,404 | |||||||||||||||
Beginning balance at Jun. 30, 2020 | 492,070 | [1] | $ 103 | 570,434 | 0 | (78,467) | [1] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of common stock (shares) | 13,500,000 | 85,880 | ||||||||||||||
Issuance of common stock | $ 318,993 | $ 2,233 | $ 14 | $ 318,979 | $ 2,233 | |||||||||||
Exercise of stock options (in shares) | 15,000 | |||||||||||||||
Exercise of stock options | 82 | [1] | 82 | |||||||||||||
Share‑based compensation | 2,328 | [1] | 2,328 | |||||||||||||
Foreign currency translation adjustments | [1] | 0 | ||||||||||||||
Net loss | [1] | (5,388) | (5,388) | |||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 116,463,284 | |||||||||||||||
Ending balance at Sep. 30, 2020 | 810,318 | [1] | $ 117 | 894,056 | 0 | (83,855) | [1] | |||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 116,992,472 | |||||||||||||||
Beginning balance at Dec. 31, 2020 | 811,014 | [1] | $ 117 | 903,116 | 0 | (92,219) | [1] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Exercise of stock options (in shares) | 1,526,856 | |||||||||||||||
Exercise of stock options | 8,570 | [1] | $ 2 | 8,568 | ||||||||||||
Vesting of restricted stock units (in shares) | 507,776 | |||||||||||||||
Share‑based compensation | 22,774 | [1] | 22,774 | |||||||||||||
Purchase of capped calls | (36,030) | [1] | (36,030) | |||||||||||||
Foreign currency translation adjustments | (8,120) | [1] | (8,120) | |||||||||||||
Net loss | [1] | (51,439) | (51,439) | |||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 119,027,104 | |||||||||||||||
Ending balance at Sep. 30, 2021 | 746,769 | [1] | $ 119 | 898,428 | (8,120) | (143,658) | [1] | |||||||||
Beginning balance (in shares) at Jun. 30, 2021 | 118,249,912 | |||||||||||||||
Beginning balance at Jun. 30, 2021 | 803,959 | [1] | $ 118 | 917,116 | 0 | (113,275) | [1] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Exercise of stock options (in shares) | 269,416 | |||||||||||||||
Exercise of stock options | 1,507 | [1] | $ 1 | 1,506 | ||||||||||||
Vesting of restricted stock units (in shares) | 507,776 | |||||||||||||||
Share‑based compensation | 15,836 | [1] | 15,836 | |||||||||||||
Purchase of capped calls | (36,030) | [1] | (36,030) | |||||||||||||
Foreign currency translation adjustments | (8,120) | [1] | (8,120) | |||||||||||||
Net loss | [1] | (30,383) | (30,383) | |||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 119,027,104 | |||||||||||||||
Ending balance at Sep. 30, 2021 | $ 746,769 | [1] | $ 119 | $ 898,428 | $ (8,120) | $ (143,658) | [1] | |||||||||
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. | |||||||||||||||
[2] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | [2] | ||
Cash flows from operating activities | ||||
Net loss | $ (51,439) | [1] | $ (15,718) | |
Adjustments to reconcile net loss to cash provided by operating activities: | ||||
Depreciation and amortization expense | 33,249 | 28,632 | ||
Amortization of deferred contract costs | 9,034 | 5,518 | ||
Amortization of debt issuance costs | 573 | 700 | ||
Non-cash lease expense | 3,705 | 0 | ||
Provision for bad debt expense and returns | (7) | 894 | ||
Loss on extinguishment of debt | 449 | 5,213 | ||
Share‑based compensation | 22,774 | 3,903 | ||
Deferred tax benefit | (2,568) | (5,169) | ||
Adjustment to contingent consideration | 4,837 | (3,100) | ||
Other | 1,144 | (277) | ||
Changes in operating assets and liabilities: | ||||
Trade accounts receivable | 3,184 | (18,274) | ||
Income tax receivable/payable | (107) | (183) | ||
Prepaid expenses and other assets | (8,129) | (4,200) | ||
Deferred contract costs | (18,052) | (13,970) | ||
Accounts payable | 5,020 | 2,987 | ||
Accrued liabilities | 1,644 | (4,207) | ||
Deferred revenue | 59,464 | 47,189 | ||
Other liabilities | 52 | 3,161 | ||
Net cash provided by operating activities | 64,827 | 33,099 | ||
Cash flows from investing activities | ||||
Acquisitions, net of cash acquired | (352,711) | 0 | ||
Purchases of equipment and leasehold improvements | (7,261) | (1,836) | ||
Proceeds from sale of equipment and leasehold improvements | 35 | 0 | ||
Net cash used in investing activities | (359,937) | (1,836) | ||
Cash flows from financing activities | ||||
Proceeds from convertible senior notes | 373,750 | 0 | ||
Proceeds from bank borrowings | 250,000 | 0 | ||
Payment of bank borrowings | (250,000) | (205,000) | ||
Payment for purchase of capped calls | (36,030) | 0 | ||
Debt issuance costs | (12,636) | (1,264) | ||
Payment of debt extinguishment costs | 0 | (2,050) | ||
Proceeds from initial public offering, net of underwriting discounts and commissions | 0 | 326,316 | ||
Cash paid for offering costs | (543) | (6,601) | ||
Proceeds from private placement | 0 | 2,233 | ||
Cash paid for contingent consideration | (4,206) | 0 | ||
Proceeds from the exercise of stock options | 8,570 | 185 | ||
Net cash provided by financing activities | 328,905 | 113,819 | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (865) | 0 | ||
Net increase in cash, cash equivalents and restricted cash | 32,930 | 145,082 | ||
Cash, cash equivalents and restricted cash, beginning of period | 194,868 | 32,375 | ||
Cash, cash equivalents and restricted cash, end of period | 227,798 | 177,457 | ||
Cash paid for: | ||||
Interest | 944 | 12,647 | ||
Income taxes, net of refunds | 1,047 | 703 | ||
Non-cash activities: | ||||
Deferred consideration accrued but not paid | 50,000 | 0 | ||
Debt issuance costs accrued but not paid | 489 | 0 | ||
Operating lease assets obtained in exchange for operating lease liabilities | 1,469 | 0 | ||
Reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows above: | ||||
Cash and cash equivalents | 227,148 | 177,457 | ||
Restricted cash included in other current assets | 650 | 0 | ||
Total cash, cash equivalents and restricted cash | $ 227,798 | $ 177,457 | ||
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. | |||
[2] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
Basis of presentation and descr
Basis of presentation and description of business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation and description of business | 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 the IPO price of $26.00 per share. 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. Emerging growth company status We are currently 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. On June 30, 2021, the last day of our second fiscal quarter in 2021, the market value of our common stock held by non-affiliates exceeded $700.0 million. Accordingly, we will be deemed a large accelerated filer as of December 31, 2021 and will no longer qualify as an emerging growth company or be able to take advantage of the extended timeline to comply with new or revised accounting standards applicable to public companies beginning with our Annual Report on Form 10-K for the year ending December 31, 2021. Unaudited interim consolidated financial information The accompanying interim consolidated balance sheet as of September 30, 2021, the consolidated statements of operations and of stockholders’ equity for the three and nine months ended September 30, 2021 and 2020 and the consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 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. Except for the revision discussed below, all adjustments made were of a normal recurring nature. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future period. Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain reclassifications of prior period amounts have been made to conform to the current presentation. In the fourth quarter of 2020, the Company reclassified on-premise subscription revenue from license revenue to subscription revenue in the consolidated statements of operations on a retroactive basis. The amount reclassified for the three and nine months ended September 30, 2020 was $7.8 million and $18.2 million, respectively. The revised presentation is consistent with our disaggregated revenue disclosure and is more consistent with how investors and other users of the financial statements evaluate overall subscription revenue. The reclassification had no impact on total revenue. Revision of previously issued consolidated financial statements In connection with the preparation of its financial statements for the quarter ended June 30, 2021, the Company identified immaterial errors related to certain commissions that were incorrectly capitalized in prior periods. The commissions, as well as the associated payroll taxes and retirement plan contributions, were not incremental to the acquisition of customer contracts and should have been expensed as incurred in accordance with GAAP, rather than capitalized. As a result, sales and marketing expenses were understated and deferred contract costs were overstated by $2.5 million, $2.0 million, $1.8 million and $0.8 million for the years ended December 31, 2020, 2019 and 2018 and the three months ended March 31, 2021, respectively. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements , the Company evaluated the materiality of this error both quantitatively and qualitatively and determined that it was not material to our previously issued consolidated financial statements. However, adjusting for the cumulative effect of this error in the consolidated statement of operations for 2021 would be material to the Company’s results for this period as the cumulative amount of the error increased over time. As such, the Company has revised its previously issued consolidated financial statements as of and for the years ended December 31, 2020, 2019 and 2018 and its unaudited consolidated financial statements as of and for the quarter ended March 31, 2021 and quarters and year-to-date periods ended June 30, 2020 and September 30, 2020 to correct the error. The revisions also include the corrections of other immaterial errors that the Company had previously recorded as out-of-period adjustments in the period of identification, as well as other previously identified immaterial errors. The previously recorded out-of-period adjustments included the establishment of state valuation allowances, as well as other immaterial errors. The Company had previously determined that these errors did not, both individually and in the aggregate, result in a material misstatement of our previously issued consolidated financial statements and reached the same conclusion when aggregating these immaterial errors with the commissions error described above. The accompanying financial statements and relevant footnotes to the consolidated financial statements in this Quarterly Report on Form 10-Q have been revised to correct for the immaterial errors discussed above. The tables below provide reconciliations of our previously reported amounts to revised amounts to correct for these immaterial errors in our consolidated financial statements as of December 31, 2020 and for the quarter and year-to-date periods ended September 30, 2020. December 31, 2020 As Previously Reported Adjustments As Revised Commissions Other (in thousands) Assets Current assets: Cash and cash equivalents $ 194,868 $ — $ — $ 194,868 Trade accounts receivable, net of allowances 69,056 — — 69,056 Income taxes receivable 632 — — 632 Deferred contract costs 9,959 (1,675) — 8,284 Prepaid expenses 13,283 — — 13,283 Other current assets 1,113 — — 1,113 Total current assets 288,911 (1,675) — 287,236 Equipment and leasehold improvements, net 12,755 — 2,375 15,130 Goodwill 541,480 — — 541,480 Other intangible assets, net 202,878 — — 202,878 Deferred contract costs, non-current 26,770 (4,568) — 22,202 Other assets 5,359 — — 5,359 Total assets $ 1,078,153 $ (6,243) $ 2,375 $ 1,074,285 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 6,967 $ — $ — $ 6,967 Accrued liabilities 31,574 — 342 31,916 Income taxes payable 713 — — 713 Deferred revenues 160,443 — (441) 160,002 Total current liabilities 199,697 — (99) 199,598 Deferred revenues, non-current 45,507 — — 45,507 Deferred tax liability, net 6,422 (1,535) 200 5,087 Other liabilities 11,046 — 2,033 13,079 Total liabilities 262,672 (1,535) 2,134 263,271 Commitments and contingencies Stockholders’ equity: Preferred stock — — — — Common stock 117 — — 117 Additional paid‑in capital 903,116 — — 903,116 Accumulated deficit (87,752) (4,708) 241 (92,219) Total stockholders’ equity 815,481 (4,708) 241 811,014 Total liabilities and stockholders’ equity $ 1,078,153 $ (6,243) $ 2,375 $ 1,074,285 Three Months Ended September 30, 2020 As Previously Reported (1) Adjustments As Revised Commissions Other (in thousands, except share and per share amounts) Revenue: Subscription $ 65,782 $ — $ (148) $ 65,634 Services 3,605 — 292 3,897 License 1,017 — — 1,017 Total revenue 70,404 — 144 70,548 Cost of revenue: Cost of subscription (exclusive of amortization expense shown below) 10,117 — (85) 10,032 Cost of services (exclusive of amortization expense shown below) 2,443 — 4 2,447 Amortization expense 2,679 — — 2,679 Total cost of revenue 15,239 — (81) 15,158 Gross profit 55,165 — 225 55,390 Operating expenses: Sales and marketing 23,251 488 34 23,773 Research and development 12,736 — 21 12,757 General and administrative 13,921 — (76) 13,845 Amortization expense 5,633 — — 5,633 Total operating expenses 55,541 488 (21) 56,008 Loss from operations (376) (488) 246 (618) Interest expense, net (1,207) — — (1,207) Loss on extinguishment of debt (5,213) — — (5,213) Foreign currency transaction loss (154) — — (154) Loss before income tax benefit (6,950) (488) 246 (7,192) Income tax benefit 1,857 119 (172) 1,804 Net loss $ (5,093) $ (369) $ 74 $ (5,388) Net loss per share, basic and diluted $ (0.04) $ (0.05) Weighted-average shares used to compute net loss per share, basic and diluted 113,203,074 113,203,074 (1) Previously reported amounts reflect the reclassification of on-premise subscription revenue from license revenue to subscription revenue, which we applied on a retrospective basis in the fourth quarter of 2020. See further information in Basis of Presentation above. Nine Months Ended September 30, 2020 As Previously Reported (1) Adjustments As Revised Commissions Other (in thousands, except share and per share amounts) Revenue: Subscription $ 179,148 $ — $ (710) $ 178,438 Services 10,066 — 550 10,616 License 3,811 — — 3,811 Total revenue 193,025 — (160) 192,865 Cost of revenue: Cost of subscription (exclusive of amortization expense shown below) 28,127 — (107) 28,020 Cost of services (exclusive of amortization expense shown below) 7,736 — 11 7,747 Amortization expense 8,034 — — 8,034 Total cost of revenue 43,897 — (96) 43,801 Gross profit 149,128 — (64) 149,064 Operating expenses: Sales and marketing 65,735 1,722 101 67,558 Research and development 37,282 — 62 37,344 General and administrative 31,813 — (225) 31,588 Amortization expense 16,941 — — 16,941 Total operating expenses 151,771 1,722 (62) 153,431 Loss from operations (2,643) (1,722) (2) (4,367) Interest expense, net (10,675) — — (10,675) Loss on extinguishment of debt (5,213) — — (5,213) Foreign currency transaction loss (471) — — (471) Other income, net 91 — — 91 Loss before income tax provision (18,911) (1,722) (2) (20,635) Income tax provision 5,105 430 (618) 4,917 Net loss $ (13,806) $ (1,292) $ (620) $ (15,718) Net loss per share, basic and diluted $ (0.13) $ (0.15) Weighted-average shares used to compute net loss per share, basic and diluted 106,333,836 106,333,836 (1) Previously reported amounts reflect the reclassification of on-premise subscription revenue from license revenue to subscription revenue, which we applied on a retrospective basis in the fourth quarter of 2020. See further information in Basis of Presentation above. Stock Class Additional Paid‑In Accumulated Stockholders’ Common Shares Amount (in thousands, except share amounts) As Previously Reported Balance, June 30, 2020 102,862,404 $ 103 $ 570,434 $ (73,694) $ 496,843 Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs 13,500,000 14 318,979 — 318,993 Private placement 85,880 — 2,233 — 2,233 Exercise of stock options 15,000 — 82 — 82 Share‑based compensation — — 2,328 — 2,328 Net loss — — — (5,093) (5,093) Balance, September 30, 2020 116,463,284 $ 117 $ 894,056 $ (78,787) $ 815,386 Commissions Adjustment Balance, June 30, 2020 — $ — $ — $ (3,753) $ (3,753) Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs — — — — — Private placement — — — — — Exercise of stock options — — — — — Share‑based compensation — — — — — Net loss — — — (369) (369) Balance, September 30, 2020 — $ — $ — $ (4,122) $ (4,122) Other Adjustments Balance, June 30, 2020 — $ — $ — $ (1,020) $ (1,020) Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs — — — — — Private placement — — — — — Exercise of stock options — — — — — Share‑based compensation — — — — — Net loss — — — 74 74 Balance, September 30, 2020 — $ — $ — $ (946) $ (946) As Revised Balance, June 30, 2020 102,862,404 $ 103 $ 570,434 $ (78,467) $ 492,070 Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs 13,500,000 14 318,979 — 318,993 Private placement 85,880 — 2,233 — 2,233 Exercise of stock options 15,000 — 82 — 82 Share‑based compensation — — 2,328 — 2,328 Net loss — — — (5,388) (5,388) Balance, September 30, 2020 116,463,284 $ 117 $ 894,056 $ (83,855) $ 810,318 Stock Class Additional Paid‑In Accumulated Deficit Stockholders’ Common Shares Amount (in thousands, except share amounts) As Previously Reported Balance, December 31, 2019 102,843,612 $ 103 $ 568,756 $ (64,981) $ 503,878 Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs 13,500,000 14 318,979 — 318,993 Private placement 85,880 — 2,233 — 2,233 Exercise of stock options 33,792 — 185 — 185 Share‑based compensation — — 3,903 — 3,903 Net loss — — — (13,806) (13,806) Balance, September 30, 2020 116,463,284 $ 117 $ 894,056 $ (78,787) $ 815,386 Commissions Adjustment Balance, December 31, 2019 — $ — $ — $ (2,830) $ (2,830) Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs — . — — — — Private placement — — — — — Exercise of stock options — — — — — Share‑based compensation — — — — — Net loss — — — (1,292) (1,292) Balance, September 30, 2020 — $ — $ — $ (4,122) $ (4,122) Other Adjustments Balance, December 31, 2019 — $ — $ — $ (326) $ (326) Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs — — — — — Private placement — — — — — Exercise of stock options — — — — — Share‑based compensation — — — — — Net loss — — — (620) (620) Balance, September 30, 2020 — $ — $ — $ (946) $ (946) As Revised Balance, December 31, 2019 102,843,612 $ 103 $ 568,756 $ (68,137) $ 500,722 Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs 13,500,000 14 318,979 — 318,993 Private placement 85,880 — 2,233 — 2,233 Exercise of stock options 33,792 — 185 — 185 Share‑based compensation — — 3,903 — 3,903 Net loss — — — (15,718) (15,718) Balance, September 30, 2020 116,463,284 $ 117 $ 894,056 $ (83,855) $ 810,318 Nine Months Ended September 30, 2020 As Previously Reported Adjustments As Revised Commissions Other (in thousands) Cash flows from operating activities Net loss $ (13,806) $ (1,292) $ (620) $ (15,718) Adjustments to reconcile net loss to cash provided by operating activities: Depreciation and amortization expense 28,378 — 254 28,632 Amortization of deferred contract costs 6,705 (1,187) — 5,518 Amortization of debt issuance costs 700 — — 700 Provision for bad debt expense and returns 894 — — 894 Gain on disposal of equipment and leasehold improvements (23) — 23 — Loss on extinguishment of debt 5,213 — — 5,213 Share‑based compensation 3,903 — — 3,903 Deferred tax benefit (5,357) (430) 618 (5,169) Adjustment to contingent consideration (3,100) — — (3,100) Other — — (277) (277) Changes in operating assets and liabilities: Trade accounts receivable (18,332) — 58 (18,274) Income tax receivable/payable (183) — — (183) Prepaid expenses and other assets (4,699) — 499 (4,200) Deferred contract costs (16,879) 2,909 — (13,970) Accounts payable 3,145 — (158) 2,987 Accrued liabilities (4,207) — — (4,207) Deferred revenue 47,528 — (339) 47,189 Other liabilities 3,161 — — 3,161 Net cash provided by operating activities 33,041 — 58 33,099 Cash flows from investing activities Purchases of equipment and leasehold improvements (1,836) — — (1,836) Net cash used in investing activities (1,836) — — (1,836) Cash flows from financing activities Payment of bank borrowings (205,000) — — (205,000) Debt issuance costs (1,264) — — (1,264) Payment of debt extinguishment costs (2,050) — — (2,050) Proceeds from initial public offering, net of underwriting discounts and commissions 326,316 — — 326,316 Cash paid for offering costs (6,601) — — (6,601) Proceeds from private placement 2,233 — — 2,233 Proceeds from the exercise of stock options 185 — — 185 Net cash provided by financing activities 113,819 — — 113,819 Net increase in cash and cash equivalents 145,024 — 58 145,082 Cash and cash equivalents, beginning of period 32,433 — (58) 32,375 Cash and cash equivalents, end of period $ 177,457 $ — $ — $ 177,457 Supplemental disclosures of cash flow information: Cash paid for interest $ 12,647 $ — $ — $ 12,647 Cash paid for income taxes, net of refunds 703 — — 703 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, the fair values of assets acquired and liabilities assumed in business combinations, useful lives for finite-lived assets, 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 September 30, Nine Months Ended September 30, 2021 2020 (1) 2021 2020 (1) (As Revised) (As Revised) (in thousands) Revenue: The Americas $ 69,865 $ 54,707 $ 195,408 $ 149,723 Europe, the Middle East, India, and Africa 19,543 11,786 49,721 32,347 Asia Pacific 6,213 4,055 17,457 10,795 $ 95,621 $ 70,548 $ 262,586 $ 192,865 (1) Certain prior period amounts have been revised to correct immaterial errors. See above for more information. |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies The Company’s significant accounting policies are discussed in Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Except for the accounting policies for leases that were updated as a result of adopting the new accounting standard and the accounting policies for foreign currency remeasurement discussed below, 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, 2021. The following describes the impact of certain policies. Foreign currency remeasurement Our reporting currency is the U.S. dollar. The functional currency of our foreign operations, except for Wandera Ltd. and its subsidiaries, is the U.S. dollar. The functional currency of Wandera Ltd. and its subsidiaries is the British Pound (“GBP”). The assets, liabilities, revenues and expenses of our 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. Assets and liabilities of Wandera Ltd. and its subsidiaries are translated into U.S. dollars based upon exchange rates prevailing at the end of each period. Revenues and expenses of Wandera Ltd. and its subsidiaries are translated at weighted average exchange rates on a monthly basis. The resulting translation adjustment is included in accumulated other comprehensive income (“AOCI”). 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 subscription and non-subscription categories to disaggregate those revenues that are term-based and renewable from those that are one-time in nature. Revenue from subscription and non-subscription contractual arrangements are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 (1) 2021 2020 (1) (As Revised) (As Revised) (in thousands) SaaS subscription and support and maintenance $ 83,775 $ 57,785 $ 222,672 $ 160,279 On‑premise subscription 6,925 7,849 23,228 18,159 Subscription revenue 90,700 65,634 245,900 178,438 Professional services 4,083 3,897 12,015 10,616 Perpetual licenses 838 1,017 4,671 3,811 Non‑subscription revenue 4,921 4,914 16,686 14,427 Total revenue $ 95,621 $ 70,548 $ 262,586 $ 192,865 (1) Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. Contract Balances If revenue is recognized in advance of the right to invoice, a contract asset is recorded. The balances of contract assets, which are included in other current assets in the consolidated balance sheets, were $1.7 million and $0.9 million as of September 30, 2021 and December 31, 2020, respectively. 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 September 30, Nine Months Ended September 30, 2021 2020 (1) 2021 2020 (1) (As Revised) (As Revised) (in thousands) Balance, beginning of the period $ 238,457 $ 157,282 $ 205,509 $ 140,449 Acquisitions 5,200 — 5,200 — Revenue earned (71,574) (49,823) (144,038) (115,784) Deferral of revenue 98,284 80,179 203,696 162,973 Balance, end of the period $ 270,367 $ 187,638 $ 270,367 $ 187,638 (1) Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. There were no significant changes to our contract assets and liabilities during the three and nine months ended September 30, 2021 and 2020 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 noncancellable amounts to be invoiced. As of September 30, 2021 and December 31, 2020, the Company had $310.3 million and $224.1 million, respectively, of remaining performance obligations, with 81% and 80%, respectively, expected to be recognized as revenue over the succeeding 12 months, and the remainder generally expected to be recognized over the three years thereafter. Previously reported remaining performance obligations as of December 31, 2020 have been revised. See Note 1 for more information. 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 in the consolidated balance sheets 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, 2021 and 2020 was $3.1 million and $2.0 million, respectively. Total amortization of contract costs for the nine months ended September 30, 2021 and 2020 was $9.0 million and $5.5 million, respectively. Previously reported amortization of contract costs for the three and nine months ended September 30, 2020 have been revised. See Note 1 for more information. 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, 2021 and 2020. Concentration of Credit Risk For the three and nine months ended September 30, 2021, the Company had one distributor that accounted for more than 10% of total net revenues. Total receivables related to this distributor were $10.8 million as of September 30, 2021. 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 $19.8 million as of December 31, 2020. No single end customer accounted for more than 10% of total revenue during the three and nine months ended September 30, 2021 and 2020. 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”). For private companies, the standard is effective for annual reporting periods beginning after December 15, 2022, with early adoption permitted. We will be deemed a large accelerated filer as of December 31, 2021 and will no longer qualify as an emerging growth company and be able to take advantage of the extended timeline to comply with new or revised accounting standards applicable to public companies beginning with our Annual Report on Form 10-K for the year ended December 31, 2021. As such, the Company will adopt ASU 2016-13 in the fourth quarter of 2021 with an effective date of January 1, 2021 through a cumulative-effect adjustment to retained earnings. 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 adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. Business Combinations — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value in accordance with acquisition accounting. The new guidance should be applied prospectively to acquisitions occurring on or after the effective date. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not been issued. The Company will evaluate whether to early adopt the standard for future acquisitions. Adoption of new accounting pronouncements Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 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 adopted the new lease standard on January 1, 2021 using the optional transition method to the modified retrospective approach. Under this transition provision, results for reporting periods beginning on January 1, 2021 are presented under ASC Topic 842, Leases (“ASC 842”) while prior period amounts continue to be reported and disclosed in accordance with the Company’s historical accounting treatment under ASC Topic 840, Leases (“ASC 840”). To reduce the burden of adoption and ongoing compliance with ASC 842, a number of practical expedients and policy elections are available under the new guidance. The Company elected the “package of practical expedients” permitted under the transition guidance, which among other things, did not require reassessment of whether contracts entered into prior to adoption are or contain leases, and allowed carryforward of the historical lease classification for existing leases. The Company has not elected to adopt the “hindsight” practical expedient, and therefore measured the right-of-use (“ROU”) asset and lease liability using the remaining portion of the lease term at adoption on January 1, 2021. The Company made an accounting policy election under ASC 842 not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. For all other leases, the Company recognizes ROU assets and lease liabilities based on the present value of lease payments over the lease term at the commencement date of the lease (or January 1, 2021 for existing leases upon the adoption of ASC 842). The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by any lease incentives. Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the consumer price index). Subsequent changes to an index and other periodic market-rate adjustments to base rent are recorded in variable lease expense in the period incurred. The Company has made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component for all asset classes. The non-lease components typically represent additional services transferred to the Company, such as common area maintenance for real estate, which are variable in nature and recorded in variable lease expense in the period incurred. The Company uses its incremental borrowing rate to determine the present value of lease payments as the Company’s leases do not have a readily determinable implicit discount rate. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and amount in a similar economic environment. Judgement is applied in assessing factors such as Company specific credit risk, lease term, nature and quality of the underlying collateral, currency and economic environment in determining the incremental borrowing rate to apply to each lease. Upon adoption, the Company recorded ROU assets and lease liabilities of approximately $25.0 million and $28.6 million, respectively, related to the Company’s operating leases. The adoption of the new lease standard did not materially impact our consolidated statements of operations or consolidated statements of cash flows. See Note 6 for more information. Debt with Conversion and Other Options and Contracts in Entity’s Own Equity In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. Among other changes, the standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. As a result, entities will account for a convertible debt instrument wholly as debt unless the instrument contains features that require bifurcation as a derivative in accordance with ASC Topic 815, Derivatives and Hedging, or a convertible debt instrument was issued at a substantial premium. In addition, the amendments also require the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share. The standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company early adopted the new standard on January 1, 2021. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements. |
Financial instruments fair valu
Financial instruments fair value | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial instruments fair value | 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, Fair Value Measurement (“ASC 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 Company invests in money market funds and U.S. Treasuries with original or remaining maturities at the time of purchase of three months or less, which are measured and recorded at fair value on a recurring basis. Money market funds are valued based on quoted market prices in active markets and classified within Level 1 of the fair value hierarchy. U.S. Treasuries include treasury bills that generally mature within 30 days and are classified within Level 1 of the fair value hierarchy. The fair value of these financial instruments were as follows: September 30, 2021 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents: Money market funds $ 153,026 $ — $ — $ 153,026 Total cash equivalents $ 153,026 $ — $ — $ 153,026 December 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents: Money market funds $ 100,000 $ — $ — $ 100,000 U.S. Treasuries 25,000 — — 25,000 Total cash equivalents $ 125,000 $ — $ — $ 125,000 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Wandera On July 1, 2021, the Company completed its previously announced acquisition of Wandera, Inc. (“Wandera”) pursuant to the terms of the Agreement and Plan of Merger, dated as of May 5, 2021 (the “Merger Agreement”). Wandera is a leader in zero trust cloud security and access for mobile devices. As an Apple-first provider of unified cloud security, Wandera expands the Company’s security offering for the enterprise. Building on the Company’s existing capabilities, Wandera adds Zero Trust Network Access (“ZTNA”), mobile threat defense and data policy features to ensure mobile workers can simply and safely access the network resources they need while complying with organizational policies and reducing mobile charges. This acquisition uniquely positions the Company to help IT and security teams confidently protect the devices, data and applications used by a mobile workforce, while extending the intended Apple experience through the Company’s robust and scalable Apple Enterprise Management platform. Under the terms of the Merger Agreement, the Company acquired 100% of the voting equity interest in Wandera and paid total cash consideration of $409.3 million. The total consideration consists of an initial payment of $359.3 million at close and deferred consideration of $50.0 million payable in $25.0 million increments on October 1, 2021 and December 15, 2021. The initial payment of $359.3 million includes $0.7 million held back as partial security for post-closing true-up adjustments as well as indemnification claims made within one year of the acquisition date. The amount held back is recorded as restricted cash in other current assets on the consolidated balance sheet. The Company recorded the fair value of deferred consideration in accrued liabilities on the consolidated balance sheet as of September 30, 2021. The acquisition was initially financed with cash on hand and borrowings under the New Term Loan Facility (as defined in Note 7 below). Acquisition-related costs were expensed as incurred and were as follows: Three Months Ended Nine Months Ended (in thousands) Cost of revenue: Subscription $ 17 $ 17 Sales and marketing 34 34 Research and development 549 590 General and administrative 1,859 4,007 $ 2,459 $ 4,648 The Company accounted for the acquisition by applying the acquisition method of accounting for business combinations in accordance with ASC Topic 805, Business Combinations (“ASC 805”). Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition. In accordance with U.S. GAAP, fair value is defined as 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. Any residual purchase price is recorded as goodwill. The allocation of the purchase price requires management to make significant estimates in determining the fair value of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates can include, but are not limited to: • future expected cash flows from subscription contracts and acquired developed technologies; • historical and expected customer attrition rates and anticipated growth in revenue from acquired customers; • royalty rates applied to acquired developed technology platforms; • obsolescence curves and other useful life assumptions, such as the period of time and intended use of acquired intangible assets in the Company’s product offerings; • discount rates; and • uncertain tax positions and tax-related valuation allowances. The final purchase accounting allocations for the Wandera acquisition will be determined within one year from the acquisition date and depend on a number of factors, including the final valuation of our intangible assets acquired and liabilities assumed, and finalization of income tax effects of the opening balance sheet. The actual fair values of Wandera’s assets acquired, liabilities assumed and resulting goodwill may differ materially from the adjustments set forth in this Form 10-Q. The purchase price was allocated using information currently available to the Company. As a result, the Company may continue to adjust the assumptions used in the valuation of intangible assets acquired, deferred revenue and tax-related balances. The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed (in thousands): Assets acquired: Cash and cash equivalents $ 9,605 Trade accounts receivable, net 3,882 Prepaid expenses 900 Equipment and leasehold improvements, net 58 Intangible assets acquired 102,050 Operating lease assets 1,474 Deferred tax asset 849 Liabilities assumed: Accounts payable 788 Accrued liabilities 3,464 Income taxes payable 94 Deferred revenue 5,200 Operating lease liabilities 1,474 Deferred tax liability 9,356 Goodwill 310,833 Total purchase consideration $ 409,275 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 expected synergies in sales opportunities across complementary products, customers and geographies and cross-selling opportunities. The goodwill is not deductible for income tax purposes. The estimated useful lives and fair values of the identifiable intangible assets are as follows: Useful Life Gross Value (in thousands) Developed technology 6.5 years $ 60,500 Customer relationships 11.0 years 35,600 Order backlog 2.5 years 3,800 Non-competes 2.5 years 1,750 Trademarks 3.0 years 400 Total identifiable intangible assets $ 102,050 Developed technology represents the estimated fair value of the features underlying the Wandera products as well as the platform supporting Wandera customers. Customer relationships represent the estimated fair value of the underlying relationships with Wandera customers. Order backlog represents the estimated fair value of existing order backlog with Wandera customers. Non-competes represent the estimated fair value of non-compete agreements acquired from Wandera. Trademarks represent the estimated fair value of the Wandera brand. Wandera contributed revenue and net loss of $5.1 million and $8.3 million, respectively, from the acquisition date through September 30, 2021, excluding the effects of the acquisition and integration costs. The following unaudited pro forma information presents the combined results of Jamf and Wandera assuming the acquisition was completed on January 1, 2020. 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 pro forma results below have been adjusted for the amortization of acquired intangibles, reduction of deferred revenue, deferred commissions, stock-based compensation expense and additional interest expense. The pro forma results for the three and nine months ended September 30, 2021 have also been adjusted to exclude the impact of $2.5 million and $4.6 million, respectively, of acquisition-related costs (pre-tax) incurred by the Company that are directly attributable to the transaction. The adjustments do not reflect the effect of costs or synergies that would have been expected to result from the integration of the acquisition. Pro forma consolidated revenues and net loss for the three and nine months ended September 30, 2021 and 2020, calculated as if Wandera had been acquired as of January 1, 2020, are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) Revenues $ 95,621 $ 75,104 $ 274,194 $ 206,943 Net loss (28,537) (10,061) (61,237) (31,451) cmdReporter On February 26, 2021, the Company entered into an asset purchase agreement with cmdSecurity Inc. (“cmdSecurity”) to acquire certain cmdSecurity assets, including cmdReporter, a suite of security and compliance tools purpose-built for macOS. With cmdReporter, the Company further extends the security capabilities of its expansive Apple Enterprise Management platform. cmdSecurity’s software complements 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 805. The final aggregate purchase price was approximately $3.4 million. This acquisition was funded by the Company’s cash on hand and included future contingent consideration due to the sellers. 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 cmdSecurity assembled workforce and was not material. The acquired intangible assets and goodwill are deductible for income tax purposes. At the time of the acquisition, the contingent consideration was valued at $0.4 million, which was based on the acquired business signing new business or renewing acquired contracts during the 90 days following the close of the acquisition. The estimated fair value of these contingent payments was determined using projected contract wins, which used Level 3 inputs for fair value measurements, including assumptions about the probability of closing contracts based on their current stage in the sales process. As of September 30, 2021, the fair value of the contingent consideration was nil as $0.3 million was earned by the acquired business and the unearned portion of $0.1 million was written off during the second quarter of 2021. The Company did not make a cash payment for the earned portion of the liability as the sellers received the cash directly from the customers. As such, the reduction of the liability was offset by a reduction in accounts receivable. Substantially all of the purchase price consideration related to the fair value of the acquired separately identifiable intangibles assets, which related to acquired developed technology and in-process research and development (“IPR&D”). The fair value of the identifiable intangible assets was estimated using the replacement cost method, whereby the components of the acquired intangibles were reviewed to determine the cumulative cost of development for each component, inclusive of a developer’s profit and an entrepreneurial incentive. The cumulative cost of development was not discounted to account for obsolescence factor as the replacement cost accounted for present day development. The developed technology is amortized over its estimated weighted-average useful life, which was determined to be 5.0 years. The IPR&D is an indefinite lived intangible asset that is not amortized, but is evaluated at least annually for impairment. For more information on intangible assets, see Note 5. Acquisition-related expenses were expensed as incurred and totaled nil and $0.1 million for the three and nine months ended September 30, 2021, respectively. These expenses were recognized as acquisition costs in general and administrative expenses in the consolidated statement of operations. The Company allocated the net purchase consideration to the net assets acquired based on their respective fair values at the time of the acquisition as follows (in thousands): Cash consideration $ 3,041 Contingent consideration 359 Final aggregate purchase price $ 3,400 Intangible assets acquired: Developed technology $ 2,630 IPR&D 400 Goodwill 370 Total purchase consideration $ 3,400 Digita Security LLC In 2019, the Company recorded contingent consideration in connection with its purchase of the outstanding membership interests of Digita. The maximum contingent consideration is $15.0 million if the acquired business achieves certain revenue milestones by December 31, 2022. In the second quarter of 2021, the acquired business achieved the minimum revenue milestone, which resulted in the Company making a cash payment of $4.2 million to the acquired business. Additional cash payments will be made within 30 days of December 31, 2021 and December 31, 2022 if the acquired business achieves the revenue milestones. |
Goodwill and other intangible a
Goodwill and other intangible assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and other intangible assets | Goodwill and other intangible assets The change in the carrying amount of goodwill is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) Goodwill, beginning of period $ 541,850 $ 539,818 $ 541,480 $ 539,818 Goodwill acquired 310,833 — 311,203 — Foreign currency translation adjustment (6,626) — (6,626) — Goodwill, end of period $ 846,057 $ 539,818 $ 846,057 $ 539,818 The gross carrying amount and accumulated amortization of intangible assets other than goodwill are as follows: Useful Life Gross Value Accumulated Net Carrying Weighted‑ (in thousands) Trademarks 8 years $ 34,320 $ 13,454 $ 20,866 4.8 years Customer relationships 2 ‑ 12 years 214,428 55,810 158,618 8.7 years Developed technology 5 years 54,563 31,173 23,390 2.3 years Non‑competes 2 years 90 86 4 0.1 years Balance, December 31, 2020 $ 303,401 $ 100,523 $ 202,878 Trademarks 3 - 8 years $ 34,690 $ 16,683 $ 18,007 4.1 years Customer relationships 2 ‑ 12 years 249,483 70,239 179,244 8.5 years Developed technology 5 - 6.5 years 116,158 41,956 74,202 5.2 years Non‑competes 2 - 2.5 years 1,796 264 1,532 2.3 years Order backlog 2.5 years 3,744 379 3,365 2.3 years IPR&D Indefinite 400 — 400 Balance, September 30, 2021 $ 406,271 $ 129,521 $ 276,750 Amortization expense was $12.2 million and $8.3 million for the three months ended September 30, 2021 and 2020, respectively. Amortization expense was $29.1 million and $25.0 million for the nine months ended September 30, 2021 and 2020, respectively. The expected future amortization expense as of September 30, 2021 for intangible assets acquired in connection with the Wandera acquisition is as follows: Years ending December 31: 2021 (remaining three months) $ 3,725 2022 14,897 2023 14,897 2024 12,611 2025 12,544 Thereafter 39,652 Total amortization expense $ 98,326 There were no impairments to goodwill or intangible assets recorded for the three and nine months ended September 30, 2021 and 2020. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. Under ASC 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. See Note 2 for more information on the Company’s accounting policies for leases. The Company leases office facilities and vehicles under operating lease agreements that have initial terms ranging from 1 to 9 years. Some leases include one or more options to renew, generally at our sole discretion, with renewal terms that can extend the lease term up to 10 years. In addition, certain leases contain termination options, where the rights to terminate are held by either the Company, the lessor, or both parties. These options to extend or terminate a lease are included in the lease terms when it is reasonably certain that the Company will exercise that option. The Company’s leases generally do not contain any material restrictive covenants or residual value guarantees. The Company also leases office equipment under a finance lease agreement with a term of 4 years. The Company’s finance lease was not material to the consolidated financial statements as of September 30, 2021. Supplemental balance sheet information related to the Company’s operating leases is as follows: Leases Balance Sheet Classification September 30, 2021 (in thousands) Assets Operating lease assets Other assets $ 22,892 Liabilities Operating lease liabilities - current Accrued liabilities $ 5,367 Operating lease liabilities - non-current Other liabilities 21,442 Total operating lease liabilities $ 26,809 The weighted-average remaining term of the Company’s operating leases was 6.0 years as of September 30, 2021. The weighted-average discount rate used to measure the present value of the operating lease liabilities was 3.5% as of September 30, 2021. The components of lease expense were as follows: Three Months Ended Nine Months Ended (in thousands) Operating lease cost $ 1,541 $ 4,424 Short-term lease cost 83 187 Variable lease cost 508 1,388 Total lease expense $ 2,132 $ 5,999 Operating lease cost is recognized on a straight-line basis over the lease term. The Company leases certain office facilities with a related party, including the office space in Eau Claire, Wisconsin. Operating lease cost with related parties was $0.3 million and $0.8 million for the three and nine months ended September 30, 2021, respectively. Total lease expense, including the Company’s share of the lessors’ operating expenses, was $1.2 million and $3.7 million for the three and nine months ended September 30, 2020, respectively. Previously reported total lease expense for the three and nine months ended September 30, 2020 have been revised. See Note 1 for more information. Lease expense with related parties, including the Company’s share of the lessors’ operating expenses, was $0.3 million and $0.8 million for the three and nine months ended September 30, 2020, respectively. For the nine months ended September 30, 2021, operating cash flows included $4.3 million of cash paid for operating lease liabilities. Maturities of the Company’s operating lease liabilities as of September 30, 2021 were as follows: Operating Leases (in thousands) Years ending December 31: 2021 (remaining three months) $ 1,599 2022 6,077 2023 5,681 2024 4,605 2025 2,519 Thereafter 9,482 Total lease payments 29,963 Less: imputed interest 3,154 Total present value of lease liabilities $ 26,809 |
Leases | Leases The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. Under ASC 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. See Note 2 for more information on the Company’s accounting policies for leases. The Company leases office facilities and vehicles under operating lease agreements that have initial terms ranging from 1 to 9 years. Some leases include one or more options to renew, generally at our sole discretion, with renewal terms that can extend the lease term up to 10 years. In addition, certain leases contain termination options, where the rights to terminate are held by either the Company, the lessor, or both parties. These options to extend or terminate a lease are included in the lease terms when it is reasonably certain that the Company will exercise that option. The Company’s leases generally do not contain any material restrictive covenants or residual value guarantees. The Company also leases office equipment under a finance lease agreement with a term of 4 years. The Company’s finance lease was not material to the consolidated financial statements as of September 30, 2021. Supplemental balance sheet information related to the Company’s operating leases is as follows: Leases Balance Sheet Classification September 30, 2021 (in thousands) Assets Operating lease assets Other assets $ 22,892 Liabilities Operating lease liabilities - current Accrued liabilities $ 5,367 Operating lease liabilities - non-current Other liabilities 21,442 Total operating lease liabilities $ 26,809 The weighted-average remaining term of the Company’s operating leases was 6.0 years as of September 30, 2021. The weighted-average discount rate used to measure the present value of the operating lease liabilities was 3.5% as of September 30, 2021. The components of lease expense were as follows: Three Months Ended Nine Months Ended (in thousands) Operating lease cost $ 1,541 $ 4,424 Short-term lease cost 83 187 Variable lease cost 508 1,388 Total lease expense $ 2,132 $ 5,999 Operating lease cost is recognized on a straight-line basis over the lease term. The Company leases certain office facilities with a related party, including the office space in Eau Claire, Wisconsin. Operating lease cost with related parties was $0.3 million and $0.8 million for the three and nine months ended September 30, 2021, respectively. Total lease expense, including the Company’s share of the lessors’ operating expenses, was $1.2 million and $3.7 million for the three and nine months ended September 30, 2020, respectively. Previously reported total lease expense for the three and nine months ended September 30, 2020 have been revised. See Note 1 for more information. Lease expense with related parties, including the Company’s share of the lessors’ operating expenses, was $0.3 million and $0.8 million for the three and nine months ended September 30, 2020, respectively. For the nine months ended September 30, 2021, operating cash flows included $4.3 million of cash paid for operating lease liabilities. Maturities of the Company’s operating lease liabilities as of September 30, 2021 were as follows: Operating Leases (in thousands) Years ending December 31: 2021 (remaining three months) $ 1,599 2022 6,077 2023 5,681 2024 4,605 2025 2,519 Thereafter 9,482 Total lease payments 29,963 Less: imputed interest 3,154 Total present value of lease liabilities $ 26,809 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Convertible Senior Notes On September 17, 2021, the Company issued $373.8 million aggregate principal amount of 0.125% Convertible Senior Notes due 2026 (the “2026 Notes”) in a private offering. The 2026 Notes were issued pursuant to an indenture, dated September 17, 2021 (the “2026 Notes Indenture”), among the Company, JAMF Software, LLC, as subsidiary guarantor, and U.S. Bank National Association, as trustee. The 2026 Notes are general senior, unsecured obligations of the Company and mature on September 1, 2026, unless earlier converted, redeemed, or repurchased. The 2026 Notes bear interest at a rate of 0.125% per year, payable semiannually in arrears on March 1 and September 1 of each year, beginning on March 1, 2022. The Company recorded the principal amount of the 2026 Notes, net of issuance costs, as a liability in the consolidated balance sheet in accordance with ASU 2020-06, which the Company early adopted on January 1, 2021. The Company’s net proceeds from the offering were approximately $361.4 million after deducting the initial purchasers’ discounts and commissions and the offering expenses paid by the Company. The Company used (i) approximately $250.0 million of the net proceeds to repay the Company’s New Term Loan Facility and to pay any associated prepayment penalties and accrued and unpaid interest to the date of repayment and (ii) approximately $36.0 million of the net proceeds from this offering to fund the cost of entering into the Capped Calls (as defined and described below), and will use the remainder of the net proceeds for general corporate purposes, which may include working capital, capital expenditures, and potential acquisitions and strategic transactions. The 2026 Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding March 1, 2026, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the 2026 Notes Indenture) per $1,000 principal amount of the 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the 2026 Notes on each such trading day; (3) if the Company calls such 2026 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the 2026 Notes called (or deemed called) for redemption; and (4) upon the occurrence of specified corporate events as set forth in the 2026 Notes Indenture. On or after March 1, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date (September 1, 2026), holders of the 2026 Notes may convert all or any portion of their 2026 Notes at any time, regardless of the foregoing conditions. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the 2026 Notes Indenture. The initial conversion rate for the 2026 Notes is 20.0024 shares of the Company’s common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $49.99 per share of common stock. The initial conversion price of the 2026 Notes represents a premium of approximately 40.0% to the last reported sale price of the Company’s common stock on The Nasdaq Global Select Market on September 14, 2021. The conversion rate for the 2026 Notes is subject to adjustment under certain circumstances in accordance with the terms of the 2026 Notes Indenture. In addition, following certain corporate events that occur prior to the maturity date of the 2026 Notes or if the Company delivers a notice of redemption in respect of the 2026 Notes, the Company will, under certain circumstances, increase the conversion rate of the 2026 Notes for a holder who elects to convert its 2026 Notes (or any portion thereof) in connection with such a corporate event or convert its 2026 Notes called (or deemed called) for redemption during the related redemption period (as defined in the 2026 Notes Indenture), as the case may be. The Company may not redeem the 2026 Notes prior to September 6, 2024. The Company may redeem for cash all or any portion of the 2026 Notes, at its option, on or after September 6, 2024, if the last reported sale price of the common stock has been at least 130% of the conversion price for the 2026 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, to, but excluding, the redemption date. If the Company redeems less than all the outstanding 2026 Notes, at least $50.0 million aggregate principal amount of 2026 Notes must be outstanding and not subject to redemption as of the date of the relevant notice of redemption. No sinking fund is provided for the 2026 Notes. If the Company undergoes a fundamental change (as defined in the 2026 Notes Indenture), holders may require, subject to certain conditions and exceptions, the Company to repurchase for cash all or any portion of their 2026 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the fundamental change repurchase date. The 2026 Notes Indenture includes customary covenants and sets forth certain events of default after which the 2026 Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company or its significant subsidiaries after which the 2026 Notes become automatically due and payable. The following table sets forth the interest expense related to the 2026 Notes: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) Contractual interest expense $ 18 $ — $ 18 $ — Amortization of issuance costs 95 — 95 — In the third quarter of 2021, the Company recorded debt issuance costs of $12.4 million related to the issuance of the 2026 Notes as a reduction to the liability in the consolidated balance sheet. Debt issuance costs are amortized to interest expense over the term of the 2026 Notes using the effective interest rate method. The effective interest rate on the 2026 Notes was 0.81% for the three months ended September 30, 2021. As of September 30, 2021, the net carrying amount of the 2026 Notes was $361.5 million, with unamortized debt issuance costs of $12.3 million. The estimated fair value (Level 2) of the 2026 Notes was $389.0 million as of September 30, 2021, which was determined based on quoted bid prices of the 2026 Notes in an over-the-counter market on the last trading day of the reporting period. Capped Calls On September 14, 2021, concurrently with the pricing of the 2026 Notes, and on September 17, 2021, concurrently with the initial purchasers’ exercise of their option to purchase additional 2026 Notes, the Company also entered into privately negotiated capped call transactions (the “Capped Calls”) with third-party banks. The Capped Calls each have an initial strike price of approximately $49.99 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2026 Notes. The Capped Calls have initial cap prices of $71.42 per share, subject to certain adjustments. The Capped Calls cover, subject to anti-dilution adjustments, approximately 7.5 million shares of the Company’s common stock. The Capped Calls are generally intended to reduce or offset the potential dilution to the common stock upon any conversion of the 2026 Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. The Company paid approximately $36.0 million from the net proceeds from the issuance and sale of the 2026 Notes to purchase the Capped Calls. The Company recorded the Capped Calls as a reduction to additional paid-in capital in the consolidated balance sheet. The Capped Calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to terminations of the Capped Calls, including changes in law, failures to deliver, and hedging disruptions. Credit Agreements On July 27, 2020, the Company entered into a secured credit agreement (the “Credit Agreement”) for an initial revolving credit facility of $150.0 million (the “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 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 Credit Agreement is July 27, 2025. The Credit Agreement contains customary representations and warranties, affirmative covenants, reporting obligations, negative covenants and events of default. We were in compliance with such covenants as of both September 30, 2021 and December 31, 2020. As of both September 30, 2021 and December 31, 2020, we had $1.0 million of letters of credit outstanding under our Revolving Credit Facility. In connection with the closing of the Wandera acquisition on July 1, 2021, the Company entered into the Incremental Facility Amendment No. 1 (the “Credit Agreement Amendment”), which amended the Company’s existing Credit Agreement. The Credit Agreement Amendment provided for a new 364-day term loan facility (the “New Term Loan Facility”) in an aggregate principal amount of $250.0 million on substantially the same terms and conditions as the Company’s existing Revolving Credit Facility. The Company repaid the principal amount of the New Term Loan Facility on September 23, 2021 with proceeds from the issuance and sale of the 2026 Notes. The Company accounted for this transaction as a debt extinguishment and recorded debt extinguishment costs of $0.4 million for the write-off of remaining debt issuance costs. In the third quarter of 2020, the Company recorded debt issuance costs of $1.3 million related to the Credit Agreement. In the second quarter of 2021, the Company recorded debt issuance costs of $0.7 million related to the Credit Agreement Amendment. Debt issuance costs are amortized to interest expense over the term of the Credit Agreement using the effective interest rate method. As of September 30, 2021 and December 31, 2020, debt issuance costs related to the Company’s credit agreements of $1.0 million and $1.1 million, respectively, were included in other assets in the consolidated balance sheets. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Contingencies The Company has been engaged in discussions with an entity regarding the entity’s patented technology and allegations regarding the Company’s infringement of that technology. While no legal proceedings have been initiated, the Company accrued $4.2 million to general and administrative expenses during the nine months ended September 30, 2021 based on its most recent discussions with the entity. It is reasonably possible the estimated loss will change. The exposure to loss in excess of the amount accrued as of September 30, 2021 is estimated to be up to $2.3 million. |
Net loss per share
Net loss per share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net loss per share The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 (1) 2021 2020 (1) (As Revised) (As Revised) (in thousands, except share and per share amounts) Numerator: Net loss $ (30,383) $ (5,388) $ (51,439) $ (15,718) Denominator: Weighted-average shares used to compute net loss per share, basic and diluted 118,640,565 113,203,074 117,983,463 106,333,836 Basic and diluted net loss per share $ (0.26) $ (0.05) $ (0.44) $ (0.15) (1) Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. 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, 2021 and 2020, 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Stock options outstanding 5,707,634 7,727,158 5,707,634 7,727,158 Unvested restricted stock units 3,427,190 1,291,056 3,427,190 1,291,056 Shares related to the 2026 Notes 7,475,897 — 7,475,897 — Total potentially dilutive securities 16,610,721 9,018,214 16,610,721 9,018,214 The Company uses the if-converted method for calculating any potential dilutive effect of the conversion options embedded in the 2026 Notes on diluted net income per share, if applicable. The conversion options of the 2026 Notes are dilutive in periods of net income on a weighted average basis using an assumed conversion date equal to the later of the beginning of the reporting period and the date of issuance of the 2026 Notes. |
Share-based compensation
Share-based compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based compensation | 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. We initially reserved 14,800,000 shares of our common stock for issuance under the 2020 Plan. The total number of shares reserved for issuance under the 2020 Plan increases on January 1st of each of the first 10 calendar years during the term of the 2020 Plan by the lesser of: (i) a number of shares of our common stock equal to 4% of the total number of shares of our common stock outstanding on December 31 st of the preceding calendar year or (ii) a number of shares of our common stock as determined by our board of directors. The maximum number of shares of common stock available for issuance under the 2020 Plan was 19,479,699 shares as of January 1, 2021 . As of September 30, 2021, 15,544,733 shares of common stock are reserved for additional grants under the 2020 Plan. The 2017 Stock Option Plan (“2017 Option Plan”) became effective November 13, 2017 upon the approval of the board of directors and, prior to the adoption of the 2020 Plan, served 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. As of September 30, 2021, 128,928 shares of common stock are reserved for additional grants under the 2017 Option 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, 2021. The table below summarizes return target options activity for the nine months ended September 30, 2021: Options Weighted‑ Weighted‑ Aggregate Outstanding, December 31, 2020 3,687,664 $ 6.75 7.8 $ 85,444 Granted — — — Exercised — — — Forfeitures — — — Outstanding, September 30, 2021 3,687,664 $ 6.75 7.0 $ 117,158 Options exercisable at September 30, 2021 — $ — — $ — Vested or expected to vest at September 30, 2021 — $ — — $ — There was approximately $33.0 million of unrecognized compensation expense related to these return target options as of September 30, 2021. 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 (“RSU”) activity for the nine months ended September 30, 2021 is as follows: Units Per Unit Outstanding, December 31, 2020 1,293,107 $ 26.34 Granted 2,725,991 34.86 Vested (507,776) 30.32 Forfeited (84,132) 27.64 Outstanding, September 30, 2021 3,427,190 $ 32.49 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 $102.2 million of total unrecognized compensation cost related to unvested restricted stock that is expected to be recognized over a weighted-average period of 3.3 years as of September 30, 2021. The table below summarizes the service-based option activity for the nine months ended September 30, 2021: Options Weighted‑ Weighted‑ Aggregate Outstanding, December 31, 2020 3,546,826 $ 5.65 7.1 $ 86,098 Granted — — — Exercised (1,526,856) 5.61 44,082 Forfeitures — — — Outstanding, September 30, 2021 2,019,970 $ 5.67 6.3 $ 66,355 Options exercisable at September 30, 2021 1,533,479 $ 5.50 6.2 $ 50,633 Vested or expected to vest at September 30, 2021 2,019,970 $ 5.67 6.3 $ 66,355 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, 2021 was $2.0 million. There was $1.4 million of unrecognized compensation expense related to service-based stock options that is expected to be recognized over a weighted-average period of 1.5 years as of September 30, 2021. The Company recognized stock-based compensation expense as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) Cost of revenue: Subscription $ 1,716 $ 314 $ 2,384 $ 390 Services 229 62 381 62 Sales and marketing 4,833 675 6,763 897 Research and development 5,145 523 7,076 821 General and administrative 3,913 754 6,170 1,733 $ 15,836 $ 2,328 $ 22,774 $ 3,903 |
Long-term incentive plan
Long-term incentive plan | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Compensation Arrangements [Abstract] | |
Long-term incentive plan | Long-term incentive plan In 2018, the Company established a long-term incentive plan (“LTIP”) which provided for cash compensation to certain employees upon achievement of the same conditions of the Company’s return target options. In conjunction with the IPO, the conditions of the LTIP were modified to also vest following an IPO and registration and sale of shares by Vista Equity Partners (“Vista”) provided that Vista achieves a cash return on its equity investment in the Company equaling or exceeding $1.515 billion. In the third quarter of 2021, the Company offered employees with LTIP grants the opportunity to convert those awards into RSUs under the 2020 Plan. Upon conversion, 50% of the RSUs vested immediately and the remaining 50% vest on the one year anniversary of the grant date, provided the employee remains continuously employed by the Company through the vesting date. All employees elected to convert their outstanding LTIP grants to RSUs, resulting in grants totaling 413,234 shares. The conversion of the previously outstanding LTIP grants into RSUs resulted in the recognition of $8.0 million of stock-based compensation expense during the three and nine months ended September 30, 2021. The expense on the unvested RSUs will be recognized on a straight line basis over the vesting period. |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxesThe Company’s effective tax rates for the three months ended September 30, 2021 and 2020 were 5.0% and 25.1%, respectively. The effective tax rate for the three months ended September 30, 2021 was lower than the prior year period due to the application of Section 162(m) of the Internal Revenue Code, stock option activity and the domestic valuation allowance. The effective tax rate for the three months ended September 30, 2021 differs from the statutory rate primarily as a result of the domestic valuation allowance. The Company’s effective tax rates for the nine months ended September 30, 2021 and 2020 were 2.9% and 23.8%, respectively. The effective tax rate for the nine months ended September 30, 2021 was lower than the prior year period due to the application of Section 162(m) of the Internal Revenue Code, stock option activity and the domestic valuation allowance. The effective tax rate for the nine months ended September 30, 2021 differs from the statutory rate primarily as a result of the domestic valuation allowance. The effective tax rate for the nine months ended September 30, 2021 was impacted by $0.1 million of discrete income tax benefit. The Company’s annual effective tax rates for the nine months ended September 30, 2021 and 2020 were 2.8% and 21.1%, respectively. |
Related-party transactions
Related-party transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related-party transactions | Related-party transactions The Company made pledges to the Jamf Nation Global Foundation (“JNGF”) of $0.2 million and $0.5 million for the three and nine months ended September 30, 2021, respectively. The Company did not make any pledges to the JNGF for the three and nine months ended September 30, 2020. As of September 30, 2021 and December 31, 2020, the Company accrued $0.7 million and $0.9 million, respectively, related to JNGF pledges, which are included in accrued liabilities in the consolidated balance sheets. 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 6 for further discussion of this lease agreement. The Company may engage in transactions in the ordinary course of business with significant shareholders or other companies whose directors or officers may also serve as directors or officers for the Company. The Company carries out these transactions on customary terms. Vista is a U.S.-based investment firm that controls the funds which previously owned a majority of the Company. During the three months ended September 30, 2021, Vista sold a portion of its investment in the Company such that its funds no longer owned a majority of the Company as of September 30, 2021. However, Vista is deemed a related party in accordance with ASC Topic 850, Related Party Disclosures (“ASC 850”) as it continues to be a principal owner 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 were $0.1 million for both the three and nine months ended September 30, 2021. The total expenses incurred by the Company for these services were less than $0.1 million and $0.3 million for the three and nine months ended September 30, 2020, respectively. The Company had $0.1 million and less then $0.1 million in accounts payable related to these expenses as of September 30, 2021 and December 31, 2020, respectively. 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, 2021 and 2020 and $0.7 million and $0.8 million for the nine months ended September 30, 2021 and 2020, respectively. The Company had $0.1 million and $0.3 million in accounts receivable related to these agreements as of September 30, 2021 and December 31, 2020, respectively. 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 $0.3 million and $0.2 million for the three months ended September 30, 2021 and 2020, respectively, and $0.8 million and $0.5 million for the nine months ended September 30, 2021 and 2020, respectively. The Company had $0.1 million in accounts payable related to these expenses as of both September 30, 2021 and December 31, 2020. Prior to its termination and repayment in full on July 27, 2020, the Company was party to a term loan facility (the “Prior Term Loan”) and revolving credit facility with a consortium of lenders for a principal amount of $205.0 million and principal committed amount of $15.0 million, respectively. During the three and nine months ended September 30, 2020, affiliates of Vista were paid $0.5 million and $2.1 million, respectively, in interest on the portion of the Prior Term Loan held by them. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain reclassifications of prior period amounts have been made to conform to the current presentation. In the fourth quarter of 2020, the Company reclassified on-premise subscription revenue from license revenue to subscription revenue in the consolidated statements of operations on a retroactive basis. |
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. |
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, the fair values of assets acquired and liabilities assumed in business combinations, useful lives for finite-lived assets, 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. |
Foreign currency remeasurement | Our reporting currency is the U.S. dollar. The functional currency of our foreign operations, except for Wandera Ltd. and its subsidiaries, is the U.S. dollar. The functional currency of Wandera Ltd. and its subsidiaries is the British Pound (“GBP”). The assets, liabilities, revenues and expenses of our foreign operations are remeasured in accordance with ASC Topic 830, Foreign Currency Matters |
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 |
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”). For private companies, the standard is effective for annual reporting periods beginning after December 15, 2022, with early adoption permitted. We will be deemed a large accelerated filer as of December 31, 2021 and will no longer qualify as an emerging growth company and be able to take advantage of the extended timeline to comply with new or revised accounting standards applicable to public companies beginning with our Annual Report on Form 10-K for the year ended December 31, 2021. As such, the Company will adopt ASU 2016-13 in the fourth quarter of 2021 with an effective date of January 1, 2021 through a cumulative-effect adjustment to retained earnings. 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 adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. Business Combinations — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value in accordance with acquisition accounting. The new guidance should be applied prospectively to acquisitions occurring on or after the effective date. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not been issued. The Company will evaluate whether to early adopt the standard for future acquisitions. Adoption of new accounting pronouncements Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 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 adopted the new lease standard on January 1, 2021 using the optional transition method to the modified retrospective approach. Under this transition provision, results for reporting periods beginning on January 1, 2021 are presented under ASC Topic 842, Leases (“ASC 842”) while prior period amounts continue to be reported and disclosed in accordance with the Company’s historical accounting treatment under ASC Topic 840, Leases (“ASC 840”). To reduce the burden of adoption and ongoing compliance with ASC 842, a number of practical expedients and policy elections are available under the new guidance. The Company elected the “package of practical expedients” permitted under the transition guidance, which among other things, did not require reassessment of whether contracts entered into prior to adoption are or contain leases, and allowed carryforward of the historical lease classification for existing leases. The Company has not elected to adopt the “hindsight” practical expedient, and therefore measured the right-of-use (“ROU”) asset and lease liability using the remaining portion of the lease term at adoption on January 1, 2021. The Company made an accounting policy election under ASC 842 not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. For all other leases, the Company recognizes ROU assets and lease liabilities based on the present value of lease payments over the lease term at the commencement date of the lease (or January 1, 2021 for existing leases upon the adoption of ASC 842). The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by any lease incentives. Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the consumer price index). Subsequent changes to an index and other periodic market-rate adjustments to base rent are recorded in variable lease expense in the period incurred. The Company has made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component for all asset classes. The non-lease components typically represent additional services transferred to the Company, such as common area maintenance for real estate, which are variable in nature and recorded in variable lease expense in the period incurred. The Company uses its incremental borrowing rate to determine the present value of lease payments as the Company’s leases do not have a readily determinable implicit discount rate. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and amount in a similar economic environment. Judgement is applied in assessing factors such as Company specific credit risk, lease term, nature and quality of the underlying collateral, currency and economic environment in determining the incremental borrowing rate to apply to each lease. Upon adoption, the Company recorded ROU assets and lease liabilities of approximately $25.0 million and $28.6 million, respectively, related to the Company’s operating leases. The adoption of the new lease standard did not materially impact our consolidated statements of operations or consolidated statements of cash flows. See Note 6 for more information. Debt with Conversion and Other Options and Contracts in Entity’s Own Equity In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. Among other changes, the standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. As a result, entities will account for a convertible debt instrument wholly as debt unless the instrument contains features that require bifurcation as a derivative in accordance with ASC Topic 815, Derivatives and Hedging, or a convertible debt instrument was issued at a substantial premium. In addition, the amendments also require the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share. The standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company early adopted the new standard on January 1, 2021. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements. |
Basis of presentation and des_2
Basis of presentation and description of business (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The tables below provide reconciliations of our previously reported amounts to revised amounts to correct for these immaterial errors in our consolidated financial statements as of December 31, 2020 and for the quarter and year-to-date periods ended September 30, 2020. December 31, 2020 As Previously Reported Adjustments As Revised Commissions Other (in thousands) Assets Current assets: Cash and cash equivalents $ 194,868 $ — $ — $ 194,868 Trade accounts receivable, net of allowances 69,056 — — 69,056 Income taxes receivable 632 — — 632 Deferred contract costs 9,959 (1,675) — 8,284 Prepaid expenses 13,283 — — 13,283 Other current assets 1,113 — — 1,113 Total current assets 288,911 (1,675) — 287,236 Equipment and leasehold improvements, net 12,755 — 2,375 15,130 Goodwill 541,480 — — 541,480 Other intangible assets, net 202,878 — — 202,878 Deferred contract costs, non-current 26,770 (4,568) — 22,202 Other assets 5,359 — — 5,359 Total assets $ 1,078,153 $ (6,243) $ 2,375 $ 1,074,285 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 6,967 $ — $ — $ 6,967 Accrued liabilities 31,574 — 342 31,916 Income taxes payable 713 — — 713 Deferred revenues 160,443 — (441) 160,002 Total current liabilities 199,697 — (99) 199,598 Deferred revenues, non-current 45,507 — — 45,507 Deferred tax liability, net 6,422 (1,535) 200 5,087 Other liabilities 11,046 — 2,033 13,079 Total liabilities 262,672 (1,535) 2,134 263,271 Commitments and contingencies Stockholders’ equity: Preferred stock — — — — Common stock 117 — — 117 Additional paid‑in capital 903,116 — — 903,116 Accumulated deficit (87,752) (4,708) 241 (92,219) Total stockholders’ equity 815,481 (4,708) 241 811,014 Total liabilities and stockholders’ equity $ 1,078,153 $ (6,243) $ 2,375 $ 1,074,285 Three Months Ended September 30, 2020 As Previously Reported (1) Adjustments As Revised Commissions Other (in thousands, except share and per share amounts) Revenue: Subscription $ 65,782 $ — $ (148) $ 65,634 Services 3,605 — 292 3,897 License 1,017 — — 1,017 Total revenue 70,404 — 144 70,548 Cost of revenue: Cost of subscription (exclusive of amortization expense shown below) 10,117 — (85) 10,032 Cost of services (exclusive of amortization expense shown below) 2,443 — 4 2,447 Amortization expense 2,679 — — 2,679 Total cost of revenue 15,239 — (81) 15,158 Gross profit 55,165 — 225 55,390 Operating expenses: Sales and marketing 23,251 488 34 23,773 Research and development 12,736 — 21 12,757 General and administrative 13,921 — (76) 13,845 Amortization expense 5,633 — — 5,633 Total operating expenses 55,541 488 (21) 56,008 Loss from operations (376) (488) 246 (618) Interest expense, net (1,207) — — (1,207) Loss on extinguishment of debt (5,213) — — (5,213) Foreign currency transaction loss (154) — — (154) Loss before income tax benefit (6,950) (488) 246 (7,192) Income tax benefit 1,857 119 (172) 1,804 Net loss $ (5,093) $ (369) $ 74 $ (5,388) Net loss per share, basic and diluted $ (0.04) $ (0.05) Weighted-average shares used to compute net loss per share, basic and diluted 113,203,074 113,203,074 (1) Previously reported amounts reflect the reclassification of on-premise subscription revenue from license revenue to subscription revenue, which we applied on a retrospective basis in the fourth quarter of 2020. See further information in Basis of Presentation above. Nine Months Ended September 30, 2020 As Previously Reported (1) Adjustments As Revised Commissions Other (in thousands, except share and per share amounts) Revenue: Subscription $ 179,148 $ — $ (710) $ 178,438 Services 10,066 — 550 10,616 License 3,811 — — 3,811 Total revenue 193,025 — (160) 192,865 Cost of revenue: Cost of subscription (exclusive of amortization expense shown below) 28,127 — (107) 28,020 Cost of services (exclusive of amortization expense shown below) 7,736 — 11 7,747 Amortization expense 8,034 — — 8,034 Total cost of revenue 43,897 — (96) 43,801 Gross profit 149,128 — (64) 149,064 Operating expenses: Sales and marketing 65,735 1,722 101 67,558 Research and development 37,282 — 62 37,344 General and administrative 31,813 — (225) 31,588 Amortization expense 16,941 — — 16,941 Total operating expenses 151,771 1,722 (62) 153,431 Loss from operations (2,643) (1,722) (2) (4,367) Interest expense, net (10,675) — — (10,675) Loss on extinguishment of debt (5,213) — — (5,213) Foreign currency transaction loss (471) — — (471) Other income, net 91 — — 91 Loss before income tax provision (18,911) (1,722) (2) (20,635) Income tax provision 5,105 430 (618) 4,917 Net loss $ (13,806) $ (1,292) $ (620) $ (15,718) Net loss per share, basic and diluted $ (0.13) $ (0.15) Weighted-average shares used to compute net loss per share, basic and diluted 106,333,836 106,333,836 (1) Previously reported amounts reflect the reclassification of on-premise subscription revenue from license revenue to subscription revenue, which we applied on a retrospective basis in the fourth quarter of 2020. See further information in Basis of Presentation above. Stock Class Additional Paid‑In Accumulated Stockholders’ Common Shares Amount (in thousands, except share amounts) As Previously Reported Balance, June 30, 2020 102,862,404 $ 103 $ 570,434 $ (73,694) $ 496,843 Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs 13,500,000 14 318,979 — 318,993 Private placement 85,880 — 2,233 — 2,233 Exercise of stock options 15,000 — 82 — 82 Share‑based compensation — — 2,328 — 2,328 Net loss — — — (5,093) (5,093) Balance, September 30, 2020 116,463,284 $ 117 $ 894,056 $ (78,787) $ 815,386 Commissions Adjustment Balance, June 30, 2020 — $ — $ — $ (3,753) $ (3,753) Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs — — — — — Private placement — — — — — Exercise of stock options — — — — — Share‑based compensation — — — — — Net loss — — — (369) (369) Balance, September 30, 2020 — $ — $ — $ (4,122) $ (4,122) Other Adjustments Balance, June 30, 2020 — $ — $ — $ (1,020) $ (1,020) Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs — — — — — Private placement — — — — — Exercise of stock options — — — — — Share‑based compensation — — — — — Net loss — — — 74 74 Balance, September 30, 2020 — $ — $ — $ (946) $ (946) As Revised Balance, June 30, 2020 102,862,404 $ 103 $ 570,434 $ (78,467) $ 492,070 Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs 13,500,000 14 318,979 — 318,993 Private placement 85,880 — 2,233 — 2,233 Exercise of stock options 15,000 — 82 — 82 Share‑based compensation — — 2,328 — 2,328 Net loss — — — (5,388) (5,388) Balance, September 30, 2020 116,463,284 $ 117 $ 894,056 $ (83,855) $ 810,318 Stock Class Additional Paid‑In Accumulated Deficit Stockholders’ Common Shares Amount (in thousands, except share amounts) As Previously Reported Balance, December 31, 2019 102,843,612 $ 103 $ 568,756 $ (64,981) $ 503,878 Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs 13,500,000 14 318,979 — 318,993 Private placement 85,880 — 2,233 — 2,233 Exercise of stock options 33,792 — 185 — 185 Share‑based compensation — — 3,903 — 3,903 Net loss — — — (13,806) (13,806) Balance, September 30, 2020 116,463,284 $ 117 $ 894,056 $ (78,787) $ 815,386 Commissions Adjustment Balance, December 31, 2019 — $ — $ — $ (2,830) $ (2,830) Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs — . — — — — Private placement — — — — — Exercise of stock options — — — — — Share‑based compensation — — — — — Net loss — — — (1,292) (1,292) Balance, September 30, 2020 — $ — $ — $ (4,122) $ (4,122) Other Adjustments Balance, December 31, 2019 — $ — $ — $ (326) $ (326) Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs — — — — — Private placement — — — — — Exercise of stock options — — — — — Share‑based compensation — — — — — Net loss — — — (620) (620) Balance, September 30, 2020 — $ — $ — $ (946) $ (946) As Revised Balance, December 31, 2019 102,843,612 $ 103 $ 568,756 $ (68,137) $ 500,722 Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs 13,500,000 14 318,979 — 318,993 Private placement 85,880 — 2,233 — 2,233 Exercise of stock options 33,792 — 185 — 185 Share‑based compensation — — 3,903 — 3,903 Net loss — — — (15,718) (15,718) Balance, September 30, 2020 116,463,284 $ 117 $ 894,056 $ (83,855) $ 810,318 Nine Months Ended September 30, 2020 As Previously Reported Adjustments As Revised Commissions Other (in thousands) Cash flows from operating activities Net loss $ (13,806) $ (1,292) $ (620) $ (15,718) Adjustments to reconcile net loss to cash provided by operating activities: Depreciation and amortization expense 28,378 — 254 28,632 Amortization of deferred contract costs 6,705 (1,187) — 5,518 Amortization of debt issuance costs 700 — — 700 Provision for bad debt expense and returns 894 — — 894 Gain on disposal of equipment and leasehold improvements (23) — 23 — Loss on extinguishment of debt 5,213 — — 5,213 Share‑based compensation 3,903 — — 3,903 Deferred tax benefit (5,357) (430) 618 (5,169) Adjustment to contingent consideration (3,100) — — (3,100) Other — — (277) (277) Changes in operating assets and liabilities: Trade accounts receivable (18,332) — 58 (18,274) Income tax receivable/payable (183) — — (183) Prepaid expenses and other assets (4,699) — 499 (4,200) Deferred contract costs (16,879) 2,909 — (13,970) Accounts payable 3,145 — (158) 2,987 Accrued liabilities (4,207) — — (4,207) Deferred revenue 47,528 — (339) 47,189 Other liabilities 3,161 — — 3,161 Net cash provided by operating activities 33,041 — 58 33,099 Cash flows from investing activities Purchases of equipment and leasehold improvements (1,836) — — (1,836) Net cash used in investing activities (1,836) — — (1,836) Cash flows from financing activities Payment of bank borrowings (205,000) — — (205,000) Debt issuance costs (1,264) — — (1,264) Payment of debt extinguishment costs (2,050) — — (2,050) Proceeds from initial public offering, net of underwriting discounts and commissions 326,316 — — 326,316 Cash paid for offering costs (6,601) — — (6,601) Proceeds from private placement 2,233 — — 2,233 Proceeds from the exercise of stock options 185 — — 185 Net cash provided by financing activities 113,819 — — 113,819 Net increase in cash and cash equivalents 145,024 — 58 145,082 Cash and cash equivalents, beginning of period 32,433 — (58) 32,375 Cash and cash equivalents, end of period $ 177,457 $ — $ — $ 177,457 Supplemental disclosures of cash flow information: Cash paid for interest $ 12,647 $ — $ — $ 12,647 Cash paid for income taxes, net of refunds 703 — — 703 |
Schedule of Revenue by Geographic Location | Revenue by geographic region as determined based on the end user customer address was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 (1) 2021 2020 (1) (As Revised) (As Revised) (in thousands) Revenue: The Americas $ 69,865 $ 54,707 $ 195,408 $ 149,723 Europe, the Middle East, India, and Africa 19,543 11,786 49,721 32,347 Asia Pacific 6,213 4,055 17,457 10,795 $ 95,621 $ 70,548 $ 262,586 $ 192,865 (1) Certain prior period amounts have been revised to correct immaterial errors. See above for more information. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | Revenue from subscription and non-subscription contractual arrangements are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 (1) 2021 2020 (1) (As Revised) (As Revised) (in thousands) SaaS subscription and support and maintenance $ 83,775 $ 57,785 $ 222,672 $ 160,279 On‑premise subscription 6,925 7,849 23,228 18,159 Subscription revenue 90,700 65,634 245,900 178,438 Professional services 4,083 3,897 12,015 10,616 Perpetual licenses 838 1,017 4,671 3,811 Non‑subscription revenue 4,921 4,914 16,686 14,427 Total revenue $ 95,621 $ 70,548 $ 262,586 $ 192,865 (1) Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
Contract with Customer Asset and Liability | 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 September 30, Nine Months Ended September 30, 2021 2020 (1) 2021 2020 (1) (As Revised) (As Revised) (in thousands) Balance, beginning of the period $ 238,457 $ 157,282 $ 205,509 $ 140,449 Acquisitions 5,200 — 5,200 — Revenue earned (71,574) (49,823) (144,038) (115,784) Deferral of revenue 98,284 80,179 203,696 162,973 Balance, end of the period $ 270,367 $ 187,638 $ 270,367 $ 187,638 (1) Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
Financial instruments fair va_2
Financial instruments fair value (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Fair Value | The fair value of these financial instruments were as follows: September 30, 2021 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents: Money market funds $ 153,026 $ — $ — $ 153,026 Total cash equivalents $ 153,026 $ — $ — $ 153,026 December 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents: Money market funds $ 100,000 $ — $ — $ 100,000 U.S. Treasuries 25,000 — — 25,000 Total cash equivalents $ 125,000 $ — $ — $ 125,000 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions | Acquisition-related costs were expensed as incurred and were as follows: Three Months Ended Nine Months Ended (in thousands) Cost of revenue: Subscription $ 17 $ 17 Sales and marketing 34 34 Research and development 549 590 General and administrative 1,859 4,007 $ 2,459 $ 4,648 |
Schedule of Acquisitions | The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed (in thousands): Assets acquired: Cash and cash equivalents $ 9,605 Trade accounts receivable, net 3,882 Prepaid expenses 900 Equipment and leasehold improvements, net 58 Intangible assets acquired 102,050 Operating lease assets 1,474 Deferred tax asset 849 Liabilities assumed: Accounts payable 788 Accrued liabilities 3,464 Income taxes payable 94 Deferred revenue 5,200 Operating lease liabilities 1,474 Deferred tax liability 9,356 Goodwill 310,833 Total purchase consideration $ 409,275 The Company allocated the net purchase consideration to the net assets acquired based on their respective fair values at the time of the acquisition as follows (in thousands): Cash consideration $ 3,041 Contingent consideration 359 Final aggregate purchase price $ 3,400 Intangible assets acquired: Developed technology $ 2,630 IPR&D 400 Goodwill 370 Total purchase consideration $ 3,400 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The estimated useful lives and fair values of the identifiable intangible assets are as follows: Useful Life Gross Value (in thousands) Developed technology 6.5 years $ 60,500 Customer relationships 11.0 years 35,600 Order backlog 2.5 years 3,800 Non-competes 2.5 years 1,750 Trademarks 3.0 years 400 Total identifiable intangible assets $ 102,050 |
Schedule of Pro Forma Revenue and Earnings | Pro forma consolidated revenues and net loss for the three and nine months ended September 30, 2021 and 2020, calculated as if Wandera had been acquired as of January 1, 2020, are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) Revenues $ 95,621 $ 75,104 $ 274,194 $ 206,943 Net loss (28,537) (10,061) (61,237) (31,451) |
Goodwill and other intangible_2
Goodwill and other intangible assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The change in the carrying amount of goodwill is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) Goodwill, beginning of period $ 541,850 $ 539,818 $ 541,480 $ 539,818 Goodwill acquired 310,833 — 311,203 — Foreign currency translation adjustment (6,626) — (6,626) — Goodwill, end of period $ 846,057 $ 539,818 $ 846,057 $ 539,818 |
Schedule of Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill | The gross carrying amount and accumulated amortization of intangible assets other than goodwill are as follows: Useful Life Gross Value Accumulated Net Carrying Weighted‑ (in thousands) Trademarks 8 years $ 34,320 $ 13,454 $ 20,866 4.8 years Customer relationships 2 ‑ 12 years 214,428 55,810 158,618 8.7 years Developed technology 5 years 54,563 31,173 23,390 2.3 years Non‑competes 2 years 90 86 4 0.1 years Balance, December 31, 2020 $ 303,401 $ 100,523 $ 202,878 Trademarks 3 - 8 years $ 34,690 $ 16,683 $ 18,007 4.1 years Customer relationships 2 ‑ 12 years 249,483 70,239 179,244 8.5 years Developed technology 5 - 6.5 years 116,158 41,956 74,202 5.2 years Non‑competes 2 - 2.5 years 1,796 264 1,532 2.3 years Order backlog 2.5 years 3,744 379 3,365 2.3 years IPR&D Indefinite 400 — 400 Balance, September 30, 2021 $ 406,271 $ 129,521 $ 276,750 |
Schedule of Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill | The gross carrying amount and accumulated amortization of intangible assets other than goodwill are as follows: Useful Life Gross Value Accumulated Net Carrying Weighted‑ (in thousands) Trademarks 8 years $ 34,320 $ 13,454 $ 20,866 4.8 years Customer relationships 2 ‑ 12 years 214,428 55,810 158,618 8.7 years Developed technology 5 years 54,563 31,173 23,390 2.3 years Non‑competes 2 years 90 86 4 0.1 years Balance, December 31, 2020 $ 303,401 $ 100,523 $ 202,878 Trademarks 3 - 8 years $ 34,690 $ 16,683 $ 18,007 4.1 years Customer relationships 2 ‑ 12 years 249,483 70,239 179,244 8.5 years Developed technology 5 - 6.5 years 116,158 41,956 74,202 5.2 years Non‑competes 2 - 2.5 years 1,796 264 1,532 2.3 years Order backlog 2.5 years 3,744 379 3,365 2.3 years IPR&D Indefinite 400 — 400 Balance, September 30, 2021 $ 406,271 $ 129,521 $ 276,750 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The expected future amortization expense as of September 30, 2021 for intangible assets acquired in connection with the Wandera acquisition is as follows: Years ending December 31: 2021 (remaining three months) $ 3,725 2022 14,897 2023 14,897 2024 12,611 2025 12,544 Thereafter 39,652 Total amortization expense $ 98,326 |
Leases - (Tables)
Leases - (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to the Company’s operating leases is as follows: Leases Balance Sheet Classification September 30, 2021 (in thousands) Assets Operating lease assets Other assets $ 22,892 Liabilities Operating lease liabilities - current Accrued liabilities $ 5,367 Operating lease liabilities - non-current Other liabilities 21,442 Total operating lease liabilities $ 26,809 |
Components of Lease Expense | The components of lease expense were as follows: Three Months Ended Nine Months Ended (in thousands) Operating lease cost $ 1,541 $ 4,424 Short-term lease cost 83 187 Variable lease cost 508 1,388 Total lease expense $ 2,132 $ 5,999 |
Schedule of Operating Lease Liability | Maturities of the Company’s operating lease liabilities as of September 30, 2021 were as follows: Operating Leases (in thousands) Years ending December 31: 2021 (remaining three months) $ 1,599 2022 6,077 2023 5,681 2024 4,605 2025 2,519 Thereafter 9,482 Total lease payments 29,963 Less: imputed interest 3,154 Total present value of lease liabilities $ 26,809 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Interest Expense | The following table sets forth the interest expense related to the 2026 Notes: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) Contractual interest expense $ 18 $ — $ 18 $ — Amortization of issuance costs 95 — 95 — |
Net loss per share (Tables)
Net loss per share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 (1) 2021 2020 (1) (As Revised) (As Revised) (in thousands, except share and per share amounts) Numerator: Net loss $ (30,383) $ (5,388) $ (51,439) $ (15,718) Denominator: Weighted-average shares used to compute net loss per share, basic and diluted 118,640,565 113,203,074 117,983,463 106,333,836 Basic and diluted net loss per share $ (0.26) $ (0.05) $ (0.44) $ (0.15) (1) Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
Schedule of Potentially Dilutive Securities Excluded from the Computation of Diluted Weighted-Average Shares Outstanding | 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Stock options outstanding 5,707,634 7,727,158 5,707,634 7,727,158 Unvested restricted stock units 3,427,190 1,291,056 3,427,190 1,291,056 Shares related to the 2026 Notes 7,475,897 — 7,475,897 — Total potentially dilutive securities 16,610,721 9,018,214 16,610,721 9,018,214 |
Share-based compensation (Table
Share-based compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock-Option Activity | The table below summarizes return target options activity for the nine months ended September 30, 2021: Options Weighted‑ Weighted‑ Aggregate Outstanding, December 31, 2020 3,687,664 $ 6.75 7.8 $ 85,444 Granted — — — Exercised — — — Forfeitures — — — Outstanding, September 30, 2021 3,687,664 $ 6.75 7.0 $ 117,158 Options exercisable at September 30, 2021 — $ — — $ — Vested or expected to vest at September 30, 2021 — $ — — $ — The table below summarizes the service-based option activity for the nine months ended September 30, 2021: Options Weighted‑ Weighted‑ Aggregate Outstanding, December 31, 2020 3,546,826 $ 5.65 7.1 $ 86,098 Granted — — — Exercised (1,526,856) 5.61 44,082 Forfeitures — — — Outstanding, September 30, 2021 2,019,970 $ 5.67 6.3 $ 66,355 Options exercisable at September 30, 2021 1,533,479 $ 5.50 6.2 $ 50,633 Vested or expected to vest at September 30, 2021 2,019,970 $ 5.67 6.3 $ 66,355 |
Summary of Restricted Stock Units Stock Option Activity | Restricted stock unit (“RSU”) activity for the nine months ended September 30, 2021 is as follows: Units Per Unit Outstanding, December 31, 2020 1,293,107 $ 26.34 Granted 2,725,991 34.86 Vested (507,776) 30.32 Forfeited (84,132) 27.64 Outstanding, September 30, 2021 3,427,190 $ 32.49 |
Schedule of Stock Based Compensation | The Company recognized stock-based compensation expense as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) Cost of revenue: Subscription $ 1,716 $ 314 $ 2,384 $ 390 Services 229 62 381 62 Sales and marketing 4,833 675 6,763 897 Research and development 5,145 523 7,076 821 General and administrative 3,913 754 6,170 1,733 $ 15,836 $ 2,328 $ 22,774 $ 3,903 |
Basis of presentation and des_3
Basis of presentation and description of business - IPO (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 24, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |||
Business Acquisition [Line Items] | |||||||||
Proceeds from initial public offering, net of underwriting discounts and commissions | $ 0 | $ 326,316 | [1] | ||||||
Offering costs | $ 543 | 6,601 | [1] | ||||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Repayment of debt | $ 205,000 | 205,000 | |||||||
Accrued interest paid | 3,400 | ||||||||
Prepayment penalty | 2,000 | ||||||||
Write-off of debt issuance cost | $ 3,200 | ||||||||
Loss on debt extinguishment | $ 449 | $ 5,213 | [2] | $ 449 | 5,213 | [1] | |||
IPO | |||||||||
Business Acquisition [Line Items] | |||||||||
Issuance of common stock (shares) | 13,500,000 | ||||||||
Offering price (in dollars per share) | $ 26 | ||||||||
Proceeds from initial public offering, net of underwriting discounts and commissions | $ 319,000 | ||||||||
Underwriting discount and commissions | 24,700 | ||||||||
Offering costs | $ 7,300 | ||||||||
Issuance of common stock | [2] | 318,993 | 318,993 | ||||||
Private placement | |||||||||
Business Acquisition [Line Items] | |||||||||
Issuance of common stock (shares) | 85,880 | ||||||||
Issuance of common stock | $ 2,200 | $ 2,233 | [2] | $ 2,233 | [2] | ||||
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. | ||||||||
[2] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
Basis of presentation and des_4
Basis of presentation and description of business - Basis of Presentation and Revision Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Business Acquisition [Line Items] | ||||||||||
Revenue | $ 95,621 | $ 70,548 | [1] | $ 262,586 | $ 192,865 | [1] | ||||
Sales and marketing | 40,856 | 23,773 | [1] | 103,640 | 67,558 | [1] | ||||
Subscription | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Revenue | $ 90,700 | 65,634 | [1] | $ 245,900 | 178,438 | [1] | ||||
Adjustments | Error in Commissions Capitalized | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Sales and marketing | $ 800 | $ 2,500 | $ 2,000 | $ 1,800 | ||||||
Deferred contract costs | $ (800) | $ (2,500) | $ (2,000) | $ (1,800) | ||||||
Adjustments | Subscription | Classification of on Premise Subscription Revenue | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Revenue | $ 7,800 | $ 18,200 | ||||||||
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
Basis of presentation and des_5
Basis of presentation and description of business - Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | ||
Current assets: | ||||||||
Cash and cash equivalents | $ 227,148 | $ 194,868 | $ 177,457 | [1] | ||||
Trade accounts receivable, net of allowances | 69,486 | 69,056 | ||||||
Income taxes receivable | 652 | 632 | ||||||
Deferred contract costs | 11,673 | 8,284 | ||||||
Prepaid expenses | 18,677 | 13,283 | ||||||
Other current assets | 3,592 | 1,113 | ||||||
Total current assets | 331,228 | 287,236 | ||||||
Equipment and leasehold improvements, net | 17,529 | 15,130 | ||||||
Goodwill | 846,057 | $ 541,850 | 541,480 | 539,818 | $ 539,818 | $ 539,818 | ||
Other intangible assets, net | 276,750 | 202,878 | ||||||
Deferred contract costs, non-current | 27,830 | 22,202 | ||||||
Other assets | 30,685 | 5,359 | ||||||
Total assets | 1,530,079 | 1,074,285 | ||||||
Current liabilities: | ||||||||
Accounts payable | 12,717 | 6,967 | ||||||
Accrued liabilities | 98,598 | 31,916 | ||||||
Income taxes payable | 730 | 713 | ||||||
Deferred revenues | 211,029 | 160,002 | ||||||
Total current liabilities | 323,074 | 199,598 | ||||||
Deferred revenues, non-current | 59,338 | 45,507 | ||||||
Deferred tax liability, net | 11,455 | 5,087 | ||||||
Other liabilities | 27,969 | 13,079 | ||||||
Total liabilities | 783,310 | 263,271 | ||||||
Commitments and contingencies (Note 8) | ||||||||
Stockholders’ equity: | ||||||||
Preferred stock | 0 | 0 | ||||||
Common stock | 119 | 117 | ||||||
Additional paid‑in capital | 898,428 | 903,116 | ||||||
Accumulated deficit | (143,658) | (92,219) | ||||||
Total stockholders’ equity | [2] | 746,769 | $ 803,959 | 811,014 | 810,318 | 492,070 | 500,722 | |
Total liabilities and stockholders’ equity | $ 1,530,079 | 1,074,285 | ||||||
As Previously Reported | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 194,868 | |||||||
Trade accounts receivable, net of allowances | 69,056 | |||||||
Income taxes receivable | 632 | |||||||
Deferred contract costs | 9,959 | |||||||
Prepaid expenses | 13,283 | |||||||
Other current assets | 1,113 | |||||||
Total current assets | 288,911 | |||||||
Equipment and leasehold improvements, net | 12,755 | |||||||
Goodwill | 541,480 | |||||||
Other intangible assets, net | 202,878 | |||||||
Deferred contract costs, non-current | 26,770 | |||||||
Other assets | 5,359 | |||||||
Total assets | 1,078,153 | |||||||
Current liabilities: | ||||||||
Accounts payable | 6,967 | |||||||
Accrued liabilities | 31,574 | |||||||
Income taxes payable | 713 | |||||||
Deferred revenues | 160,443 | |||||||
Total current liabilities | 199,697 | |||||||
Deferred revenues, non-current | 45,507 | |||||||
Deferred tax liability, net | 6,422 | |||||||
Other liabilities | 11,046 | |||||||
Total liabilities | 262,672 | |||||||
Commitments and contingencies (Note 8) | ||||||||
Stockholders’ equity: | ||||||||
Preferred stock | 0 | |||||||
Common stock | 117 | |||||||
Additional paid‑in capital | 903,116 | |||||||
Accumulated deficit | (87,752) | |||||||
Total stockholders’ equity | 815,481 | 815,386 | 496,843 | 503,878 | ||||
Total liabilities and stockholders’ equity | 1,078,153 | |||||||
Adjustments | Commissions | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 0 | |||||||
Trade accounts receivable, net of allowances | 0 | |||||||
Income taxes receivable | 0 | |||||||
Deferred contract costs | (1,675) | |||||||
Prepaid expenses | 0 | |||||||
Other current assets | 0 | |||||||
Total current assets | (1,675) | |||||||
Equipment and leasehold improvements, net | 0 | |||||||
Goodwill | 0 | |||||||
Other intangible assets, net | 0 | |||||||
Deferred contract costs, non-current | (4,568) | |||||||
Other assets | 0 | |||||||
Total assets | (6,243) | |||||||
Current liabilities: | ||||||||
Accounts payable | 0 | |||||||
Accrued liabilities | 0 | |||||||
Income taxes payable | 0 | |||||||
Deferred revenues | 0 | |||||||
Total current liabilities | 0 | |||||||
Deferred revenues, non-current | 0 | |||||||
Deferred tax liability, net | (1,535) | |||||||
Other liabilities | 0 | |||||||
Total liabilities | (1,535) | |||||||
Commitments and contingencies (Note 8) | ||||||||
Stockholders’ equity: | ||||||||
Preferred stock | 0 | |||||||
Common stock | 0 | |||||||
Additional paid‑in capital | 0 | |||||||
Accumulated deficit | (4,708) | |||||||
Total stockholders’ equity | (4,708) | (4,122) | (3,753) | (2,830) | ||||
Total liabilities and stockholders’ equity | (6,243) | |||||||
Adjustments | Other | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 0 | |||||||
Trade accounts receivable, net of allowances | 0 | |||||||
Income taxes receivable | 0 | |||||||
Deferred contract costs | 0 | |||||||
Prepaid expenses | 0 | |||||||
Other current assets | 0 | |||||||
Total current assets | 0 | |||||||
Equipment and leasehold improvements, net | 2,375 | |||||||
Goodwill | 0 | |||||||
Other intangible assets, net | 0 | |||||||
Deferred contract costs, non-current | 0 | |||||||
Other assets | 0 | |||||||
Total assets | 2,375 | |||||||
Current liabilities: | ||||||||
Accounts payable | 0 | |||||||
Accrued liabilities | 342 | |||||||
Income taxes payable | 0 | |||||||
Deferred revenues | (441) | |||||||
Total current liabilities | (99) | |||||||
Deferred revenues, non-current | 0 | |||||||
Deferred tax liability, net | 200 | |||||||
Other liabilities | 2,033 | |||||||
Total liabilities | 2,134 | |||||||
Commitments and contingencies (Note 8) | ||||||||
Stockholders’ equity: | ||||||||
Preferred stock | 0 | |||||||
Common stock | 0 | |||||||
Additional paid‑in capital | 0 | |||||||
Accumulated deficit | 241 | |||||||
Total stockholders’ equity | 241 | $ (946) | $ (1,020) | $ (326) | ||||
Total liabilities and stockholders’ equity | $ 2,375 | |||||||
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. | |||||||
[2] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
Basis of presentation and des_6
Basis of presentation and description of business - Consolidated Statements of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |||||
Revenue: | ||||||||
Total revenue | $ 95,621 | $ 70,548 | [1] | $ 262,586 | $ 192,865 | [1] | ||
Cost of revenue: | ||||||||
Amortization expense | 5,198 | 2,679 | [1] | 10,835 | 8,034 | [1] | ||
Total cost of revenue | 26,470 | 15,158 | [1] | 63,068 | 43,801 | [1] | ||
Gross profit | 69,151 | 55,390 | [1] | 199,518 | 149,064 | [1] | ||
Operating expenses: | ||||||||
Sales and marketing | 40,856 | 23,773 | [1] | 103,640 | 67,558 | [1] | ||
Research and development | 25,608 | 12,757 | [1] | 58,437 | 37,344 | [1] | ||
General and administrative | 25,536 | 13,845 | [1] | 69,288 | 31,588 | [1] | ||
Amortization expense | 7,025 | 5,633 | [1] | 18,275 | 16,941 | [1] | ||
Total operating expenses | 99,025 | 56,008 | [1] | 249,640 | 153,431 | [1] | ||
Loss from operations | (29,874) | (618) | [1] | (50,122) | (4,367) | [1] | ||
Interest expense, net | (1,386) | (1,207) | [1] | (1,608) | (10,675) | [1] | ||
Loss on extinguishment of debt | (449) | (5,213) | [1] | (449) | (5,213) | [2] | ||
Foreign currency transaction loss | (269) | (154) | [1] | (795) | (471) | [1] | ||
Other income, net | 0 | 0 | [1] | 0 | 91 | [1] | ||
Loss before income tax benefit | (31,978) | (7,192) | [1] | (52,974) | (20,635) | [1] | ||
Income tax benefit | 1,595 | 1,804 | [1] | 1,535 | 4,917 | [1] | ||
Net loss | $ (30,383) | [1] | $ (5,388) | [1] | $ (51,439) | [1] | $ (15,718) | [2] |
Net loss per share, basic (in dollars per share) | $ (0.26) | $ (0.05) | [1] | $ (0.44) | $ (0.15) | [1] | ||
Net loss per share, diluted (in dollars per share) | $ (0.26) | $ (0.05) | [1] | $ (0.44) | $ (0.15) | [1] | ||
Weighted-average shares used to compute net loss per share, basic (in shares) | 118,640,565 | 113,203,074 | [1] | 117,983,463 | 106,333,836 | [1] | ||
Weighted-average shares used to compute net loss per share, diluted (in shares) | 118,640,565 | 113,203,074 | [1] | 117,983,463 | 106,333,836 | [1] | ||
Subscription | ||||||||
Revenue: | ||||||||
Total revenue | $ 90,700 | $ 65,634 | [1] | $ 245,900 | $ 178,438 | [1] | ||
Cost of revenue: | ||||||||
Cost of revenue | 18,317 | 10,032 | [1] | 44,206 | 28,020 | [1] | ||
Services | ||||||||
Revenue: | ||||||||
Total revenue | 4,083 | 3,897 | [1] | 12,015 | 10,616 | [1] | ||
Cost of revenue: | ||||||||
Cost of revenue | 2,955 | 2,447 | [1] | 8,027 | 7,747 | [1] | ||
License | ||||||||
Revenue: | ||||||||
Total revenue | $ 838 | 1,017 | [1] | $ 4,671 | 3,811 | [1] | ||
As Previously Reported | ||||||||
Revenue: | ||||||||
Total revenue | 70,404 | 193,025 | ||||||
Cost of revenue: | ||||||||
Amortization expense | 2,679 | 8,034 | ||||||
Total cost of revenue | 15,239 | 43,897 | ||||||
Gross profit | 55,165 | 149,128 | ||||||
Operating expenses: | ||||||||
Sales and marketing | 23,251 | 65,735 | ||||||
Research and development | 12,736 | 37,282 | ||||||
General and administrative | 13,921 | 31,813 | ||||||
Amortization expense | 5,633 | 16,941 | ||||||
Total operating expenses | 55,541 | 151,771 | ||||||
Loss from operations | (376) | (2,643) | ||||||
Interest expense, net | (1,207) | (10,675) | ||||||
Loss on extinguishment of debt | (5,213) | (5,213) | ||||||
Foreign currency transaction loss | (154) | (471) | ||||||
Other income, net | 91 | |||||||
Loss before income tax benefit | (6,950) | (18,911) | ||||||
Income tax benefit | 1,857 | 5,105 | ||||||
Net loss | $ (5,093) | $ (13,806) | ||||||
Net loss per share, basic (in dollars per share) | $ (0.04) | $ (0.13) | ||||||
Net loss per share, diluted (in dollars per share) | $ (0.04) | $ (0.13) | ||||||
Weighted-average shares used to compute net loss per share, basic (in shares) | 113,203,074 | 106,333,836 | ||||||
Weighted-average shares used to compute net loss per share, diluted (in shares) | 113,203,074 | 106,333,836 | ||||||
As Previously Reported | Subscription | ||||||||
Revenue: | ||||||||
Total revenue | $ 65,782 | $ 179,148 | ||||||
Cost of revenue: | ||||||||
Cost of revenue | 10,117 | 28,127 | ||||||
As Previously Reported | Services | ||||||||
Revenue: | ||||||||
Total revenue | 3,605 | 10,066 | ||||||
Cost of revenue: | ||||||||
Cost of revenue | 2,443 | 7,736 | ||||||
As Previously Reported | License | ||||||||
Revenue: | ||||||||
Total revenue | 1,017 | 3,811 | ||||||
Adjustments | Commissions | ||||||||
Revenue: | ||||||||
Total revenue | 0 | 0 | ||||||
Cost of revenue: | ||||||||
Amortization expense | 0 | 0 | ||||||
Total cost of revenue | 0 | 0 | ||||||
Gross profit | 0 | 0 | ||||||
Operating expenses: | ||||||||
Sales and marketing | 488 | 1,722 | ||||||
Research and development | 0 | 0 | ||||||
General and administrative | 0 | 0 | ||||||
Amortization expense | 0 | 0 | ||||||
Total operating expenses | 488 | 1,722 | ||||||
Loss from operations | (488) | (1,722) | ||||||
Interest expense, net | 0 | 0 | ||||||
Loss on extinguishment of debt | 0 | 0 | ||||||
Foreign currency transaction loss | 0 | 0 | ||||||
Other income, net | 0 | |||||||
Loss before income tax benefit | (488) | (1,722) | ||||||
Income tax benefit | 119 | 430 | ||||||
Net loss | (369) | (1,292) | ||||||
Adjustments | Commissions | Subscription | ||||||||
Revenue: | ||||||||
Total revenue | 0 | 0 | ||||||
Cost of revenue: | ||||||||
Cost of revenue | 0 | 0 | ||||||
Adjustments | Commissions | Services | ||||||||
Revenue: | ||||||||
Total revenue | 0 | 0 | ||||||
Cost of revenue: | ||||||||
Cost of revenue | 0 | 0 | ||||||
Adjustments | Commissions | License | ||||||||
Revenue: | ||||||||
Total revenue | 0 | 0 | ||||||
Adjustments | Other | ||||||||
Revenue: | ||||||||
Total revenue | 144 | (160) | ||||||
Cost of revenue: | ||||||||
Amortization expense | 0 | 0 | ||||||
Total cost of revenue | (81) | (96) | ||||||
Gross profit | 225 | (64) | ||||||
Operating expenses: | ||||||||
Sales and marketing | 34 | 101 | ||||||
Research and development | 21 | 62 | ||||||
General and administrative | (76) | (225) | ||||||
Amortization expense | 0 | 0 | ||||||
Total operating expenses | (21) | (62) | ||||||
Loss from operations | 246 | (2) | ||||||
Interest expense, net | 0 | 0 | ||||||
Loss on extinguishment of debt | 0 | 0 | ||||||
Foreign currency transaction loss | 0 | 0 | ||||||
Other income, net | 0 | |||||||
Loss before income tax benefit | 246 | (2) | ||||||
Income tax benefit | (172) | (618) | ||||||
Net loss | 74 | (620) | ||||||
Adjustments | Other | Subscription | ||||||||
Revenue: | ||||||||
Total revenue | (148) | (710) | ||||||
Cost of revenue: | ||||||||
Cost of revenue | (85) | (107) | ||||||
Adjustments | Other | Services | ||||||||
Revenue: | ||||||||
Total revenue | 292 | 550 | ||||||
Cost of revenue: | ||||||||
Cost of revenue | 4 | 11 | ||||||
Adjustments | Other | License | ||||||||
Revenue: | ||||||||
Total revenue | $ 0 | $ 0 | ||||||
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. | |||||||
[2] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
Basis of presentation and des_7
Basis of presentation and description of business - Consolidated Statements of Stockholders' Equity (Details) - USD ($) $ in Thousands | Jul. 24, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | [1] | $ 803,959 | $ 492,070 | $ 811,014 | $ 500,722 | |||||
Exercise of stock options | [1] | 1,507 | 82 | 8,570 | 185 | |||||
Share‑based compensation | [1] | 15,836 | 2,328 | 22,774 | 3,903 | |||||
Net loss | (30,383) | [1] | (5,388) | [1] | (51,439) | [1] | (15,718) | [2] | ||
Ending balance | [1] | $ 746,769 | 810,318 | $ 746,769 | 810,318 | |||||
IPO | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock (shares) | 13,500,000 | |||||||||
Issuance of common stock | [1] | 318,993 | 318,993 | |||||||
Private placement | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock (shares) | 85,880 | |||||||||
Issuance of common stock | $ 2,200 | $ 2,233 | [1] | $ 2,233 | [1] | |||||
Common Stock | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance (in shares) | 118,249,912 | 102,862,404 | 116,992,472 | 102,843,612 | ||||||
Beginning balance | $ 118 | $ 103 | $ 117 | $ 103 | ||||||
Exercise of stock options (in shares) | 269,416 | 15,000 | 1,526,856 | 33,792 | ||||||
Exercise of stock options | $ 1 | $ 2 | ||||||||
Ending balance (in shares) | 119,027,104 | 116,463,284 | 119,027,104 | 116,463,284 | ||||||
Ending balance | $ 119 | $ 117 | $ 119 | $ 117 | ||||||
Common Stock | IPO | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock (shares) | 13,500,000 | 13,500,000 | ||||||||
Issuance of common stock | $ 14 | $ 14 | ||||||||
Common Stock | Private placement | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock (shares) | 85,880 | 85,880 | ||||||||
Additional Paid‑In Capital | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | 917,116 | $ 570,434 | 903,116 | $ 568,756 | ||||||
Exercise of stock options | 1,506 | 82 | 8,568 | 185 | ||||||
Share‑based compensation | 15,836 | 2,328 | 22,774 | 3,903 | ||||||
Ending balance | 898,428 | 894,056 | 898,428 | 894,056 | ||||||
Additional Paid‑In Capital | IPO | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock | 318,979 | 318,979 | ||||||||
Additional Paid‑In Capital | Private placement | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock | 2,233 | 2,233 | ||||||||
Accumulated Deficit | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | [1] | (113,275) | (78,467) | (92,219) | (68,137) | |||||
Net loss | [1] | (30,383) | (5,388) | (51,439) | (15,718) | |||||
Ending balance | [1] | $ (143,658) | (83,855) | (143,658) | (83,855) | |||||
As Previously Reported | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | 496,843 | 815,481 | 503,878 | |||||||
Exercise of stock options | 82 | 185 | ||||||||
Share‑based compensation | 2,328 | 3,903 | ||||||||
Net loss | (5,093) | (13,806) | ||||||||
Ending balance | 815,386 | 815,386 | ||||||||
As Previously Reported | IPO | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock | 318,993 | 318,993 | ||||||||
As Previously Reported | Private placement | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock | $ 2,233 | $ 2,233 | ||||||||
As Previously Reported | Common Stock | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance (in shares) | 102,862,404 | 102,843,612 | ||||||||
Beginning balance | $ 103 | $ 103 | ||||||||
Exercise of stock options (in shares) | 15,000 | 33,792 | ||||||||
Ending balance (in shares) | 116,463,284 | 116,463,284 | ||||||||
Ending balance | $ 117 | $ 117 | ||||||||
As Previously Reported | Common Stock | IPO | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock (shares) | 13,500,000 | 13,500,000 | ||||||||
Issuance of common stock | $ 14 | $ 14 | ||||||||
As Previously Reported | Common Stock | Private placement | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock (shares) | 85,880 | 85,880 | ||||||||
As Previously Reported | Additional Paid‑In Capital | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | $ 570,434 | $ 568,756 | ||||||||
Exercise of stock options | 82 | 185 | ||||||||
Share‑based compensation | 2,328 | 3,903 | ||||||||
Ending balance | 894,056 | 894,056 | ||||||||
As Previously Reported | Additional Paid‑In Capital | IPO | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock | 318,979 | 318,979 | ||||||||
As Previously Reported | Additional Paid‑In Capital | Private placement | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock | 2,233 | 2,233 | ||||||||
As Previously Reported | Accumulated Deficit | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | (73,694) | (64,981) | ||||||||
Net loss | (5,093) | (13,806) | ||||||||
Ending balance | (78,787) | (78,787) | ||||||||
Adjustments | Commissions | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | (3,753) | (4,708) | (2,830) | |||||||
Exercise of stock options | 0 | 0 | ||||||||
Share‑based compensation | 0 | 0 | ||||||||
Net loss | (369) | (1,292) | ||||||||
Ending balance | (4,122) | (4,122) | ||||||||
Adjustments | Commissions | IPO | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock | 0 | 0 | ||||||||
Adjustments | Commissions | Private placement | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock | 0 | 0 | ||||||||
Adjustments | Other | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | (1,020) | $ 241 | (326) | |||||||
Exercise of stock options | 0 | 0 | ||||||||
Share‑based compensation | 0 | 0 | ||||||||
Net loss | 74 | (620) | ||||||||
Ending balance | (946) | (946) | ||||||||
Adjustments | Other | IPO | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock | 0 | 0 | ||||||||
Adjustments | Other | Private placement | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock | $ 0 | $ 0 | ||||||||
Adjustments | Common Stock | Commissions | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance (in shares) | 0 | 0 | ||||||||
Beginning balance | $ 0 | $ 0 | ||||||||
Ending balance (in shares) | 0 | 0 | ||||||||
Ending balance | $ 0 | $ 0 | ||||||||
Adjustments | Common Stock | Other | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance (in shares) | 0 | 0 | ||||||||
Beginning balance | $ 0 | $ 0 | ||||||||
Ending balance (in shares) | 0 | 0 | ||||||||
Ending balance | $ 0 | $ 0 | ||||||||
Adjustments | Additional Paid‑In Capital | Commissions | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | 0 | 0 | ||||||||
Ending balance | 0 | 0 | ||||||||
Adjustments | Additional Paid‑In Capital | Other | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | 0 | 0 | ||||||||
Ending balance | 0 | 0 | ||||||||
Adjustments | Accumulated Deficit | Commissions | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | (3,753) | (2,830) | ||||||||
Net loss | (369) | (1,292) | ||||||||
Ending balance | (4,122) | (4,122) | ||||||||
Adjustments | Accumulated Deficit | Other | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Beginning balance | (1,020) | (326) | ||||||||
Net loss | 74 | (620) | ||||||||
Ending balance | $ (946) | $ (946) | ||||||||
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. | |||||||||
[2] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
Basis of presentation and des_8
Basis of presentation and description of business - Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | Jul. 24, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||||
Cash flows from operating activities | |||||||||
Net loss | $ (30,383) | [1] | $ (5,388) | [1] | $ (51,439) | [1] | $ (15,718) | [2] | |
Adjustments to reconcile net loss to cash provided by operating activities: | |||||||||
Depreciation and amortization expense | 33,249 | 28,632 | [2] | ||||||
Amortization of deferred contract costs | 9,034 | 5,518 | [2] | ||||||
Amortization of debt issuance costs | 573 | 700 | [2] | ||||||
Non-cash lease expense | 3,705 | 0 | [2] | ||||||
Provision for bad debt expense and returns | (7) | 894 | [2] | ||||||
Gain on disposal of equipment and leasehold improvements | 0 | ||||||||
Loss on extinguishment of debt | 449 | 5,213 | [1] | 449 | 5,213 | [2] | |||
Share‑based compensation | 22,774 | 3,903 | [2] | ||||||
Deferred tax benefit | (2,568) | (5,169) | [2] | ||||||
Adjustment to contingent consideration | 4,837 | (3,100) | [2] | ||||||
Other | 1,144 | (277) | [2] | ||||||
Changes in operating assets and liabilities: | |||||||||
Trade accounts receivable | 3,184 | (18,274) | [2] | ||||||
Income tax receivable/payable | (107) | (183) | [2] | ||||||
Prepaid expenses and other assets | (8,129) | (4,200) | [2] | ||||||
Deferred contract costs | (18,052) | (13,970) | [2] | ||||||
Accounts payable | 5,020 | 2,987 | [2] | ||||||
Accrued liabilities | 1,644 | (4,207) | [2] | ||||||
Deferred revenue | 59,464 | 47,189 | [2] | ||||||
Other liabilities | 52 | 3,161 | [2] | ||||||
Net cash provided by operating activities | 64,827 | 33,099 | [2] | ||||||
Cash flows from investing activities | |||||||||
Acquisition, net of cash acquired | (352,711) | 0 | [2] | ||||||
Purchases of equipment and leasehold improvements | (7,261) | (1,836) | [2] | ||||||
Proceeds from sale of equipment and leasehold improvements | 35 | 0 | [2] | ||||||
Net cash used in investing activities | (359,937) | (1,836) | [2] | ||||||
Cash flows from financing activities | |||||||||
Payment of bank borrowings | $ (205,000) | (205,000) | |||||||
Debt issuance costs | (12,636) | (1,264) | [2] | ||||||
Payment of debt extinguishment costs | 0 | (2,050) | [2] | ||||||
Proceeds from initial public offering, net of underwriting discounts and commissions | 0 | 326,316 | [2] | ||||||
Cash paid for offering costs | (543) | (6,601) | [2] | ||||||
Proceeds from private placement | 0 | 2,233 | [2] | ||||||
Proceeds from the exercise of stock options | 8,570 | 185 | [2] | ||||||
Net cash provided by financing activities | 328,905 | 113,819 | [2] | ||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (865) | 0 | [2] | ||||||
Net increase in cash, cash equivalents and restricted cash | 32,930 | 145,082 | [2] | ||||||
Cash, cash equivalents and restricted cash, beginning of period | 194,868 | 32,375 | [2] | ||||||
Cash, cash equivalents and restricted cash, end of period | $ 227,798 | 177,457 | [2] | 227,798 | 177,457 | [2] | |||
Supplemental disclosures of cash flow information: | |||||||||
Interest | 944 | 12,647 | [2] | ||||||
Income taxes, net of refunds | $ 1,047 | 703 | [2] | ||||||
As Previously Reported | |||||||||
Cash flows from operating activities | |||||||||
Net loss | (5,093) | (13,806) | |||||||
Adjustments to reconcile net loss to cash provided by 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 | ||||||||
Gain on disposal of equipment and leasehold improvements | (23) | ||||||||
Loss on extinguishment of debt | 5,213 | 5,213 | |||||||
Share‑based compensation | 3,903 | ||||||||
Deferred tax benefit | (5,357) | ||||||||
Adjustment to contingent consideration | (3,100) | ||||||||
Other | 0 | ||||||||
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 | |||||||||
Payment of bank borrowings | (205,000) | ||||||||
Debt issuance costs | (1,264) | ||||||||
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 in cash, cash equivalents and restricted cash | 145,024 | ||||||||
Cash, cash equivalents and restricted cash, beginning of period | 32,433 | ||||||||
Cash, cash equivalents and restricted cash, end of period | 177,457 | 177,457 | |||||||
Supplemental disclosures of cash flow information: | |||||||||
Interest | 12,647 | ||||||||
Income taxes, net of refunds | 703 | ||||||||
Adjustments | Commissions | |||||||||
Cash flows from operating activities | |||||||||
Net loss | (369) | (1,292) | |||||||
Adjustments to reconcile net loss to cash provided by operating activities: | |||||||||
Depreciation and amortization expense | 0 | ||||||||
Amortization of deferred contract costs | (1,187) | ||||||||
Amortization of debt issuance costs | 0 | ||||||||
Provision for bad debt expense and returns | 0 | ||||||||
Gain on disposal of equipment and leasehold improvements | 0 | ||||||||
Loss on extinguishment of debt | 0 | 0 | |||||||
Share‑based compensation | 0 | ||||||||
Deferred tax benefit | (430) | ||||||||
Adjustment to contingent consideration | 0 | ||||||||
Other | 0 | ||||||||
Changes in operating assets and liabilities: | |||||||||
Trade accounts receivable | 0 | ||||||||
Income tax receivable/payable | 0 | ||||||||
Prepaid expenses and other assets | 0 | ||||||||
Deferred contract costs | 2,909 | ||||||||
Accounts payable | 0 | ||||||||
Accrued liabilities | 0 | ||||||||
Deferred revenue | 0 | ||||||||
Other liabilities | 0 | ||||||||
Net cash provided by operating activities | 0 | ||||||||
Cash flows from investing activities | |||||||||
Purchases of equipment and leasehold improvements | 0 | ||||||||
Net cash used in investing activities | 0 | ||||||||
Cash flows from financing activities | |||||||||
Payment of bank borrowings | 0 | ||||||||
Debt issuance costs | 0 | ||||||||
Payment of debt extinguishment costs | 0 | ||||||||
Proceeds from initial public offering, net of underwriting discounts and commissions | 0 | ||||||||
Cash paid for offering costs | 0 | ||||||||
Proceeds from private placement | 0 | ||||||||
Proceeds from the exercise of stock options | 0 | ||||||||
Net cash provided by financing activities | 0 | ||||||||
Net increase in cash, cash equivalents and restricted cash | 0 | ||||||||
Cash, cash equivalents and restricted cash, beginning of period | 0 | ||||||||
Cash, cash equivalents and restricted cash, end of period | 0 | 0 | |||||||
Supplemental disclosures of cash flow information: | |||||||||
Interest | 0 | ||||||||
Income taxes, net of refunds | 0 | ||||||||
Adjustments | Other | |||||||||
Cash flows from operating activities | |||||||||
Net loss | 74 | (620) | |||||||
Adjustments to reconcile net loss to cash provided by operating activities: | |||||||||
Depreciation and amortization expense | 254 | ||||||||
Amortization of deferred contract costs | 0 | ||||||||
Amortization of debt issuance costs | 0 | ||||||||
Provision for bad debt expense and returns | 0 | ||||||||
Gain on disposal of equipment and leasehold improvements | 23 | ||||||||
Loss on extinguishment of debt | 0 | 0 | |||||||
Share‑based compensation | 0 | ||||||||
Deferred tax benefit | 618 | ||||||||
Adjustment to contingent consideration | 0 | ||||||||
Other | (277) | ||||||||
Changes in operating assets and liabilities: | |||||||||
Trade accounts receivable | 58 | ||||||||
Income tax receivable/payable | 0 | ||||||||
Prepaid expenses and other assets | 499 | ||||||||
Deferred contract costs | 0 | ||||||||
Accounts payable | (158) | ||||||||
Accrued liabilities | 0 | ||||||||
Deferred revenue | (339) | ||||||||
Other liabilities | 0 | ||||||||
Net cash provided by operating activities | 58 | ||||||||
Cash flows from investing activities | |||||||||
Purchases of equipment and leasehold improvements | 0 | ||||||||
Net cash used in investing activities | 0 | ||||||||
Cash flows from financing activities | |||||||||
Payment of bank borrowings | 0 | ||||||||
Debt issuance costs | 0 | ||||||||
Payment of debt extinguishment costs | 0 | ||||||||
Proceeds from initial public offering, net of underwriting discounts and commissions | 0 | ||||||||
Cash paid for offering costs | 0 | ||||||||
Proceeds from private placement | 0 | ||||||||
Proceeds from the exercise of stock options | 0 | ||||||||
Net cash provided by financing activities | 0 | ||||||||
Net increase in cash, cash equivalents and restricted cash | 58 | ||||||||
Cash, cash equivalents and restricted cash, beginning of period | (58) | ||||||||
Cash, cash equivalents and restricted cash, end of period | $ 0 | 0 | |||||||
Supplemental disclosures of cash flow information: | |||||||||
Interest | 0 | ||||||||
Income taxes, net of refunds | $ 0 | ||||||||
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. | ||||||||
[2] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
Basis of presentation and des_9
Basis of presentation and description of business - Segment and Geographic Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | |||
Disaggregation of Revenue [Line Items] | ||||||
Number of operating segment | segment | 1 | |||||
Number of reportable segment | segment | 1 | |||||
Revenue | $ 95,621 | $ 70,548 | [1] | $ 262,586 | $ 192,865 | [1] |
The Americas | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 69,865 | 54,707 | 195,408 | 149,723 | ||
Europe, the Middle East, India, and Africa | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 19,543 | 11,786 | 49,721 | 32,347 | ||
Asia Pacific | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 6,213 | $ 4,055 | $ 17,457 | $ 10,795 | ||
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
Summary of significant accoun_4
Summary of significant accounting policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 95,621 | $ 70,548 | [1] | $ 262,586 | $ 192,865 | [1] |
Subscription | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 90,700 | 65,634 | [1] | 245,900 | 178,438 | [1] |
SaaS subscription and support and maintenance | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 83,775 | 57,785 | 222,672 | 160,279 | ||
On‑premise subscription | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 6,925 | 7,849 | 23,228 | 18,159 | ||
Non‑subscription revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 4,921 | 4,914 | 16,686 | 14,427 | ||
Professional services | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 4,083 | 3,897 | [1] | 12,015 | 10,616 | [1] |
Perpetual licenses | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 838 | $ 1,017 | [1] | $ 4,671 | $ 3,811 | [1] |
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
Summary of significant accoun_5
Summary of significant accounting policies - Contract Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||||
Contract with customer, asset | $ 1,700 | $ 1,700 | $ 900 | ||
Contract With Customer, Liability [Roll Forward] | |||||
Balance, beginning of the period | 238,457 | $ 157,282 | 205,509 | $ 140,449 | |
Acquisitions | 5,200 | 0 | 5,200 | 0 | |
Revenue earned | (71,574) | (49,823) | (144,038) | (115,784) | |
Deferral of revenue | 98,284 | 80,179 | 203,696 | 162,973 | |
Balance, end of the period | $ 270,367 | $ 187,638 | $ 270,367 | $ 187,638 |
Summary of significant accoun_6
Summary of significant accounting policies - Remaining Performance Obligations (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, amount | $ 310.3 | $ 224.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percent | 81.00% | |
Remaining performance obligation, period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percent | 80.00% | |
Remaining performance obligation, period | 3 years |
Summary of significant accoun_7
Summary of significant accounting policies - Deferred Contract Costs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | |||||
Total amortization of contract costs | $ 3,100,000 | $ 2,000,000 | $ 9,000,000 | $ 5,500,000 | |
Impairment losses | 0 | $ 0 | 0 | $ 0 | |
Trade accounts receivable, net of allowances | 69,486,000 | 69,486,000 | $ 69,056,000 | ||
Accounts Receivable | Credit Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Trade accounts receivable, net of allowances | $ 10,800,000 | $ 10,800,000 | |||
Accounts Receivable | Credit Concentration Risk | Two Distributors | |||||
Concentration Risk [Line Items] | |||||
Trade accounts receivable, net of allowances | $ 19,800,000 |
Summary of significant accoun_8
Summary of significant accounting policies - Recent Pronouncements (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jan. 01, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease assets | $ 22,892 | |
Operating lease liabilities - non-current | $ 21,442 | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease assets | $ 25,000 | |
Operating lease liabilities - non-current | $ 28,600 |
Financial instruments fair va_3
Financial instruments fair value (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | $ 153,026 | $ 125,000 |
Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 153,026 | 100,000 |
U.S. Treasuries | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 25,000 | |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 153,026 | 125,000 |
Level 1 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 153,026 | 100,000 |
Level 1 | U.S. Treasuries | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 25,000 | |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | 0 |
Level 2 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | 0 |
Level 2 | U.S. Treasuries | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | 0 |
Level 3 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | $ 0 | 0 |
Level 3 | U.S. Treasuries | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | $ 0 |
Acquisitions - Wandera (Details
Acquisitions - Wandera (Details) - USD ($) $ in Thousands | Dec. 15, 2021 | Oct. 01, 2021 | Jul. 01, 2021 | Dec. 15, 2021 | Sep. 30, 2021 | Dec. 15, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | [1] |
Business Acquisition [Line Items] | |||||||||
Restricted cash included in other current assets | $ 650 | $ 650 | $ 0 | ||||||
Wandera Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Voting interest | 100.00% | ||||||||
Cash consideration | $ 359,300 | ||||||||
Restricted cash included in other current assets | $ 700 | ||||||||
Revenues | 5,100 | ||||||||
Net loss | (8,300) | ||||||||
Acquisition-related expenses | $ 2,459 | $ 4,648 | |||||||
Wandera Inc. | Forecast | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration | $ 25,000 | $ 25,000 | $ 50,000 | $ 409,300 | |||||
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
Acquisitions - Acquisition-rela
Acquisitions - Acquisition-related Costs (Details) - Wandera Inc. - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||
Acquisition-related costs | $ 2,459 | $ 4,648 |
Cost of revenues | Subscription | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Acquisition-related costs | 17 | 17 |
Sales and marketing | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Acquisition-related costs | 34 | 34 |
Research and development | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Acquisition-related costs | 549 | 590 |
General and administrative | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Acquisition-related costs | $ 1,859 | $ 4,007 |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquisitions (Details) - USD ($) $ in Thousands | Jul. 01, 2021 | Feb. 26, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Liabilities assumed: | ||||||||
Goodwill | $ 846,057 | $ 541,850 | $ 541,480 | $ 539,818 | $ 539,818 | $ 539,818 | ||
Wandera Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 359,300 | |||||||
Assets acquired: | ||||||||
Cash and cash equivalents | 9,605 | |||||||
Trade accounts receivable, net | 3,882 | |||||||
Prepaid expenses | 900 | |||||||
Equipment and leasehold improvements, net | 58 | |||||||
Intangible assets acquired | 102,050 | |||||||
Operating lease assets | 1,474 | |||||||
Deferred tax asset | 849 | |||||||
Liabilities assumed: | ||||||||
Accounts payable | 788 | |||||||
Accrued liabilities | 3,464 | |||||||
Income taxes payable | 94 | |||||||
Deferred revenue | 5,200 | |||||||
Operating lease liabilities | 1,474 | |||||||
Deferred tax liability | 9,356 | |||||||
Goodwill | 310,833 | |||||||
Total purchase consideration | $ 409,275 | |||||||
cmdReporter | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 3,041 | |||||||
Deferred/contingent consideration | 359 | |||||||
Final aggregate purchase price | 3,400 | |||||||
Intangible assets acquired: | ||||||||
Developed technology | 2,630 | |||||||
IPR&D | 400 | |||||||
Liabilities assumed: | ||||||||
Goodwill | 370 | |||||||
Total purchase consideration | $ 3,400 |
Acquisitions - Acquired Intangi
Acquisitions - Acquired Intangible Assets (Details) - Wandera Inc. $ in Thousands | Jul. 01, 2021USD ($) |
Business Acquisition [Line Items] | |
Gross Value | $ 102,050 |
Developed technology | |
Business Acquisition [Line Items] | |
Useful Life | 6 years 6 months |
Gross Value | $ 60,500 |
Customer relationships | |
Business Acquisition [Line Items] | |
Useful Life | 11 years |
Gross Value | $ 35,600 |
Order backlog | |
Business Acquisition [Line Items] | |
Useful Life | 2 years 6 months |
Gross Value | $ 3,800 |
Non‑competes | |
Business Acquisition [Line Items] | |
Useful Life | 2 years 6 months |
Gross Value | $ 1,750 |
Trademarks | |
Business Acquisition [Line Items] | |
Useful Life | 3 years |
Gross Value | $ 400 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Wandera Inc. - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Revenues | $ 95,621 | $ 75,104 | $ 274,194 | $ 206,943 |
Net loss | $ (28,537) | $ (10,061) | $ (61,237) | $ (31,451) |
Acquisitions - cmdReporter (Det
Acquisitions - cmdReporter (Details) - USD ($) $ in Thousands | Feb. 26, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | [1] |
Business Acquisition [Line Items] | ||||||
Increase (decrease) in fair value of contingent consideration | $ 4,837 | $ (3,100) | ||||
cmdReporter | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred | $ 3,400 | |||||
Contingent consideration, liability | $ 400 | $ 0 | 0 | |||
Measurement period | 90 days | |||||
Contingent consideration earned | 300 | 300 | ||||
Increase (decrease) in fair value of contingent consideration | $ (100) | |||||
Acquisition-related expenses | $ 0 | $ 100 | ||||
cmdReporter | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Weighted-average economic life of intangible assets acquired | 5 years | |||||
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
Acquisitions - Digita Security
Acquisitions - Digita Security LLC (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | [1] | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||||||
Cash payment for contingent consideration | $ 4,206 | $ 0 | |||||
Increase (decrease) in fair value of contingent consideration | 4,837 | $ (3,100) | |||||
Digita Security LLC | |||||||
Business Acquisition [Line Items] | |||||||
Maximum contingent consideration | $ 15,000 | ||||||
Cash payment for contingent consideration | $ 4,200 | ||||||
Increase (decrease) in fair value of contingent consideration | $ 600 | 4,900 | |||||
Contingent consideration recognized | 8,900 | 8,900 | $ 8,200 | ||||
Digita Security LLC | Accrued Liabilities | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration recognized | 4,500 | 4,500 | |||||
Digita Security LLC | Other Liabilities | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration recognized | $ 4,400 | $ 4,400 | |||||
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
Goodwill and other intangible_3
Goodwill and other intangible assets - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill [Roll Forward] | ||||
Goodwill, beginning of period | $ 541,850 | $ 539,818 | $ 541,480 | $ 539,818 |
Goodwill acquired | 310,833 | 0 | 311,203 | 0 |
Foreign currency translation adjustment | (6,626) | 0 | (6,626) | 0 |
Goodwill, end of period | $ 846,057 | $ 539,818 | $ 846,057 | $ 539,818 |
Goodwill and other intangible_4
Goodwill and other intangible assets - Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Value | $ 303,401,000 | ||||
Accumulated Amortization (in thousands) | $ 129,521,000 | $ 129,521,000 | 100,523,000 | ||
Net Carrying Value | 202,878,000 | ||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Gross Value | 406,271,000 | 406,271,000 | |||
Net Carrying Value | 276,750,000 | 276,750,000 | $ 202,878,000 | ||
Amortization expense | 12,200,000 | $ 8,300,000 | 29,100,000 | $ 25,000,000 | |
Goodwill and Intangible Asset Impairment | 0 | $ 0 | 0 | $ 0 | |
IPR&D | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Indefinite-Lived Intangible Assets | 400,000 | 400,000 | |||
Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 8 years | ||||
Gross Value | 34,690,000 | 34,690,000 | $ 34,320,000 | ||
Accumulated Amortization (in thousands) | 16,683,000 | 16,683,000 | 13,454,000 | ||
Net Carrying Value | 18,007,000 | $ 18,007,000 | $ 20,866,000 | ||
Weighted‑ Average Remaining Useful Life | 4 years 1 month 6 days | 4 years 9 months 18 days | |||
Trademarks | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 3 years | ||||
Trademarks | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 8 years | ||||
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Value | 249,483,000 | $ 249,483,000 | $ 214,428,000 | ||
Accumulated Amortization (in thousands) | 70,239,000 | 70,239,000 | 55,810,000 | ||
Net Carrying Value | 179,244,000 | $ 179,244,000 | $ 158,618,000 | ||
Weighted‑ Average Remaining Useful Life | 8 years 6 months | 8 years 8 months 12 days | |||
Customer relationships | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 2 years | 2 years | |||
Customer relationships | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 12 years | 12 years | |||
Developed technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 5 years | ||||
Gross Value | 116,158,000 | $ 116,158,000 | $ 54,563,000 | ||
Accumulated Amortization (in thousands) | 41,956,000 | 41,956,000 | 31,173,000 | ||
Net Carrying Value | 74,202,000 | $ 74,202,000 | $ 23,390,000 | ||
Weighted‑ Average Remaining Useful Life | 5 years 2 months 12 days | 2 years 3 months 18 days | |||
Developed technology | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 5 years | ||||
Developed technology | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 6 years 6 months | ||||
Non‑competes | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 2 years | ||||
Gross Value | 1,796,000 | $ 1,796,000 | $ 90,000 | ||
Accumulated Amortization (in thousands) | 264,000 | 264,000 | 86,000 | ||
Net Carrying Value | 1,532,000 | $ 1,532,000 | $ 4,000 | ||
Weighted‑ Average Remaining Useful Life | 2 years 3 months 18 days | 1 month 6 days | |||
Non‑competes | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 2 years | ||||
Non‑competes | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 2 years 6 months | ||||
Order backlog | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 2 years 6 months | ||||
Gross Value | 3,744,000 | $ 3,744,000 | |||
Accumulated Amortization (in thousands) | 379,000 | 379,000 | |||
Net Carrying Value | $ 3,365,000 | $ 3,365,000 | |||
Weighted‑ Average Remaining Useful Life | 2 years 3 months 18 days |
Goodwill and other intangible_5
Goodwill and other intangible assets - Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Net Carrying Value | $ 202,878 | |
Wandera Inc. | ||
Finite-Lived Intangible Assets [Line Items] | ||
2021 (remaining three months) | $ 3,725 | |
2022 | 14,897 | |
2023 | 14,897 | |
2024 | 12,611 | |
2025 | 12,544 | |
Thereafter | 39,652 | |
Net Carrying Value | $ 98,326 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lessee, Lease, Description [Line Items] | ||||
Lessee, operating lease, renewal term (up to) | 10 years | 10 years | ||
Lessee, finance lease, term of contract | 4 years | 4 years | ||
Operating lease, weighted average remaining lease term | 6 years | 6 years | ||
Operating lease, weighted average discount rate, percent | 3.50% | 3.50% | ||
Operating lease cost | $ 1,541 | $ 1,200 | $ 4,424 | $ 3,700 |
Operating lease, payments | 4,300 | |||
Affiliated Entity | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease cost | $ 300 | $ 300 | $ 800 | $ 800 |
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee, operating lease, term of contract | 1 year | 1 year | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee, operating lease, term of contract | 9 years | 9 years |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Assets | |
Operating lease assets | $ 22,892 |
Operating lease, right-of-use asset, statement of financial position | Other assets |
Liabilities | |
Operating lease liabilities - current | $ 5,367 |
Operating lease liabilities - non-current | 21,442 |
Total operating lease liabilities | $ 26,809 |
Operating lease, liability, current, statement of financial position | Accrued liabilities |
Operating lease, liability, noncurrent, statement of financial position | Other liabilities |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 1,541 | $ 1,200 | $ 4,424 | $ 3,700 |
Short-term lease cost | 83 | 187 | ||
Variable lease cost | 508 | 1,388 | ||
Total lease expense | $ 2,132 | $ 5,999 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Leases [Abstract] | |
2021 (remaining three months) | $ 1,599 |
2022 | 6,077 |
2023 | 5,681 |
2024 | 4,605 |
2025 | 2,519 |
Thereafter | 9,482 |
Total lease payments | 29,963 |
Less: imputed interest | 3,154 |
Total present value of lease liabilities | $ 26,809 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, shares in Millions | Sep. 17, 2021USD ($)d$ / sharesshares | Jul. 01, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Jul. 27, 2020USD ($) | Jul. 26, 2020USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Payment for purchase of capped calls | $ 36,000,000 | $ 36,030,000 | $ 0 | [1] | ||||||
Debt issuance costs | 12,636,000 | 1,264,000 | [1] | |||||||
Payment of debt extinguishment costs | $ 0 | 2,050,000 | [1] | |||||||
Call Option | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Strike price (in dollars per share) | $ / shares | $ 49.99 | |||||||||
Initial cap price (in dollars per share) | $ / shares | $ 71.42 | |||||||||
Shares covered (in shares) | shares | 7.5 | |||||||||
Payment for capped calls | $ 36,000,000 | |||||||||
Convertible Debt | Convertible Senior Notes Due 2026 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 373,800,000 | |||||||||
Interest rate | 0.125% | |||||||||
Proceeds from offering | $ 361,400,000 | |||||||||
Number of trading days | d | 20 | |||||||||
Number of consecutive trading days | d | 30 | |||||||||
Threshold percentage of stock price | 130.00% | |||||||||
Conversion ratio | 0.0200024 | |||||||||
Conversion price (in dollars per share) | $ / shares | $ 49.99 | |||||||||
Premium percentage of stock price | 40.00% | |||||||||
Redemption price percentage | 100.00% | |||||||||
Redemption threshold amount | $ 50,000,000 | |||||||||
Fundamental change, threshold percentage | 100.00% | |||||||||
Debt issuance costs | $ 12,400,000 | |||||||||
Effective interest rate | 0.81% | 0.81% | ||||||||
Debt issuances costs capitalized | $ 12,300,000 | $ 12,300,000 | ||||||||
Debt outstanding | 361,500,000 | 361,500,000 | ||||||||
Convertible Debt | Convertible Senior Notes Due 2026 | Circumstance One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of trading days | d | 20 | |||||||||
Number of consecutive trading days | d | 30 | |||||||||
Threshold percentage of stock price | 130.00% | |||||||||
Convertible Debt | Convertible Senior Notes Due 2026 | Circumstance Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of trading days | d | 5 | |||||||||
Number of consecutive trading days | d | 10 | |||||||||
Threshold percentage of stock price | 98.00% | |||||||||
Convertible Debt | Convertible Senior Notes Due 2026 | Level 2 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Fair value of debt | 389,000,000 | 389,000,000 | ||||||||
Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs in other assets | 1,000,000 | 1,000,000 | $ 1,100,000 | |||||||
Revolving Credit Facility | 364-Day Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds to repay debt | $ 250,000,000 | |||||||||
Debt term | 364 days | |||||||||
Principal amount | $ 250,000,000 | |||||||||
Payment of debt extinguishment costs | $ 400,000 | |||||||||
Debt issuance costs | $ 700,000 | |||||||||
Revolving Credit Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 150,000,000 | $ 15,000,000 | ||||||||
Debt issuance costs | $ 1,300,000 | |||||||||
Letter of Credit | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | 25,000,000 | |||||||||
Debt outstanding | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||
Foreign Line of Credit | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | 50,000,000 | |||||||||
Term Loan | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 205,000,000 | |||||||||
Minimum | Term Loan | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity per incremental loan | $ 5,000,000 | |||||||||
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Debt Instrument [Line Items] | |||||
Amortization of issuance costs | $ 573 | $ 700 | [1] | ||
Convertible Debt | Convertible Senior Notes Due 2026 | |||||
Debt Instrument [Line Items] | |||||
Contractual interest expense | $ 18 | $ 0 | 18 | 0 | |
Amortization of issuance costs | $ 95 | $ 0 | $ 95 | $ 0 | |
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
Commitments and contingencies (
Commitments and contingencies (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Material liabilities for contingencies | $ 4,200,000 | $ 0 |
Estimated loss | $ 2,300,000 |
Net loss per share - Schedule o
Net loss per share - Schedule of Computation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | [1] | Sep. 30, 2021 | Sep. 30, 2020 | ||||
Numerator: | ||||||||
Net loss | $ (30,383) | [1] | $ (5,388) | $ (51,439) | [1] | $ (15,718) | [2] | |
Denominator: | ||||||||
Weighted-average shares used to compute net loss per share, basic (in shares) | 118,640,565 | 113,203,074 | 117,983,463 | 106,333,836 | [1] | |||
Weighted-average shares used to compute net loss per share, diluted (in shares) | 118,640,565 | 113,203,074 | 117,983,463 | 106,333,836 | [1] | |||
Basic net loss per share (in dollars per share) | $ (0.26) | $ (0.05) | $ (0.44) | $ (0.15) | [1] | |||
Diluted net loss per share (in dollars per share) | $ (0.26) | $ (0.05) | $ (0.44) | $ (0.15) | [1] | |||
[1] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. | |||||||
[2] | Certain prior period amounts have been revised to correct immaterial errors. See Note 1 for more information. |
Net loss per share - Antidiluti
Net loss per share - Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities (in shares) | 16,610,721 | 9,018,214 | 16,610,721 | 9,018,214 |
Stock options outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities (in shares) | 5,707,634 | 7,727,158 | 5,707,634 | 7,727,158 |
Unvested restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities (in shares) | 3,427,190 | 1,291,056 | 3,427,190 | 1,291,056 |
Shares related to the 2026 Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities (in shares) | 7,475,897 | 0 | 7,475,897 | 0 |
Share-based compensation - Narr
Share-based compensation - Narrative (Details) - shares | Jul. 21, 2020 | Sep. 30, 2021 | Jan. 01, 2021 | Nov. 13, 2017 |
Omnibus Incentive Plan 2020 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate number of shares of common stock to be issued (in shares) | 14,800,000 | 19,479,699 | ||
Share based compensation, number of shares reserved for issuance, period of increases | 10 years | |||
Share based compensation, increase in shares reserved for issuance, minimum percentage increase | 4.00% | |||
Common stock reserved for additional grants under the plan (in shares) | 15,544,733 | |||
Stock Option Plan 2017 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate number of shares of common stock to be issued (in shares) | 8,470,000 | |||
Common stock reserved for additional grants under the plan (in shares) | 128,928 | |||
Awards granted (in shares) | 0 |
Share-based compensation - Opti
Share-based compensation - Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Target-based stock options | ||
Options | ||
Outstanding, beginning of period (in shares) | shares | 3,687,664 | |
Granted (in shares) | shares | 0 | |
Exercised (in shares) | shares | 0 | |
Forfeitures (in shares) | shares | 0 | |
Outstanding, end of period (in shares) | shares | 3,687,664 | 3,687,664 |
Options exercisable (in shares) | shares | 0 | |
Vested or expected to vest (in shares) | shares | 0 | |
Weighted‑ Average Exercise Price | ||
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 6.75 | |
Granted (in dollars per share) | $ / shares | 0 | |
Exercised (in dollars per share) | $ / shares | 0 | |
Forfeitures (in dollars per share) | $ / shares | 0 | |
Outstanding, end of period (in dollars per share) | $ / shares | 6.75 | $ 6.75 |
Options exercisable (in dollars per share) | $ / shares | 0 | |
Vested or expected to vest (in dollars per share) | $ / shares | $ 0 | |
Weighted‑ Average Remaining Contractual Term (Years) | ||
Remaining term, options outstanding | 7 years | 7 years 9 months 18 days |
Remaining term, options exercisable | 0 years | |
Remaining term, options vested or expected to vest | 0 years | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ | $ 117,158 | $ 85,444 |
Exercised | $ | 0 | |
Options exercisable | $ | 0 | |
Vested or expected to vest | $ | 0 | |
Unrecognized compensation expense | ||
Unrecognized compensation expense | $ | $ 33,000 | |
Service-based stock option | ||
Options | ||
Outstanding, beginning of period (in shares) | shares | 3,546,826 | |
Granted (in shares) | shares | 0 | |
Exercised (in shares) | shares | (1,526,856) | |
Forfeitures (in shares) | shares | 0 | |
Outstanding, end of period (in shares) | shares | 2,019,970 | 3,546,826 |
Options exercisable (in shares) | shares | 1,533,479 | |
Vested or expected to vest (in shares) | shares | 2,019,970 | |
Weighted‑ Average Exercise Price | ||
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 5.65 | |
Granted (in dollars per share) | $ / shares | 0 | |
Exercised (in dollars per share) | $ / shares | 5.61 | |
Forfeitures (in dollars per share) | $ / shares | 0 | |
Outstanding, end of period (in dollars per share) | $ / shares | 5.67 | $ 5.65 |
Options exercisable (in dollars per share) | $ / shares | 5.50 | |
Vested or expected to vest (in dollars per share) | $ / shares | $ 5.67 | |
Weighted‑ Average Remaining Contractual Term (Years) | ||
Remaining term, options outstanding | 6 years 3 months 18 days | 7 years 1 month 6 days |
Remaining term, options exercisable | 6 years 2 months 12 days | |
Remaining term, options vested or expected to vest | 6 years 3 months 18 days | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ | $ 66,355 | $ 86,098 |
Exercised | $ | 44,082 | |
Options exercisable | $ | 50,633 | |
Vested or expected to vest | $ | 66,355 | |
Unrecognized compensation expense | ||
Unrecognized compensation expense | $ | 1,400 | |
Total fair value, options vested in period | $ | $ 2,000 | |
Weighted average period over which unrecognized compensation expense would be recognized | 1 year 6 months |
Share-based compensation - Rest
Share-based compensation - Restricted Stock Units (Details) - Unvested restricted stock units $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | |
Units | ||
Outstanding, beginning of period (in shares) | shares | 1,293,107 | |
Granted (in shares) | shares | 413,234 | 2,725,991 |
Vested (in shares) | shares | (507,776) | |
Forfeited (in shares) | shares | (84,132) | |
Outstanding, end of period (in shares) | shares | 3,427,190 | 3,427,190 |
Per Unit Fair Value | ||
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 26.34 | |
Granted (in dollars per share) | $ / shares | 34.86 | |
Vested (in dollars per share) | $ / shares | 30.32 | |
Forfeited (in dollars per share) | $ / shares | 27.64 | |
Outstanding, end of period (in dollars per share) | $ / shares | $ 32.49 | $ 32.49 |
Vesting period | 1 year | 4 years |
Unrecognized compensation expense | $ | $ 102.2 | $ 102.2 |
Weighted average period over which unrecognized compensation expense would be recognized | 3 years 3 months 18 days | |
Tranche one | ||
Per Unit Fair Value | ||
Vesting period | 1 year | |
Percentage of RSUs that vest | 50.00% | 100.00% |
Share-based compensation - Shar
Share-based compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 15,836 | $ 2,328 | $ 22,774 | $ 3,903 |
Cost of revenues | Subscription | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 1,716 | 314 | 2,384 | 390 |
Cost of revenues | Services | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 229 | 62 | 381 | 62 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 4,833 | 675 | 6,763 | 897 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 5,145 | 523 | 7,076 | 821 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 3,913 | $ 754 | $ 6,170 | $ 1,733 |
Long-term incentive plan (Detai
Long-term incentive plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Threshold cash return on investment upon termination event to determine vesting of performance shares | $ 1,515,000 | ||||
Share-based compensation expense | $ 15,836 | $ 2,328 | $ 22,774 | $ 3,903 | |
Unvested restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | 4 years | |||
Granted (in shares) | 413,234 | 2,725,991 | |||
Share-based compensation expense | $ 8,000 | $ 8,000 | |||
Unvested restricted stock units | Tranche one | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of RSUs that vest | 50.00% | 100.00% | |||
Vesting period | 1 year | ||||
Unvested restricted stock units | Tranche two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of RSUs that vest | 50.00% |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate (as a percent) | 5.00% | 25.10% | 2.90% | 23.80% |
Discrete income tax expense (benefit) | $ (0.1) | |||
Annual effective tax rate | 0.028 | 0.211 |
Related-party transactions (Det
Related-party transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jul. 27, 2020 | Jul. 26, 2020 | |
Term Loan | Line of Credit | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity | $ 205,000,000 | ||||||
Revolving Credit Facility | Line of Credit | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity | $ 150,000,000 | $ 15,000,000 | |||||
Affiliated Entity | JAMF Nation Global Foundation | |||||||
Related Party Transaction [Line Items] | |||||||
Amount of pledges to JAMF Nation Global Foundation | $ 200,000 | $ 0 | $ 500,000 | $ 0 | |||
Accrued expenses to JAMF Nation Global Foundation | 700,000 | 700,000 | $ 900,000 | ||||
Majority Shareholder | Vista | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses incurred for related party transactions | 100,000 | 100,000 | 100,000 | 300,000 | |||
Accounts payable to related parties | 100,000 | 100,000 | 100,000 | ||||
Majority Shareholder | Vista Affiliates | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses incurred for related party transactions | 300,000 | 200,000 | 800,000 | 500,000 | |||
Accounts payable to related parties | 100,000 | 100,000 | 100,000 | ||||
Revenue from arrangement with related party | 200,000 | 200,000 | 700,000 | 800,000 | |||
Accounts receivable from related party | $ 100,000 | $ 100,000 | $ 300,000 | ||||
Majority Shareholder | Vista Affiliates | Term Loan | |||||||
Related Party Transaction [Line Items] | |||||||
Interest paid on term loan | $ 500,000 | $ 2,100,000 |