Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39399 | |
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, $0.001 par value per share | |
Trading Symbol | JAMF | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 119,828,395 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001721947 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 164,595 | $ 177,150 |
Trade accounts receivable, net of allowances of $492 and $391 at March 31, 2022 and December 31, 2021, respectively | 81,121 | 79,143 |
Income taxes receivable | 287 | 608 |
Deferred contract costs | 14,142 | 12,904 |
Prepaid expenses | 19,616 | 17,581 |
Other current assets | 4,318 | 4,212 |
Total current assets | 284,079 | 291,598 |
Equipment and leasehold improvements, net | 18,237 | 18,045 |
Goodwill | 841,984 | 845,734 |
Other intangible assets, net | 251,072 | 264,593 |
Deferred contract costs, non-current | 31,793 | 29,842 |
Other assets | 39,159 | 30,608 |
Total assets | 1,466,324 | 1,480,420 |
Current liabilities: | ||
Accounts payable | 8,808 | 9,306 |
Accrued liabilities | 45,558 | 54,022 |
Income taxes payable | 376 | 167 |
Deferred revenues | 234,389 | 223,031 |
Total current liabilities | 289,131 | 286,526 |
Deferred revenues, non-current | 58,110 | 59,097 |
Deferred tax liability, net | 8,097 | 8,700 |
Convertible senior notes, net | 362,648 | 362,031 |
Other liabilities | 26,417 | 25,640 |
Total liabilities | 744,403 | 741,994 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized at March 31, 2022 and December 31, 2021; no shares issued and outstanding at March 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.001 par value, 500,000,000 shares authorized at March 31, 2022 and December 31, 2021; 119,659,455 and 119,426,064 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 119 | 119 |
Additional paid‑in capital | 930,788 | 913,581 |
Accumulated other comprehensive loss | (15,949) | (7,866) |
Accumulated deficit | (193,037) | (167,408) |
Total stockholders’ equity | 721,921 | 738,426 |
Total liabilities and stockholders’ equity | $ 1,466,324 | $ 1,480,420 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Allowance | $ 492 | $ 391 |
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) | 119,659,455 | 119,426,064 |
Common stock outstanding (in shares) | 119,659,455 | 119,426,064 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
Total revenue | $ 108,258 | $ 80,727 |
Cost of revenue: | ||
Amortization expense | 5,218 | 2,777 |
Total cost of revenue | 28,227 | 17,256 |
Gross profit | 80,031 | 63,471 |
Operating expenses: | ||
Sales and marketing | 46,325 | 30,167 |
Research and development | 24,802 | 15,626 |
General and administrative | 25,612 | 16,244 |
Amortization expense | 7,029 | 5,627 |
Total operating expenses | 103,768 | 67,664 |
Loss from operations | (23,737) | (4,193) |
Interest expense, net | (859) | (55) |
Foreign currency transaction loss | (781) | (218) |
Loss before income tax provision | (25,377) | (4,466) |
Income tax provision | (252) | (123) |
Net loss | $ (25,629) | $ (4,589) |
Net loss per share, basic (in dollars per share) | $ (0.21) | $ (0.04) |
Net loss per share, diluted (in dollars per share) | $ (0.21) | $ (0.04) |
Weighted-average shares used to compute net loss per share, basic (in shares) | 119,594,341 | 117,386,322 |
Weighted-average shares used to compute net loss per share, diluted (in shares) | 119,594,341 | 117,386,322 |
Subscription | ||
Revenue: | ||
Total revenue | $ 102,201 | $ 74,482 |
Cost of revenue: | ||
Cost of revenue | 19,902 | 12,014 |
Services | ||
Revenue: | ||
Total revenue | 3,944 | 4,003 |
Cost of revenue: | ||
Cost of revenue | 3,107 | 2,465 |
License | ||
Revenue: | ||
Total revenue | $ 2,113 | $ 2,242 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (25,629) | $ (4,589) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | (8,083) | 0 |
Total other comprehensive loss | (8,083) | 0 |
Comprehensive loss | $ (33,712) | $ (4,589) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common | Additional Paid‑In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 116,992,472 | ||||
Beginning balance at Dec. 31, 2020 | $ 811,014 | $ 117 | $ 903,116 | $ 0 | $ (92,219) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (in shares) | 713,423 | ||||
Exercise of stock options | 4,019 | $ 1 | 4,018 | ||
Share‑based compensation | 2,832 | 2,832 | |||
Foreign currency translation adjustments | 0 | ||||
Net loss | (4,589) | (4,589) | |||
Ending balance (in shares) at Mar. 31, 2021 | 117,705,895 | ||||
Ending balance at Mar. 31, 2021 | 813,276 | $ 118 | 909,966 | 0 | (96,808) |
Beginning balance (in shares) at Dec. 31, 2021 | 119,426,064 | ||||
Beginning balance at Dec. 31, 2021 | 738,426 | $ 119 | 913,581 | (7,866) | (167,408) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (in shares) | 211,200 | ||||
Exercise of stock options | 1,197 | 1,197 | |||
Vesting of restricted stock units (in shares) | 22,191 | ||||
Share‑based compensation | 16,010 | 16,010 | |||
Foreign currency translation adjustments | (8,083) | (8,083) | |||
Net loss | (25,629) | (25,629) | |||
Ending balance (in shares) at Mar. 31, 2022 | 119,659,455 | ||||
Ending balance at Mar. 31, 2022 | $ 721,921 | $ 119 | $ 930,788 | $ (15,949) | $ (193,037) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (25,629) | $ (4,589) |
Adjustments to reconcile net loss to cash (used in) provided by operating activities: | ||
Depreciation and amortization expense | 13,893 | 9,784 |
Amortization of deferred contract costs | 3,755 | 2,700 |
Amortization of debt issuance costs | 679 | 69 |
Non-cash lease expense | 1,291 | 1,267 |
Provision for credit losses and returns | 128 | 159 |
Share‑based compensation | 16,010 | 2,832 |
Deferred tax benefit | (468) | (613) |
Adjustment to contingent consideration | 88 | 300 |
Other | 725 | 201 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (2,190) | (7,066) |
Income tax receivable/payable | 533 | 376 |
Prepaid expenses and other assets | (3,668) | (3,317) |
Deferred contract costs | (6,952) | (5,065) |
Accounts payable | (413) | (1,191) |
Accrued liabilities | (11,250) | (7,683) |
Deferred revenue | 10,478 | 15,913 |
Other liabilities | 0 | (54) |
Net cash (used in) provided by operating activities | (2,990) | 4,023 |
Cash flows from investing activities | ||
Acquisitions, net of cash acquired | (4,023) | (3,041) |
Purchases of equipment and leasehold improvements | (1,964) | (3,290) |
Proceeds from Sale of Property, Plant, and Equipment | 8 | 12 |
Net cash used in investing activities | (5,979) | (6,319) |
Cash flows from financing activities | ||
Debt issuance costs | (50) | 0 |
Cash paid for contingent consideration | (4,588) | 0 |
Proceeds from the exercise of stock options | 1,197 | 4,019 |
Net cash (used in) provided by financing activities | (3,441) | 4,019 |
Effect of exchange rate changes on cash and cash equivalents | (145) | (401) |
Net (decrease) increase in cash and cash equivalents | (12,555) | 1,322 |
Cash and cash equivalents, beginning of period | 177,150 | 194,868 |
Cash and cash equivalents, end of period | 164,595 | 196,190 |
Cash paid for: | ||
Interest | 293 | 3 |
Income taxes, net of refunds | 192 | 351 |
Non-cash activities: | ||
Operating lease assets obtained in exchange for operating lease liabilities | $ 8,314 | $ (19) |
Basis of presentation and descr
Basis of presentation and description of business | 3 Months Ended |
Mar. 31, 2022 | |
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 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 IT and security teams confidently protect the devices, data, and applications used by their workforce, while providing employees with consumer-simple, privacy-protecting technology. With Jamf’s software, devices can be deployed to employees brand new in the shrink-wrapped box, set up automatically and personalized at first power-on and administered continuously throughout the lifecycle of the device. Our customers are located throughout the world. Basis of presentation and principles of consolidation The accompanying condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in accordance with GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. All intercompany accounts and transactions have been eliminated. The condensed consolidated financial statements and related notes in this Quarterly Report on Form 10-Q reflect the revisions previously made for immaterial errors related to certain commissions that were incorrectly capitalized in prior periods as well as various other immaterial errors. See Exhibit 99.2 titled, “Updates to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2021”, of our Form 8-K, filed with the SEC on August 27, 2021, for more information. Unaudited interim condensed consolidated financial information The interim condensed consolidated balance sheet as of March 31, 2022, the condensed consolidated statements of operations, of comprehensive loss, of stockholders’ equity, and of cash flows for the three months ended March 31, 2022 and 2021 and the related notes are unaudited. The condensed consolidated balance sheet as of December 31, 2021 was derived from our audited consolidated financial statements that were included in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 1, 2022. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in management’s opinion, include all adjustments necessary for the fair presentation of the consolidated financial position, results of operations, and cash flows of the Company. All adjustments made were of a normal recurring nature. The results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future period. Use of estimates The preparation of the condensed 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, recoverability of long-lived assets, the value of right-of-use assets and lease liabilities, allowance for expected credit losses, commitments and contingencies, and accounting for income taxes and related valuation allowances against deferred tax assets. Actual results could differ from those estimates. Segment and geographic information Our 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. Revenues by geographic region as determined based on the location where the sale originated were as follows: Three Months Ended March 31, 2022 2021 (1) (in thousands) The Americas (2) $ 75,149 $ 58,845 Europe, the Middle East, India, and Africa 25,997 16,229 Asia Pacific 7,112 5,653 $ 108,258 $ 80,727 (1) Previously reported revenues by geographic region for the three months ended March 31, 2021 have been revised to correct an immaterial error in the disclosure. There was no impact to total revenues. (2) The vast majority of the Americas is the United States. |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021. There have been no significant changes to these policies during the three months ended March 31, 2022. The following describes the impact of certain policies. Trade accounts receivable, net Credit is extended to customers in the normal course of business, generally with 30-day payment terms. Trade accounts receivable are recorded at the invoiced amount, net of allowances. The allowance for credit losses is based on an expected loss model that estimates losses over the expected life of the trade accounts receivable. The Company estimates expected credit losses based on the Company’s historical loss information, current and future economic and market conditions, and ongoing review of customers’ account balances. The Company writes-off a receivable against the allowance when a determination is made that the balance is uncollectible and collection of the receivable is no longer being actively pursued. This determination is based on the delinquency of the account, the financial condition of the customer, and the Company’s collection experience. Activity related to our allowance for credit losses for trade accounts receivable was as follows: Three Months Ended March 31, 2022 2021 (in thousands) Balance, beginning of period $ 391 $ 530 Provision 122 156 Write-offs (27) (127) Recoveries of amounts previously written off 6 44 Balance, end of period $ 492 $ 603 Revenue recognition The Company applies 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 were as follows: Three Months Ended March 31, 2022 2021 (in thousands) SaaS subscription and support and maintenance $ 96,350 $ 66,776 On‑premise subscription 5,851 7,706 Subscription revenue 102,201 74,482 Professional services 3,944 4,003 Perpetual licenses 2,113 2,242 Non‑subscription revenue 6,057 6,245 Total revenue $ 108,258 $ 80,727 Contract Balances If revenue is recognized in advance of the right to invoice, a contract asset is recorded in other current assets on the condensed consolidated balance sheet. The opening and closing balances of contract assets were as follows: Three Months Ended March 31, 2022 2021 (in thousands) Balance, beginning of the period $ 1,792 $ 947 Balance, end of the period 1,885 1,186 Change $ 93 $ 239 For the three months ended March 31, 2022 and 2021, the allowance for expected credit losses associated with contract assets was not material. 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 March 31, 2022 2021 (in thousands) Balance, beginning of the period $ 282,128 $ 205,509 Revenue earned (85,337) (60,633) Deferral of revenue 95,708 76,703 Balance, end of the period $ 292,499 $ 221,579 There were no significant changes to our contract assets and liabilities during the three months ended March 31, 2022 and 2021 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 March 31, 2022, the Company had $343.9 million of remaining performance obligations, with 72% expected to be recognized as revenue over the succeeding 12 months, and the remainder generally expected to be recognized over the three years thereafter. Deferred Contract Costs Sales commissions, as well as associated payroll taxes and retirement plan contributions (together, contract costs), that are incremental to the acquisition of customer contracts are capitalized using a portfolio approach as deferred contract costs in the condensed 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 March 31, 2022 and 2021 was $3.8 million and $2.7 million, respectively. The Company periodically reviews these deferred contract 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 months ended March 31, 2022 and 2021. Adoption of new accounting pronouncements 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 early adopted the new standard on January 1, 2022. The adoption of the standard did not have any impact on the Company’s condensed consolidated financial statements. We will apply the new guidance to future acquisitions. |
Financial instruments fair valu
Financial instruments fair value | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial instruments fair value | Financial instruments fair valueWe report financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis in accordance with 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. Assets and liabilities measured at fair value on a recurring basis The Company invests in money market funds with original 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. In addition, the contingent consideration associated with the Digita and cmdReporter acquisitions are measured and recorded at fair value on a recurring basis. The estimated fair value of the contingent payments associated with the Digita acquisition is determined using a Monte Carlo simulation model, which uses Level 3 inputs, including assumptions about the probability of growth of subscription services and the related pricing of the services offered. Significant increases (decreases) in the probability of growth of subscription services as well as the related pricing of the services offered would have resulted in a higher (lower) fair value measurement. The estimated fair value of the contingent payments associated with the cmdReporter acquisition was determined using projected contract wins, which used Level 3 inputs, including assumptions about the probability of closing contracts based on their current stage in the sales process. See Note 4 for more information. The fair value of these financial instruments were as follows: March 31, 2022 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents: Money market funds $ 126,048 $ — $ — $ 126,048 Total cash equivalents $ 126,048 $ — $ — $ 126,048 Contingent consideration: Accrued liabilities $ — $ — $ 5,600 $ 5,600 Total contingent consideration $ — $ — $ 5,600 $ 5,600 December 31, 2021 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents: Money market funds $ 146,037 $ — $ — $ 146,037 Total cash equivalents $ 146,037 $ — $ — $ 146,037 Contingent consideration: Accrued liabilities $ — $ — $ 4,588 $ 4,588 Other liabilities — — 5,512 5,512 Total contingent consideration $ — $ — $ 10,100 $ 10,100 The carrying value of accounts receivable and accounts payable approximate their fair value due to their short maturities and are excluded from the tables above. The following table provides a summary of the changes in contingent consideration, which is classified as Level 3: Three Months Ended March 31, 2022 2021 (in thousands) Balance, beginning of period $ 10,100 $ 8,200 Additions — 359 Total (gains) losses included in: Net loss 88 300 Payments (4,588) — Other — (60) Balance, end of period $ 5,600 $ 8,799 The change in the fair value of the contingent consideration is included in general and administrative expenses in the condensed consolidated statements of operations. The adjustment for the three months ended March 31, 2022 primarily reflected updated assumptions about the probability of growth of subscription services. Fair value measurements of other financial instruments The following table presents the net carrying value and estimated fair value of the 2026 Notes, which are not recorded at fair value in the condensed consolidated balance sheets: March 31, 2022 December 31, 2021 Net Carrying Value Estimated Fair Value Net Carrying Value Estimated Fair Value (in thousands) 2026 Notes $ 362,648 $ 371,044 $ 362,031 $ 398,044 As of March 31, 2022 and December 31, 2021, the difference between the net carrying value of the 2026 Notes and the principal amount of $373.8 million represents the unamortized debt issuance costs of $11.1 million and $11.7 million, respectively. See Note 8 for more information. The estimated fair value of the 2026 Notes, which is classified as Level 2, 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. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions During the first quarter of 2022, the Company completed two acquisitions to expand our products and services offerings. These acquisitions were not significant individually or in the aggregate to our condensed consolidated financial statements. The combined purchase price for these acquisitions was $4.0 million, which was paid with cash on hand. The purchase price was allocated to the assets acquired based on their estimated fair values as of the date of each acquisition. The allocation included $0.9 million to developed technology with an estimated useful life of 5.0 years and $0.1 million to other assets, with the remaining $3.0 million allocated to goodwill. The goodwill is not deductible for income tax purposes. Acquisition-related expenses were expensed as incurred and totaled $0.4 million for the three months ended March 31, 2022. These expenses were recognized as acquisition costs in general and administrative expenses in the condensed consolidated statement of operations. Wandera On July 1, 2021, the Company completed its acquisition of Wandera. 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 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 consisted of an initial payment of $359.3 million at close and deferred consideration of $50.0 million that was paid in $25.0 million increments on October 1, 2021 and December 15, 2021. The initial payment of $359.3 million included $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 was released in the fourth quarter of 2021. The acquisition was initially financed with cash on hand and borrowings under the 2021 Term Loan Facility. The Company accounted for the acquisition by applying the acquisition method of accounting for business combinations in accordance with 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 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 required management to make significant estimates in determining the fair value of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates included, but were 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; • 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 finalization of income tax effects of the opening balance sheet. The actual fair values of Wandera’s tax assets and liabilities and resulting goodwill may differ from the adjustments set forth in this Form 10-Q. The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed and reflects measurement period adjustments as of March 31, 2022 (in thousands): Assets acquired: Cash and cash equivalents $ 9,605 Trade accounts receivable, net 3,882 Prepaid expenses 900 Other current assets 426 Equipment and leasehold improvements, net 58 Intangible assets acquired 102,050 Operating lease assets 1,474 Deferred tax asset 918 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 (9,374) Goodwill 310,356 Total purchase consideration $ 409,275 During the fourth quarter of 2021, the Company recorded measurement period adjustments including an increase to other current assets of $0.4 million and an increase to deferred tax assets of $0.1 million, resulting in a decrease to goodwill of $0.5 million. The adjustments related to new information obtained about facts and circumstances that existed as of the acquisition date. The increase to other current assets relates to UK refundable research and development tax credits. 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 acquired were 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 The weighted-average useful life of the intangible assets acquired is 7.8 years. 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. cmdReporter On February 26, 2021, the Company entered into an asset purchase agreement with cmdSecurity to acquire certain cmdSecurity assets, including cmdReporter, a suite of security and compliance tools purpose-built for macOS. The final aggregate purchase price was approximately $3.4 million, which consisted of cash consideration of $3.0 million and contingent consideration of $0.4 million. The purchase price was allocated to the assets acquired based on their estimated fair values as of the date of the acquisition. The allocation included $2.6 million to developed technology with an estimated useful life of 5.0 years and $0.4 million to IPR&D, with the remaining $0.4 million allocated to goodwill. The IPR&D was completed in the first quarter of 2022 and is amortized over its estimated useful life of 5.0 years. Digita 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. The acquired business achieved the minimum revenue milestones, which resulted in the Company making cash payments of $4.6 million and $4.2 million in the first quarter of 2022 and the second quarter of 2021, respectively, to the former owners of the acquired business. If the acquired business continues to achieve the revenue milestones, an additional cash payment will be made within 30 days of December 31, 2022. See Note 3 for more information on the fair value of the contingent consideration. |
Goodwill and other intangible a
Goodwill and other intangible assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and other intangible assets | Goodwill and other intangible assets The change in the carrying amount of goodwill was as follows: Three Months Ended March 31, 2022 2021 (in thousands) Goodwill, beginning of period $ 845,734 $ 541,480 Goodwill acquired 3,014 370 Foreign currency translation adjustment (6,764) — Goodwill, end of period $ 841,984 $ 541,850 The gross carrying amount and accumulated amortization of intangible assets other than goodwill were as follows: March 31, 2022 Useful Life Gross Value Accumulated Net Carrying Weighted‑ (in thousands) Trademarks 3 - 8 years $ 34,680 $ 18,891 $ 15,789 3.6 years Customer relationships 2 ‑ 12 years 248,959 80,934 168,025 8.0 years Developed technology 5 - 6.5 years 115,677 52,186 63,491 5.0 years Non‑competes 2 - 3 years 1,711 511 1,200 1.8 years Order backlog 2.5 years 3,688 1,121 2,567 1.8 years Total intangible assets $ 404,715 $ 153,643 $ 251,072 December 31, 2021 Useful Life Gross Value Accumulated Net Carrying Weighted‑ (in thousands) Trademarks 3 - 8 years $ 34,690 $ 17,788 $ 16,902 3.8 years Customer relationships 2 ‑ 12 years 249,495 75,600 173,895 8.3 years Developed technology 5 - 6.5 years 116,193 47,142 69,051 5.1 years Non‑competes 2 - 2.5 years 1,797 439 1,358 2.0 years Order backlog 2.5 years 3,745 758 2,987 2.0 years Total intangible assets subject to amortization 405,920 141,727 264,193 IPR&D Indefinite 400 — 400 Total intangible assets $ 406,320 $ 141,727 $ 264,593 The gross value in the tables above includes a cumulative foreign currency translation adjustment of $(4.3) million and $(2.1) million as of March 31, 2022 and December 31, 2021, respectively. The accumulated amortization in the table above includes a cumulative foreign currency translation adjustment of $(0.3) million as of March 31, 2022. The cumulative foreign currency translation adjustment for accumulated amortization was not material as of December 31, 2021. Amortization expense was $12.2 million and $8.4 million for the three months ended March 31, 2022 and 2021, respectively. There were no impairments to goodwill during the three months ended March 31, 2022 and 2021. There were no material impairments to intangible assets during the three months ended March 31, 2022 and 2021. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases Supplemental balance sheet information related to the Company’s operating leases is as follows: Leases Balance Sheet Classification March 31, 2022 December 31, 2021 (in thousands) Assets Operating lease assets Other assets $ 28,603 $ 21,600 Liabilities Operating lease liabilities - current Accrued liabilities $ 5,859 $ 5,251 Operating lease liabilities - non-current Other liabilities 26,380 20,086 Total operating lease liabilities $ 32,239 $ 25,337 Maturities of the Company’s operating lease liabilities as of March 31, 2022 were as follows: Operating Leases (in thousands) Years ending December 31: 2022 (remaining nine months) $ 4,963 2023 7,540 2024 6,495 2025 4,825 2026 4,831 Thereafter 7,169 Total lease payments 35,823 Less: imputed interest 3,584 Total present value of lease liabilities $ 32,239 |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Contingencies From time to time, the Company may be subject to various claims, charges, and litigation. The Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company maintains insurance to cover certain actions and believes that resolution of such claims, charges, or litigation will not have a material impact on the Company’s financial position, results of operations, or liquidity. The Company had no liabilities for contingencies as of March 31, 2022 or December 31, 2021. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Convertible Senior Notes On September 17, 2021, the Company issued $373.8 million aggregate principal amount of 0.125% 2026 Notes in a private offering. As of March 31, 2022, the conditions allowing holders of the 2026 Notes to convert were not met. The following table sets forth the interest expense related to the 2026 Notes for the three months ended March 31, 2022 (in thousands): Contractual interest expense $ 117 Amortization of issuance costs 617 The effective interest rate on the 2026 Notes was 0.81% for the three months ended March 31, 2022. See Note 3 for additional information on the Company’s 2026 Notes. Credit Agreement The 2020 Credit Agreement provides for the 2020 Revolving Credit Facility of $150.0 million, 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 2020 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 2020 Credit Agreement is July 27, 2025. The 2020 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 March 31, 2022 and December 31, 2021. As of both March 31, 2022 and December 31, 2021, we had $1.0 million of letters of credit outstanding under our 2020 Revolving Credit Facility. As of March 31, 2022 and December 31, 2021, debt issuance costs related to the 2020 Credit Agreement of $0.8 million and $0.9 million, respectively, are included in other assets in the condensed consolidated balance sheets. In connection with the closing of the Wandera acquisition on July 1, 2021, the Company entered into the Credit Agreement Amendment, which amended the Company’s existing 2020 Credit Agreement. The Credit Agreement Amendment provided for a new 364-day term loan facility in an aggregate principal amount of $250.0 million on substantially the same terms and conditions as the Company’s existing 2020 Revolving Credit Facility. The Company repaid the principal amount of the 2021 Term Loan Facility on September 23, 2021 with proceeds from the issuance and sale of the 2026 Notes. |
Share-based compensation
Share-based compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-based compensation | Share-based compensation The Company’s equity incentive plans provide for granting various share-based awards to eligible employees, non-employee directors, and consultants of the Company. In addition, the Company offers an employee stock purchase plan to eligible employees. The Company recognized stock-based compensation expense for all equity arrangements as follows: Three Months Ended March 31, 2022 2021 (in thousands) Cost of revenue: Subscription $ 1,955 $ 324 Services 304 77 Sales and marketing 5,859 842 Research and development 3,859 778 General and administrative 4,033 811 $ 16,010 $ 2,832 Equity Incentive Plans The maximum number of shares of common stock available for issuance under the 2020 Plan was 24,256,740 shares as of January 1, 2022 . As of March 31, 2022, 15,484,707 shares of common stock are reserved for additional grants under the 2020 Plan. As of March 31, 2022, 128,928 shares of common stock are reserved for additional grants under the 2017 Option Plan. All stock options previously 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 three months ended March 31, 2022. Return Target Options The table below summarizes return target option activity for the three months ended March 31, 2022: Options Weighted‑ Weighted‑ Aggregate Outstanding, December 31, 2021 3,687,664 $ 6.75 6.8 $ 115,278 Granted — — — Exercised — — — Forfeitures — — — Outstanding, March 31, 2022 3,687,664 $ 6.75 6.5 $ 103,477 Options exercisable at March 31, 2022 — $ — — $ — Vested or expected to vest at March 31, 2022 — $ — — $ — 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 day of the period. No return target options vested during the three months ended March 31, 2022. There was approximately $33.0 million of unrecognized compensation expense related to these return target options as of March 31, 2022. Service-Based Options The table below summarizes the service-based option activity for the three months ended March 31, 2022: Options Weighted‑ Weighted‑ Aggregate Outstanding, December 31, 2021 1,643,266 $ 5.68 6.1 $ 53,129 Granted — — — Exercised (211,200) 5.67 6,725 Forfeitures — — — Outstanding, March 31, 2022 1,432,066 $ 5.68 5.8 $ 41,716 Options exercisable at March 31, 2022 1,270,476 $ 5.50 5.7 $ 37,244 Vested or expected to vest at March 31, 2022 1,432,066 $ 5.68 5.8 $ 41,716 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. Service-based options vest over four years with 25% vesting one year after grant and the remainder vesting ratably on a quarterly basis thereafter. The total fair value of service-based options vested during the three months ended March 31, 2022 was $0.2 million. There was $0.8 million of unrecognized compensation expense related to service-based options that is expected to be recognized over a weighted-average period of 1.4 years as of March 31, 2022. The Company issues new shares when service-based options are exercised. All service-based options outstanding under the Company’s option plans have exercise prices equal to the fair value of the Company’s stock on the grant date. All awards expire after 10 years. Restricted Stock Units RSU activity for the three months ended March 31, 2022 was as follows: Units Weighted-Average Grant Date Fair Value (per share) Outstanding, December 31, 2021 6,890,938 $ 31.59 Granted 1,516,117 31.60 Vested (22,191) 37.37 Forfeited (165,054) 31.17 Outstanding, March 31, 2022 8,219,810 $ 31.58 RSUs under the 2020 Plan generally vest ratably over four years. There was $224.5 million of unrecognized compensation expense related to unvested RSUs that is expected to be recognized over a weighted-average period of 3.4 years as of March 31, 2022. The total fair value of RSUs vested during the three months ended March 31, 2022 was $0.8 million. Long-Term Incentive Plan 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 into RSUs, resulting in grants totaling 413,234 shares. The conversion of the previously outstanding LTIP grants into RSUs resulted in the recognition of $1.6 million of stock-based compensation expense during the three months ended March 31, 2022. The expense on the unvested RSUs is recognized on a straight-line basis over the vesting period. Employee Stock Purchase Plan As of March 31, 2022, the Company withheld, at the employees’ request, $2.9 million of eligible employee compensation, which is included in accrued liabilities in the condensed consolidated balance sheet, for purchases of common stock under the 2021 ESPP. As of March 31, 2022, 4,194,260 shares of common stock are reserved for future issuance under the 2021 ESPP. No shares of common stock were issued under the 2021 ESPP during the three months ended March 31, 2022. There was $0.2 million of unrecognized compensation expense related to the 2021 ESPP that is expected to be recognized over a period of one month as of March 31, 2022. |
Net loss per share
Net loss per share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net loss per share The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended March 31, 2022 2021 (in thousands, except share and per share amounts) Numerator: Net loss $ (25,629) $ (4,589) Denominator: Weighted-average shares used to compute net loss per share, basic and diluted 119,594,341 117,386,322 Basic and diluted net loss per share $ (0.21) $ (0.04) 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 months ended March 31, 2022 and 2021, 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 March 31, 2022 2021 Stock options outstanding 5,119,730 6,521,067 Unvested restricted stock units 8,219,810 1,374,401 Shares related to the 2026 Notes 7,475,897 — Shares committed under the 2021 ESPP 117,705 — Total potentially dilutive securities 20,933,142 7,895,468 |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxesThe Company’s effective tax rates for the three months ended March 31, 2022 and 2021 were (1.0)% and (2.8)%, respectively. The effective tax rate for the three months ended March 31, 2022 differs from the statutory rate primarily as a result of valuation allowances. The effective tax rate for the three months ended March 31, 2022 was impacted by $0.6 million of discrete income tax expense. The Company’s annual effective tax rates for the three months ended March 31, 2022 and 2021 were 1.3% and (1.6)%, respectively. |
Related-party transactions
Related-party transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-party transactions | Related party transactions As of March 31, 2022 and December 31, 2021, the Company accrued $0.6 million and $1.5 million, respectively, related to JNGF pledges, which are included in accrued liabilities in the condensed consolidated balance sheets. 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. In 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 March 31, 2022. However, Vista is deemed a related party in accordance with ASC 850 as it continues to be a principal owner of the Company. There were no material transactions with Vista or its affiliates during the three months ended March 31, 2022 and 2021. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation and principles of consolidationThe accompanying condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in accordance with GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. |
Principles of consolidation | All intercompany accounts and transactions have been eliminated. |
Error correction | The condensed consolidated financial statements and related notes in this Quarterly Report on Form 10-Q reflect the revisions previously made for immaterial errors related to certain commissions that were incorrectly capitalized in prior periods as well as various other immaterial errors. See Exhibit 99.2 titled, “Updates to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2021”, of our Form 8-K, filed with the SEC on August 27, 2021, for more information. |
Use of estimates | The preparation of the condensed 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, recoverability of long-lived assets, the value of right-of-use assets and lease liabilities, allowance for expected credit losses, commitments and contingencies, and accounting for income taxes and related valuation allowances against deferred tax assets. Actual results could differ from those estimates. |
Segment and geographic information | Our 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. |
Trade accounts receivable, net | Trade accounts receivable, net Credit is extended to customers in the normal course of business, generally with 30-day payment terms. Trade accounts receivable are recorded at the invoiced amount, net of allowances. The allowance for credit losses is based on an expected loss model that estimates losses over the expected life of the trade accounts receivable. The Company estimates expected credit losses based on the Company’s historical loss information, current and future economic and market conditions, and ongoing review of customers’ account balances. The Company writes-off a receivable against the allowance when a determination is made that the balance is uncollectible and collection of the receivable is no longer being actively pursued. This determination is based on the delinquency of the account, the financial condition of the customer, and the Company’s collection experience. |
Revenue recognition | The Company applies 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 |
Adoption of new accounting pronouncements | Adoption of new accounting pronouncements 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 early adopted the new standard on January 1, 2022. The adoption of the standard did not have any impact on the Company’s condensed consolidated financial statements. We will apply the new guidance to future acquisitions. |
Financial instruments fair value | Assets and liabilities measured at fair value on a recurring basis The Company invests in money market funds with original 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. |
Basis of presentation and des_2
Basis of presentation and description of business (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Revenue by Geographic Location | Revenues by geographic region as determined based on the location where the sale originated were as follows: Three Months Ended March 31, 2022 2021 (1) (in thousands) The Americas (2) $ 75,149 $ 58,845 Europe, the Middle East, India, and Africa 25,997 16,229 Asia Pacific 7,112 5,653 $ 108,258 $ 80,727 (1) Previously reported revenues by geographic region for the three months ended March 31, 2021 have been revised to correct an immaterial error in the disclosure. There was no impact to total revenues. (2) The vast majority of the Americas is the United States. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Allowance for Credit Losses for Trade Accounts Receivable | Activity related to our allowance for credit losses for trade accounts receivable was as follows: Three Months Ended March 31, 2022 2021 (in thousands) Balance, beginning of period $ 391 $ 530 Provision 122 156 Write-offs (27) (127) Recoveries of amounts previously written off 6 44 Balance, end of period $ 492 $ 603 |
Disaggregation of Revenue | Revenue from subscription and non-subscription contractual arrangements were as follows: Three Months Ended March 31, 2022 2021 (in thousands) SaaS subscription and support and maintenance $ 96,350 $ 66,776 On‑premise subscription 5,851 7,706 Subscription revenue 102,201 74,482 Professional services 3,944 4,003 Perpetual licenses 2,113 2,242 Non‑subscription revenue 6,057 6,245 Total revenue $ 108,258 $ 80,727 |
Contract with Customer Asset and Liability | The opening and closing balances of contract assets were as follows: Three Months Ended March 31, 2022 2021 (in thousands) Balance, beginning of the period $ 1,792 $ 947 Balance, end of the period 1,885 1,186 Change $ 93 $ 239 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 March 31, 2022 2021 (in thousands) Balance, beginning of the period $ 282,128 $ 205,509 Revenue earned (85,337) (60,633) Deferral of revenue 95,708 76,703 Balance, end of the period $ 292,499 $ 221,579 |
Financial instruments fair va_2
Financial instruments fair value (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The fair value of these financial instruments were as follows: March 31, 2022 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents: Money market funds $ 126,048 $ — $ — $ 126,048 Total cash equivalents $ 126,048 $ — $ — $ 126,048 Contingent consideration: Accrued liabilities $ — $ — $ 5,600 $ 5,600 Total contingent consideration $ — $ — $ 5,600 $ 5,600 December 31, 2021 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents: Money market funds $ 146,037 $ — $ — $ 146,037 Total cash equivalents $ 146,037 $ — $ — $ 146,037 Contingent consideration: Accrued liabilities $ — $ — $ 4,588 $ 4,588 Other liabilities — — 5,512 5,512 Total contingent consideration $ — $ — $ 10,100 $ 10,100 |
Schedule of Changes in Contingent Consideration | The following table provides a summary of the changes in contingent consideration, which is classified as Level 3: Three Months Ended March 31, 2022 2021 (in thousands) Balance, beginning of period $ 10,100 $ 8,200 Additions — 359 Total (gains) losses included in: Net loss 88 300 Payments (4,588) — Other — (60) Balance, end of period $ 5,600 $ 8,799 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table presents the net carrying value and estimated fair value of the 2026 Notes, which are not recorded at fair value in the condensed consolidated balance sheets: March 31, 2022 December 31, 2021 Net Carrying Value Estimated Fair Value Net Carrying Value Estimated Fair Value (in thousands) 2026 Notes $ 362,648 $ 371,044 $ 362,031 $ 398,044 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
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 and reflects measurement period adjustments as of March 31, 2022 (in thousands): Assets acquired: Cash and cash equivalents $ 9,605 Trade accounts receivable, net 3,882 Prepaid expenses 900 Other current assets 426 Equipment and leasehold improvements, net 58 Intangible assets acquired 102,050 Operating lease assets 1,474 Deferred tax asset 918 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 (9,374) Goodwill 310,356 Total purchase consideration $ 409,275 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The estimated useful lives and fair values of the identifiable intangible assets acquired were 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 |
Goodwill and other intangible_2
Goodwill and other intangible assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The change in the carrying amount of goodwill was as follows: Three Months Ended March 31, 2022 2021 (in thousands) Goodwill, beginning of period $ 845,734 $ 541,480 Goodwill acquired 3,014 370 Foreign currency translation adjustment (6,764) — Goodwill, end of period $ 841,984 $ 541,850 |
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 were as follows: March 31, 2022 Useful Life Gross Value Accumulated Net Carrying Weighted‑ (in thousands) Trademarks 3 - 8 years $ 34,680 $ 18,891 $ 15,789 3.6 years Customer relationships 2 ‑ 12 years 248,959 80,934 168,025 8.0 years Developed technology 5 - 6.5 years 115,677 52,186 63,491 5.0 years Non‑competes 2 - 3 years 1,711 511 1,200 1.8 years Order backlog 2.5 years 3,688 1,121 2,567 1.8 years Total intangible assets $ 404,715 $ 153,643 $ 251,072 December 31, 2021 Useful Life Gross Value Accumulated Net Carrying Weighted‑ (in thousands) Trademarks 3 - 8 years $ 34,690 $ 17,788 $ 16,902 3.8 years Customer relationships 2 ‑ 12 years 249,495 75,600 173,895 8.3 years Developed technology 5 - 6.5 years 116,193 47,142 69,051 5.1 years Non‑competes 2 - 2.5 years 1,797 439 1,358 2.0 years Order backlog 2.5 years 3,745 758 2,987 2.0 years Total intangible assets subject to amortization 405,920 141,727 264,193 IPR&D Indefinite 400 — 400 Total intangible assets $ 406,320 $ 141,727 $ 264,593 |
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 were as follows: March 31, 2022 Useful Life Gross Value Accumulated Net Carrying Weighted‑ (in thousands) Trademarks 3 - 8 years $ 34,680 $ 18,891 $ 15,789 3.6 years Customer relationships 2 ‑ 12 years 248,959 80,934 168,025 8.0 years Developed technology 5 - 6.5 years 115,677 52,186 63,491 5.0 years Non‑competes 2 - 3 years 1,711 511 1,200 1.8 years Order backlog 2.5 years 3,688 1,121 2,567 1.8 years Total intangible assets $ 404,715 $ 153,643 $ 251,072 December 31, 2021 Useful Life Gross Value Accumulated Net Carrying Weighted‑ (in thousands) Trademarks 3 - 8 years $ 34,690 $ 17,788 $ 16,902 3.8 years Customer relationships 2 ‑ 12 years 249,495 75,600 173,895 8.3 years Developed technology 5 - 6.5 years 116,193 47,142 69,051 5.1 years Non‑competes 2 - 2.5 years 1,797 439 1,358 2.0 years Order backlog 2.5 years 3,745 758 2,987 2.0 years Total intangible assets subject to amortization 405,920 141,727 264,193 IPR&D Indefinite 400 — 400 Total intangible assets $ 406,320 $ 141,727 $ 264,593 |
Leases - (Tables)
Leases - (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to the Company’s operating leases is as follows: Leases Balance Sheet Classification March 31, 2022 December 31, 2021 (in thousands) Assets Operating lease assets Other assets $ 28,603 $ 21,600 Liabilities Operating lease liabilities - current Accrued liabilities $ 5,859 $ 5,251 Operating lease liabilities - non-current Other liabilities 26,380 20,086 Total operating lease liabilities $ 32,239 $ 25,337 |
Schedule of Operating Lease Liability | Maturities of the Company’s operating lease liabilities as of March 31, 2022 were as follows: Operating Leases (in thousands) Years ending December 31: 2022 (remaining nine months) $ 4,963 2023 7,540 2024 6,495 2025 4,825 2026 4,831 Thereafter 7,169 Total lease payments 35,823 Less: imputed interest 3,584 Total present value of lease liabilities $ 32,239 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Interest Expense | The following table sets forth the interest expense related to the 2026 Notes for the three months ended March 31, 2022 (in thousands): Contractual interest expense $ 117 Amortization of issuance costs 617 |
Share-based compensation (Table
Share-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Based Compensation | The Company recognized stock-based compensation expense for all equity arrangements as follows: Three Months Ended March 31, 2022 2021 (in thousands) Cost of revenue: Subscription $ 1,955 $ 324 Services 304 77 Sales and marketing 5,859 842 Research and development 3,859 778 General and administrative 4,033 811 $ 16,010 $ 2,832 |
Summary of Stock-Option Activity | The table below summarizes return target option activity for the three months ended March 31, 2022: Options Weighted‑ Weighted‑ Aggregate Outstanding, December 31, 2021 3,687,664 $ 6.75 6.8 $ 115,278 Granted — — — Exercised — — — Forfeitures — — — Outstanding, March 31, 2022 3,687,664 $ 6.75 6.5 $ 103,477 Options exercisable at March 31, 2022 — $ — — $ — Vested or expected to vest at March 31, 2022 — $ — — $ — The table below summarizes the service-based option activity for the three months ended March 31, 2022: Options Weighted‑ Weighted‑ Aggregate Outstanding, December 31, 2021 1,643,266 $ 5.68 6.1 $ 53,129 Granted — — — Exercised (211,200) 5.67 6,725 Forfeitures — — — Outstanding, March 31, 2022 1,432,066 $ 5.68 5.8 $ 41,716 Options exercisable at March 31, 2022 1,270,476 $ 5.50 5.7 $ 37,244 Vested or expected to vest at March 31, 2022 1,432,066 $ 5.68 5.8 $ 41,716 |
Summary of Restricted Stock Units Stock Option Activity | RSU activity for the three months ended March 31, 2022 was as follows: Units Weighted-Average Grant Date Fair Value (per share) Outstanding, December 31, 2021 6,890,938 $ 31.59 Granted 1,516,117 31.60 Vested (22,191) 37.37 Forfeited (165,054) 31.17 Outstanding, March 31, 2022 8,219,810 $ 31.58 |
Net loss per share (Tables)
Net loss per share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 2021 (in thousands, except share and per share amounts) Numerator: Net loss $ (25,629) $ (4,589) Denominator: Weighted-average shares used to compute net loss per share, basic and diluted 119,594,341 117,386,322 Basic and diluted net loss per share $ (0.21) $ (0.04) |
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 March 31, 2022 2021 Stock options outstanding 5,119,730 6,521,067 Unvested restricted stock units 8,219,810 1,374,401 Shares related to the 2026 Notes 7,475,897 — Shares committed under the 2021 ESPP 117,705 — Total potentially dilutive securities 20,933,142 7,895,468 |
Basis of presentation and des_3
Basis of presentation and description of business (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Number of operating segment | segment | 1 | |
Number of reportable segment | segment | 1 | |
Revenue | $ 108,258 | $ 80,727 |
The Americas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 75,149 | 58,845 |
Europe, the Middle East, India, and Africa | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 25,997 | 16,229 |
Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 7,112 | $ 5,653 |
Summary of significant accoun_4
Summary of significant accounting policies - Trade Receivables, net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance, beginning of period | $ 391 | $ 530 |
Provision | 122 | 156 |
Write-offs | (27) | (127) |
Recoveries of amounts previously written off | 6 | 44 |
Balance, end of period | $ 492 | $ 603 |
Summary of significant accoun_5
Summary of significant accounting policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 108,258 | $ 80,727 |
Subscription | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 102,201 | 74,482 |
Subscription | Subscription revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 102,201 | 74,482 |
SaaS subscription and support and maintenance | Subscription revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 96,350 | 66,776 |
On‑premise subscription | Subscription revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,851 | 7,706 |
Non‑subscription revenue | Non‑subscription revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,057 | 6,245 |
Professional services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,944 | 4,003 |
Professional services | Non‑subscription revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,944 | 4,003 |
Perpetual licenses | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,113 | 2,242 |
Perpetual licenses | Non‑subscription revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 2,113 | $ 2,242 |
Summary of significant accoun_6
Summary of significant accounting policies - Contract Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Contract with Customer, Asset, Allowance for Credit Loss [Roll Forward] | ||
Balance, beginning of the period | $ 1,792 | $ 947 |
Balance, end of the period | 1,885 | 1,186 |
Change | $ 93 | $ 239 |
Summary of significant accoun_7
Summary of significant accounting policies - Contract Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Contract With Customer, Liability [Roll Forward] | ||
Balance, beginning of the period | $ 282,128 | $ 205,509 |
Revenue earned | (85,337) | (60,633) |
Deferral of revenue | 95,708 | 76,703 |
Balance, end of the period | $ 292,499 | $ 221,579 |
Summary of significant accoun_8
Summary of significant accounting policies - Remaining Performance Obligations (Details) $ in Millions | Mar. 31, 2022USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 343.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 72.00% |
Remaining performance obligation, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | 3 years |
Summary of significant accoun_9
Summary of significant accounting policies - Deferred Contract Costs (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Total amortization of contract costs | $ 3,800,000 | $ 2,700,000 |
Impairment losses | $ 0 | $ 0 |
Financial instruments fair va_3
Financial instruments fair value - Schedule of Financial Instruments (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | $ 126,048 | $ 146,037 |
Total contingent consideration | 5,600 | 10,100 |
Accrued liabilities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total contingent consideration | 5,600 | 4,588 |
Other liabilities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total contingent consideration | 5,512 | |
Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 126,048 | 146,037 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 126,048 | 146,037 |
Total contingent consideration | 0 | 0 |
Level 1 | Accrued liabilities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total contingent consideration | 0 | 0 |
Level 1 | Other liabilities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total contingent consideration | 0 | |
Level 1 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 126,048 | 146,037 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | 0 |
Total contingent consideration | 0 | 0 |
Level 2 | Accrued liabilities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total contingent consideration | 0 | 0 |
Level 2 | Other liabilities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total contingent consideration | 0 | |
Level 2 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | 0 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | 0 |
Total contingent consideration | 5,600 | 10,100 |
Level 3 | Accrued liabilities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total contingent consideration | 5,600 | 4,588 |
Level 3 | Other liabilities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total contingent consideration | 5,512 | |
Level 3 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | $ 0 | $ 0 |
Financial instruments fair va_4
Financial instruments fair value - Changes in Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | $ 10,100 | $ 8,200 |
Additions | 0 | 359 |
Net loss | 88 | 300 |
Payments | (4,588) | 0 |
Other | 0 | (60) |
Balance, end of period | $ 5,600 | $ 8,799 |
Financial instruments fair va_5
Financial instruments fair value - Fair Value Measurements of Other Financial Instruments (Details) - 2026 Notes - Convertible Debt - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Net Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | $ 362,648 | $ 362,031 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | $ 371,044 | $ 398,044 |
Financial instruments fair va_6
Financial instruments fair value - Narrative (Details) - Convertible Senior Notes Due 2026 - Convertible Debt - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 17, 2021 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Principal amount | $ 373.8 | ||
Debt issuances costs capitalized | $ 11.1 | $ 11.7 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | 3 Months Ended | |||
Mar. 31, 2022USD ($)acquistion | Dec. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 841,984,000 | $ 845,734,000 | $ 541,850,000 | $ 541,480,000 |
Series of Individually Immaterial Business Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Number of businesses acquired | acquistion | 2 | |||
Purchase price of business acquisition | $ 4,000,000 | |||
Other current assets | 100,000 | |||
Goodwill | 3,000,000 | |||
Goodwill deductible for income tax purposes | 0 | |||
Acquisition-related expenses | 400,000 | |||
Series of Individually Immaterial Business Acquisitions | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Developed technology | $ 900,000 | |||
Weighted-average economic life of intangible assets acquired | 5 years |
Acquisitions - Wandera (Details
Acquisitions - Wandera (Details) - Wandera Inc. - USD ($) | Dec. 15, 2021 | Oct. 01, 2021 | Jul. 01, 2021 | Dec. 15, 2021 | Dec. 31, 2021 | Dec. 15, 2021 | Mar. 31, 2022 |
Business Acquisition [Line Items] | |||||||
Voting interest | 100.00% | ||||||
Purchase price of business acquisition | $ 25,000,000 | $ 25,000,000 | $ 359,300,000 | $ 50,000,000 | $ 409,300,000 | ||
Cash held back | $ 700,000 | ||||||
Other current assets | $ 400,000 | ||||||
Deferred tax assets | 100,000 | ||||||
Goodwill | $ 500,000 | ||||||
Goodwill deductible for income tax purposes | $ 0 |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquisitions (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Liabilities assumed: | |||||
Goodwill | $ 841,984 | $ 845,734 | $ 541,850 | $ 541,480 | |
Wandera Inc. | |||||
Assets acquired: | |||||
Cash and cash equivalents | $ 9,605 | ||||
Trade accounts receivable, net | 3,882 | ||||
Prepaid expenses | 900 | ||||
Other current assets | 426 | ||||
Equipment and leasehold improvements, net | 58 | ||||
Intangible assets acquired | 102,050 | ||||
Operating lease assets | 1,474 | ||||
Deferred tax asset | 918 | ||||
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 | (9,374) | ||||
Goodwill | 310,356 | ||||
Total purchase consideration | $ 409,275 |
Acquisitions - Acquired Intangi
Acquisitions - Acquired Intangible Assets (Details) - Wandera Inc. $ in Thousands | Jul. 01, 2021USD ($) |
Business Acquisition [Line Items] | |
Useful Life | 7 years 9 months 18 days |
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 - cmdReporter (Det
Acquisitions - cmdReporter (Details) - USD ($) $ in Thousands | Feb. 26, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 841,984 | $ 845,734 | $ 541,850 | $ 541,480 | |
Developed technology | |||||
Business Acquisition [Line Items] | |||||
Amortization period | 5 years | 5 years 1 month 6 days | |||
cmdReporter | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 3,400 | ||||
Purchase price of business acquisition | 3,000 | ||||
Contingent consideration, liability | 400 | ||||
IPR&D | 400 | ||||
Goodwill | 400 | ||||
Amortization period | 5 years | ||||
cmdReporter | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Developed technology | $ 2,600 | ||||
Weighted-average economic life of intangible assets acquired | 5 years |
Acquisitions - Digita (Details)
Acquisitions - Digita (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||||
Cash payment for contingent consideration | $ 4,588 | $ 0 | ||
Digita | ||||
Business Acquisition [Line Items] | ||||
Maximum contingent consideration | $ 15,000 | |||
Cash payment for contingent consideration | $ 4,600 | $ 4,200 | ||
Additional milestone payment period | 30 days |
Goodwill and other intangible_3
Goodwill and other intangible assets - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 845,734 | $ 541,480 |
Goodwill acquired | 3,014 | 370 |
Foreign currency translation adjustment | (6,764) | 0 |
Goodwill, end of period | $ 841,984 | $ 541,850 |
Goodwill and other intangible_4
Goodwill and other intangible assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 404,715 | $ 405,920 |
Accumulated Amortization | 153,643 | 141,727 |
Net Carrying Value | 251,072 | 264,193 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Value | 406,320 | |
Net Carrying Value | 251,072 | 264,593 |
IPR&D | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 400 | |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | 34,680 | 34,690 |
Accumulated Amortization | 18,891 | 17,788 |
Net Carrying Value | $ 15,789 | $ 16,902 |
Weighted‑ Average Remaining Useful Life | 3 years 7 months 6 days | 3 years 9 months 18 days |
Trademarks | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 3 years | 3 years |
Trademarks | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 8 years | 8 years |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 248,959 | $ 249,495 |
Accumulated Amortization | 80,934 | 75,600 |
Net Carrying Value | $ 168,025 | $ 173,895 |
Weighted‑ Average Remaining Useful Life | 8 years | 8 years 3 months 18 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] | ||
Gross Value | $ 115,677 | $ 116,193 |
Accumulated Amortization | 52,186 | 47,142 |
Net Carrying Value | $ 63,491 | $ 69,051 |
Weighted‑ Average Remaining Useful Life | 5 years | 5 years 1 month 6 days |
Developed technology | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | 5 years |
Developed technology | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 6 years 6 months | 6 years 6 months |
Non-competes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 1,711 | $ 1,797 |
Accumulated Amortization | 511 | 439 |
Net Carrying Value | $ 1,200 | $ 1,358 |
Weighted‑ Average Remaining Useful Life | 1 year 9 months 18 days | 2 years |
Non-competes | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 2 years | 2 years |
Non-competes | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 3 years | 2 years 6 months |
Order backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 2 years 6 months | 2 years 6 months |
Gross Value | $ 3,688 | $ 3,745 |
Accumulated Amortization | 1,121 | 758 |
Net Carrying Value | $ 2,567 | $ 2,987 |
Weighted‑ Average Remaining Useful Life | 1 year 9 months 18 days | 2 years |
Goodwill and other intangible_5
Goodwill and other intangible assets - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Cumulative foreign currency translation adjustment | $ (4,300,000) | $ (2,100,000) | |
Accumulated amortization, cumulative foreign currency translation adjustment | (300,000) | $ 0 | |
Amortization expense | 12,200,000 | $ 8,400,000 | |
Impairment of goodwill | 0 | 0 | |
Impairment of intangible assets | $ 0 | $ 0 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Operating lease assets | $ 28,603 | $ 21,600 |
Liabilities | ||
Operating lease liabilities - current | 5,859 | 5,251 |
Operating lease liabilities - non-current | 26,380 | 20,086 |
Total operating lease liabilities | $ 32,239 | $ 25,337 |
Operating lease, right-of-use asset, statement of financial position | Other assets | Other assets |
Operating lease, liability, current, statement of financial position | Accrued liabilities | Accrued liabilities |
Operating lease, liability, noncurrent, statement of financial position | Other liabilities | Other liabilities |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 (remaining nine months) | $ 4,963 | |
2023 | 7,540 | |
2024 | 6,495 | |
2025 | 4,825 | |
2026 | 4,831 | |
Thereafter | 7,169 | |
Total lease payments | 35,823 | |
Less: imputed interest | 3,584 | |
Total present value of lease liabilities | $ 32,239 | $ 25,337 |
Commitments and contingencies (
Commitments and contingencies (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Material liabilities for contingencies | $ 0 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Jul. 01, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 17, 2021 |
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs in other assets | $ 800,000 | $ 900,000 | ||
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 150,000,000 | |||
Line of Credit | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 25,000,000 | |||
Debt outstanding | 1,000,000 | $ 1,000,000 | ||
Line of Credit | Foreign Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 50,000,000 | |||
Line of Credit | Minimum | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity per incremental loan | $ 5,000,000 | |||
Convertible Senior Notes Due 2026 | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 373,800,000 | |||
Interest rate | 0.125% | |||
Effective interest rate | 0.81% | |||
364-Day Facility | Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Debt term | 364 days | |||
Principal amount | $ 250,000,000 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
Amortization of issuance costs | $ 679 | $ 69 |
Convertible Debt | Convertible Senior Notes Due 2026 | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 117 | |
Amortization of issuance costs | $ 617 |
Share-based compensation - Shar
Share-based compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 16,010 | $ 2,832 |
Cost of revenues | Subscription | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 1,955 | 324 |
Cost of revenues | Services | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 304 | 77 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 5,859 | 842 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 3,859 | 778 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 4,033 | $ 811 |
Share-based compensation - Narr
Share-based compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Jan. 01, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 16,010 | $ 2,832 | ||
Target-based stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards granted (in shares) | 0 | |||
Shares vested (in shares) | 0 | |||
Unrecognized compensation expense | $ 33,000 | |||
Service-based stock option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards granted (in shares) | 0 | |||
Unrecognized compensation expense | $ 800 | |||
Vesting period | 4 years | |||
Total fair value, options vested in period | $ 200 | |||
Weighted average period over which unrecognized compensation expense would be recognized | 1 year 4 months 24 days | |||
Anniversary period | 10 years | |||
Service-based stock option | Tranche one | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Percentage of RSUs that vest | 25.00% | |||
Service-based stock option | Tranche two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Percentage of RSUs that vest | 25.00% | |||
Service-based stock option | Tranche three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Percentage of RSUs that vest | 25.00% | |||
Service-based stock option | Tranche four | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Percentage of RSUs that vest | 25.00% | |||
Unvested restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average period over which unrecognized compensation expense would be recognized | 3 years 4 months 24 days | |||
Unrecognized compensation expense | $ 224,500 | |||
Fair value of units vested | $ 800 | |||
Granted (in shares) | 1,516,117 | 413,234 | ||
Share-based compensation expense | $ 1,600 | |||
Unvested restricted stock units | Tranche one | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of RSUs that vest | 50.00% | |||
Unvested restricted stock units | Tranche two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Percentage of RSUs that vest | 50.00% | |||
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 200 | |||
Weighted average period over which unrecognized compensation expense would be recognized | 1 month | |||
Eligible employee compensation | $ 2,900 | |||
Common stock reserved for future issuance (in shares) | 4,194,260 | |||
Common stock issued (in shares) | 0 | |||
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) | 24,256,740 | |||
Common stock reserved for additional grants under the plan (in shares) | 15,484,707 | |||
Omnibus Incentive Plan 2020 Plan | Unvested restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Stock Option Plan 2017 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
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) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Target-based stock options | ||
Options | ||
Outstanding, beginning of period (in shares) | 3,687,664 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeitures (in shares) | 0 | |
Outstanding, end of period (in shares) | 3,687,664 | 3,687,664 |
Options exercisable (in shares) | 0 | |
Vested or expected to vest (in shares) | 0 | |
Weighted‑ Average Exercise Price | ||
Outstanding, beginning of period (in dollars per share) | $ 6.75 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Forfeitures (in dollars per share) | 0 | |
Outstanding, end of period (in dollars per share) | 6.75 | $ 6.75 |
Options exercisable (in dollars per share) | 0 | |
Vested or expected to vest (in dollars per share) | $ 0 | |
Weighted‑ Average Remaining Contractual Term (Years) | ||
Remaining term, options outstanding | 6 years 6 months | 6 years 9 months 18 days |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ 103,477 | $ 115,278 |
Exercised | 0 | |
Options exercisable | 0 | |
Vested or expected to vest | $ 0 | |
Service-based stock option | ||
Options | ||
Outstanding, beginning of period (in shares) | 1,643,266 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (211,200) | |
Forfeitures (in shares) | 0 | |
Outstanding, end of period (in shares) | 1,432,066 | 1,643,266 |
Options exercisable (in shares) | 1,270,476 | |
Vested or expected to vest (in shares) | 1,432,066 | |
Weighted‑ Average Exercise Price | ||
Outstanding, beginning of period (in dollars per share) | $ 5.68 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 5.67 | |
Forfeitures (in dollars per share) | 0 | |
Outstanding, end of period (in dollars per share) | 5.68 | $ 5.68 |
Options exercisable (in dollars per share) | 5.50 | |
Vested or expected to vest (in dollars per share) | $ 5.68 | |
Weighted‑ Average Remaining Contractual Term (Years) | ||
Remaining term, options outstanding | 5 years 9 months 18 days | 6 years 1 month 6 days |
Remaining term, options exercisable | 5 years 8 months 12 days | |
Remaining term, options vested or expected to vest | 5 years 9 months 18 days | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ 41,716 | $ 53,129 |
Exercised | 6,725 | |
Options exercisable | 37,244 | |
Vested or expected to vest | $ 41,716 |
Share-based compensation - Rest
Share-based compensation - Restricted Stock Units (Details) - Unvested restricted stock units - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | |
Units | ||
Outstanding, beginning of period (in shares) | 6,890,938 | |
Granted (in shares) | 1,516,117 | 413,234 |
Vested (in shares) | (22,191) | |
Forfeited (in shares) | (165,054) | |
Outstanding, end of period (in shares) | 8,219,810 | |
Weighted-Average Grant Date Fair Value (per share) | ||
Outstanding, beginning of period (in dollars per share) | $ 31.59 | |
Granted (in dollars per share) | 31.60 | |
Vested (in dollars per share) | 37.37 | |
Forfeited (in dollars per share) | 31.17 | |
Outstanding, end of period (in dollars per share) | $ 31.58 |
Net loss per share - Schedule o
Net loss per share - Schedule of Computation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss | $ (25,629) | $ (4,589) |
Denominator: | ||
Weighted-average shares used to compute net loss per share, basic (in shares) | 119,594,341 | 117,386,322 |
Weighted-average shares used to compute net loss per share, diluted (in shares) | 119,594,341 | 117,386,322 |
Basic net loss per share (in dollars per share) | $ (0.21) | $ (0.04) |
Diluted net loss per share (in dollars per share) | $ (0.21) | $ (0.04) |
Net loss per share - Antidiluti
Net loss per share - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities (in shares) | 20,933,142 | 7,895,468 |
Stock options outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities (in shares) | 5,119,730 | 6,521,067 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities (in shares) | 8,219,810 | 1,374,401 |
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 |
Shares committed under the 2021 ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities (in shares) | 117,705 | 0 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate (as a percent) | (1.00%) | (2.80%) |
Discrete income tax expense | $ 0.6 | |
Annual effective tax rate | 0.013 | (0.016) |
Related-party transactions (Det
Related-party transactions (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Affiliated Entity | JAMF Nation Global Foundation | ||
Related Party Transaction [Line Items] | ||
Accrued expenses to JAMF Nation Global Foundation | $ 0.6 | $ 1.5 |