Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 24, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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, $0.001 par value per share | |
Trading Symbol | JAMF | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 125,795,772 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001721947 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 227,619 | $ 224,338 |
Trade accounts receivable, net of allowances of $484 and $445 at September 30, 2023 and December 31, 2022, respectively | 95,361 | 88,163 |
Income taxes receivable | 678 | 465 |
Deferred contract costs | 21,693 | 17,652 |
Prepaid expenses | 15,938 | 14,331 |
Other current assets | 10,733 | 6,097 |
Total current assets | 372,022 | 351,046 |
Equipment and leasehold improvements, net | 16,400 | 19,421 |
Goodwill | 876,822 | 856,925 |
Other intangible assets, net | 196,514 | 218,744 |
Deferred contract costs, non-current | 48,871 | 39,643 |
Other assets | 41,423 | 43,763 |
Total assets | 1,552,052 | 1,529,542 |
Current liabilities: | ||
Accounts payable | 21,070 | 15,393 |
Accrued liabilities | 68,088 | 67,051 |
Income taxes payable | 1,018 | 486 |
Deferred revenue | 311,138 | 278,038 |
Total current liabilities | 401,314 | 360,968 |
Deferred revenue, non-current | 58,616 | 68,112 |
Deferred tax liability, net | 5,624 | 5,505 |
Convertible senior notes, net | 366,374 | 364,505 |
Other liabilities | 20,707 | 29,114 |
Total liabilities | 852,635 | 828,204 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized at September 30, 2023 and December 31, 2022; no shares issued and outstanding at September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.001 par value, 500,000,000 shares authorized at September 30, 2023 and December 31, 2022; 125,726,004 and 123,170,172 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 126 | 123 |
Additional paid‑in capital | 1,136,727 | 1,049,875 |
Accumulated other comprehensive loss | (36,051) | (39,951) |
Accumulated deficit | (401,385) | (308,709) |
Total stockholders’ equity | 699,417 | 701,338 |
Total liabilities and stockholders’ equity | $ 1,552,052 | $ 1,529,542 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Allowance | $ 484 | $ 445 |
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) | 125,726,004 | 123,170,172 |
Common stock outstanding (in shares) | 125,726,004 | 123,170,172 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 142,625 | $ 124,557 | $ 409,926 | $ 348,453 |
Cost of revenue: | ||||
Amortization expense | 3,494 | 5,277 | 10,102 | 15,760 |
Total cost of revenue | 32,239 | 31,195 | 92,869 | 88,814 |
Gross profit | 110,386 | 93,362 | 317,057 | 259,639 |
Operating expenses: | ||||
Sales and marketing | 64,239 | 54,096 | 188,337 | 159,171 |
Research and development | 34,704 | 30,799 | 101,501 | 89,584 |
General and administrative | 35,896 | 30,061 | 100,298 | 103,994 |
Amortization expense | 7,420 | 7,040 | 21,908 | 21,103 |
Total operating expenses | 142,259 | 121,996 | 412,044 | 373,852 |
Loss from operations | (31,873) | (28,634) | (94,987) | (114,213) |
Interest income (expense), net | 1,687 | 45 | 4,453 | (1,455) |
Foreign currency transaction loss | (2,647) | (2,624) | (995) | (4,081) |
Loss before income tax benefit (provision) | (32,833) | (31,213) | (91,529) | (119,749) |
Income tax benefit (provision) | 556 | (89) | (1,147) | (321) |
Net loss | $ (32,277) | $ (31,302) | $ (92,676) | $ (120,070) |
Net loss per share, basic (in dollars per share) | $ (0.26) | $ (0.26) | $ (0.74) | $ (1) |
Net loss per share, diluted (in dollars per share) | $ (0.26) | $ (0.26) | $ (0.74) | $ (1) |
Weighted‑average shares used to compute net loss per share, basic (in shares) | 125,537,246 | 121,014,325 | 124,455,109 | 120,188,587 |
Weighted‑average shares used to compute net loss per share, diluted (in shares) | 125,537,246 | 121,014,325 | 124,455,109 | 120,188,587 |
Subscription | ||||
Revenue: | ||||
Total revenue | $ 138,521 | $ 118,524 | $ 396,342 | $ 330,132 |
Cost of revenue: | ||||
Cost of revenue | 25,009 | 22,334 | 72,354 | 62,870 |
Services | ||||
Revenue: | ||||
Total revenue | 3,956 | 5,216 | 12,594 | 14,187 |
Cost of revenue: | ||||
Cost of revenue | 3,736 | 3,584 | 10,413 | 10,184 |
License | ||||
Revenue: | ||||
Total revenue | $ 148 | $ 817 | $ 990 | $ 4,134 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (32,277) | $ (31,302) | $ (92,676) | $ (120,070) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments | (7,694) | (26,510) | 3,900 | (56,218) |
Total other comprehensive (loss) income | (7,694) | (26,510) | 3,900 | (56,218) |
Comprehensive loss | $ (39,971) | $ (57,812) | $ (88,776) | $ (176,288) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid‑In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
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) | 747,410 | ||||
Exercise of stock options | 4,682 | $ 1 | 4,681 | ||
Vesting of restricted stock units (in shares) | 1,036,161 | ||||
Issuance of common stock under the employee stock purchase plan (in shares) | 130,450 | ||||
Issuance of common stock under the employee stock purchase plan | 3,419 | 3,419 | |||
Share‑based compensation | 89,524 | 89,524 | |||
Foreign currency translation adjustments | (56,218) | (56,218) | |||
Net loss | (120,070) | (120,070) | |||
Ending balance (in shares) at Sep. 30, 2022 | 121,340,085 | ||||
Ending balance at Sep. 30, 2022 | 659,763 | $ 120 | 1,011,205 | (64,084) | (287,478) |
Beginning balance (in shares) at Jun. 30, 2022 | 120,310,047 | ||||
Beginning balance at Jun. 30, 2022 | 693,946 | $ 120 | 987,576 | (37,574) | (256,176) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (in shares) | 476,637 | ||||
Exercise of stock options | 3,139 | 3,139 | |||
Vesting of restricted stock units (in shares) | 553,401 | ||||
Share‑based compensation | 20,490 | 20,490 | |||
Foreign currency translation adjustments | (26,510) | (26,510) | |||
Net loss | (31,302) | (31,302) | |||
Ending balance (in shares) at Sep. 30, 2022 | 121,340,085 | ||||
Ending balance at Sep. 30, 2022 | 659,763 | $ 120 | 1,011,205 | (64,084) | (287,478) |
Beginning balance (in shares) at Dec. 31, 2022 | 123,170,172 | ||||
Beginning balance at Dec. 31, 2022 | 701,338 | $ 123 | 1,049,875 | (39,951) | (308,709) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (in shares) | 778,589 | ||||
Exercise of stock options | 5,640 | $ 1 | 5,639 | ||
Vesting of restricted stock units (in shares) | 1,572,281 | ||||
Vesting of restricted stock units | 2 | $ 2 | |||
Issuance of common stock under the employee stock purchase plan (in shares) | 204,962 | ||||
Issuance of common stock under the employee stock purchase plan | 3,131 | 3,131 | |||
Share‑based compensation | 78,082 | 78,082 | |||
Foreign currency translation adjustments | 3,900 | 3,900 | |||
Net loss | (92,676) | (92,676) | |||
Ending balance (in shares) at Sep. 30, 2023 | 125,726,004 | ||||
Ending balance at Sep. 30, 2023 | 699,417 | $ 126 | 1,136,727 | (36,051) | (401,385) |
Beginning balance (in shares) at Jun. 30, 2023 | 124,890,541 | ||||
Beginning balance at Jun. 30, 2023 | 708,363 | $ 125 | 1,105,703 | (28,357) | (369,108) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (in shares) | 370,564 | ||||
Exercise of stock options | 2,675 | 2,675 | |||
Vesting of restricted stock units (in shares) | 464,899 | ||||
Vesting of restricted stock units | 1 | $ 1 | |||
Share‑based compensation | 28,349 | 28,349 | |||
Foreign currency translation adjustments | (7,694) | (7,694) | |||
Net loss | (32,277) | (32,277) | |||
Ending balance (in shares) at Sep. 30, 2023 | 125,726,004 | ||||
Ending balance at Sep. 30, 2023 | $ 699,417 | $ 126 | $ 1,136,727 | $ (36,051) | $ (401,385) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities | ||
Net loss | $ (92,676) | $ (120,070) |
Adjustments to reconcile net loss to cash provided by operating activities: | ||
Depreciation and amortization expense | 37,603 | 41,738 |
Amortization of deferred contract costs | 15,565 | 12,091 |
Amortization of debt issuance costs | 2,055 | 2,040 |
Non-cash lease expense | 4,443 | 4,373 |
Provision for credit losses and returns | 226 | 310 |
Share‑based compensation | 78,082 | 89,524 |
Deferred tax benefit | (1,973) | (2,019) |
Adjustment to contingent consideration | 0 | 388 |
Other | 584 | 4,603 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (6,512) | (15,125) |
Income tax receivable/payable | 267 | 688 |
Prepaid expenses and other assets | (6,838) | (3,351) |
Deferred contract costs | (28,839) | (22,919) |
Accounts payable | 4,916 | 7,766 |
Accrued liabilities | (7,370) | 2,872 |
Deferred revenue | 20,512 | 59,922 |
Net cash provided by operating activities | 20,045 | 62,831 |
Investing activities | ||
Acquisitions, net of cash acquired | (18,797) | (4,023) |
Purchases of equipment and leasehold improvements | (2,522) | (5,645) |
Purchase of investments | (750) | (3,100) |
Other | (14) | (151) |
Net cash used in investing activities | (22,083) | (12,919) |
Financing activities | ||
Debt issuance costs | 0 | (50) |
Cash paid for offering costs | 0 | (104) |
Cash paid for contingent consideration | (206) | (4,588) |
Payment of acquisition-related holdback | (277) | (200) |
Proceeds from the exercise of stock options | 5,640 | 4,682 |
Net cash provided by (used in) financing activities | 5,157 | (260) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (190) | (1,322) |
Net increase in cash, cash equivalents, and restricted cash | 2,929 | 48,330 |
Cash, cash equivalents, and restricted cash, beginning of period | 231,921 | 177,150 |
Cash, cash equivalents, and restricted cash, end of period | 234,850 | 225,480 |
Cash paid for: | ||
Interest | 704 | 683 |
Income taxes, net of refunds | 2,807 | 1,630 |
Non-cash activities: | ||
Employee stock purchase plan | 3,131 | 3,419 |
Offering costs accrued but not paid | 0 | 17 |
Operating lease assets obtained in exchange for operating lease liabilities | 768 | 7,320 |
Purchases of equipment and leasehold improvements accrued but not paid | 159 | 311 |
Reconciliation of cash, cash equivalents, and restricted cash within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows above: | ||
Cash and cash equivalents | 227,619 | 225,480 |
Restricted cash included in other current assets | 3,631 | 0 |
Restricted cash included in other assets | 3,600 | 0 |
Total cash, cash equivalents, and restricted cash | $ 234,850 | $ 225,480 |
Basis of presentation and descr
Basis of presentation and description of business | 9 Months Ended |
Sep. 30, 2023 | |
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 managing and securing Apple at work, and we are the only company in the world that provides a complete management and security solution for an Apple-first environment that is designed to be enterprise secure, consumer simple, and protective of personal privacy. 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. Unaudited interim condensed consolidated financial information The interim condensed consolidated balance sheet as of September 30, 2023, the condensed consolidated statements of operations, of comprehensive loss, and of stockholders’ equity for the three and nine months ended September 30, 2023 and 2022, the condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022, and the related notes are unaudited. The condensed consolidated balance sheet as of December 31, 2022 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, 2022, which was filed with the SEC on March 1, 2023. 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, 2022. 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 and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 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 revenue 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, the expected period of benefit for deferred contract costs, 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 CEO, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. We operate our business as one operating segment and therefore we have one reportable segment. Revenue by geographic region as determined based on the location where the sale originated were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) The Americas (1) $ 95,469 $ 86,687 $ 276,720 $ 241,816 Europe, the Middle East, India, and Africa 36,639 28,622 102,365 82,136 Asia Pacific 10,517 9,248 30,841 24,501 $ 142,625 $ 124,557 $ 409,926 $ 348,453 (1) The vast majority of our Americas revenue comes from the U.S. |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022. There have been no significant changes to these policies during the three and nine months ended September 30, 2023. The following describes the impact of certain policies. 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 the revenue that is term-based and renewable from the revenue that is one-time in nature. Revenue from subscription and non-subscription contractual arrangements were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) SaaS subscription and support and maintenance $ 133,626 $ 112,351 $ 380,954 $ 312,992 On‑premise subscription 4,895 6,173 15,388 17,140 Subscription revenue 138,521 118,524 396,342 330,132 Professional services 3,956 5,216 12,594 14,187 Perpetual licenses 148 817 990 4,134 Non‑subscription revenue 4,104 6,033 13,584 18,321 Total revenue $ 142,625 $ 124,557 $ 409,926 $ 348,453 Contract Balances Contract liabilities consist of customer billings in advance of revenue being recognized. The Company invoices its customers for subscription, support and maintenance, and services in advance. Changes in contract liabilities, including revenue earned during the period from the beginning contract liability balance and new deferrals of revenue during the period, were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Balance, beginning of the period $ 355,051 $ 316,952 $ 346,150 $ 282,128 Acquisitions 3,230 — 3,230 — Revenue earned (114,780) (96,542) (250,724) (199,357) Deferral of revenue 127,803 120,820 272,274 258,459 Other (1) (1,550) — (1,176) — Balance, end of the period $ 369,754 $ 341,230 $ 369,754 $ 341,230 (1) Includes contract assets netted against contract liabilities on a contract-by-contract basis. There were no significant changes to our contract liabilities during the three and nine months ended September 30, 2023 and 2022 outside of our sales activities. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancellable amounts to be invoiced. As of September 30, 2023, the Company had $477.4 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 was $5.6 million and $4.2 million for the three months ended September 30, 2023 and 2022, respectively, and $15.6 million and $12.1 million for the nine months ended September 30, 2023 and 2022, 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 and nine months ended September 30, 2023 and 2022. |
Financial instruments fair valu
Financial instruments fair value | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial instruments fair value | 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. In addition, the contingent consideration associated with the Digita acquisition was measured and recorded at fair value on a recurring basis. The estimated fair value of the contingent payments associated with the Digita acquisition was determined using a Monte Carlo simulation model, which used 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 Company made the final payment related to the contingent consideration in the first quarter of 2023. See Note 4 for more information. The fair value of these financial instruments were as follows: September 30, 2023 Level 1 Level 2 Level 3 Total (in thousands) Assets Cash equivalents: Money market funds $ 140,201 $ — $ — $ 140,201 Total cash equivalents $ 140,201 $ — $ — $ 140,201 December 31, 2022 Level 1 Level 2 Level 3 Total (in thousands) Assets Cash equivalents: Money market funds $ 132,306 $ — $ — $ 132,306 Total cash equivalents $ 132,306 $ — $ — $ 132,306 Liabilities Contingent consideration: Accrued liabilities $ — $ — $ 6,206 $ 6,206 Total contingent consideration $ — $ — $ 6,206 $ 6,206 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Balance, beginning of period $ — $ 5,700 $ 6,206 $ 10,100 Total (gains) losses included in: Net loss — 200 — 388 Payments — — (6,206) (4,588) Balance, end of period $ — $ 5,900 $ — $ 5,900 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 and nine months ended September 30, 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: September 30, 2023 December 31, 2022 Net Carrying Value Estimated Fair Value Net Carrying Value Estimated Fair Value (in thousands) 2026 Notes $ 366,374 $ 312,268 $ 364,505 $ 308,504 As of September 30, 2023 and December 31, 2022, 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 $7.4 million and $9.2 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 | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions dataJAR On July 13, 2023, the Company completed its acquisition of dataJAR, a UK-based leading MSP focused on providing powerful Apple and Jamf services for businesses and educational organizations. dataJAR’s proprietary software provides a single pane of glass for Jamf MSP partners who assist in managing multiple organizations’ deployments, reducing support tickets, and allowing partners to more seamlessly manage devices. We believe this acquisition will help Jamf partner more closely with its MSP partners and expand the reach of its leading Apple-first and Apple-best management and security platform. Under the terms of the dataJAR Purchase Agreement, the Company acquired 100% of the equity interest in dataJAR for total purchase consideration of £19.3 million (or approximately $25.1 million using the exchange rate on July 13, 2023), which included (i) £16.6 million (or approximately $21.6 million using the exchange rate on July 13, 2023) paid upon closing, (ii) £0.2 million (or approximately $0.3 million using the exchange rate on July 13, 2023) in cash as partial security for post-closing true-up adjustments, and (iii) £2.5 million (or approximately $3.2 million using the exchange rate on July 13, 2023) in cash as partial security for post-closing indemnification claims to be released 12 months from the closing date. The cash consideration paid upon closing was funded by the Company’s cash on hand. In addition, the terms of the dataJAR Purchase Agreement provide for additional future payments to the sellers in the amount of £6.5 million (or approximately $8.4 million using the exchange rate on July 13, 2023) if certain key employees continue their employment with the Company through July 13, 2024. This expense is recognized on a straight-line basis over the requisite service period in general and administrative expense in the condensed consolidated statement of operations. The Company recognized expense of $1.7 million related to this agreement during the three months ended September 30, 2023. Acquisition-related expenses of $1.2 million were expensed as incurred. These expenses were recognized as acquisition costs in general and administrative expenses in the condensed consolidated statement of operations. The final purchase accounting allocations for the dataJAR acquisition will be determined within one year from the acquisition date and depend on a number of factors, including the final valuation of our intangible assets acquired and finalization of income tax effects of the opening balance sheet. The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed (in thousands): Assets acquired: Cash and cash equivalents $ 2,789 Trade accounts receivable, net 945 Prepaid expenses 1,208 Other current assets 10 Intangible assets acquired 9,400 Operating lease assets 252 Liabilities assumed: Accounts payable (605) Accrued liabilities (599) Income taxes payable (45) Deferred revenue (3,230) Operating lease liabilities (191) Deferred tax liability (2,398) Goodwill 17,550 Total purchase consideration $ 25,086 The Company accounted for the acquisition by applying the acquisition method of accounting for business combinations in accordance with ASC 805. 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; • anticipated growth in revenue and churn rates for existing customers; • 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; and • discount rates. 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) Customer relationships 6.0 years $ 5,000 Developed technology 5.0 years 4,400 Total identifiable intangible assets $ 9,400 The weighted-average useful life of the intangible assets acquired was 5.5 years. Customer relationships represent the estimated fair value of the underlying relationships with dataJAR customers and were valued using the multi-period excess earnings method. Developed technology represents the estimated fair value of the dataJAR software and was valued using the relief from royalty method. Pro forma results of operations for this acquisition were not presented as the effects were not material to our financial results. ZecOps On November 16, 2022, the Company completed its acquisition of ZecOps, a leader in mobile detection and response, pursuant to the terms of the ZecOps Merger Agreement. This acquisition uniquely positioned Jamf to help IT and security teams strengthen their organization’s mobile security posture. Under the terms of the ZecOps Merger Agreement, the Company acquired 100% of the equity interest in ZecOps for total purchase consideration of $44.5 million. The total purchase consideration included cash consideration of $28.4 million, equity consideration of $15.1 million (based on the closing price of the Company’s common stock on November 16, 2022), and repayment of the $1.0 million SAFE investment in ZecOps the Company entered into in the third quarter of 2022. The cash consideration included (i) $0.3 million in cash held back in an escrow fund as partial security for post-closing true-up adjustments and (ii) $7.2 million in cash held back in an escrow fund as partial security for post-closing indemnification claims with (A) 50% of the then existing escrowed amount to be released 18 months following the closing date and (B) the remaining escrowed amount to be released on March 1, 2025. The cash consideration was funded by the Company’s cash on hand. The equity consideration consisted of up to 711,111 shares of the Company’s common stock, based on (i) the deemed total equity consideration value under the ZecOps Merger Agreement of $19.2 million divided by (ii) the agreed upon floor of the Company’s stock price of $27.00 per share. On the closing date, 710,691 shares of the equity consideration were issued to applicable ZecOps equityholders, and 420 shares were issued into a reserve account, subject to the completion of customary shareholder certifications. The reserved shares were subsequently released in January 2023. In the first quarter of 2023, the Company recorded an immaterial measurement period adjustment. The final purchase accounting allocations for the ZecOps acquisition will be determined within one year from the acquisition date and depend on a number of factors, including the finalization of income tax effects of the opening balance sheet. The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed (in thousands): Assets acquired: Cash and cash equivalents $ 820 Trade accounts receivable, net 448 Prepaid expenses 39 Other current assets 2,104 Intangible assets acquired 9,500 Operating lease assets 104 Liabilities assumed: Accounts payable (73) Accrued liabilities (2,260) Income taxes payable (48) Deferred revenue (1,014) Operating lease liabilities (85) Deferred tax liability (529) Goodwill 35,458 Total purchase consideration $ 44,464 The Company accounted for the acquisition by applying the acquisition method of accounting for business combinations in accordance with ASC 805. 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; • time to recreate customer relationships and anticipated growth in revenue; • research and development costs; • 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 • tax-related valuation allowances. 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 5.0 years $ 5,900 Customer relationships 5.0 years 2,300 Non-competes 3.0 years 1,300 Total identifiable intangible assets $ 9,500 The weighted-average useful life of the intangible assets acquired was 4.7 years. Developed technology represents the estimated fair value of the features underlying the ZecOps products as well as the platform supporting ZecOps customers and was valued using an excess earnings income approach. Customer relationships represent the estimated fair value of the underlying relationships with ZecOps customers and were valued using a replacement cost method, which estimates the cost to recreate the asset. Non-competes represent the estimated fair value of non-compete agreements acquired from ZecOps and were valued using a with-and-without income approach. Pro forma results of operations for this acquisition were not presented as the effects were not material to our financial results. Other 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 of $0.4 million were expensed as incurred. These expenses were recognized as acquisition costs in general and administrative expenses in the condensed consolidated statement of operations. Digita In 2019, the Company recorded contingent consideration in connection with its purchase of the outstanding membership interests of Digita. The maximum contingent consideration was $15.0 million if the acquired business achieved certain revenue milestones by December 31, 2022. The acquired business achieved the minimum revenue milestones, which resulted in the Company making cash payments of $6.2 million, $4.6 million, and $4.2 million in the first quarter of 2023, the first quarter of 2022, and the second quarter of 2021, respectively, to the former owners of the acquired business. See Note 3 for more information on the fair value of the contingent consideration. |
Goodwill and other intangible a
Goodwill and other intangible assets | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Goodwill, beginning of period $ 867,909 $ 823,671 $ 856,925 $ 845,734 Goodwill acquired 17,550 — 17,550 3,014 Measurement period adjustments — — 339 — Foreign currency translation adjustment (8,637) (23,147) 2,008 (48,224) Goodwill, end of period $ 876,822 $ 800,524 $ 876,822 $ 800,524 The gross carrying amount and accumulated amortization of intangible assets other than goodwill were as follows: September 30, 2023 Useful Life Gross Value Accumulated Net Carrying Weighted‑ (in thousands) Trademarks 3 - 8 years $ 34,653 $ 25,515 $ 9,138 2.1 years Customer relationships 2 ‑ 12 years 254,612 113,574 141,038 6.5 years Developed technology 5 - 6.5 years 121,730 76,526 45,204 4.1 years Non‑competes 2 - 3 years 2,884 1,934 950 2.0 years Order backlog 2.5 years 3,543 3,359 184 0.3 years Total intangible assets $ 417,422 $ 220,908 $ 196,514 December 31, 2022 Useful Life Gross Value Accumulated Net Carrying Weighted‑ (in thousands) Trademarks 3 - 8 years $ 34,649 $ 22,200 $ 12,449 2.8 years Customer relationships 2 ‑ 12 years 249,659 96,973 152,686 7.2 years Developed technology 5 - 6.5 years 116,881 66,373 50,508 4.7 years Non‑competes 2 - 3 years 2,864 1,066 1,798 2.3 years Order backlog 2.5 years 3,518 2,215 1,303 1.0 year Total intangible assets $ 407,571 $ 188,827 $ 218,744 The gross value in the tables above includes a cumulative foreign currency translation adjustment of $(10.5) million and $(11.0) million as of September 30, 2023 and December 31, 2022, respectively. The cumulative foreign currency translation adjustment for accumulated amortization was not material as of both September 30, 2023 and December 31, 2022. Amortization expense was $10.9 million and $12.3 million for the three months ended September 30, 2023 and 2022, respectively, and $32.0 million and $36.9 million for the nine months ended September 30, 2023 and 2022, respectively. There were no impairments to goodwill or intangible assets during the three and nine months ended September 30, 2023 and 2022. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases Supplemental balance sheet information related to the Company’s operating leases is as follows: Leases Balance Sheet Classification September 30, 2023 December 31, 2022 (in thousands) Assets Operating lease assets Other assets $ 20,094 $ 23,828 Liabilities Operating lease liabilities - current Accrued liabilities $ 6,232 $ 6,539 Operating lease liabilities - non-current Other liabilities 17,103 21,895 Total operating lease liabilities $ 23,335 $ 28,434 |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Hosting Services and Other Support Software Agreements The Company has various contractual agreements for hosting services and other support software. The below table reflects the minimum payments under these agreements as of September 30, 2023 (in thousands): Years ending December 31: 2023 (remaining three months) $ 2,354 2024 40,198 2025 21,521 2026 1,126 2027 1,126 Thereafter — $ 66,325 As of September 30, 2023, the Company also has a variable obligation of $17.5 million over the term of a three-year contract for third-party hosting services. The Company entered into this contract in May 2022. The variable obligation is not reflected in the table above. 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 September 30, 2023 or December 31, 2022. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes the balances and availability of our 2026 Notes and 2020 Revolving Credit Facility: Outstanding (1) Unutilized Amount Interest Rate Maturity Date September 30, December 31, September 30, December 31, September 30, December 31, (in thousands) 2026 Notes $ 366,374 $ 364,505 N/A N/A 0.125% 0.125% Sept. 1, 2026 2020 Revolving Credit Facility 1,037 1,037 $ 148,963 $ 148,963 1.25% (2) 1.25% (2) July 27, 2025 (1) Represents the net carrying amount of our 2026 Notes and outstanding letters of credit under the 2020 Revolving Credit Facility. (2) Represents the rate on the outstanding letters of credit under the 2020 Revolving Credit Facility. See further discussion on the interest rate applicable to borrowings under the 2020 Revolving Credit Facility below. 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. The initial conversion rate for the 2026 Notes is 20.0024 shares of the Company’s common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $49.99 per share of common stock. As of September 30, 2023, 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 periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Contractual interest expense $ 116 $ 116 $ 350 $ 350 Amortization of issuance costs 624 620 1,869 1,854 The effective interest rate on the 2026 Notes was 0.81% for both the three and nine months ended September 30, 2023 and 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 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 September 30, 2023 and December 31, 2022. Effective April 7, 2023, we entered into the Credit Agreement Amendment, which amends certain provisions of the 2020 Credit Agreement. The Credit Agreement Amendment updated the benchmark interest rate provisions to replace the LIBO Rate with the Adjusted Term SOFR for purposes of calculating interest for U.S. dollar-denominated borrowings under the terms of the 2020 Credit Agreement. Except as amended by the Credit Agreement Amendment, the remaining terms of the 2020 Credit Agreement remain in full force and effect. The interest rates applicable to revolving borrowings under the 2020 Credit Agreement are, at the Company’s option, either (i) a base rate, which is equal to the greater of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.50%, and (c) the Adjusted Term SOFR Rate (subject to a floor) for a one month interest period (each term as defined in the 2020 Credit Agreement) plus 1.00%, (ii) the Adjusted Term SOFR Rate (subject to a floor) equal to the Term SOFR Rate for the applicable interest period plus 0.10%, or (iii) the Adjusted LIBO Rate (subject to a floor) equal to the LIBO Rate for the applicable interest period multiplied by the Statutory Reserve Rate, plus in the case of each of clauses (i), (ii), and (iii), the Applicable Rate (each term as defined in the 2020 Credit Agreement). The Applicable Rate (i) for base rate loans range from 0.25% to 1.00% per annum and (ii) for LIBO Rate and Term SOFR Rate loans range from 1.25% to 2.00% per annum, in each case, based on the Senior Secured Net Leverage Ratio (each term as defined in the 2020 Credit Agreement). Base rate borrowings may only be made in dollars. The Company pays a commitment fee during the term of the 2020 Credit Agreement ranging from 0.20% to 0.35% per annum of the average daily undrawn portion of the revolving commitments based on the Senior Secured Net Leverage Ratio. |
Share-based compensation
Share-based compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based compensation | Share-based compensationThe 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Cost of revenue: Subscription $ 2,653 $ 2,479 $ 7,635 $ 6,495 Services 362 344 994 961 Sales and marketing 8,493 6,955 25,068 26,625 Research and development 6,429 5,130 17,863 19,620 General and administrative 10,412 5,582 26,522 35,823 $ 28,349 $ 20,490 $ 78,082 $ 89,524 Equity Incentive Plans The maximum number of shares of common stock available for issuance under the 2020 Plan was 29,183,546 shares as of January 1, 2023 . As of September 30, 2023, 14,093,923 shares of common stock were reserved for additional grants under the 2020 Plan and 128,928 shares of common stock were 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. Return Target Options The table below summarizes return target option activity for the nine months ended September 30, 2023: Options Weighted‑ Weighted‑ Aggregate Outstanding, December 31, 2022 3,272,920 $ 6.75 5.8 $ 47,623 Granted — — Exercised (668,298) 7.26 9,174 Forfeitures — — Outstanding, September 30, 2023 2,604,622 $ 6.62 4.6 $ 28,762 Options exercisable at September 30, 2023 2,604,622 $ 6.62 4.6 $ 28,762 Vested or expected to vest at September 30, 2023 2,604,622 $ 6.62 4.6 $ 28,762 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. The return target options outstanding on June 27, 2022 were modified such that these options were deemed fully vested as of June 30, 2022. During the three months ended June 30, 2022, with the filing of a Form S-3 “shelf” registration statement, the market condition and the implied performance obligation were deemed to be satisfied and the Company recognized $33.0 million of stock-based compensation expense. There is no remaining unrecognized compensation expense related to these return target options as of September 30, 2023. The Company issues new shares when return target options are exercised. Service-Based Options The table below summarizes the service-based option activity for the nine months ended September 30, 2023: Options Weighted‑ Weighted‑ Aggregate Outstanding, December 31, 2022 1,215,822 $ 5.70 5.1 $ 18,968 Granted — — Exercised (110,291) 7.13 1,490 Forfeitures — — Outstanding, September 30, 2023 1,105,531 $ 5.56 3.4 $ 13,381 Options exercisable at September 30, 2023 1,092,239 $ 5.52 3.3 $ 13,255 Vested or expected to vest at September 30, 2023 1,105,531 $ 5.56 3.4 $ 13,381 Restricted Stock Units RSU activity for the nine months ended September 30, 2023 was as follows: Units Weighted-Average Grant Date Fair Value (per share) Outstanding, December 31, 2022 8,417,357 $ 29.61 Granted 4,931,937 19.86 Vested (1,572,281) 29.87 Forfeited (685,324) 28.32 Outstanding, September 30, 2023 11,091,689 $ 25.36 RSUs under the 2020 Plan generally vest ratably on an annual basis over four years. There was $220.8 million of unrecognized compensation expense related to unvested RSUs that is expected to be recognized over a weighted-average period of 2.7 years as of September 30, 2023. The total fair value of RSUs vested during the nine months ended September 30, 2023 was $47.0 million. In connection with the Company’s former CEO Dean Hager’s Transition and Retirement Agreement, dated May 2, 2023, and his retirement effective September 1, 2023, the Company recognized incremental stock-based compensation expense related to the modification of vested stock options and acceleration of expense of unvested RSUs through the retirement date of $4.3 million and $10.0 million during the three and nine months ended September 30, 2023, respectively. Employee Stock Purchase Plan As of September 30, 2023 and December 31, 2022, the Company withheld, at the employees’ request, $2.6 million and $1.1 million, respectively, of eligible employee compensation, which is included in accrued liabilities in the condensed consolidated balance sheets, for purchases of common stock under the 2021 ESPP. As of September 30, 2023, 4,925,810 shares of common stock were reserved for future issuance under the 2021 ESPP. During the nine months ended September 30, 2023, 204,962 shares of common stock were issued under the 2021 ESPP at a weighted-average purchase price of $15.76 per share. Total proceeds to the Company were $3.1 million during the nine months ended September 30, 2023. The average grant date fair value for the offering period under the 2021 ESPP that commenced on May 1, 2023 was $5.22 per share. The Company used the following assumptions in the Black-Scholes option pricing model to estimate the fair value: Three and Nine Months Ended Expected term 0.5 years Expected volatility 51.25% Risk-free interest rate 5.14% Expected dividend yield —% 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 September 30, 2023. |
Net loss per share
Net loss per share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net loss per share The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands, except share and per share amounts) Numerator: Net loss $ (32,277) $ (31,302) $ (92,676) $ (120,070) Denominator: Weighted-average shares used to compute net loss per share, basic and diluted 125,537,246 121,014,325 124,455,109 120,188,587 Basic and diluted net loss per share $ (0.26) $ (0.26) $ (0.74) $ (1.00) Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Because we have reported a net loss for the three and nine months ended September 30, 2023 and 2022, 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 given that the potentially dilutive shares would have been antidilutive if included in this 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: As of September 30, 2023 2022 Stock options outstanding 3,710,153 4,583,520 Unvested restricted stock units 11,091,689 8,821,852 Shares related to the 2026 Notes 7,475,897 7,475,897 Shares committed under the 2021 ESPP 216,718 196,410 Total potentially dilutive securities 22,494,457 21,077,679 |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The Company calculated the year-to-date income tax provision by applying the estimated annual effective tax rate to the year-to-date pre-tax income for each applicable jurisdiction and adjusted for discrete tax items in the period. The following table presents benefit (provision) for income taxes: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands, except percentages) Loss before income tax benefit (provision) $ (32,833) $ (31,213) $ (91,529) $ (119,749) Income tax benefit (provision) 556 (89) (1,147) (321) Effective tax rate 1.7 % (0.3) % (1.3) % (0.3) % For the periods presented, the difference between the statutory rate and the Company’s effective tax rate was primarily due to the valuation allowances on its U.S. and UK tax assets. The effective tax rate is also impacted by state taxes and earnings realized in foreign jurisdictions and the acquisition of dataJAR. The Tax Cuts and Jobs Act enacted on December 22, 2017 amended Internal Revenue Code Section 174 to require that specific R&E expenditures be capitalized and amortized over five years (U.S. R&E) or fifteen years (non-U.S. R&E) beginning in 2022. Although Congress has considered legislation that would defer, modify, or repeal the capitalization and amortization requirement, there is no assurance that the provision will be deferred, repealed, or otherwise modified. If the requirement is not modified, the Company may be required to utilize some of its federal and state tax attributes. |
Related party transactions
Related party transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions As of September 30, 2023 and December 31, 2022, the Company accrued $1.5 million and $1.3 million, respectively, related to JNGF pledges, which are included in accrued liabilities in the condensed consolidated balance sheets. The Company may engage in transactions in the ordinary course of business with significant shareholders or other companies whose directors or officers may also serve as directors or officers for the Company. The Company carries out these transactions on customary terms. Vista is a U.S.-based investment firm that controls the funds which previously owned a majority of the Company. In 2021, Vista sold a portion of its investment in the Company such that its funds no longer owned a majority of the Company as of September 30, 2023. However, Vista is deemed a related party in accordance with ASC 850 as it continues to be a principal owner of the Company. There were no material transactions with Vista or its affiliates during the three and nine months ended September 30, 2023 and 2022. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (32,277) | $ (31,302) | $ (92,676) | $ (120,070) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 shares | Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Vina Leite [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On September 8, 2023, Vina Leite, one of the Company’s directors, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”). Ms. Leite’s 10b5-1 Plan provides for the potential sale of up to 14,681 shares of common stock, subject to certain conditions, from December 8, 2023 through September 8, 2024. | |
Name | Vina Leite | |
Title | director | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | September 8, 2023 | |
Arrangement Duration | 275 days | |
Aggregate Available | 14,681 | 14,681 |
Jason Wudi [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On September 14, 2023, Jason Wudi, the Company’s Chief Innovation Officer, entered into a 10b5-1 Plan. Mr. Wudi’s 10b5-1 Plan provides for the potential sale of up to 96,264 shares of common stock, subject to certain conditions, from December 14, 2023 through September 14, 2024. | |
Name | Jason Wudi | |
Title | Chief Innovation Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | September 14, 2023 | |
Arrangement Duration | 275 days | |
Aggregate Available | 96,264 | 96,264 |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | 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. |
Principles of consolidation | All intercompany accounts and transactions have been eliminated. |
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 revenue 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, the expected period of benefit for deferred contract costs, 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 CEO, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. |
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 |
Financial instruments fair value | 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 acquisition was measured and recorded at fair value on a recurring basis. The estimated fair value of the contingent payments associated with the Digita acquisition was determined using a Monte Carlo simulation model, which used Level 3 inputs, including assumptions about the probability of |
Basis of presentation and des_2
Basis of presentation and description of business (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Revenue by Geographic Location | Revenue by geographic region as determined based on the location where the sale originated were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) The Americas (1) $ 95,469 $ 86,687 $ 276,720 $ 241,816 Europe, the Middle East, India, and Africa 36,639 28,622 102,365 82,136 Asia Pacific 10,517 9,248 30,841 24,501 $ 142,625 $ 124,557 $ 409,926 $ 348,453 (1) The vast majority of our Americas revenue comes from the U.S. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | Revenue from subscription and non-subscription contractual arrangements were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) SaaS subscription and support and maintenance $ 133,626 $ 112,351 $ 380,954 $ 312,992 On‑premise subscription 4,895 6,173 15,388 17,140 Subscription revenue 138,521 118,524 396,342 330,132 Professional services 3,956 5,216 12,594 14,187 Perpetual licenses 148 817 990 4,134 Non‑subscription revenue 4,104 6,033 13,584 18,321 Total revenue $ 142,625 $ 124,557 $ 409,926 $ 348,453 |
Schedule of Contract with Customer Asset and Liability | Changes in contract liabilities, including revenue earned during the period from the beginning contract liability balance and new deferrals of revenue during the period, were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Balance, beginning of the period $ 355,051 $ 316,952 $ 346,150 $ 282,128 Acquisitions 3,230 — 3,230 — Revenue earned (114,780) (96,542) (250,724) (199,357) Deferral of revenue 127,803 120,820 272,274 258,459 Other (1) (1,550) — (1,176) — Balance, end of the period $ 369,754 $ 341,230 $ 369,754 $ 341,230 (1) Includes contract assets netted against contract liabilities on a contract-by-contract basis. |
Financial instruments fair va_2
Financial instruments fair value (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments | The fair value of these financial instruments were as follows: September 30, 2023 Level 1 Level 2 Level 3 Total (in thousands) Assets Cash equivalents: Money market funds $ 140,201 $ — $ — $ 140,201 Total cash equivalents $ 140,201 $ — $ — $ 140,201 December 31, 2022 Level 1 Level 2 Level 3 Total (in thousands) Assets Cash equivalents: Money market funds $ 132,306 $ — $ — $ 132,306 Total cash equivalents $ 132,306 $ — $ — $ 132,306 Liabilities Contingent consideration: Accrued liabilities $ — $ — $ 6,206 $ 6,206 Total contingent consideration $ — $ — $ 6,206 $ 6,206 |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Balance, beginning of period $ — $ 5,700 $ 6,206 $ 10,100 Total (gains) losses included in: Net loss — 200 — 388 Payments — — (6,206) (4,588) Balance, end of period $ — $ 5,900 $ — $ 5,900 |
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: September 30, 2023 December 31, 2022 Net Carrying Value Estimated Fair Value Net Carrying Value Estimated Fair Value (in thousands) 2026 Notes $ 366,374 $ 312,268 $ 364,505 $ 308,504 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 (in thousands): Assets acquired: Cash and cash equivalents $ 2,789 Trade accounts receivable, net 945 Prepaid expenses 1,208 Other current assets 10 Intangible assets acquired 9,400 Operating lease assets 252 Liabilities assumed: Accounts payable (605) Accrued liabilities (599) Income taxes payable (45) Deferred revenue (3,230) Operating lease liabilities (191) Deferred tax liability (2,398) Goodwill 17,550 Total purchase consideration $ 25,086 Assets acquired: Cash and cash equivalents $ 820 Trade accounts receivable, net 448 Prepaid expenses 39 Other current assets 2,104 Intangible assets acquired 9,500 Operating lease assets 104 Liabilities assumed: Accounts payable (73) Accrued liabilities (2,260) Income taxes payable (48) Deferred revenue (1,014) Operating lease liabilities (85) Deferred tax liability (529) Goodwill 35,458 Total purchase consideration $ 44,464 |
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) Customer relationships 6.0 years $ 5,000 Developed technology 5.0 years 4,400 Total identifiable intangible assets $ 9,400 The estimated useful lives and fair values of the identifiable intangible assets acquired were as follows: Useful Life Gross Value (in thousands) Developed technology 5.0 years $ 5,900 Customer relationships 5.0 years 2,300 Non-competes 3.0 years 1,300 Total identifiable intangible assets $ 9,500 |
Goodwill and other intangible_2
Goodwill and other intangible assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Goodwill, beginning of period $ 867,909 $ 823,671 $ 856,925 $ 845,734 Goodwill acquired 17,550 — 17,550 3,014 Measurement period adjustments — — 339 — Foreign currency translation adjustment (8,637) (23,147) 2,008 (48,224) Goodwill, end of period $ 876,822 $ 800,524 $ 876,822 $ 800,524 |
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: September 30, 2023 Useful Life Gross Value Accumulated Net Carrying Weighted‑ (in thousands) Trademarks 3 - 8 years $ 34,653 $ 25,515 $ 9,138 2.1 years Customer relationships 2 ‑ 12 years 254,612 113,574 141,038 6.5 years Developed technology 5 - 6.5 years 121,730 76,526 45,204 4.1 years Non‑competes 2 - 3 years 2,884 1,934 950 2.0 years Order backlog 2.5 years 3,543 3,359 184 0.3 years Total intangible assets $ 417,422 $ 220,908 $ 196,514 December 31, 2022 Useful Life Gross Value Accumulated Net Carrying Weighted‑ (in thousands) Trademarks 3 - 8 years $ 34,649 $ 22,200 $ 12,449 2.8 years Customer relationships 2 ‑ 12 years 249,659 96,973 152,686 7.2 years Developed technology 5 - 6.5 years 116,881 66,373 50,508 4.7 years Non‑competes 2 - 3 years 2,864 1,066 1,798 2.3 years Order backlog 2.5 years 3,518 2,215 1,303 1.0 year Total intangible assets $ 407,571 $ 188,827 $ 218,744 |
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: September 30, 2023 Useful Life Gross Value Accumulated Net Carrying Weighted‑ (in thousands) Trademarks 3 - 8 years $ 34,653 $ 25,515 $ 9,138 2.1 years Customer relationships 2 ‑ 12 years 254,612 113,574 141,038 6.5 years Developed technology 5 - 6.5 years 121,730 76,526 45,204 4.1 years Non‑competes 2 - 3 years 2,884 1,934 950 2.0 years Order backlog 2.5 years 3,543 3,359 184 0.3 years Total intangible assets $ 417,422 $ 220,908 $ 196,514 December 31, 2022 Useful Life Gross Value Accumulated Net Carrying Weighted‑ (in thousands) Trademarks 3 - 8 years $ 34,649 $ 22,200 $ 12,449 2.8 years Customer relationships 2 ‑ 12 years 249,659 96,973 152,686 7.2 years Developed technology 5 - 6.5 years 116,881 66,373 50,508 4.7 years Non‑competes 2 - 3 years 2,864 1,066 1,798 2.3 years Order backlog 2.5 years 3,518 2,215 1,303 1.0 year Total intangible assets $ 407,571 $ 188,827 $ 218,744 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to the Company’s operating leases is as follows: Leases Balance Sheet Classification September 30, 2023 December 31, 2022 (in thousands) Assets Operating lease assets Other assets $ 20,094 $ 23,828 Liabilities Operating lease liabilities - current Accrued liabilities $ 6,232 $ 6,539 Operating lease liabilities - non-current Other liabilities 17,103 21,895 Total operating lease liabilities $ 23,335 $ 28,434 |
Commitment and contingencies (T
Commitment and contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Minimum Payments Under Contractual Agreements | The below table reflects the minimum payments under these agreements as of September 30, 2023 (in thousands): Years ending December 31: 2023 (remaining three months) $ 2,354 2024 40,198 2025 21,521 2026 1,126 2027 1,126 Thereafter — $ 66,325 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Balances and Availability of 2026 Notes and 2020 Revolving Credit Facility | The following table summarizes the balances and availability of our 2026 Notes and 2020 Revolving Credit Facility: Outstanding (1) Unutilized Amount Interest Rate Maturity Date September 30, December 31, September 30, December 31, September 30, December 31, (in thousands) 2026 Notes $ 366,374 $ 364,505 N/A N/A 0.125% 0.125% Sept. 1, 2026 2020 Revolving Credit Facility 1,037 1,037 $ 148,963 $ 148,963 1.25% (2) 1.25% (2) July 27, 2025 (1) Represents the net carrying amount of our 2026 Notes and outstanding letters of credit under the 2020 Revolving Credit Facility. (2) Represents the rate on the outstanding letters of credit under the 2020 Revolving Credit Facility. See further discussion on the interest rate applicable to borrowings under the 2020 Revolving Credit Facility below. |
Schedule of Interest Expense | The following table sets forth the interest expense related to the 2026 Notes for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Contractual interest expense $ 116 $ 116 $ 350 $ 350 Amortization of issuance costs 624 620 1,869 1,854 |
Share-based compensation (Table
Share-based compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Compensation Expense | The Company recognized stock-based compensation expense for all equity arrangements as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Cost of revenue: Subscription $ 2,653 $ 2,479 $ 7,635 $ 6,495 Services 362 344 994 961 Sales and marketing 8,493 6,955 25,068 26,625 Research and development 6,429 5,130 17,863 19,620 General and administrative 10,412 5,582 26,522 35,823 $ 28,349 $ 20,490 $ 78,082 $ 89,524 |
Schedule of Stock-Option Activity | The table below summarizes return target option activity for the nine months ended September 30, 2023: Options Weighted‑ Weighted‑ Aggregate Outstanding, December 31, 2022 3,272,920 $ 6.75 5.8 $ 47,623 Granted — — Exercised (668,298) 7.26 9,174 Forfeitures — — Outstanding, September 30, 2023 2,604,622 $ 6.62 4.6 $ 28,762 Options exercisable at September 30, 2023 2,604,622 $ 6.62 4.6 $ 28,762 Vested or expected to vest at September 30, 2023 2,604,622 $ 6.62 4.6 $ 28,762 The table below summarizes the service-based option activity for the nine months ended September 30, 2023: Options Weighted‑ Weighted‑ Aggregate Outstanding, December 31, 2022 1,215,822 $ 5.70 5.1 $ 18,968 Granted — — Exercised (110,291) 7.13 1,490 Forfeitures — — Outstanding, September 30, 2023 1,105,531 $ 5.56 3.4 $ 13,381 Options exercisable at September 30, 2023 1,092,239 $ 5.52 3.3 $ 13,255 Vested or expected to vest at September 30, 2023 1,105,531 $ 5.56 3.4 $ 13,381 |
Schedule of Restricted Stock Units Stock Option Activity | RSU activity for the nine months ended September 30, 2023 was as follows: Units Weighted-Average Grant Date Fair Value (per share) Outstanding, December 31, 2022 8,417,357 $ 29.61 Granted 4,931,937 19.86 Vested (1,572,281) 29.87 Forfeited (685,324) 28.32 Outstanding, September 30, 2023 11,091,689 $ 25.36 |
Schedule of Fair Value Assumptions | The Company used the following assumptions in the Black-Scholes option pricing model to estimate the fair value: Three and Nine Months Ended Expected term 0.5 years Expected volatility 51.25% Risk-free interest rate 5.14% Expected dividend yield —% |
Net loss per share (Tables)
Net loss per share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands, except share and per share amounts) Numerator: Net loss $ (32,277) $ (31,302) $ (92,676) $ (120,070) Denominator: Weighted-average shares used to compute net loss per share, basic and diluted 125,537,246 121,014,325 124,455,109 120,188,587 Basic and diluted net loss per share $ (0.26) $ (0.26) $ (0.74) $ (1.00) |
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: As of September 30, 2023 2022 Stock options outstanding 3,710,153 4,583,520 Unvested restricted stock units 11,091,689 8,821,852 Shares related to the 2026 Notes 7,475,897 7,475,897 Shares committed under the 2021 ESPP 216,718 196,410 Total potentially dilutive securities 22,494,457 21,077,679 |
Income taxes (Tables)
Income taxes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The following table presents benefit (provision) for income taxes: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands, except percentages) Loss before income tax benefit (provision) $ (32,833) $ (31,213) $ (91,529) $ (119,749) Income tax benefit (provision) 556 (89) (1,147) (321) Effective tax rate 1.7 % (0.3) % (1.3) % (0.3) % |
Basis of presentation and des_3
Basis of presentation and description of business (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | |
Non‑subscription revenue | ||||
Number of operating segment | segment | 1 | |||
Number of reportable segment | segment | 1 | |||
Revenue | $ 142,625 | $ 124,557 | $ 409,926 | $ 348,453 |
The Americas | ||||
Non‑subscription revenue | ||||
Revenue | 95,469 | 86,687 | 276,720 | 241,816 |
Europe, the Middle East, India, and Africa | ||||
Non‑subscription revenue | ||||
Revenue | 36,639 | 28,622 | 102,365 | 82,136 |
Asia Pacific | ||||
Non‑subscription revenue | ||||
Revenue | $ 10,517 | $ 9,248 | $ 30,841 | $ 24,501 |
Summary of significant accoun_4
Summary of significant accounting policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Non‑subscription revenue | ||||
Total revenue | $ 142,625 | $ 124,557 | $ 409,926 | $ 348,453 |
Subscription | ||||
Non‑subscription revenue | ||||
Total revenue | 138,521 | 118,524 | 396,342 | 330,132 |
Subscription | Subscription revenue | ||||
Non‑subscription revenue | ||||
Total revenue | 138,521 | 118,524 | 396,342 | 330,132 |
SaaS subscription and support and maintenance | Subscription revenue | ||||
Non‑subscription revenue | ||||
Total revenue | 133,626 | 112,351 | 380,954 | 312,992 |
On‑premise subscription | Subscription revenue | ||||
Non‑subscription revenue | ||||
Total revenue | 4,895 | 6,173 | 15,388 | 17,140 |
Non‑subscription revenue | Non Recurring Revenue Generating Arrangements | ||||
Non‑subscription revenue | ||||
Total revenue | 4,104 | 6,033 | 13,584 | 18,321 |
Professional services | ||||
Non‑subscription revenue | ||||
Total revenue | 3,956 | 5,216 | 12,594 | 14,187 |
Professional services | Non Recurring Revenue Generating Arrangements | ||||
Non‑subscription revenue | ||||
Total revenue | 3,956 | 5,216 | 12,594 | 14,187 |
Perpetual licenses | ||||
Non‑subscription revenue | ||||
Total revenue | 148 | 817 | 990 | 4,134 |
Perpetual licenses | Non Recurring Revenue Generating Arrangements | ||||
Non‑subscription revenue | ||||
Total revenue | $ 148 | $ 817 | $ 990 | $ 4,134 |
Summary of significant accoun_5
Summary of significant accounting policies - Schedule of Contract Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Contract With Customer, Liability [Roll Forward] | ||||
Balance, beginning of the period | $ 355,051 | $ 316,952 | $ 346,150 | $ 282,128 |
Acquisitions | 3,230 | 0 | 3,230 | 0 |
Revenue earned | (114,780) | (96,542) | (250,724) | (199,357) |
Deferral of revenue | 127,803 | 120,820 | 272,274 | 258,459 |
Other | (1,550) | 0 | (1,176) | 0 |
Balance, end of the period | $ 369,754 | $ 341,230 | $ 369,754 | $ 341,230 |
Summary of significant accoun_6
Summary of significant accounting policies - Remaining Performance Obligations (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 477.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 72% |
Remaining performance obligation, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | 3 years |
Summary of significant accoun_7
Summary of significant accounting policies - Deferred Contract Costs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Total amortization of contract costs | $ 5,600,000 | $ 4,200,000 | $ 15,600,000 | $ 12,100,000 |
Impairment losses | $ 0 | $ 0 | $ 0 | $ 0 |
Financial instruments fair va_3
Financial instruments fair value - Schedule of Financial Instruments (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Total cash equivalents | $ 140,201 | $ 132,306 |
Liabilities | ||
Total contingent consideration | 6,206 | |
Accrued liabilities | ||
Liabilities | ||
Total contingent consideration | 6,206 | |
Money market funds | ||
Assets | ||
Total cash equivalents | 140,201 | 132,306 |
Level 1 | ||
Assets | ||
Total cash equivalents | 140,201 | 132,306 |
Liabilities | ||
Total contingent consideration | 0 | |
Level 1 | Accrued liabilities | ||
Liabilities | ||
Total contingent consideration | 0 | |
Level 1 | Money market funds | ||
Assets | ||
Total cash equivalents | 140,201 | 132,306 |
Level 2 | ||
Assets | ||
Total cash equivalents | 0 | 0 |
Liabilities | ||
Total contingent consideration | 0 | |
Level 2 | Accrued liabilities | ||
Liabilities | ||
Total contingent consideration | 0 | |
Level 2 | Money market funds | ||
Assets | ||
Total cash equivalents | 0 | 0 |
Level 3 | ||
Assets | ||
Total cash equivalents | 0 | 0 |
Liabilities | ||
Total contingent consideration | 6,206 | |
Level 3 | Accrued liabilities | ||
Liabilities | ||
Total contingent consideration | 6,206 | |
Level 3 | Money market funds | ||
Assets | ||
Total cash equivalents | $ 0 | $ 0 |
Financial instruments fair va_4
Financial instruments fair value - Schedule of Changes in Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance, beginning of period | $ 0 | $ 5,700 | $ 6,206 | $ 10,100 |
Net loss | 0 | 200 | 0 | 388 |
Payments | 0 | 0 | (6,206) | (4,588) |
Balance, end of period | $ 0 | $ 5,900 | $ 0 | $ 5,900 |
Financial instruments fair va_5
Financial instruments fair value - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - 2026 Notes - Convertible Debt - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Net Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
2026 Notes | $ 366,374 | $ 364,505 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
2026 Notes | $ 312,268 | $ 308,504 |
Financial instruments fair va_6
Financial instruments fair value - Narrative (Details) - Convertible Senior Notes Due 2026 - Convertible Debt - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 17, 2021 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Principal amount | $ 373.8 | ||
Debt issuances costs capitalized | $ 7.4 | $ 9.2 |
Acquisitions - DataJar (Details
Acquisitions - DataJar (Details) - DataJAR £ in Millions | 3 Months Ended | |||
Jul. 13, 2023 USD ($) | Jul. 13, 2023 GBP (£) | Sep. 30, 2023 USD ($) | Jul. 13, 2023 GBP (£) | |
Acquisition | ||||
Voting interest | 100% | 100% | ||
Business combination, consideration transferred | $ 25,100,000 | £ 19.3 | ||
Cash paid upon closing | 21,600,000 | 16.6 | ||
Business combination partial security for post closing true up adjustments | 300,000 | 0.2 | ||
Business combination partial security for post closing indemnification claims | 3,200,000 | £ 2.5 | ||
Contingent consideration, liability | 8,400,000 | £ 6.5 | ||
Recognized compensation expense | $ 1,700,000 | |||
Acquisition-related expenses | $ 1,200,000 | |||
Goodwill deductible for income tax purposes | $ 0 |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquisitions (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jul. 13, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Nov. 16, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Liabilities assumed: | ||||||||
Goodwill | $ 876,822 | $ 867,909 | $ 856,925 | $ 800,524 | $ 823,671 | $ 845,734 | ||
DataJAR | ||||||||
Assets acquired: | ||||||||
Cash and cash equivalents | $ 2,789 | |||||||
Trade accounts receivable, net | 945 | |||||||
Prepaid expenses | 1,208 | |||||||
Other current assets | 10 | |||||||
Intangible assets acquired | 9,400 | |||||||
Operating lease assets | 252 | |||||||
Liabilities assumed: | ||||||||
Accounts payable | (605) | |||||||
Accrued liabilities | (599) | |||||||
Income taxes payable | (45) | |||||||
Deferred revenue | (3,230) | |||||||
Operating lease liabilities | (191) | |||||||
Deferred tax liability | (2,398) | |||||||
Goodwill | 17,550 | |||||||
Total purchase consideration | $ 25,086 | |||||||
ZecOps | ||||||||
Assets acquired: | ||||||||
Cash and cash equivalents | $ 820 | |||||||
Trade accounts receivable, net | 448 | |||||||
Prepaid expenses | 39 | |||||||
Other current assets | 2,104 | |||||||
Intangible assets acquired | 9,500 | |||||||
Operating lease assets | 104 | |||||||
Liabilities assumed: | ||||||||
Accounts payable | (73) | |||||||
Accrued liabilities | (2,260) | |||||||
Income taxes payable | (48) | |||||||
Deferred revenue | (1,014) | |||||||
Operating lease liabilities | (85) | |||||||
Deferred tax liability | (529) | |||||||
Goodwill | 35,458 | |||||||
Total purchase consideration | $ 44,464 |
Acquisitions - Schedule of Fini
Acquisitions - Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - USD ($) $ in Thousands | Jul. 13, 2023 | Nov. 16, 2022 |
DataJAR | ||
Acquisition | ||
Useful Life | 5 years 6 months | |
Gross Value | $ 9,400 | |
DataJAR | Customer relationships | ||
Acquisition | ||
Useful Life | 6 years | |
Gross Value | $ 5,000 | |
DataJAR | Developed technology | ||
Acquisition | ||
Useful Life | 5 years | |
Gross Value | $ 4,400 | |
ZecOps | ||
Acquisition | ||
Useful Life | 4 years 8 months 12 days | |
Gross Value | $ 9,500 | |
ZecOps | Customer relationships | ||
Acquisition | ||
Useful Life | 5 years | |
Gross Value | $ 2,300 | |
ZecOps | Developed technology | ||
Acquisition | ||
Useful Life | 5 years | |
Gross Value | $ 5,900 | |
ZecOps | Non-competes | ||
Acquisition | ||
Useful Life | 3 years | |
Gross Value | $ 1,300 |
Acquisitions - ZecOps (Details)
Acquisitions - ZecOps (Details) - ZecOps | Nov. 16, 2022 USD ($) $ / shares shares |
Acquisition | |
Voting interest | 100% |
Business combination, consideration transferred | $ 44,500,000 |
Payments to acquire businesses, gross | 28,400,000 |
Shares issued (in shares) | 15,100,000 |
Business acquisition repayment of investment | 1,000,000 |
Business acquisition escrow fund as partial security for post closing true up adjustments | 300,000 |
Business acquisition escrow fund as partial security for post closing true up adjustments indemnification claims | $ 7,200,000 |
Business acquisition existing escrow amount percentage | 50% |
Business acquisition existing escrow amount period | 18 months |
Business acquisition, equity interest issued or issuable, number of shares (in share) | shares | 711,111 |
Business acquisition, equity interest issued or issuable, value assigned | $ 19,200,000 |
Stock price (in dollars per share) | $ / shares | $ 27 |
Goodwill deductible for income tax purposes | $ 0 |
Equity Consideration, Issued To Equityholders | |
Acquisition | |
Business acquisition, equity interest issued or issuable, number of shares (in share) | shares | 710,691 |
Equity Consideration, Issued To Reserve Account | |
Acquisition | |
Business a acquisition equity interest issued or issuable number of shares reserved (in share) | shares | 420 |
Acquisitions - Other (Details)
Acquisitions - Other (Details) | 3 Months Ended | ||||||
Mar. 31, 2022 USD ($) acquistion | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Acquisition | |||||||
Goodwill | $ 876,822,000 | $ 867,909,000 | $ 856,925,000 | $ 800,524,000 | $ 823,671,000 | $ 845,734,000 | |
Series of Individually Immaterial Business Acquisitions | |||||||
Acquisition | |||||||
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 | |||||||
Acquisition | |||||||
Developed technology | $ 900,000 | ||||||
Weighted-average economic life of intangible assets acquired | 5 years |
Acquisitions - Digita (Details)
Acquisitions - Digita (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2019 | |
Acquisition | ||||||
Cash payments for contingent consideration | $ 206 | $ 4,588 | ||||
Digita | ||||||
Acquisition | ||||||
Maximum contingent consideration | $ 15,000 | |||||
Cash payments for contingent consideration | $ 6,200 | $ 4,600 | $ 4,200 |
Goodwill and other intangible_3
Goodwill and other intangible assets - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill [Roll Forward] | ||||
Goodwill, beginning of period | $ 867,909 | $ 823,671 | $ 856,925 | $ 845,734 |
Goodwill acquired | 17,550 | 0 | 17,550 | 3,014 |
Measurement period adjustments | 0 | 0 | 339 | 0 |
Foreign currency translation adjustment | (8,637) | (23,147) | 2,008 | (48,224) |
Goodwill, end of period | $ 876,822 | $ 800,524 | $ 876,822 | $ 800,524 |
Goodwill and other intangible_4
Goodwill and other intangible assets - Schedule of Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 417,422 | $ 407,571 |
Accumulated Amortization | 220,908 | 188,827 |
Net Carrying Value | 196,514 | 218,744 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | 34,653 | 34,649 |
Accumulated Amortization | 25,515 | 22,200 |
Net Carrying Value | $ 9,138 | $ 12,449 |
Weighted‑ Average Remaining Useful Life | 2 years 1 month 6 days | 2 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 | $ 254,612 | $ 249,659 |
Accumulated Amortization | 113,574 | 96,973 |
Net Carrying Value | $ 141,038 | $ 152,686 |
Weighted‑ Average Remaining Useful Life | 6 years 6 months | 7 years 2 months 12 days |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 2 years | 2 years |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 12 years | 12 years |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 121,730 | $ 116,881 |
Accumulated Amortization | 76,526 | 66,373 |
Net Carrying Value | $ 45,204 | $ 50,508 |
Weighted‑ Average Remaining Useful Life | 4 years 1 month 6 days | 4 years 8 months 12 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 | $ 2,884 | $ 2,864 |
Accumulated Amortization | 1,934 | 1,066 |
Net Carrying Value | $ 950 | $ 1,798 |
Weighted‑ Average Remaining Useful Life | 2 years | 2 years 3 months 18 days |
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 | 3 years |
Order backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 2 years 6 months | 2 years 6 months |
Gross Value | $ 3,543 | $ 3,518 |
Accumulated Amortization | 3,359 | 2,215 |
Net Carrying Value | $ 184 | $ 1,303 |
Weighted‑ Average Remaining Useful Life | 3 months 18 days | 1 year |
Goodwill and other intangible_5
Goodwill and other intangible assets - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Cumulative foreign currency translation adjustment | $ (10,500,000) | $ (11,000,000) | |||
Accumulated amortization, cumulative foreign currency translation adjustment | $ 0 | 0 | $ 0 | ||
Amortization expense | 10,900,000 | $ 12,300,000 | 32,000,000 | $ 36,900,000 | |
Impairment of goodwill | 0 | 0 | 0 | 0 | |
Impairment of intangible assets | $ 0 | $ 0 | $ 0 | $ 0 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Operating lease assets | $ 20,094 | $ 23,828 |
Liabilities | ||
Operating lease liabilities - current | 6,232 | 6,539 |
Operating lease liabilities - non-current | 17,103 | 21,895 |
Total operating lease liabilities | $ 23,335 | $ 28,434 |
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 |
Commitment and contingencies -
Commitment and contingencies - Schedule of Minimum Payments Under Contractual Agreements (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 (remaining three months) | $ 2,354 |
2024 | 40,198 |
2025 | 21,521 |
2026 | 1,126 |
2027 | 1,126 |
Thereafter | 0 |
Contractual obligation for hosting services | $ 66,325 |
Commitments and contingencies -
Commitments and contingencies - Narrative (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Variable obligation | $ 17,500,000 | |
Variable obligation period | 3 years | |
Liabilities for contingencies | $ 0 | $ 0 |
Debt - Schedule of Balances and
Debt - Schedule of Balances and Availability of 2026 Notes and 2020 Revolving Credit Facility (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 17, 2021 |
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Outstanding | $ 1,037 | $ 1,037 | |
Unutilized Amount | $ 148,963 | $ 148,963 | |
Interest Rate | 1.25% | 1.25% | |
Convertible Senior Notes Due 2026 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Outstanding | $ 366,374 | $ 364,505 | |
Interest Rate | 0.125% | 0.125% | 0.125% |
Debt - Narrative (Details)
Debt - Narrative (Details) | Apr. 07, 2023 | Sep. 17, 2021 USD ($) $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jul. 27, 2020 USD ($) |
Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee, as a percent | 0.20% | |||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee, as a percent | 0.35% | |||||
Federal Funds Effective Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest margin, as a percent | 0.50% | |||||
Adjusted Term SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Interest margin, as a percent | 1% | |||||
SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Interest margin, as a percent | 0.10% | |||||
SOFR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Applicable rate, as a percent | 1.25% | |||||
SOFR | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Applicable rate, as a percent | 2% | |||||
Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Applicable rate, as a percent | 0.25% | |||||
Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Applicable rate, as a percent | 1% | |||||
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 | |||||
Line of Credit | Foreign Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 50,000,000 | |||||
Line of Credit | 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% | 0.125% | 0.125% | |||
Conversion ratio | 0.0200024 | |||||
Conversion price (in dollars per share) | $ / shares | $ 49.99 | |||||
Effective interest rate | 0.81% | 0.81% |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Amortization of issuance costs | $ 2,055 | $ 2,040 | ||
Convertible Debt | Convertible Senior Notes Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 116 | $ 116 | 350 | 350 |
Amortization of issuance costs | $ 624 | $ 620 | $ 1,869 | $ 1,854 |
Share-based compensation - Sche
Share-based compensation - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 28,349 | $ 20,490 | $ 78,082 | $ 89,524 |
Cost of revenue: | Subscription | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 2,653 | 2,479 | 7,635 | 6,495 |
Cost of revenue: | Services | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 362 | 344 | 994 | 961 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 8,493 | 6,955 | 25,068 | 26,625 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 6,429 | 5,130 | 17,863 | 19,620 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 10,412 | $ 5,582 | $ 26,522 | $ 35,823 |
Share-based compensation - Narr
Share-based compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | |||||
Jun. 24, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 01, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 28,349 | $ 20,490 | $ 78,082 | $ 89,524 | ||||
Issuance of common stock under the employee stock purchase plan | 3,131 | $ 3,419 | ||||||
Target-based stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 33,000 | |||||||
Unrecognized compensation expense | 0 | $ 0 | $ 0 | |||||
Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average period over which unrecognized compensation expense would be recognized | 2 years 8 months 12 days | |||||||
Unrecognized compensation expense | 220,800 | 220,800 | $ 220,800 | |||||
Fair value of units vested | 47,000 | |||||||
Restricted Stock Units (RSUs) | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Incremental cost | 4,300 | 10,000 | ||||||
ESPP | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense | 200 | 200 | $ 200 | |||||
Weighted average period over which unrecognized compensation expense would be recognized | 1 month | |||||||
Eligible employee compensation | $ 2,600 | $ 2,600 | $ 2,600 | $ 1,100 | ||||
Common stock reserved for future issuance (in shares) | 4,925,810 | 4,925,810 | 4,925,810 | |||||
Common stock issued (in shares) | 204,962 | |||||||
Weighted-average purchase price (in shares) | $ 15.76 | $ 15.76 | $ 15.76 | |||||
Issuance of common stock under the employee stock purchase plan | $ 3,100 | |||||||
Weighted-average grant-date fair value (in dollars per share) | $ 5.22 | |||||||
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) | 29,183,546 | |||||||
Common stock reserved for additional grants under the plan (in shares) | 14,093,923 | 14,093,923 | 14,093,923 | |||||
Omnibus Incentive Plan 2020 Plan | Restricted Stock Units (RSUs) | ||||||||
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 | 128,928 | 128,928 |
Share-based compensation - Sc_2
Share-based compensation - Schedule of Service Based Options Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Target-based stock options | ||
Options | ||
Outstanding, beginning of period (in shares) | shares | 3,272,920 | |
Granted (in shares) | shares | 0 | |
Exercised (in shares) | shares | (668,298) | |
Forfeitures (in shares) | shares | 0 | |
Outstanding, end of period (in shares) | shares | 2,604,622 | 3,272,920 |
Options exercisable (in shares) | shares | 2,604,622 | |
Vested or expected to vest (in shares) | shares | 2,604,622 | |
Weighted‑ Average Exercise Price | ||
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 6.75 | |
Granted (in dollars per share) | $ / shares | 0 | |
Exercised (in dollars per share) | $ / shares | 7.26 | |
Forfeitures (in dollars per share) | $ / shares | 0 | |
Outstanding, end of period (in dollars per share) | $ / shares | 6.62 | $ 6.75 |
Options exercisable (in dollars per share) | $ / shares | 6.62 | |
Vested or expected to vest (in dollars per share) | $ / shares | $ 6.62 | |
Weighted‑ Average Remaining Contractual Term (Years) | ||
Remaining term, options outstanding | 4 years 7 months 6 days | 5 years 9 months 18 days |
Remaining term, options exercisable | 4 years 7 months 6 days | |
Remaining term, options vested or expected to vest | 4 years 7 months 6 days | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ | $ 28,762 | $ 47,623 |
Exercised | $ | 9,174 | |
Options exercisable | $ | 28,762 | |
Vested or expected to vest | $ | $ 28,762 | |
Service-based stock option | ||
Options | ||
Outstanding, beginning of period (in shares) | shares | 1,215,822 | |
Granted (in shares) | shares | 0 | |
Exercised (in shares) | shares | (110,291) | |
Forfeitures (in shares) | shares | 0 | |
Outstanding, end of period (in shares) | shares | 1,105,531 | 1,215,822 |
Options exercisable (in shares) | shares | 1,092,239 | |
Vested or expected to vest (in shares) | shares | 1,105,531 | |
Weighted‑ Average Exercise Price | ||
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 5.70 | |
Granted (in dollars per share) | $ / shares | 0 | |
Exercised (in dollars per share) | $ / shares | 7.13 | |
Forfeitures (in dollars per share) | $ / shares | 0 | |
Outstanding, end of period (in dollars per share) | $ / shares | 5.56 | $ 5.70 |
Options exercisable (in dollars per share) | $ / shares | 5.52 | |
Vested or expected to vest (in dollars per share) | $ / shares | $ 5.56 | |
Weighted‑ Average Remaining Contractual Term (Years) | ||
Remaining term, options outstanding | 3 years 4 months 24 days | 5 years 1 month 6 days |
Remaining term, options exercisable | 3 years 3 months 18 days | |
Remaining term, options vested or expected to vest | 3 years 4 months 24 days | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ | $ 13,381 | $ 18,968 |
Exercised | $ | 1,490 | |
Options exercisable | $ | 13,255 | |
Vested or expected to vest | $ | $ 13,381 |
Share-based compensation - Sc_3
Share-based compensation - Schedule of Restricted Stock Units (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Units | |
Outstanding, beginning of period (in shares) | shares | 8,417,357 |
Granted (in shares) | shares | 4,931,937 |
Vested (in shares) | shares | (1,572,281) |
Forfeited (in shares) | shares | (685,324) |
Outstanding, end of period (in shares) | shares | 11,091,689 |
Weighted-Average Grant Date Fair Value (per share) | |
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 29.61 |
Granted (in dollars per share) | $ / shares | 19.86 |
Vested (in dollars per share) | $ / shares | 29.87 |
Forfeited (in dollars per share) | $ / shares | 28.32 |
Outstanding, end of period (in dollars per share) | $ / shares | $ 25.36 |
Share-based compensation - Sc_4
Share-based compensation - Schedule of Fair Value Assumptions (Details) - Employee Stock | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 6 months | 6 months |
Expected volatility | 51.25% | 51.25% |
Risk-free interest rate | 5.14% | 5.14% |
Expected dividend yield | 0% | 0% |
Net loss per share - Schedule o
Net loss per share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net Income (Loss) Available to Common Stockholders, Basic [Abstract] | ||||
Net loss | $ (32,277) | $ (31,302) | $ (92,676) | $ (120,070) |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||||
Weighted‑average shares used to compute net loss per share, basic (in shares) | 125,537,246 | 121,014,325 | 124,455,109 | 120,188,587 |
Weighted‑average shares used to compute net loss per share, diluted (in shares) | 125,537,246 | 121,014,325 | 124,455,109 | 120,188,587 |
Basic net loss per share (in dollars per share) | $ (0.26) | $ (0.26) | $ (0.74) | $ (1) |
Diluted net loss per share (in dollars per share) | $ (0.26) | $ (0.26) | $ (0.74) | $ (1) |
Net loss per share - Schedule_2
Net loss per share - Schedule of Potentially Dilutive Securities Excluded from the Computation of Diluted Weighted-Average Shares Outstanding (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities (in shares) | 22,494,457 | 21,077,679 |
Stock options outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities (in shares) | 3,710,153 | 4,583,520 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities (in shares) | 11,091,689 | 8,821,852 |
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 | 7,475,897 |
Shares committed under the 2021 ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities (in shares) | 216,718 | 196,410 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Loss before income tax benefit (provision) | $ (32,833) | $ (31,213) | $ (91,529) | $ (119,749) |
Income tax benefit (provision) | $ 556 | $ (89) | $ (1,147) | $ (321) |
Effective tax rate | 1.70% | (0.30%) | (1.30%) | (0.30%) |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Accrued liabilities | $ 68,088 | $ 67,051 |
Related Party | JAMF Nation Global Foundation | ||
Related Party Transaction [Line Items] | ||
Accrued liabilities | $ 1,500 | $ 1,300 |