Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 13, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.4 | ||
Entity Common Stock, Shares Outstanding | 127,046,564 | ||
Documents Incorporated by Reference | Portions of the registrant’s Proxy Statement relating to the 2024 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K. This Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2023. | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001721947 | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Minneapolis, Minnesota |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 243,576 | $ 224,338 |
Trade accounts receivable, net of allowances of $444 and $445 at December 31, 2023 and 2022, respectively | 108,240 | 88,163 |
Deferred contract costs | 23,508 | 17,652 |
Prepaid expenses | 14,255 | 14,331 |
Other current assets | 13,055 | 6,562 |
Total current assets | 402,634 | 351,046 |
Equipment and leasehold improvements, net | 15,184 | 19,421 |
Goodwill | 887,121 | 856,925 |
Other intangible assets, net | 187,891 | 218,744 |
Deferred contract costs, non-current | 53,070 | 39,643 |
Other assets | 43,752 | 43,763 |
Total assets | 1,589,652 | 1,529,542 |
Current liabilities: | ||
Accounts payable | 25,909 | 15,393 |
Accrued liabilities | 77,447 | 67,051 |
Income taxes payable | 1,248 | 486 |
Deferred revenue | 317,546 | 278,038 |
Total current liabilities | 422,150 | 360,968 |
Deferred revenue, non-current | 55,886 | 68,112 |
Deferred tax liability, net | 5,952 | 5,505 |
Convertible senior notes, net | 366,999 | 364,505 |
Other liabilities | 21,118 | 29,114 |
Total liabilities | 872,105 | 828,204 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized at December 31, 2023 and 2022; no shares issued and outstanding at December 31, 2023 and 2022 | 0 | 0 |
Common stock, $0.001 par value, 500,000,000 shares authorized at December 31, 2023 and 2022; 126,938,102 and 123,170,172 shares issued and outstanding at December 31, 2023 and 2022, respectively | 126 | 123 |
Additional paid‑in capital | 1,162,993 | 1,049,875 |
Accumulated other comprehensive loss | (26,777) | (39,951) |
Accumulated deficit | (418,795) | (308,709) |
Total stockholders’ equity | 717,547 | 701,338 |
Total liabilities and stockholders’ equity | $ 1,589,652 | $ 1,529,542 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Allowance | $ 444 | $ 445 |
Stockholders’ equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized ( in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares 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, shares issued (in shares) | 126,938,102 | 123,170,172 |
Common stock, shares outstanding (in shares) | 126,938,102 | 123,170,172 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | |||
Total revenue | $ 560,571 | $ 478,776 | $ 366,388 |
Cost of revenue: | |||
Amortization expense | 13,529 | 19,932 | 16,018 |
Total cost of revenue | 126,059 | 119,227 | 90,357 |
Gross profit | 434,512 | 359,549 | 276,031 |
Operating expenses: | |||
Sales and marketing | 250,757 | 217,728 | 148,192 |
Research and development | 134,422 | 119,906 | 82,541 |
General and administrative | 135,233 | 132,562 | 96,206 |
Amortization expense | 29,349 | 28,227 | 25,294 |
Total operating expenses | 549,761 | 498,423 | 352,233 |
Loss from operations | (115,249) | (138,874) | (76,202) |
Interest income (expense), net | 6,526 | (538) | (2,478) |
Loss on extinguishment of debt | 0 | 0 | (449) |
Foreign currency transaction gain (loss) | 916 | (2,802) | (849) |
Loss before income tax (provision) benefit | (107,807) | (142,214) | (79,978) |
Income tax (provision) benefit | (2,279) | 913 | 4,789 |
Net loss | $ (110,086) | $ (141,301) | $ (75,189) |
Net loss per share, basic (in dollars per share) | $ (0.88) | $ (1.17) | $ (0.64) |
Net loss per share, diluted (in dollars per share) | $ (0.88) | $ (1.17) | $ (0.64) |
Weighted-average shares used to compute net loss per share, basic (in shares) | 124,935,620 | 120,720,972 | 118,276,462 |
Weighted-average shares used to compute net loss per share, diluted (in shares) | 124,935,620 | 120,720,972 | 118,276,462 |
Subscription | |||
Revenue: | |||
Total revenue | $ 543,019 | $ 455,007 | $ 344,243 |
Cost of revenue: | |||
Cost of revenue | 98,554 | 85,479 | 63,441 |
Services | |||
Revenue: | |||
Total revenue | 16,325 | 19,025 | 16,122 |
Cost of revenue: | |||
Cost of revenue | 13,976 | 13,816 | 10,898 |
License | |||
Revenue: | |||
Total revenue | $ 1,227 | $ 4,744 | $ 6,023 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (110,086) | $ (141,301) | $ (75,189) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | 13,174 | (32,085) | (7,866) |
Total other comprehensive income (loss) | 13,174 | (32,085) | (7,866) |
Comprehensive loss | $ (96,912) | $ (173,386) | $ (83,055) |
CONSOLIDATED STATEMENTS OF STOC
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, 2020 | 116,992,472 | ||||
Beginning balance at Dec. 31, 2020 | $ 811,014 | $ 117 | $ 903,116 | $ 0 | $ (92,219) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (in shares) | 1,903,560 | ||||
Exercise of stock options | 10,691 | $ 1 | 10,690 | ||
Vesting of restricted stock units (in shares) | 530,032 | ||||
Vesting of restricted stock units | 1 | $ 1 | |||
Issuance of common stock under the employee stock purchase plan | 0 | ||||
Stock-based compensation | 35,805 | 35,805 | |||
Purchase of capped calls | (36,030) | (36,030) | |||
Foreign currency translation adjustment | (7,866) | (7,866) | |||
Net loss | (75,189) | (75,189) | |||
Ending balance (in shares) at Dec. 31, 2021 | 119,426,064 | ||||
Ending 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) | 842,188 | ||||
Exercise of stock options | 5,203 | $ 1 | 5,202 | ||
Vesting of restricted stock units (in shares) | 1,895,620 | ||||
Vesting of restricted stock units | 2 | $ 2 | |||
Issuance of common stock under the employee stock purchase plan (in shares) | 295,189 | ||||
Issuance of common stock under the employee stock purchase plan | 6,840 | 6,840 | |||
Issuance of common stock in connection with business combination (in shares) | 711,111 | ||||
Issuance of common stock in connection with business combination | 15,083 | $ 1 | 15,082 | ||
Stock-based compensation | 109,170 | 109,170 | |||
Foreign currency translation adjustment | (32,085) | (32,085) | |||
Net loss | (141,301) | (141,301) | |||
Ending balance (in shares) at Dec. 31, 2022 | 123,170,172 | ||||
Ending 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) | 845,235 | ||||
Exercise of stock options | 6,042 | $ 1 | 6,041 | ||
Vesting of restricted stock units (in shares) | 2,489,574 | ||||
Vesting of restricted stock units | 2 | $ 2 | |||
Issuance of common stock under the employee stock purchase plan (in shares) | 433,121 | ||||
Issuance of common stock under the employee stock purchase plan | 6,077 | 6,077 | |||
Stock-based compensation | 101,000 | 101,000 | |||
Foreign currency translation adjustment | 13,174 | 13,174 | |||
Net loss | (110,086) | (110,086) | |||
Ending balance (in shares) at Dec. 31, 2023 | 126,938,102 | ||||
Ending balance at Dec. 31, 2023 | $ 717,547 | $ 126 | $ 1,162,993 | $ (26,777) | $ (418,795) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | |||
Net loss | $ (110,086) | $ (141,301) | $ (75,189) |
Adjustments to reconcile net loss to cash provided by operating activities: | |||
Depreciation and amortization expense | 50,298 | 54,830 | 47,069 |
Amortization of deferred contract costs | 21,497 | 16,563 | 12,534 |
Amortization of debt issuance costs | 2,742 | 2,722 | 1,251 |
Non-cash lease expense | 5,935 | 5,869 | 4,994 |
Impairment of lease right-of-use assets | 1,077 | 0 | 0 |
Provision for credit losses and returns | 472 | 328 | 37 |
Loss on extinguishment of debt | 0 | 0 | 449 |
Share‑based compensation | 101,000 | 109,170 | 35,805 |
Deferred tax benefit | (1,976) | (2,955) | (5,644) |
Adjustment to contingent consideration | 0 | 694 | 6,037 |
Other | (1,673) | 3,333 | 1,419 |
Changes in operating assets and liabilities: | |||
Trade accounts receivable | (19,233) | (9,487) | (6,521) |
Prepaid expenses and other assets | (11,354) | 1,888 | (9,234) |
Deferred contract costs | (40,643) | (31,134) | (24,795) |
Accounts payable | 9,352 | 5,891 | 2,069 |
Accrued liabilities | 2,690 | 10,017 | 4,345 |
Income taxes payable | 727 | 151 | (642) |
Deferred revenue | 23,939 | 63,426 | 71,216 |
Other liabilities | 1,200 | 0 | (35) |
Net cash provided by operating activities | 35,964 | 90,005 | 65,165 |
Investing activities | |||
Acquisitions, net of cash acquired | (18,797) | (23,816) | (352,711) |
Payment of deferred consideration | 0 | 0 | (25,000) |
Purchases of equipment and leasehold improvements | (2,934) | (7,727) | (9,755) |
Purchase of investments | (750) | (3,100) | 0 |
Other | 5 | (139) | 48 |
Net cash used in investing activities | (22,476) | (34,782) | (387,418) |
Financing activities | |||
Proceeds from convertible senior notes | 0 | 0 | 373,750 |
Proceeds from bank borrowings | 0 | 0 | 250,000 |
Payment of bank borrowings | 0 | 0 | (250,000) |
Payment for purchase of capped calls | 0 | 0 | (36,030) |
Debt issuance costs | 0 | (50) | (13,134) |
Cash paid for offering costs | 0 | (104) | (543) |
Cash paid for contingent consideration | (206) | (4,588) | (4,206) |
Payment of deferred consideration | 0 | 0 | (25,000) |
Payment of acquisition-related holdback | (515) | (200) | 0 |
Proceeds from the exercise of stock options | 6,042 | 5,203 | 10,691 |
Net cash provided by financing activities | 5,321 | 261 | 305,528 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 79 | (713) | (993) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 18,888 | 54,771 | (17,718) |
Cash, cash equivalents, and restricted cash, beginning of period | 231,921 | 177,150 | 194,868 |
Cash, cash equivalents, and restricted cash, end of period | 250,809 | 231,921 | 177,150 |
Cash paid for: | |||
Interest | 784 | 763 | 967 |
Income taxes, net of refunds | 3,127 | 1,747 | 1,334 |
Non-cash activities: | |||
Employee stock purchase plan | 6,077 | 6,840 | 0 |
Debt issuance costs accrued but not paid | 0 | 0 | 50 |
Operating lease assets obtained in exchange for operating lease liabilities | 732 | 8,159 | 1,470 |
Purchases of equipment and leasehold improvements accrued but not paid | 421 | 419 | 0 |
Issuance of common stock for the acquisition of business | 0 | 15,083 | 0 |
Reconciliation of cash, cash equivalents, and restricted cash within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows above: | |||
Cash and cash equivalents | 243,576 | 224,338 | 177,150 |
Restricted cash included in other current assets | 3,633 | 383 | 0 |
Restricted cash included in other assets | 3,600 | 7,200 | 0 |
Total cash, cash equivalents, and restricted cash | $ 250,809 | $ 231,921 | $ 177,150 |
Basis of presentation and descr
Basis of presentation and description of business | 12 Months Ended |
Dec. 31, 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 Jamf Holding Corp. and its wholly owned subsidiaries, collectively, are referred to as the “Company,” “we,” “us,” or “our.” 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 the powerful and intended Apple experience. 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 consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in accordance with GAAP. All intercompany accounts and transactions have been eliminated. Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date, and the reported amounts of 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 ROU 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: Years Ended December 31, 2023 2022 2021 (in thousands) The Americas (1) $ 377,890 $ 330,704 $ 261,516 Europe, the Middle East, India, and Africa 140,224 113,861 79,918 Asia Pacific 42,457 34,211 24,954 $ 560,571 $ 478,776 $ 366,388 (1) The vast majority of our Americas revenue comes from the U.S. Long-lived assets, which include equipment and leasehold improvements, net and operating lease ROU assets for purposes of this disclosure, by geographic region were as follows: December 31, 2023 2022 (in thousands) The Americas $ 21,489 $ 28,087 Europe, the Middle East, India, and Africa 3,150 4,904 Asia Pacific 8,206 10,258 $ 32,845 $ 43,249 The U.S. held 65% of the total long-lived assets as of both December 31, 2023 and 2022. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Net loss per share of common stock Basic net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period without consideration for potentially dilutive securities. Diluted net loss per common share is calculated by dividing net loss by the weighted-average number of common shares and potentially dilutive securities outstanding during the period. The potentially dilutive securities include outstanding stock options, unvested RSUs, shares related to the 2026 Notes, and shares issuable pursuant to the 2021 ESPP and are determined by applying either the treasury-stock method or the if-converted method, as applicable. Because we have reported a net loss for the years ended December 31, 2023, 2022, and 2021, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share for those periods given that the potentially dilutive shares would have been anti-dilutive if included in the calculation. Cash, cash equivalents, and restricted cash The Company considers any highly liquid investments purchased with original maturities at the time of purchase of three months or less to be cash equivalents. The Company maintains cash in deposit accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Restricted cash represents cash that is restricted as to withdrawal or usage and consists of cash held back in an escrow fund as partial security for post-closing indemnification claims related to the acquisition of ZecOps. See Note 5 for more information. Trade accounts receivable, net Credit is extended to customers in the normal course of business. Trade accounts receivable are recorded at the invoiced amount, net of allowances. The allowance for credit losses is based on an expected loss model that estimates losses over the expected life of the trade accounts receivable. The Company estimates expected credit losses based on the Company’s historical loss information, current and future economic and market conditions, and ongoing review of customers’ account balances. The Company writes-off a receivable against the allowance when a determination is made that the balance is uncollectible and collection of the receivable is no longer being actively pursued. For all periods presented, the allowance for credit losses was not material. Equipment and leasehold improvements, net Equipment and leasehold improvements are recorded at cost less accumulated depreciation. Expenditures for renewals and betterments that extend the life of such assets are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. These lives are three years for computers and server equipment, three years for software, five years for furniture and fixtures, and the lesser of the lease term or the useful life of the leasehold improvements. Repair and maintenance costs are expensed as incurred. Differences between amounts received and the net carrying value of assets retired or disposed of are charged to income as incurred. Equipment and leasehold improvements, net are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. There were no material impairment losses recognized during the years ended December 31, 2023, 2022, and 2021. Cloud computing arrangements The Company incurs costs to implement cloud computing arrangements that are hosted by third party vendors. Certain implementation costs associated with cloud computing arrangements are capitalized when incurred during the application development phase. Amortization is calculated on a straight-line basis over the contractual term of the cloud computing arrangement. As of December 31, 2023, the Company capitalized costs associated with the implementation of these arrangements of $1.9 million in other current assets and $10.9 million in other assets on the consolidated balance sheet. Business combinations When the Company acquires a business, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition. The allocation of the purchase price requires management to make significant estimates in determining the fair value of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates are inherently uncertain and unpredictable. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of the assets acquired and liabilities assumed may be recorded with the corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the fair value of the assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Acquisition-related costs are expensed as incurred. Goodwill Goodwill is tested for impairment at least annually and more frequently if events occur that would indicate that it is more likely than not the fair value of the reporting unit is less than the carrying value. The Company has one reporting unit. If the reporting unit’s carrying value exceeds its fair value, an impairment charge will be recorded based on that difference. The impairment charge will be limited to the amount of goodwill currently recognized in the Company’s single reporting unit. The Company performed a qualitative assessment of goodwill as of October 1, 2023, and no impairment was identified. No other interim impairment tests were deemed necessary. Other intangible assets, net Intangible assets with finite lives include trademarks, customer relationships, developed technology, non-competes, and order backlog. These assets are amortized over their estimated useful lives, which range from two Operating leases The Company adopted ASC 842 on January 1, 2021 using the optional transition method to the modified retrospective approach. Under this transition provision, results for reporting periods beginning on or after January 1, 2021 are presented under ASC 842 while prior period amounts continue to be reported and disclosed in accordance with the Company’s historical accounting treatment under ASC 840. The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. Under ASC 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company recognizes ROU assets and lease liabilities based on the present value of lease payments over the lease term at the commencement date of the lease (or January 1, 2021 for existing leases upon the adoption of ASC 842). The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by any lease incentives. The Company does not recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the consumer price index). Subsequent changes to an index and other periodic market-rate adjustments to base rent are recorded in variable lease expense in the period incurred. The Company made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component for all asset classes. The non-lease components typically represent additional services transferred to the Company, such as common area maintenance for real estate, which are variable in nature and recorded in variable lease expense in the period incurred. The Company uses its incremental borrowing rate to determine the present value of lease payments as the Company’s leases do not have a readily determinable implicit discount rate. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and amount in a similar economic environment. Judgement is applied in assessing factors such as Company specific credit risk, lease term, nature and quality of the underlying collateral, currency, and economic environment in determining the incremental borrowing rate to apply to each lease. ROU assets are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the carrying amount of the ROU assets exceed their fair value. The amount of the impairment loss recognized is calculated as the excess of the asset’s carrying value over its fair value. The Company uses a discounted cash flow approach to estimate the fair value of its ROU assets. Debt issuance costs Costs of debt financing are charged to expense over the lives of the related financing agreements. Remaining costs and the future period over which they would be charged to expense are reassessed when amendments to the related financing agreements or prepayments occur. Debt issuance costs for the Company’s 2026 Notes are recognized as an offset to the liability and are amortized using the effective-interest method. Foreign currency Our reporting currency is the U.S. dollar. The functional currency of our foreign operations, except for Jamf Ltd. and its subsidiaries, is the U.S. dollar. The functional currency of Jamf Ltd. and its subsidiaries is the GBP. The assets, liabilities, revenue, and expenses of our foreign operations are remeasured in accordance with ASC 830. Remeasurement adjustments are recorded as foreign currency transaction gain (loss) in the consolidated statements of operations. Assets and liabilities of Jamf Ltd. and its subsidiaries are translated into U.S. dollars based upon exchange rates prevailing at the end of each period. Revenue and expenses of Jamf Ltd. and its subsidiaries are translated at weighted-average exchange rates on a monthly basis. The resulting translation adjustment is included in accumulated other comprehensive loss. Stock-based compensation The Company recognizes compensation expense for all stock-based awards granted to our employees and non-employee directors in the consolidated statements of operations based on the estimated fair value of the awards on the date of grant. We use the Black-Scholes option pricing model to estimate the fair value of service-based options and purchase rights granted under the 2021 ESPP. We use the fair market value of our common stock on the date of grant to estimate the fair value of RSUs. We recognize compensation expense for service-based options and RSUs on a straight-line basis over the applicable vesting period. We recognize compensation expense for the purchase rights granted under the 2021 ESPP on a straight-line basis over the offering period. Forfeitures are accounted for as they occur. Income taxes We account for income taxes in accordance with ASC 740 under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities, NOLs, and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We use a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. A tax position is recognized when it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority. The standard also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition. Revenue recognition The Company applies ASC 606 and follows a five-step model to determine the appropriate amount of revenue to be recognized in accordance with ASC 606: • Identify the contract with a customer • Identify the performance obligations in the contract • Determine the transaction price • Allocate the transaction price to the performance obligations in the contract • Recognize revenue when or as performance obligations are satisfied The Company’s revenue is primarily derived from sales of SaaS subscriptions, support and maintenance contracts, software licenses, and related professional services. The Company’s products and services are marketed and sold directly, as well as indirectly through third-party resellers, to the end-user. The Company assesses the contract term as the period in which the parties to the contract have enforceable rights and obligations. The contract term can differ from the stated term in contracts with certain termination or renewal rights, depending on whether there are substantive penalties associated with those rights. Customer contracts are generally standardized and non-cancelable for the duration of the stated contract term. Nature of Products and Services Subscription: Subscription includes SaaS subscription arrangements, which include a promise to allow customers to access software hosted by the Company over the contract period without allowing the customer to take possession of the software or transfer hosting to a third-party. Subscription also includes support and maintenance, which includes when-and-if available software updates and technical support on our perpetual and on-premise term-based subscription licenses. Because the subscription represents a stand-ready obligation to provide a series of distinct periods of access to the subscription, which are all substantially the same and that have the same pattern of transfer to the customer, subscriptions are accounted for as a series and revenue is recognized ratably over the contract term, beginning at the point when the customer is able to use and benefit from the subscription. Subscription also includes sales of on-premise term-based subscription arrangements. Licenses for on-premise term-based software provide the customer with a right to use the software as it exists when made available to the customer. Revenue from software licenses is recognized upon transfer of control to the customer, which is typically upon making the software available to the customer. Services: Services, including training, are often sold as part of new software license or subscription contracts. These services are fulfilled by the Company and with the use of other vendors and do not significantly modify, integrate, or otherwise depend on other performance obligations included in the contracts. Services are generally performed over a one two License: License includes sales of on-premise perpetual software. Licenses for on-premise perpetual software provide the customer with a right to use the software as it exists when made available to the customer. Revenue from on-premise perpetual software licenses is recognized upon transfer of control to the customer, which is typically upon making the software available to the customer. Certain contracts may include explicit options to renew subscriptions or maintenance at a stated price. These options are generally priced in line with the SSP and therefore do not provide a material right to the customer. If the option provides a material right to the customer, then the material right is accounted for as a separate performance obligation, and the Company recognizes revenue when those future goods or services underlying the option are transferred or when the option expires. Transaction Price The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. The transaction price is exclusive of amounts collected on behalf of third parties, such as sales tax and value-added tax. Significant Judgments When the Company’s contracts with customers contain multiple performance obligations, the contract transaction price is allocated based on a relative SSP basis to each performance obligation. The Company typically determines SSP based on observable selling prices of its products and services. In instances where SSP is not directly observable, such as with software licenses that are never sold on a stand-alone basis, SSP is determined using information that may include market conditions and other observable inputs. SSP is typically established as ranges, and the Company typically has more than one SSP range for individual products and services due to the stratification of those products and services by customer class, channel type, and purchase quantity, among other circumstances. The SSP is reassessed periodically or when facts and circumstances change. 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: Years Ended December 31, 2023 2022 2021 (in thousands) SaaS subscription and support and maintenance $ 521,269 $ 430,613 $ 313,950 On‑premise subscription 21,750 24,394 30,293 Subscription revenue 543,019 455,007 344,243 Professional services 16,325 19,025 16,122 Perpetual licenses 1,227 4,744 6,023 Non‑subscription revenue 17,552 23,769 22,145 Total revenue $ 560,571 $ 478,776 $ 366,388 Contract Balances The timing of revenue recognition may not align with the right to invoice the customer. The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment regardless of whether revenue has been recognized. For multiyear agreements, the Company will either invoice the customer in full at the inception of the contract or in installments (generally annually at the beginning of each renewal period). If revenue has not yet been recognized, then a contract liability (deferred revenue) is also recorded. Deferred revenue classified as current in the consolidated balance sheets is expected to be recognized as revenue within one year. Non-current deferred revenue will generally be fully recognized within five years. If revenue is recognized in advance of the right to invoice, a contract asset is recorded. For the years ended December 31, 2023, 2022, and 2021, contract assets and the allowance for expected credit losses associated with contract assets were not material. 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: Years Ended December 31, 2023 2022 2021 (in thousands) Balance, beginning of the period $ 346,150 $ 282,128 $ 205,509 Acquisitions 3,230 1,014 5,200 Revenue earned (281,536) (222,964) (160,002) Deferral of revenue 307,689 287,608 231,421 Other (1) (2,101) (1,636) — Balance, end of the period $ 373,432 $ 346,150 $ 282,128 (1) Includes contract assets netted against contract liabilities on a contract-by-contract basis. There were no significant changes to our contract assets and liabilities during the years ended December 31, 2023, 2022, and 2021 outside of our sales activities. In instances where the timing of revenue recognition differs from the timing of the right to invoice, the Company has determined that a significant financing component generally does not exist. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the products and services and not to receive financing from or provide financing to the customer. Additionally, the Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less. Payment terms on invoiced amounts are typically 30 to 60 days. The Company does not offer rights of return for its products and services in the normal course of business and contracts generally do not include customer acceptance clauses. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts to be invoiced. As of December 31, 2023, the Company had $499.6 million of remaining performance obligations, with 71% 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 consolidated balance sheets when the period of benefit is determined to be greater than one year. The Company has elected to apply the practical expedient to expense contract costs as incurred when the expected amortization period is one year or less. The judgments made in determining the amount of costs incurred include the portion of the commissions that are expensed in the current period versus the portion of the commissions that are recognized over the expected period of benefit, which often extends beyond the contract term as we generally do not pay commensurate commissions upon renewal of the service contracts. Contract costs are allocated to each performance obligation within the contract and amortized on a straight-line basis over the expected benefit period of the related performance obligations. Contract costs are amortized as a component of sales and marketing expenses in our consolidated statements of operations. We have determined that the expected period of benefit is generally five years based on evaluation of a number of factors, including customer attrition rates, weighted-average useful lives of our customer relationship and developed technology intangible assets, and market factors, including the overall competitive environment and technology life of competitors. Total amortization of contract costs for the years ended December 31, 2023, 2022, and 2021 was $21.5 million, $16.6 million, and $12.5 million, respectively. The Company periodically reviews these deferred contract costs to determine whether events or changes in circumstances have occurred that could affect the period of benefit of these deferred contract costs. There were no impairment losses recorded during the years ended December 31, 2023, 2022, or 2021. Concentrations of Risk For each of the years ended December 31, 2023 and 2022, the Company had two distributors that each accounted for more than 10% of total revenue. Total receivables related to these distributors were $32.1 million and $29.3 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, these distributors accounted for 30% and 33%, respectively, of total receivables. No single end customer accounted for more than 10% of total revenue for the years ended December 31, 2023 and 2022. No single end customer accounted for more than 10% of total receivables as of December 31, 2023 and 2022. The Company hosts our cloud service from third-party data center facilities operated by AWS from several global locations. The Company has internal procedures to restore services in the event of disaster at any of its current data center facilities. Even with these procedures for disaster recovery in place, the Company’s subscription services could be significantly interrupted during the time period following a disaster at one of its sites and the subsequent restoration of services at another site. Research and development costs and software development costs All research and development costs are expensed as incurred in accordance with ASC Topic 730, Research and Development . Software development costs required to be capitalized under ASC Topic 985-20, Costs of Software to be Sold, Leased or Marketed , and under ASC Topic 350-40, Internal-Use Software , were not material for the years ended December 31, 2023, 2022, and 2021, except for implementation costs associated with cloud computing arrangements as discussed above. Advertising costs Advertising costs are expensed as incurred and presented within sales and marketing in the consolidated statements of operations. Advertising costs were $26.2 million, $22.7 million, and $17.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. Interest income (expense), net For the year ended December 31, 2023, interest income from cash investments of $10.1 million was partially offset by interest expense from debt financing of $3.6 million. For the year ended December 31, 2022, interest expense from debt financing of $3.5 million was partially offset by interest income from cash investments of $3.0 million. For the year ended December 31, 2021, interest expense from debt financing was $2.5 million. Strategic investments In the third quarter of 2022, the Company executed a $2.0 million convertible promissory note with SwiftConnect. The note contains customary terms for an instrument of its type, including repayment or conversion upon certain future liquidity events. The note matures on July 29, 2024, and the Company intends to hold the note until maturity, unless it is otherwise repaid or converted pursuant to its terms. The investment is recorded at cost and included in other assets on the consolidated balance sheets. As of December 31, 2023 and 2022, the balance of the investment was $2.0 million. The Company evaluates its strategic investments quarterly for impairment. During the years ended December 31, 2023 and 2022, there were no changes in the carrying value of the Company’s strategic investments. All gains and losses on the Company’s strategic investments, whether realized or unrealized, are recognized in the consolidated statements of operations. Recently issued accounting pronouncements not yet adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This update requires companies to disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. This update also requires disclosure of disaggregated information related to income taxes paid. This standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis with the option to apply the guidance retrospectively. The Company is currently evaluating the effect the standard will have on its consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This update requires disclosure of significant segment expenses regularly provided to the CODM. Additionally, this update requires a description of how the CODM utilizes segment operating profit or loss to assess segment performance. All disclosure requirements in this standard are required for entities with a single reportable segment. The standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a retrospective basis to all periods presented. The Company is currently evaluating the effect the standard will have on its consolidated financial statements. |
Financial instruments fair valu
Financial instruments fair value | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial instruments fair value | Financial instruments fair value The Company measures its financial instruments in accordance with ASC 820. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level fair value hierarchy, which prioritizes the use of observable inputs from active markets and minimizes the use of unobservable inputs when measuring fair value. A level is assigned to each fair value measurement based on the lowest level of input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows: Level 1: Fair value is determined using an unadjusted quoted price in an active market for identical assets or liabilities. Level 2: Fair value is estimated using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly. Level 3: Fair value is estimated using unobservable inputs that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis The Company invests in money market funds with original maturities at the time of purchase of three months or less, which are measured and recorded at fair value on a recurring basis. Money market funds are valued based on quoted market prices in active markets and classified within Level 1 of the fair value hierarchy. In addition, the contingent consideration associated with the Digita and cmdReporter acquisitions were 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 Digita contingent consideration in the first quarter of 2023. The estimated fair value of the contingent payments associated with the cmdReporter acquisition was determined using projected contract wins, which used Level 3 inputs, including assumptions about the probability of closing contracts based on their current stage in the sales process. See Note 5 for more information. The fair value of these financial instruments were as follows: December 31, 2023 Level 1 Level 2 Level 3 Total (in thousands) Assets Cash equivalents: Money market funds $ 151,209 $ — $ — $ 151,209 Total cash equivalents $ 151,209 $ — $ — $ 151,209 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: Years Ended December 31, 2023 2022 2021 (in thousands) Balance, beginning of period $ 6,206 $ 10,100 $ 8,200 Additions — — 359 Total (gains) losses included in: Net loss — 694 6,037 Payments (6,206) (4,588) (4,206) Other — — (290) Balance, end of period $ — $ 6,206 $ 10,100 The change in the fair value of the contingent consideration is included in general and administrative expenses 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 consolidated balance sheets: December 31, 2023 December 31, 2022 Net Carrying Value Estimated Fair Value Net Carrying Value Estimated Fair Value (in thousands) 2026 Notes $ 366,999 $ 319,283 $ 364,505 $ 308,504 As of December 31, 2023 and 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 $6.8 million and $9.2 million, respectively. See Note 9 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. |
Equipment and leasehold improve
Equipment and leasehold improvements | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Equipment and leasehold improvements | Equipment and leasehold improvements Equipment and leasehold improvements were as follows: December 31, 2023 2022 (in thousands) Computers $ 19,494 $ 18,191 Software 2,352 2,168 Furniture/fixtures 4,934 5,162 Leasehold improvements 13,658 13,769 Capital in progress 2,063 1,558 Equipment and leasehold improvements, gross 42,501 40,848 Less: accumulated depreciation (27,317) (21,427) Equipment and leasehold improvements, net $ 15,184 $ 19,421 Depreciation expense was $7.4 million, $6.7 million, and $5.8 million for the years ended December 31, 2023, 2022, and 2021, respectively. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 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 that 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. The amount held back as partial security for post-closing true-up adjustments was released in the fourth quarter of 2023. In addition, the terms of the dataJAR Purchase Agreement provide for additional future payments to the sellers in the amount of up to £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 expenses in the consolidated statement of operations. The Company recognized expense of $3.7 million related to this agreement during the year ended December 31, 2023. Acquisition-related expenses of $1.5 million for the year ended December 31, 2023 were expensed as incurred. These expenses were recognized as acquisition costs in general and administrative expenses in the 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 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. 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 amount held back in an escrow fund as partial security for post-closing true-up adjustments was released in the second quarter of 2023. 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. Acquisition-related expenses of $2.4 million for the year ended December 31, 2022 were expensed as incurred. These expenses were recognized as acquisition costs in general and administrative expenses in the consolidated statement of operations. During the fourth quarter of 2023, the Company finalized its purchase accounting for the ZecOps acquisition. The following table summarizes the final allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed and reflects all measurement period adjustments (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 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 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 for the year ended December 31, 2022 were expensed as incurred. These expenses were recognized as acquisition costs in general and administrative expenses in the consolidated statement of operations. Wandera On July 1, 2021, the Company completed its acquisition of Wandera. Wandera is a leader in zero trust cloud security and access for mobile devices. As an Apple-first provider of unified cloud security, Wandera expanded the Company’s security offering for the enterprise. Under the terms of the Wandera Merger Agreement, the Company acquired 100% of the voting equity interest in Wandera and paid total cash consideration of $409.3 million. The total consideration consisted of an initial payment of $359.3 million at close and deferred consideration of $50.0 million that was paid in $25.0 million increments on October 1, 2021 and December 15, 2021. The initial payment of $359.3 million included $0.7 million held back as partial security for post-closing true-up adjustments as well as indemnification claims made within one year of the acquisition date. The amount held back was released in the fourth quarter of 2021. The acquisition was initially financed with cash on hand and borrowings under the 2021 Term Loan Facility. In the fourth quarter of 2021, the Company recorded an immaterial measurement period adjustment. Acquisition-related costs were expensed as incurred and were as follows: Year Ended December 31, 2021 (in thousands) Cost of revenue: Subscription $ 88 Sales and marketing 180 Research and development 1,088 General and administrative 4,896 $ 6,252 The allocation of the purchase price required management to make significant estimates in determining the fair value of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates included, but were not limited to: • future expected cash flows from subscription contracts and acquired developed technologies; • historical and expected customer attrition rates and anticipated growth in revenue; • royalty rates applied to acquired developed technology platforms; • obsolescence curves and other useful life assumptions, such as the period of time and intended use of acquired intangible assets in the Company’s product offerings; • discount rates; and • uncertain tax positions and tax-related valuation allowances. During the second quarter of 2022, the Company finalized its purchase accounting for the Wandera acquisition. The following table summarizes the final allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed and reflects all measurement period adjustments (in thousands): Assets acquired: Cash and cash equivalents $ 9,605 Trade accounts receivable, net 3,882 Prepaid expenses 900 Other current assets 426 Equipment and leasehold improvements, net 58 Intangible assets acquired 102,050 Operating lease assets 1,474 Deferred tax asset 918 Liabilities assumed: Accounts payable (788) Accrued liabilities (3,464) Income taxes payable (94) Deferred revenue (5,200) Operating lease liabilities (1,474) Deferred tax liability (9,374) Goodwill 310,356 Total purchase consideration $ 409,275 The goodwill represents the excess of the purchase consideration over the fair value of the underlying net identifiable assets. The goodwill recognized in this acquisition is primarily attributable to expected synergies in sales opportunities across complementary products, customers, and geographies and cross-selling opportunities. The goodwill is not deductible for income tax purposes. The estimated useful lives and fair values of the identifiable intangible assets acquired were as follows: Useful Life Gross Value (in thousands) Developed technology 6.5 years $ 60,500 Customer relationships 11.0 years 35,600 Order backlog 2.5 years 3,800 Non-competes 2.5 years 1,750 Trademarks 3.0 years 400 Total identifiable intangible assets $ 102,050 The weighted-average useful life of the intangible assets acquired was 7.8 years. Developed technology represents the estimated fair value of the features underlying the Wandera products as well as the platform supporting Wandera customers. Customer relationships represent the estimated fair value of the underlying relationships with Wandera customers. Order backlog represents the estimated fair value of existing order backlog with Wandera customers. Non-competes represent the estimated fair value of non-compete agreements acquired from Wandera. Trademarks represent the estimated fair value of the Wandera brand. Wandera contributed revenue and net loss of $10.6 million and $11.3 million, respectively, from the acquisition date through December 31, 2021, excluding the effects of the acquisition and integration costs. The following unaudited pro forma information presents the combined results of Jamf and Wandera assuming the acquisition was completed on January 1, 2020. As required by ASC 805, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined companies would have been had the acquisition occurred at the beginning of the period presented, nor are they indicative of future results of operations. The pro forma results below have been adjusted for the amortization of acquired intangibles, reduction of deferred revenue, deferred commissions, stock-based compensation expense, and additional interest expense. The pro forma results have also been adjusted to exclude the impact of $6.3 million of acquisition-related costs (pre-tax) incurred by the Company that are directly attributable to the transaction. The adjustments do not reflect the effect of costs or synergies that would have been expected to result from the integration of the acquisition. Pro forma consolidated revenue and net loss for the year ended December 31, 2021 were as follows (in thousands): Revenue $ 377,996 Net loss (83,383) cmdReporter On February 26, 2021, the Company entered into an asset purchase agreement with cmdSecurity to acquire certain cmdSecurity assets, including cmdReporter, a suite of security and compliance tools purpose-built for macOS. The final aggregate purchase price was approximately $3.4 million, which consisted of cash consideration of $3.0 million and contingent consideration of $0.4 million. The purchase price was allocated to the assets acquired based on their estimated fair values as of the date of the acquisition. The allocation included $2.6 million to developed technology with an estimated useful life of 5.0 years and $0.4 million to IPR&D, with the remaining $0.4 million allocated to goodwill. The IPR&D was completed in the first quarter of 2022 and is amortized over its estimated useful life of 5.0 years. Digita In 2019, the Company recorded contingent consideration with an estimated fair value of $9.0 million as of the date of acquisition 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 2023, 2022, and 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 | 12 Months Ended |
Dec. 31, 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: Years Ended December 31, 2023 2022 2021 (in thousands) Goodwill, beginning of period $ 856,925 $ 845,734 $ 541,480 Goodwill acquired 17,550 38,133 311,203 Measurement period adjustments 339 — (477) Foreign currency translation adjustment 12,307 (26,942) (6,472) Goodwill, end of period $ 887,121 $ 856,925 $ 845,734 The gross carrying amount and accumulated amortization of intangible assets other than goodwill were as follows: December 31, 2023 Useful Life Gross Carrying Value Accumulated Foreign Currency Translation Net Carrying Weighted‑ (in thousands) Trademarks 3 - 8 years $ 34,700 $ 26,630 $ (35) $ 8,035 1.8 years Customer relationships 5 ‑ 12 years 257,308 119,396 (1,781) 136,131 6.2 years Developed technology 5 - 6.5 years 84,647 36,235 (5,148) 43,264 3.9 years Non‑competes 2.5 - 3 years 3,099 2,267 (172) 660 1.8 years Order backlog 2.5 years 3,800 3,800 (199) (199) 0.0 years Total intangible assets $ 383,554 $ 188,328 $ (7,335) $ 187,891 December 31, 2022 Useful Life Gross Carrying Value Accumulated Foreign Currency Translation Net Carrying Weighted‑ (in thousands) Trademarks 3 - 8 years $ 34,700 $ 22,209 $ (42) $ 12,449 2.8 years Customer relationships 2 ‑ 12 years 252,308 97,113 (2,509) 152,686 7.2 years Developed technology 5 - 6.5 years 124,647 67,063 (7,076) 50,508 4.7 years Non‑competes 2 - 3 years 3,099 1,118 (183) 1,798 2.3 years Order backlog 2.5 years 3,800 2,280 (217) 1,303 1.0 year Total intangible assets $ 418,554 $ 189,783 $ (10,027) $ 218,744 Amortization expense was $42.9 million, $48.2 million, and $41.3 million for the years ended December 31, 2023, 2022, and 2021, respectively. Future estimated amortization expense as of December 31, 2023 is as follows (in thousands): Years ending December 31: 2024 $ 38,391 2025 37,590 2026 32,893 2027 31,516 2028 21,523 Thereafter 25,978 Total amortization expense $ 187,891 There were no impairments to goodwill or intangible assets during the years ended December 31, 2023, 2022, and 2021. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases office facilities and vehicles under operating lease agreements that have initial terms ranging from 1 to 9 years. Some leases include one or more options to renew, generally at our sole discretion, with renewal terms that can extend the lease term up to 10 years. In addition, certain leases contain termination options, where the rights to terminate are held by either the Company, the lessor, or both parties. These options to extend or terminate a lease are included in the lease terms when it is reasonably certain that the Company will exercise that option. The Company’s leases generally do not contain any material restrictive covenants or residual value guarantees. The Company also leases office equipment under a finance lease agreement with a term of 4 years. The Company’s finance lease was not material to the consolidated financial statements as of December 31, 2023 or 2022. Supplemental balance sheet information related to the Company’s operating leases is as follows: Leases Balance Sheet Classification December 31, 2023 December 31, 2022 (in thousands) Assets Operating lease assets Other assets $ 17,661 $ 23,828 Liabilities Operating lease liabilities - current Accrued liabilities $ 5,766 $ 6,539 Operating lease liabilities - non-current Other liabilities 16,320 21,895 Total operating lease liabilities $ 22,086 $ 28,434 The weighted-average remaining term of the Company’s operating leases was 4.6 years and 5.2 years as of December 31, 2023 and 2022, respectively. The weighted-average discount rate used to measure the present value of the operating lease liabilities was 4.2% and 3.9% as of December 31, 2023 and 2022, respectively. The components of lease expense were as follows: Years Ended December 31, 2023 2022 2021 (in thousands) Operating lease cost $ 6,932 $ 6,882 $ 5,935 Short-term lease cost 233 281 272 Variable lease cost 2,609 2,442 1,943 Total lease expense $ 9,774 $ 9,605 $ 8,150 During the year ended December 31, 2023, we decided to exit and make available for sublease certain leased office spaces. As a result, we reassessed our asset groupings and evaluated the recoverability of our ROU and other lease related assets and determined that the carrying value was not fully recoverable. We recognized an impairment loss of $1.1 million related to these assets in the fourth quarter of 2023. The impairment loss was recognized in general and administrative expenses in the consolidated statement of operations. Operating lease cost is recognized on a straight-line basis over the lease term. The Company leases certain office facilities with a related party, including the office space in Eau Claire, Wisconsin. Operating lease cost with related parties was $1.1 million for each of the years ended December 31, 2023, 2022, and 2021. For the years ended December 31, 2023, 2022, and 2021, operating cash flows included $7.6 million, $6.4 million, and $5.9 million, respectively, of cash paid for operating lease liabilities. Maturities of the Company’s operating lease liabilities as of December 31, 2023 were as follows: Operating Leases (in thousands) Years ending December 31: 2024 $ 6,554 2025 4,895 2026 4,792 2027 2,751 2028 2,453 Thereafter 2,888 Total lease payments 24,333 Less: imputed interest 2,247 Total present value of lease liabilities $ 22,086 |
Leases | Leases The Company leases office facilities and vehicles under operating lease agreements that have initial terms ranging from 1 to 9 years. Some leases include one or more options to renew, generally at our sole discretion, with renewal terms that can extend the lease term up to 10 years. In addition, certain leases contain termination options, where the rights to terminate are held by either the Company, the lessor, or both parties. These options to extend or terminate a lease are included in the lease terms when it is reasonably certain that the Company will exercise that option. The Company’s leases generally do not contain any material restrictive covenants or residual value guarantees. The Company also leases office equipment under a finance lease agreement with a term of 4 years. The Company’s finance lease was not material to the consolidated financial statements as of December 31, 2023 or 2022. Supplemental balance sheet information related to the Company’s operating leases is as follows: Leases Balance Sheet Classification December 31, 2023 December 31, 2022 (in thousands) Assets Operating lease assets Other assets $ 17,661 $ 23,828 Liabilities Operating lease liabilities - current Accrued liabilities $ 5,766 $ 6,539 Operating lease liabilities - non-current Other liabilities 16,320 21,895 Total operating lease liabilities $ 22,086 $ 28,434 The weighted-average remaining term of the Company’s operating leases was 4.6 years and 5.2 years as of December 31, 2023 and 2022, respectively. The weighted-average discount rate used to measure the present value of the operating lease liabilities was 4.2% and 3.9% as of December 31, 2023 and 2022, respectively. The components of lease expense were as follows: Years Ended December 31, 2023 2022 2021 (in thousands) Operating lease cost $ 6,932 $ 6,882 $ 5,935 Short-term lease cost 233 281 272 Variable lease cost 2,609 2,442 1,943 Total lease expense $ 9,774 $ 9,605 $ 8,150 During the year ended December 31, 2023, we decided to exit and make available for sublease certain leased office spaces. As a result, we reassessed our asset groupings and evaluated the recoverability of our ROU and other lease related assets and determined that the carrying value was not fully recoverable. We recognized an impairment loss of $1.1 million related to these assets in the fourth quarter of 2023. The impairment loss was recognized in general and administrative expenses in the consolidated statement of operations. Operating lease cost is recognized on a straight-line basis over the lease term. The Company leases certain office facilities with a related party, including the office space in Eau Claire, Wisconsin. Operating lease cost with related parties was $1.1 million for each of the years ended December 31, 2023, 2022, and 2021. For the years ended December 31, 2023, 2022, and 2021, operating cash flows included $7.6 million, $6.4 million, and $5.9 million, respectively, of cash paid for operating lease liabilities. Maturities of the Company’s operating lease liabilities as of December 31, 2023 were as follows: Operating Leases (in thousands) Years ending December 31: 2024 $ 6,554 2025 4,895 2026 4,792 2027 2,751 2028 2,453 Thereafter 2,888 Total lease payments 24,333 Less: imputed interest 2,247 Total present value of lease liabilities $ 22,086 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 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 December 31, 2023 (in thousands): Years ending December 31: 2024 $ 42,017 2025 22,131 2026 1,510 2027 1,126 2028 — Thereafter — $ 66,784 As of December 31, 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 In 2021, the Company was engaged in discussions with an entity regarding the entity’s patented technology and allegations regarding the Company’s infringement of that technology. During the fourth quarter of 2021, the Company settled this matter and paid the entity $5.0 million. The Company recognized the expense within general and administrative expenses during the year ended December 31, 2021. From time to time, the Company may be subject to various claims, charges, and litigation. The Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company maintains insurance to cover certain actions and believes that resolution of such claims, charges, or litigation will not have a material impact on the Company’s financial position, results of operations, or liquidity. The Company had no material liabilities for contingencies as of December 31, 2023 or 2022. |
Debt
Debt | 12 Months Ended |
Dec. 31, 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 December 31, December 31, December 31, December 31, December 31, December 31, (in thousands) 2026 Notes $ 366,999 $ 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 2026 Notes were issued pursuant to the 2026 Notes Indenture, dated September 17, 2021, among the Company, JAMF Software, LLC, as subsidiary guarantor, and U.S. Bank National Association, as trustee. The 2026 Notes are general senior, unsecured obligations of the Company and mature on September 1, 2026, unless earlier converted, redeemed, or repurchased. The 2026 Notes bear interest at a rate of 0.125% per year, payable semiannually in arrears on March 1 st and September 1 st of each year, beginning on March 1, 2022. The Company recorded the principal amount of the 2026 Notes, net of issuance costs, as a liability in the consolidated balance sheets. The Company’s net proceeds from the offering were approximately $361.4 million after deducting the initial purchasers’ discounts and commissions and the offering expenses paid by the Company. The Company used (i) approximately $250.0 million of the net proceeds from the offering of the 2026 Notes to repay the Company’s 2021 Term Loan Facility and to pay any associated prepayment penalties and accrued and unpaid interest to the date of repayment and (ii) approximately $36.0 million of the net proceeds from the offering of the 2026 Notes to fund the cost of entering into the Capped Calls and used the remainder of the net proceeds for general corporate purposes, which may include working capital, capital expenditures, and potential acquisitions and strategic transactions. The 2026 Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding March 1, 2026, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period in which the trading price (as defined in the 2026 Notes Indenture) per $1,000 principal amount of the 2026 Notes for each trading day during the five business day period after any ten consecutive trading day period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the 2026 Notes on each such trading day; (3) if the Company calls such 2026 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the 2026 Notes called (or deemed called) for redemption; and (4) upon the occurrence of specified corporate events as set forth in the 2026 Notes Indenture. On or after March 1, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date (September 1, 2026), holders of the 2026 Notes may convert all or any portion of their 2026 Notes at any time, regardless of the foregoing conditions. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the 2026 Notes Indenture. As of December 31, 2023, the conditions allowing holders of the 2026 Notes to convert were not met. The initial conversion rate for the 2026 Notes is 20.0024 shares of the Company’s common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $49.99 per share of common stock. The initial conversion price of the 2026 Notes represents a premium of approximately 40.0% to the last reported sale price of the Company’s common stock on NASDAQ on September 14, 2021. The conversion rate for the 2026 Notes is subject to adjustment under certain circumstances in accordance with the terms of the 2026 Notes Indenture. In addition, following certain corporate events that occur prior to the maturity date of the 2026 Notes or if the Company delivers a notice of redemption in respect of the 2026 Notes, the Company will, under certain circumstances, increase the conversion rate of the 2026 Notes for a holder who elects to convert its 2026 Notes (or any portion thereof) in connection with such a corporate event or convert its 2026 Notes called (or deemed called) for redemption during the related redemption period (as defined in the 2026 Notes Indenture), as the case may be. The Company may not redeem the 2026 Notes prior to September 6, 2024. The Company may redeem for cash all or any portion of the 2026 Notes, at its option, on or after September 6, 2024, if the last reported sale price of the common stock has been at least 130% of the conversion price for the 2026 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, to, but excluding, the redemption date. If the Company redeems less than all the outstanding 2026 Notes, at least $50.0 million aggregate principal amount of 2026 Notes must be outstanding and not subject to redemption as of the date of the relevant notice of redemption. No sinking fund is provided for the 2026 Notes. If the Company undergoes a fundamental change (as defined in the 2026 Notes Indenture), holders may require, subject to certain conditions and exceptions, the Company to repurchase for cash all or any portion of their 2026 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the fundamental change repurchase date. The 2026 Notes Indenture includes customary covenants and sets forth certain events of default after which the 2026 Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company or its significant subsidiaries after which the 2026 Notes become automatically due and payable. The following table sets forth the interest expense related to the 2026 Notes for the periods presented: Years Ended December 31, 2023 2022 2021 (in thousands) Contractual interest expense $ 467 $ 467 $ 135 Amortization of issuance costs 2,494 2,474 711 In 2021, the Company recorded debt issuance costs of $12.4 million related to the issuance of the 2026 Notes as a reduction to the liability in the consolidated balance sheet. Debt issuance costs are amortized to interest expense over the term of the 2026 Notes using the effective interest rate method. The effective interest rate on the 2026 Notes was 0.81% for the years ended December 31, 2023, 2022, and 2021. Capped Calls On September 14, 2021, concurrently with the pricing of the 2026 Notes, and on September 17, 2021, concurrently with the initial purchasers’ exercise of their option to purchase additional 2026 Notes, the Company also entered into the Capped Calls with third-party banks. The Capped Calls each have an initial strike price of approximately $49.99 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2026 Notes. The Capped Calls have initial cap prices of $71.42 per share, subject to certain adjustments. The Capped Calls cover, subject to anti-dilution adjustments, approximately 7.5 million shares of the Company’s common stock. The Capped Calls are generally intended to reduce or offset the potential dilution to the common stock upon any conversion of the 2026 Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. The Company paid approximately $36.0 million from the net proceeds from the issuance and sale of the 2026 Notes to purchase the Capped Calls and recorded the Capped Calls as a reduction to additional paid-in capital in the consolidated balance sheet. The Capped Calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to terminations of the Capped Calls, including changes in law, failures to deliver, and hedging disruptions. Credit 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 December 31, 2023 and 2022. In connection with the closing of the Wandera acquisition on July 1, 2021, the Company entered into the Credit Agreement Amendment No. 1, which amended the Company’s 2020 Credit Agreement. The Credit Agreement Amendment No. 1 provided for the 2021 Term Loan Facility, a 364-day term loan facility in an aggregate principal amount of $250.0 million on substantially the same terms and conditions as the Company’s existing 2020 Revolving Credit Facility. The Company repaid the principal amount of the 2021 Term Loan Facility on September 23, 2021 with proceeds from the issuance and sale of the 2026 Notes. The Company accounted for this transaction as a debt extinguishment. Effective April 7, 2023, we entered into the Credit Agreement Amendment No. 2, which amends certain provisions of the 2020 Credit Agreement. The Credit Agreement Amendment No. 2 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 No 2., 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. |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based compensation | Stock-based compensation The Company’s equity incentive plans provide for granting various stock-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: Years Ended December 31, 2023 2022 2021 (in thousands) Cost of revenue: Subscription $ 10,229 $ 8,854 $ 3,755 Services 1,386 1,299 594 Sales and marketing 33,127 33,559 10,938 Research and development 23,719 24,392 10,512 General and administrative 32,539 41,066 10,006 $ 101,000 $ 109,170 $ 35,805 The tax benefit related to stock-based compensation was not material for the year ended December 31, 2023. The Company recognized a tax benefit related to stock-based compensation of $10.1 million and $12.8 million for the years ended December 31, 2022 and 2021, respectively. Equity Incentive Plans On July 21, 2020, the Company adopted the 2020 Plan. The 2020 Plan provides for grants of (i) stock options, (ii) stock appreciation rights, (iii) restricted shares, (iv) performance awards, (v) other stock-based awards, and (vi) other cash-based awards to eligible employees, non-employee directors, and consultants of the Company. We initially reserved 14,800,000 shares of our common stock for issuance under the 2020 Plan. The total number of shares reserved for issuance under the 2020 Plan increases on January 1 st of each of the first 10 calendar years during the term of the 2020 Plan by the lesser of: (i) a number of shares of our common stock equal to 4% of the total number of shares of our common stock outstanding on December 31 st of the preceding calendar year or (ii) a number of shares of our common stock as determined by our Board. 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 December 31, 2023, 13,716,641 shares of common stock are reserved for additional grants under the 2020 Plan. The 2017 Option Plan became effective November 13, 2017 upon the approval of the Board and, prior to the adoption of the 2020 Plan, served as the umbrella plan for the Company’s stock-based and cash-based incentive compensation program for its officers and other eligible employees. The aggregate number of shares of common stock that may be issued under the 2017 Option Plan may not exceed 8,470,000 shares. As of December 31, 2023, 128,928 shares of common stock are reserved for additional grants under the 2017 Option Plan. All stock options previously granted by the Company were at an exercise price at or above the estimated fair market value of the Company’s common stock as of the grant date. Return Target Options The table below summarizes return target option activity for the year ended December 31, 2023: Options Weighted- Weighted- Aggregate Outstanding, December 31, 2022 3,272,920 $ 6.75 5.8 $ 47,623 Granted — — Exercised (678,298) 7.26 9,276 Forfeitures — — Outstanding, December 31, 2023 2,594,622 $ 6.61 4.3 $ 29,697 Options exercisable at December 31, 2023 2,594,622 $ 6.61 4.3 $ 29,697 Vested or expected to vest at December 31, 2023 2,594,622 $ 6.61 4.3 $ 29,697 The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the optionholders had all optionholders exercised their options on the last day of the period. No return target options were granted during the years ended December 31, 2023, 2022, and 2021. 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. The fair value of the awards immediately before the modification was higher than the fair value immediately after the modification and therefore no incremental compensation cost was recognized. There is no remaining unrecognized compensation expense related to these return target options as of December 31, 2023. The total fair value of return target options vested during the year ended December 31, 2022 was $33.0 million. The aggregate intrinsic value of the options exercised, which represents the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price of each option, was $9.3 million and $7.9 million for the years ended December 31, 2023 and 2022, respectively. No return target options vested or were exercised during the year ended December 31, 2021. The Company issues new shares when return target options are exercised. All awards expire after 10 years. Service-Based Options The table below summarizes the service-based option activity for the year ended December 31, 2023: Options Weighted‑ Weighted‑ Aggregate Outstanding, December 31, 2022 1,215,822 $ 5.70 5.1 $ 18,968 Granted — — Exercised (166,937) 6.68 2,192 Forfeitures — — Outstanding, December 31, 2023 1,048,885 $ 5.54 3.2 $ 13,129 Options exercisable at December 31, 2023 1,048,885 $ 5.54 3.2 $ 13,129 Vested or expected to vest at December 31, 2023 1,048,885 $ 5.54 3.2 $ 13,129 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. Service-based options vest over four years with 25% vesting one year after grant and the remainder vesting ratably on a quarterly basis thereafter. The Company issues new shares when service-based options are exercised. All service-based options outstanding under the Company’s option plans have exercise prices equal to the fair value of the Company’s stock on the grant date. All awards expire after 10 years. No service-based options were granted during the years ended December 31, 2023, 2022, and 2021. The aggregate intrinsic value of the options exercised, which represents the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price of each option, was $2.2 million, $11.2 million, and $54.7 million for the years ended December 31, 2023, 2022, and 2021, respectively. The total fair value of service-based options vested during the years ended December 31, 2023, 2022, and 2021 was $0.4 million, $0.7 million, and $2.6 million, respectively. There is no remaining unrecognized compensation expense related to service-based options as of December 31, 2023. Restricted Stock Units RSU activity for the year ended December 31, 2023 was as follows: Units Weighted-Average Grant Date Fair Value (per share) Outstanding, December 31, 2022 8,417,357 $ 29.61 Granted 5,478,078 19.45 Vested (2,489,574) 29.72 Forfeited (854,182) 27.91 Outstanding, December 31, 2023 10,551,679 $ 24.49 RSUs under the 2020 Plan generally vest ratably on an annual basis over four years. The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2023, 2022, and 2021 was $19.45, $27.50, and $32.51, respectively. There was $202.5 million of unrecognized compensation expense related to unvested RSUs that is expected to be recognized over a weighted-average period of 2.5 years as of December 31, 2023. The total fair value of RSUs vested during the years ended December 31, 2023, 2022, and 2021 was $74.0 million, $60.4 million, and $16.2 million, respectively. 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 $10.0 million during the year ended December 31, 2023. Long-Term Incentive Plan In 2018, the Company established an LTIP which provided for cash compensation to certain employees upon achievement of the same conditions of the Company’s return target options. In 2021, the Company offered employees with LTIP grants the opportunity to convert those awards into RSUs under the 2020 Plan. Upon conversion, 50% of the RSUs vested immediately and the remaining 50% vested on the one year anniversary of the grant date, provided the employee remained continuously employed by the Company through the vesting date. All employees elected to convert their outstanding LTIP grants into RSUs, resulting in grants totaling 413,234 shares. The conversion of the previously outstanding LTIP grants into RSUs resulted in the recognition of $4.5 million and $9.8 million of stock-based compensation expense during the years ended December 31, 2022 and 2021, respectively. The expense on the unvested RSUs was recognized on a straight-line basis over the vesting period. Employee Stock Purchase Plan On May 25, 2021, the Company adopted the 2021 ESPP. The 2021 ESPP provides for six-month offering periods beginning approximately May 1 st and November 1 st of each fiscal year and provides eligible employees the opportunity to purchase shares of the Company’s common stock through accumulated payroll deductions at a 15% discount. On each purchase date, the purchase price of the shares is the lesser of (i) 85% of the fair market value of the Company’s common stock on the first day of trading of the offering period or (ii) 85% of the fair market value of the Company’s common stock on the last day of trading of the offering period. Payroll deductions are limited to 15% of an employee’s eligible compensation. The number of shares an employee may purchase during any offering period is limited to an aggregate value of $25,000 per calendar year based on the stock price on the first day of trading of the offering period. As of December 31, 2023 and 2022, the Company withheld, at the employees’ request, $1.0 million and $1.1 million, respectively, of eligible employee compensation, which is included in accrued liabilities in the consolidated balance sheets, for purchases of common stock under the 2021 ESPP. As of December 31, 2023, 4,697,650 shares of common stock were reserved for future issuance under the 2021 ESPP. The total number of shares reserved for issuance under the 2021 ESPP increases on January 1 st of each of the first 10 calendar years after the first offering date by a number of shares of our common stock equal to 1% of the total number of shares of our common stock outstanding on December 31 st of the preceding calendar year. The aggregate number of shares issued over the term of the 2021 ESPP will not exceed 16,000,000 shares. ESPP activity for the years ended December 31, 2023 and 2022 was as follows: Years Ended December 31, 2023 2022 Shares issued 433,121 295,189 Weighted-average purchase price $ 14.34 $ 22.80 Total proceeds (in thousands) $ 6,077 $ 6,840 No shares of common stock were issued under the 2021 ESPP during the year ended December 31, 2021. The grant date fair value of shares issued under the 2021 ESPP equals the sum of (i) 15% of the Company’s quoted stock price on the first day of trading of the offering period and (ii) 85% of the fair market value of a stock option using the Black-Scholes option pricing model. The average grant date fair value for the offering periods under the 2021 ESPP that commenced in 2023, 2022, and 2021 were $4.63, $8.28, and $11.97 per share, respectively. The Company used the following assumptions in the Black-Scholes option pricing model: Years Ended December 31, 2023 2022 2021 Expected term 0.5 years 0.5 years 0.5 years Expected volatility 43.00% - 51.25% 60.05% - 64.90% 40.31% Risk-free interest rate 5.14% - 5.51% 1.49% - 4.58% 0.06% Expected dividend yield —% —% —% The expected term is based on the duration of the offering period. The expected volatility is based on the Company’s historical data. The risk-free interest rate is based on U.S. Treasury instruments with terms that are consistent with the offering period. The expected dividend yield is zero as we do not currently pay dividends and have no plans to pay dividends in the foreseeable future. There was $0.6 million of unrecognized compensation expense related to the 2021 ESPP that is expected to be recognized over a period of four months as of December 31, 2023. |
Net loss per Share
Net loss per Share | 12 Months Ended |
Dec. 31, 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: Years Ended December 31, 2023 2022 2021 (in thousands, except share and per share amounts) Numerator: Net loss $ (110,086) $ (141,301) $ (75,189) Denominator: Weighted‑average shares used to compute net loss per share, basic and diluted 124,935,620 120,720,972 118,276,462 Basic and diluted net loss per share $ (0.88) $ (1.17) $ (0.64) The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an anti-dilutive impact due to losses reported: As of December 31, 2023 2022 2021 Stock options outstanding 3,643,507 4,488,742 5,330,930 Unvested restricted stock units 10,551,679 8,417,357 6,890,938 Shares related to the 2026 Notes 7,475,897 7,475,897 7,475,897 Shares committed under the 2021 ESPP 238,943 193,977 108,331 Total potentially dilutive securities 21,910,026 20,575,973 19,806,096 |
Employee benefit plans
Employee benefit plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee benefit plans | Employee benefit plans Employees located in the U.S. are generally eligible to participate in the 401(k) Plan. The 401(k) Plan allows eligible employees to defer a percentage of their annual compensation as defined in the 401(k) Plan on a pre-tax or after-tax basis up to the maximum amount allowed by the Internal Revenue Service. The Company contributes an amount equal to 3 percent of each participant’s eligible compensation each pay period regardless of whether the participant makes elective deferrals. The Company made contributions to the 401(k) Plan of $6.5 million, $5.4 million, and $4.1 million for the years ended December 31, 2023, 2022, and 2021, respectively. Employees outside of the U.S. who are not covered by the 401(k) Plan may be covered by local defined contribution plans, which are subject to applicable laws and rules of the country where the plans are administered. The Company made contributions to defined contributions plans outside of the U.S. of $3.2 million, $2.5 million, and $1.5 million for the years ended December 31, 2023, 2022, and 2021, respectively. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The domestic and foreign components of loss before income tax (provision) benefit were as follows: Years Ended December 31, 2023 2022 2021 (in thousands) Domestic $ (80,480) $ (123,521) $ (71,537) Foreign (27,327) (18,693) (8,441) Loss before income tax (provision) benefit $ (107,807) $ (142,214) $ (79,978) The components of income tax (provision) benefit attributable to continuing operations were as follows: Years Ended December 31, 2023 2022 2021 (in thousands) Current: Federal $ — $ 6 $ — State (456) (154) (217) Foreign (3,799) (1,894) (638) Total current provision (4,255) (2,042) (855) Deferred: Federal (130) 268 487 State 80 170 1,145 Foreign 2,026 2,517 4,012 Total deferred benefit 1,976 2,955 5,644 Total income tax (provision) benefit $ (2,279) $ 913 $ 4,789 The income tax (provision) benefit differs from the amount of income tax benefit determined by applying the statutory U.S. federal income tax rate to pretax loss due to the following: Years Ended December 31, 2023 2022 2021 Statutory U.S. federal income tax rate 21.0 % 21.0 % 21.0 % State income tax benefit, net of federal tax effect 1.2 2.5 3.1 Permanent differences (0.1) 0.1 — Foreign rate differential 1.0 (0.6) (0.5) Remeasurement gain/loss 0.7 — 0.7 Tax credits 3.2 2.0 2.3 Valuation allowance (19.8) (21.5) (24.4) Stock-based compensation (6.1) (1.6) 12.2 Transaction costs (0.2) (0.4) (0.8) Deferred rate change — 0.4 0.9 Section 162(m) (1.4) (1.9) (9.4) Foreign withholding taxes (1.3) (0.5) — Other (0.3) 1.1 0.9 Effective tax rate (2.1 %) 0.6 % 6.0 % Significant components of the Company’s deferred income tax assets and liabilities were as follows: December 31, 2023 2022 (in thousands) Deferred tax assets: Accrued compensation $ 3,582 $ 3,821 Deferred revenue 15,878 12,883 Section 174 capitalization 17,947 9,540 Stock-based compensation 18,949 14,960 Federal tax credits 11,739 8,949 Foreign withholding taxes — 2,782 Net operating losses 54,052 50,794 State tax credits 2,901 2,495 Business interest limitation 9,398 10,054 Operating lease liabilities 3,607 4,347 2026 Notes 4,914 6,627 Other 2,713 3,842 Gross deferred tax assets 145,680 131,094 Valuation allowance (85,256) (63,541) Total deferred tax assets 60,424 67,553 Deferred tax liabilities: Deferred contract costs (19,087) (14,170) Operating lease right-of-use assets (2,017) (3,520) Intangibles and other (43,571) (50,578) Other (10) (300) Gross deferred tax liabilities (64,685) (68,568) Net deferred tax liabilities $ (4,261) $ (1,015) The components giving rise to the net deferred tax liabilities detailed above have been included in the consolidated balance sheets as follows: December 31, 2023 2022 (in thousands) Non-current deferred tax assets (1) $ 1,691 $ 4,490 Non-current deferred tax liabilities (5,952) (5,505) Net deferred tax liabilities $ (4,261) $ (1,015) (1) Included in other assets in the consolidated balance sheets. As of December 31, 2023 and 2022, the Company established a valuation allowance against certain deferred tax assets in the U.S. and UK to reduce the total to an amount management believes are more likely than not to be realized. Realization of deferred tax assets is dependent upon sufficient future taxable income during the periods when deductible temporary differences and carryforwards are expected to be available to reduce taxable income. The valuation allowance increased by $21.7 million, $32.0 million, and $28.5 million during the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, the Company had a U.S. federal NOL carryforward of approximately $125.9 million, a foreign NOL carryforward of approximately $86.7 million, federal research and development credits of approximately $11.0 million, foreign tax credits of approximately $1.4 million primarily consisting of investment tax credit carryforwards, and foreign research and development credits of approximately $0.6 million. The Company also had state NOL carryforwards of approximately $93.4 million and state credits for research and development of approximately $4.1 million. Approximately $69.3 million of the federal NOL carryforwards will begin to expire in 2037. The remainder of the federal NOLs of $56.6 million and the foreign NOLs are carried forward indefinitely. The state NOL carryforwards began expiring in 2023 and are available to offset future taxable income or reduce taxes payable through 2043. The federal research and development credits, state research and development credits, and foreign tax credits will begin expiring in 2033, 2026, and 2023, respectively. The Company also had a foreign withholding tax carryforward of approximately $2.7 million. A company’s ability to utilize a portion of its NOL carryforwards to offset future taxable income may be subject to certain limitations under Section 382 of the Code due to changes in the equity ownership of the company. The Company conducted a Section 382 analysis and determined that although an ownership change occurred in a prior period, all NOLs will be fully available for utilization before expiration. The Company has not provided for deferred taxes on outside basis differences for investments in its international subsidiaries that are unrelated to unremitted earnings as these basis differences will be indefinitely reinvested. A determination of the unrecognized deferred taxes related to these other components of outstanding basis difference is not practicable to calculate. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits was as follows: Years Ended December 31, 2023 2022 2021 (in thousands) Balance, January 1 $ 1,272 $ 1,003 $ 670 Additions based on tax positions related to the current year 312 230 161 Additions based on tax positions related to prior years 52 39 172 Balance, December 31 $ 1,636 $ 1,272 $ 1,003 Under the provision for uncertainty in income taxes, the total gross amount of unrecognized tax benefits as of December 31, 2023 and 2022 was approximately $1.8 million and $1.4 million, respectively. As of December 31, 2023 and 2022, the realization of unrecognized tax benefits was not expected to impact the effective rate due to a full valuation allowance on federal and state deferred taxes. The Company files income tax returns in the U.S. federal jurisdiction, Minnesota, the UK, and various other state and foreign jurisdictions. With few exceptions, the Company is not subject to U.S. federal, foreign, state, and local income tax examinations by tax authorities for years before 2020. It is difficult to predict the final timing and resolution of any particular uncertain tax position. Based on the Company’s assessment of many factors, including past experience and complex judgements about future events, the Company does not currently anticipate significant changes in its uncertain tax positions over the next 12 months. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as additional income tax expense. The Company did not recognize material income tax expense related to interest and penalties during the years ended December 31, 2023, 2022, and 2021. 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 | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related-party transactions | Related party transactions The Company made pledges to JNGF of $2.4 million, $1.1 million, and $1.2 million during the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, the Company accrued $2.7 million related to JNGF pledges, of which $1.5 million was included in accrued liabilities and $1.2 million was included in other liabilities in the consolidated balance sheet. As of December 31, 2022, the Company accrued $1.3 million related to JNGF pledges, which was included in accrued liabilities in the consolidated balance sheet. The Company has an ongoing lease agreement for office space in Eau Claire, Wisconsin with an entity in which a related party is a minority owner. See Note 7 for further discussion of this lease agreement. 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. 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 years ended December 31, 2023, 2022, and 2021. |
Condensed financial information
Condensed financial information (Parent Company only) | 12 Months Ended |
Dec. 31, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed financial information (Parent Company only) | Jamf Holding Corp. (Parent Company only) Condensed Balance Sheets (in thousands, except share and per share amounts) December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ — $ — Total current assets — — Investment in subsidiaries 717,547 701,338 Total assets $ 717,547 $ 701,338 Liabilities and stockholders’ equity Current liabilities: Accrued liabilities $ — $ — Total current liabilities — — Other liabilities — — Total liabilities — — Commitments and contingencies Stockholders’ equity: Preferred stock, $0.001 par value, 50,000,000 shares authorized at December 31, 2023 and 2022; no shares issued and outstanding at December 31, 2023 and 2022 — — Common stock, $0.001 par value, 500,000,000 shares authorized at December 31, 2023 and 2022; 126,938,102 and 123,170,172 shares issued and outstanding at December 31, 2023 and 2022, respectively 126 123 Additional paid-in capital 1,162,993 1,049,875 Accumulated other comprehensive loss (26,777) (39,951) Accumulated deficit (418,795) (308,709) Total stockholders’ equity 717,547 701,338 Total liabilities and stockholders’ equity $ 717,547 $ 701,338 Jamf Holding Corp. (Parent Company only) Condensed Statements of Operations (in thousands) Years Ended December 31, 2023 2022 2021 Revenue $ — $ — $ — Operating expenses — — — Loss from operations — — — Other income, net — — — Loss before income tax (provision) benefit and equity in net loss of subsidiaries — — — Income tax (provision) benefit — — — Equity in net loss of subsidiaries (110,086) (141,301) (75,189) Net loss $ (110,086) $ (141,301) $ (75,189) Jamf Holding Corp. (Parent Company only) Condensed Statements of Comprehensive Loss (in thousands) Years Ended December 31, 2023 2022 2021 Net loss $ (110,086) $ (141,301) $ (75,189) Other comprehensive income (loss): Subsidiaries’ other comprehensive income (loss) 13,174 (32,085) (7,866) Total other comprehensive income (loss) 13,174 (32,085) (7,866) Comprehensive loss $ (96,912) $ (173,386) $ (83,055) Basis of presentation Jamf Holding Corp. is a holding company with no material operations of its own that conducts substantially all of its activities through its subsidiaries. Jamf Holding Corp. has no direct outstanding debt obligations. However, JAMF Holdings Inc., a wholly owned subsidiary, as borrower under the 2020 Credit Agreement, is limited in its ability to declare dividends or make any payment on account of its capital stock to, directly or indirectly, fund a dividend or other distribution to Jamf Holding Corp., subject to limited exceptions, including (1) stock repurchases, (2) unlimited amounts subject to compliance with a 6.0 to 1.0 total leverage ratio giving pro forma effect to any distribution, (3) amounts not to exceed the greater of (i) $20 million and (ii) 20% of EBITDA in any reference period, and (4) payment of Jamf Holding Corp.’s overhead expenses. Due to the aforementioned qualitative restrictions, substantially all of the assets of Jamf Holding Corp.’s subsidiaries are restricted. For a discussion of the 2020 Credit Agreement, see Note 9 . These condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, Jamf Holding Corp.’s investment in subsidiaries is presented under the equity method of accounting. A condensed statement of cash flows was not presented because Jamf Holding Corp. has no material operating, investing, or financing cash flow activities for the years ended December 31, 2023, 2022, and 2021. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. As such, these parent-only statements should be read in conjunction with the accompanying notes to the consolidated financial statements. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events On January 25, 2024, the Company announced a workforce reduction plan intended to reduce operating costs, improve operating margins, and continue advancing the Company’s ongoing commitment to profitable growth. The workforce reduction plan is expected to impact approximately 6% of the Company’s full-time employees. The Company currently estimates that it will incur charges of approximately $6.6 million to $8.2 million in connection with the workforce reduction plan, consisting of cash expenditures for notice period and severance payments, employee benefits, and related costs. The Company expects that the majority of the charges will be incurred in the first quarter of 2024 and that the execution of the workforce reduction plan will be substantially complete by the end of the second quarter of 2024, subject to local law and consultation requirements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net loss | $ (110,086) | $ (141,301) | $ (75,189) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 shares | Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Michelle Bucaria [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On November 14, 2023, Michelle Bucaria, the Company’s Chief People Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Ms. Bucaria’s trading plan provides for the potential sale of up to 58,453 shares of common stock, subject to certain conditions, from on or about March 1, 2024 through November 14, 2024. | |
Name | Michelle Bucaria | |
Title | Chief People Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | November 14, 2023 | |
Arrangement Duration | 258 days | |
Aggregate Available | 58,453 | 58,453 |
Ian Goodkind [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On December 13, 2023, Ian Goodkind, the Company’s Chief Financial Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Mr. Goodkind’s trading plan provides for the potential sale of up to 75,627 shares of common stock, subject to certain conditions, from March 13, 2024 through December 13, 2024. | |
Name | Ian Goodkind | |
Title | Chief Financial Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | December 13, 2023 | |
Arrangement Duration | 275 days | |
Aggregate Available | 75,627 | 75,627 |
Dean Hager [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On November 14, 2023, Dean Hager, 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. Mr. Hager’s trading plan provides for the potential sale of up to 1,129,172 shares of common stock, subject to certain conditions, from on or about March 1, 2024 through November 15, 2024. | |
Name | Dean Hager | |
Title | directors | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | November 14, 2023 | |
Arrangement Duration | 259 days | |
Aggregate Available | 1,129,172 | 1,129,172 |
Linh Lam [Member] | ||
Trading Arrangements, by Individual | ||
Arrangement Duration | 279 days | |
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. Ms. Leite’s trading plan provides for the potential sale of up to 14,681 shares of common stock, subject to certain conditions, from on or about December 8, 2023 through September 8, 2024. | |
Name | Vina Leite | |
Title | directors | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | September 8, 2023 | |
Arrangement Duration | 275 days | |
Aggregate Available | 14,681 | 14,681 |
Jeff Lendino [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On November 28, 2023, Jeff Lendino, the Company’s Chief Legal Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Mr. Lendino’s trading plan provides for the potential sale of up to 64,034 shares of common stock, subject to certain conditions, from on or about March 1, 2024 through November 28, 2024. | |
Name | Jeff Lendino | |
Title | Chief Legal Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | November 28, 2023 | |
Arrangement Duration | 272 days | |
Aggregate Available | 64,034 | 64,034 |
John Strosahl [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On August 11, 2023, John Strosahl, the Company’s Chief Executive Officer and 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. Mr. Strosahl’s trading plan provides for the potential sale of up to 444,722 shares of common stock, subject to certain conditions, from on or about November 13, 2023 through August 11, 2024. | |
Name | John Strosahl | |
Title | Chief Executive Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | August 11, 2023 | |
Arrangement Duration | 272 days | |
Aggregate Available | 444,722 | 444,722 |
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 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Mr. Wudi’s trading plan provides for the potential sale of up to 96,264 shares of common stock, subject to certain conditions, from on or about 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 |
Linh Lam May 2022 Plan [Member] | Linh Lam [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On May 15, 2023, Linh Lam, the Company's Chief Information Officer, terminated a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Ms. Lam’s 10b5-1 Plan was adopted on May 27, 2022 and provided for the potential sale of up to 19,139 shares of common stock through August 26, 2023. | |
Name | Linh Lam | |
Title | Chief Information Officer | |
Adoption Date | May 27, 2022 | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | May 15, 2023 | |
Aggregate Available | 19,139 | 19,139 |
Linh Lam May 2023 Plan [Member] | Linh Lam [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | Following the termination of the previous trading plan on May 15, 2023, Ms. Lam also entered into a new trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Ms. Lam’s May 2023 trading plan provides for the potential sale of up to 55,973 shares of common stock from on or about August 11, 2023 through May 16, 2024. | |
Name | Linh Lam | |
Title | Chief Information Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | May 15, 2023 | |
Aggregate Available | 55,973 | 55,973 |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation and principles of consolidation |
Principles of consolidation | principles of consolidationAll intercompany accounts and transactions have been eliminated. |
Use of estimates | Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date, and the reported amounts of 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 ROU 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 | 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. |
Net loss per share of common stock | Net loss per share of common stock Basic net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period without consideration for potentially dilutive securities. Diluted net loss per common share is calculated by dividing net loss by the weighted-average number of common shares and potentially dilutive securities outstanding during the period. The potentially dilutive securities include outstanding stock options, unvested RSUs, shares related to the 2026 Notes, and shares issuable pursuant to the 2021 ESPP and are determined by applying either the treasury-stock method or the if-converted method, as applicable. Because we have reported a net loss for the years ended December 31, 2023, 2022, and 2021, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share for those periods given that the potentially dilutive shares would have been anti-dilutive if included in the calculation. |
Cash, cash equivalents, and restricted cash | Cash, cash equivalents, and restricted cash |
Trade accounts receivable, net | Trade accounts receivable, net Credit is extended to customers in the normal course of business. Trade accounts receivable are recorded at the invoiced amount, net of allowances. The allowance for credit losses is based on an expected loss model that estimates losses over the expected life of the trade accounts receivable. The Company estimates expected credit losses based on the Company’s historical loss information, current and future economic and market conditions, and ongoing review of customers’ account balances. The Company writes-off a receivable against the allowance when a determination is made that the balance is uncollectible and collection of the receivable is no longer being actively pursued. For all periods presented, the allowance for credit losses was not material. |
Equipment and leasehold improvements, net | Equipment and leasehold improvements, net Equipment and leasehold improvements are recorded at cost less accumulated depreciation. Expenditures for renewals and betterments that extend the life of such assets are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. These lives are three years for computers and server equipment, three years for software, five years for furniture and fixtures, and the lesser of the lease term or the useful life of the leasehold improvements. Repair and maintenance costs are expensed as incurred. Differences between amounts received and the net carrying value of assets retired or disposed of are charged to income as incurred. |
Cloud computing arrangements | Cloud computing arrangements |
Business combinations | Business combinations When the Company acquires a business, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition. The allocation of the purchase price requires management to make significant estimates in determining the fair value of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates are inherently uncertain and unpredictable. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of the assets acquired and liabilities assumed may be recorded with the corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the fair value of the assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Acquisition-related costs are expensed as incurred. |
Goodwill | Goodwill Goodwill is tested for impairment at least annually and more frequently if events occur that would indicate that it is more likely than not the fair value of the reporting unit is less than the carrying value. The Company has one reporting unit. If the reporting unit’s carrying value exceeds its fair value, an impairment charge will be recorded based on that difference. The impairment charge will be limited to the amount of goodwill currently recognized in the Company’s single reporting unit. The Company performed a qualitative assessment of goodwill as of October 1, 2023, and no impairment was identified. No other interim impairment tests were deemed necessary. |
Other intangibles, net | Other intangible assets, net two |
Operating leases | Operating leases The Company adopted ASC 842 on January 1, 2021 using the optional transition method to the modified retrospective approach. Under this transition provision, results for reporting periods beginning on or after January 1, 2021 are presented under ASC 842 while prior period amounts continue to be reported and disclosed in accordance with the Company’s historical accounting treatment under ASC 840. The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. Under ASC 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company recognizes ROU assets and lease liabilities based on the present value of lease payments over the lease term at the commencement date of the lease (or January 1, 2021 for existing leases upon the adoption of ASC 842). The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by any lease incentives. The Company does not recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the consumer price index). Subsequent changes to an index and other periodic market-rate adjustments to base rent are recorded in variable lease expense in the period incurred. The Company made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component for all asset classes. The non-lease components typically represent additional services transferred to the Company, such as common area maintenance for real estate, which are variable in nature and recorded in variable lease expense in the period incurred. The Company uses its incremental borrowing rate to determine the present value of lease payments as the Company’s leases do not have a readily determinable implicit discount rate. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and amount in a similar economic environment. Judgement is applied in assessing factors such as Company specific credit risk, lease term, nature and quality of the underlying collateral, currency, and economic environment in determining the incremental borrowing rate to apply to each lease. ROU assets are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the carrying amount of the ROU assets exceed their fair value. The amount of the impairment loss recognized is calculated as the excess of the asset’s carrying value over its fair value. The Company uses a discounted cash flow approach to estimate the fair value of its ROU assets. |
Debt issuance costs | Debt issuance costs Costs of debt financing are charged to expense over the lives of the related financing agreements. Remaining costs and the future period over which they would be charged to expense are reassessed when amendments to the related financing agreements or prepayments occur. Debt issuance costs for the Company’s 2026 Notes are recognized as an offset to the liability and are amortized using the effective-interest method. |
Foreign currency | Foreign currency |
Stock-based compensation | Stock-based compensation The Company recognizes compensation expense for all stock-based awards granted to our employees and non-employee directors in the consolidated statements of operations based on the estimated fair value of the awards on the date of grant. We use the Black-Scholes option pricing model to estimate the fair value of service-based options and purchase rights granted under the 2021 ESPP. We use the fair market value of our common stock on the date of grant to estimate the fair value of RSUs. We recognize compensation expense for service-based options and RSUs on a straight-line basis over the applicable vesting period. We recognize compensation expense for the purchase rights granted under the 2021 ESPP on a straight-line basis over the offering period. Forfeitures are accounted for as they occur. |
Income taxes | Income taxes We account for income taxes in accordance with ASC 740 under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities, NOLs, and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We use a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. A tax position is recognized when it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority. The standard also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition. |
Revenue recognition | Revenue recognition The Company applies ASC 606 and follows a five-step model to determine the appropriate amount of revenue to be recognized in accordance with ASC 606: • Identify the contract with a customer • Identify the performance obligations in the contract • Determine the transaction price • Allocate the transaction price to the performance obligations in the contract • Recognize revenue when or as performance obligations are satisfied The Company’s revenue is primarily derived from sales of SaaS subscriptions, support and maintenance contracts, software licenses, and related professional services. The Company’s products and services are marketed and sold directly, as well as indirectly through third-party resellers, to the end-user. The Company assesses the contract term as the period in which the parties to the contract have enforceable rights and obligations. The contract term can differ from the stated term in contracts with certain termination or renewal rights, depending on whether there are substantive penalties associated with those rights. Customer contracts are generally standardized and non-cancelable for the duration of the stated contract term. Nature of Products and Services Subscription: Subscription includes SaaS subscription arrangements, which include a promise to allow customers to access software hosted by the Company over the contract period without allowing the customer to take possession of the software or transfer hosting to a third-party. Subscription also includes support and maintenance, which includes when-and-if available software updates and technical support on our perpetual and on-premise term-based subscription licenses. Because the subscription represents a stand-ready obligation to provide a series of distinct periods of access to the subscription, which are all substantially the same and that have the same pattern of transfer to the customer, subscriptions are accounted for as a series and revenue is recognized ratably over the contract term, beginning at the point when the customer is able to use and benefit from the subscription. Subscription also includes sales of on-premise term-based subscription arrangements. Licenses for on-premise term-based software provide the customer with a right to use the software as it exists when made available to the customer. Revenue from software licenses is recognized upon transfer of control to the customer, which is typically upon making the software available to the customer. Services: Services, including training, are often sold as part of new software license or subscription contracts. These services are fulfilled by the Company and with the use of other vendors and do not significantly modify, integrate, or otherwise depend on other performance obligations included in the contracts. Services are generally performed over a one two License: License includes sales of on-premise perpetual software. Licenses for on-premise perpetual software provide the customer with a right to use the software as it exists when made available to the customer. Revenue from on-premise perpetual software licenses is recognized upon transfer of control to the customer, which is typically upon making the software available to the customer. Certain contracts may include explicit options to renew subscriptions or maintenance at a stated price. These options are generally priced in line with the SSP and therefore do not provide a material right to the customer. If the option provides a material right to the customer, then the material right is accounted for as a separate performance obligation, and the Company recognizes revenue when those future goods or services underlying the option are transferred or when the option expires. Transaction Price The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. The transaction price is exclusive of amounts collected on behalf of third parties, such as sales tax and value-added tax. Significant Judgments When the Company’s contracts with customers contain multiple performance obligations, the contract transaction price is allocated based on a relative SSP basis to each performance obligation. The Company typically determines SSP based on observable selling prices of its products and services. In instances where SSP is not directly observable, such as with software licenses that are never sold on a stand-alone basis, SSP is determined using information that may include market conditions and other observable inputs. SSP is typically established as ranges, and the Company typically has more than one SSP range for individual products and services due to the stratification of those products and services by customer class, channel type, and purchase quantity, among other circumstances. The SSP is reassessed periodically or when facts and circumstances change. 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: Years Ended December 31, 2023 2022 2021 (in thousands) SaaS subscription and support and maintenance $ 521,269 $ 430,613 $ 313,950 On‑premise subscription 21,750 24,394 30,293 Subscription revenue 543,019 455,007 344,243 Professional services 16,325 19,025 16,122 Perpetual licenses 1,227 4,744 6,023 Non‑subscription revenue 17,552 23,769 22,145 Total revenue $ 560,571 $ 478,776 $ 366,388 Contract Balances The timing of revenue recognition may not align with the right to invoice the customer. The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment regardless of whether revenue has been recognized. For multiyear agreements, the Company will either invoice the customer in full at the inception of the contract or in installments (generally annually at the beginning of each renewal period). If revenue has not yet been recognized, then a contract liability (deferred revenue) is also recorded. Deferred revenue classified as current in the consolidated balance sheets is expected to be recognized as revenue within one year. Non-current deferred revenue will generally be fully recognized within five years. If revenue is recognized in advance of the right to invoice, a contract asset is recorded. For the years ended December 31, 2023, 2022, and 2021, contract assets and the allowance for expected credit losses associated with contract assets were not material. 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: Years Ended December 31, 2023 2022 2021 (in thousands) Balance, beginning of the period $ 346,150 $ 282,128 $ 205,509 Acquisitions 3,230 1,014 5,200 Revenue earned (281,536) (222,964) (160,002) Deferral of revenue 307,689 287,608 231,421 Other (1) (2,101) (1,636) — Balance, end of the period $ 373,432 $ 346,150 $ 282,128 (1) Includes contract assets netted against contract liabilities on a contract-by-contract basis. There were no significant changes to our contract assets and liabilities during the years ended December 31, 2023, 2022, and 2021 outside of our sales activities. In instances where the timing of revenue recognition differs from the timing of the right to invoice, the Company has determined that a significant financing component generally does not exist. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the products and services and not to receive financing from or provide financing to the customer. Additionally, the Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less. Payment terms on invoiced amounts are typically 30 to 60 days. The Company does not offer rights of return for its products and services in the normal course of business and contracts generally do not include customer acceptance clauses. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts to be invoiced. As of December 31, 2023, the Company had $499.6 million of remaining performance obligations, with 71% 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 consolidated balance sheets when the period of benefit is determined to be greater than one year. The Company has elected to apply the practical expedient to expense contract costs as incurred when the expected amortization period is one year or less. The judgments made in determining the amount of costs incurred include the portion of the commissions that are expensed in the current period versus the portion of the commissions that are recognized over the expected period of benefit, which often extends beyond the contract term as we generally do not pay commensurate commissions upon renewal of the service contracts. Contract costs are allocated to each performance obligation within the contract and amortized on a straight-line basis over the expected benefit period of the related performance obligations. Contract costs are amortized as a component of sales and marketing expenses in our consolidated statements of operations. We have determined that the expected period of benefit is generally five years based on evaluation of a number of factors, including customer attrition rates, weighted-average useful lives of our customer relationship and developed technology intangible assets, and market factors, including the overall competitive environment and technology life of competitors. Total amortization of contract costs for the years ended December 31, 2023, 2022, and 2021 was $21.5 million, $16.6 million, and $12.5 million, respectively. The Company periodically reviews these deferred contract costs to determine whether events or changes in circumstances have occurred that could affect the period of benefit of these deferred contract costs. There were no impairment losses recorded during the years ended December 31, 2023, 2022, or 2021. |
Concentrations of risk | Concentrations of Risk For each of the years ended December 31, 2023 and 2022, the Company had two distributors that each accounted for more than 10% of total revenue. Total receivables related to these distributors were $32.1 million and $29.3 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, these distributors accounted for 30% and 33%, respectively, of total receivables. No single end customer accounted for more than 10% of total revenue for the years ended December 31, 2023 and 2022. No single end customer accounted for more than 10% of total receivables as of December 31, 2023 and 2022. The Company hosts our cloud service from third-party data center facilities operated by AWS from several global locations. The Company has internal procedures to restore services in the event of disaster at any of its current data center facilities. Even with these procedures for disaster recovery in place, the Company’s subscription services could be significantly interrupted during the time period following a disaster at one of its sites and the subsequent restoration of services at another site. |
Research and development costs and software development costs | Research and development costs and software development costs All research and development costs are expensed as incurred in accordance with ASC Topic 730, Research and Development . Software development costs required to be capitalized under ASC Topic 985-20, Costs of Software to be Sold, Leased or Marketed , and under ASC Topic 350-40, Internal-Use Software , were not material for the years ended December 31, 2023, 2022, and 2021, except for implementation costs associated with cloud computing arrangements as discussed above. |
Advertising costs | Advertising costs |
Recently issued accounting pronouncements not yet adopted | Recently issued accounting pronouncements not yet adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This update requires companies to disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. This update also requires disclosure of disaggregated information related to income taxes paid. This standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis with the option to apply the guidance retrospectively. The Company is currently evaluating the effect the standard will have on its consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This update requires disclosure of significant segment expenses regularly provided to the CODM. Additionally, this update requires a description of how the CODM utilizes segment operating profit or loss to assess segment performance. All disclosure requirements in this standard are required for entities with a single reportable segment. The standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a retrospective basis to all periods presented. The Company is currently evaluating the effect the standard will have on its consolidated financial statements. |
Assets and liabilities measured at fair value on a recurring basis | Assets and liabilities measured at fair value on a recurring basis The Company invests in money market funds with original maturities at the time of purchase of three months or less, which are measured and recorded at fair value on a recurring basis. Money market funds are valued based on quoted market prices in active markets and classified within Level 1 of the fair value hierarchy. |
Basis of presentation and des_2
Basis of presentation and description of business (Tables) | 12 Months Ended |
Dec. 31, 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: Years Ended December 31, 2023 2022 2021 (in thousands) The Americas (1) $ 377,890 $ 330,704 $ 261,516 Europe, the Middle East, India, and Africa 140,224 113,861 79,918 Asia Pacific 42,457 34,211 24,954 $ 560,571 $ 478,776 $ 366,388 (1) The vast majority of our Americas revenue comes from the U.S. |
Schedule of equipment and leasehold improvements, net by geographic region | Long-lived assets, which include equipment and leasehold improvements, net and operating lease ROU assets for purposes of this disclosure, by geographic region were as follows: December 31, 2023 2022 (in thousands) The Americas $ 21,489 $ 28,087 Europe, the Middle East, India, and Africa 3,150 4,904 Asia Pacific 8,206 10,258 $ 32,845 $ 43,249 |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of disaggregation of revenue | Revenue from subscription and non-subscription contractual arrangements were as follows: Years Ended December 31, 2023 2022 2021 (in thousands) SaaS subscription and support and maintenance $ 521,269 $ 430,613 $ 313,950 On‑premise subscription 21,750 24,394 30,293 Subscription revenue 543,019 455,007 344,243 Professional services 16,325 19,025 16,122 Perpetual licenses 1,227 4,744 6,023 Non‑subscription revenue 17,552 23,769 22,145 Total revenue $ 560,571 $ 478,776 $ 366,388 |
Schedule of changes in contract liabilities | 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: Years Ended December 31, 2023 2022 2021 (in thousands) Balance, beginning of the period $ 346,150 $ 282,128 $ 205,509 Acquisitions 3,230 1,014 5,200 Revenue earned (281,536) (222,964) (160,002) Deferral of revenue 307,689 287,608 231,421 Other (1) (2,101) (1,636) — Balance, end of the period $ 373,432 $ 346,150 $ 282,128 (1) Includes contract assets netted against contract liabilities on a contract-by-contract basis. |
Financial instruments fair va_2
Financial instruments fair value (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value, assets and liabilities measured on recurring basis | The fair value of these financial instruments were as follows: December 31, 2023 Level 1 Level 2 Level 3 Total (in thousands) Assets Cash equivalents: Money market funds $ 151,209 $ — $ — $ 151,209 Total cash equivalents $ 151,209 $ — $ — $ 151,209 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 |
Summary of changes in contingent consideration classified as Level 3 | The following table provides a summary of the changes in contingent consideration, which is classified as Level 3: Years Ended December 31, 2023 2022 2021 (in thousands) Balance, beginning of period $ 6,206 $ 10,100 $ 8,200 Additions — — 359 Total (gains) losses included in: Net loss — 694 6,037 Payments (6,206) (4,588) (4,206) Other — — (290) Balance, end of period $ — $ 6,206 $ 10,100 |
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 consolidated balance sheets: December 31, 2023 December 31, 2022 Net Carrying Value Estimated Fair Value Net Carrying Value Estimated Fair Value (in thousands) 2026 Notes $ 366,999 $ 319,283 $ 364,505 $ 308,504 |
Equipment and leasehold impro_2
Equipment and leasehold improvements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of equipment and leasehold improvements | Equipment and leasehold improvements were as follows: December 31, 2023 2022 (in thousands) Computers $ 19,494 $ 18,191 Software 2,352 2,168 Furniture/fixtures 4,934 5,162 Leasehold improvements 13,658 13,769 Capital in progress 2,063 1,558 Equipment and leasehold improvements, gross 42,501 40,848 Less: accumulated depreciation (27,317) (21,427) Equipment and leasehold improvements, net $ 15,184 $ 19,421 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 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 Assets acquired: Cash and cash equivalents $ 9,605 Trade accounts receivable, net 3,882 Prepaid expenses 900 Other current assets 426 Equipment and leasehold improvements, net 58 Intangible assets acquired 102,050 Operating lease assets 1,474 Deferred tax asset 918 Liabilities assumed: Accounts payable (788) Accrued liabilities (3,464) Income taxes payable (94) Deferred revenue (5,200) Operating lease liabilities (1,474) Deferred tax liability (9,374) Goodwill 310,356 Total purchase consideration $ 409,275 |
Schedule of finite-lived intangible assets acquired as part of business combination | The estimated useful lives and fair values of the identifiable intangible assets acquired were as follows: Useful Life Gross Value (in thousands) 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 The estimated useful lives and fair values of the identifiable intangible assets acquired were as follows: Useful Life Gross Value (in thousands) Developed technology 6.5 years $ 60,500 Customer relationships 11.0 years 35,600 Order backlog 2.5 years 3,800 Non-competes 2.5 years 1,750 Trademarks 3.0 years 400 Total identifiable intangible assets $ 102,050 |
Schedule of business acquisitions | Acquisition-related costs were expensed as incurred and were as follows: Year Ended December 31, 2021 (in thousands) Cost of revenue: Subscription $ 88 Sales and marketing 180 Research and development 1,088 General and administrative 4,896 $ 6,252 |
Schedule of pro forma revenue and earnings | Pro forma consolidated revenue and net loss for the year ended December 31, 2021 were as follows (in thousands): Revenue $ 377,996 Net loss (83,383) |
Goodwill and other intangible_2
Goodwill and other intangible assets (Tables) | 12 Months Ended |
Dec. 31, 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: Years Ended December 31, 2023 2022 2021 (in thousands) Goodwill, beginning of period $ 856,925 $ 845,734 $ 541,480 Goodwill acquired 17,550 38,133 311,203 Measurement period adjustments 339 — (477) Foreign currency translation adjustment 12,307 (26,942) (6,472) Goodwill, end of period $ 887,121 $ 856,925 $ 845,734 |
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: December 31, 2023 Useful Life Gross Carrying Value Accumulated Foreign Currency Translation Net Carrying Weighted‑ (in thousands) Trademarks 3 - 8 years $ 34,700 $ 26,630 $ (35) $ 8,035 1.8 years Customer relationships 5 ‑ 12 years 257,308 119,396 (1,781) 136,131 6.2 years Developed technology 5 - 6.5 years 84,647 36,235 (5,148) 43,264 3.9 years Non‑competes 2.5 - 3 years 3,099 2,267 (172) 660 1.8 years Order backlog 2.5 years 3,800 3,800 (199) (199) 0.0 years Total intangible assets $ 383,554 $ 188,328 $ (7,335) $ 187,891 December 31, 2022 Useful Life Gross Carrying Value Accumulated Foreign Currency Translation Net Carrying Weighted‑ (in thousands) Trademarks 3 - 8 years $ 34,700 $ 22,209 $ (42) $ 12,449 2.8 years Customer relationships 2 ‑ 12 years 252,308 97,113 (2,509) 152,686 7.2 years Developed technology 5 - 6.5 years 124,647 67,063 (7,076) 50,508 4.7 years Non‑competes 2 - 3 years 3,099 1,118 (183) 1,798 2.3 years Order backlog 2.5 years 3,800 2,280 (217) 1,303 1.0 year Total intangible assets $ 418,554 $ 189,783 $ (10,027) $ 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: December 31, 2023 Useful Life Gross Carrying Value Accumulated Foreign Currency Translation Net Carrying Weighted‑ (in thousands) Trademarks 3 - 8 years $ 34,700 $ 26,630 $ (35) $ 8,035 1.8 years Customer relationships 5 ‑ 12 years 257,308 119,396 (1,781) 136,131 6.2 years Developed technology 5 - 6.5 years 84,647 36,235 (5,148) 43,264 3.9 years Non‑competes 2.5 - 3 years 3,099 2,267 (172) 660 1.8 years Order backlog 2.5 years 3,800 3,800 (199) (199) 0.0 years Total intangible assets $ 383,554 $ 188,328 $ (7,335) $ 187,891 December 31, 2022 Useful Life Gross Carrying Value Accumulated Foreign Currency Translation Net Carrying Weighted‑ (in thousands) Trademarks 3 - 8 years $ 34,700 $ 22,209 $ (42) $ 12,449 2.8 years Customer relationships 2 ‑ 12 years 252,308 97,113 (2,509) 152,686 7.2 years Developed technology 5 - 6.5 years 124,647 67,063 (7,076) 50,508 4.7 years Non‑competes 2 - 3 years 3,099 1,118 (183) 1,798 2.3 years Order backlog 2.5 years 3,800 2,280 (217) 1,303 1.0 year Total intangible assets $ 418,554 $ 189,783 $ (10,027) $ 218,744 |
Schedule of future estimated amortization expense | Future estimated amortization expense as of December 31, 2023 is as follows (in thousands): Years ending December 31: 2024 $ 38,391 2025 37,590 2026 32,893 2027 31,516 2028 21,523 Thereafter 25,978 Total amortization expense $ 187,891 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 December 31, 2022 (in thousands) Assets Operating lease assets Other assets $ 17,661 $ 23,828 Liabilities Operating lease liabilities - current Accrued liabilities $ 5,766 $ 6,539 Operating lease liabilities - non-current Other liabilities 16,320 21,895 Total operating lease liabilities $ 22,086 $ 28,434 |
Components of lease expense | The components of lease expense were as follows: Years Ended December 31, 2023 2022 2021 (in thousands) Operating lease cost $ 6,932 $ 6,882 $ 5,935 Short-term lease cost 233 281 272 Variable lease cost 2,609 2,442 1,943 Total lease expense $ 9,774 $ 9,605 $ 8,150 |
Schedule of operating lease liability | Maturities of the Company’s operating lease liabilities as of December 31, 2023 were as follows: Operating Leases (in thousands) Years ending December 31: 2024 $ 6,554 2025 4,895 2026 4,792 2027 2,751 2028 2,453 Thereafter 2,888 Total lease payments 24,333 Less: imputed interest 2,247 Total present value of lease liabilities $ 22,086 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 (in thousands): Years ending December 31: 2024 $ 42,017 2025 22,131 2026 1,510 2027 1,126 2028 — Thereafter — $ 66,784 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | 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 December 31, December 31, December 31, December 31, December 31, December 31, (in thousands) 2026 Notes $ 366,999 $ 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: Years Ended December 31, 2023 2022 2021 (in thousands) Contractual interest expense $ 467 $ 467 $ 135 Amortization of issuance costs 2,494 2,474 711 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock based compensation | The Company recognized stock-based compensation expense for all equity arrangements as follows: Years Ended December 31, 2023 2022 2021 (in thousands) Cost of revenue: Subscription $ 10,229 $ 8,854 $ 3,755 Services 1,386 1,299 594 Sales and marketing 33,127 33,559 10,938 Research and development 23,719 24,392 10,512 General and administrative 32,539 41,066 10,006 $ 101,000 $ 109,170 $ 35,805 |
Summary of stock-option activity | The table below summarizes return target option activity for the year ended December 31, 2023: Options Weighted- Weighted- Aggregate Outstanding, December 31, 2022 3,272,920 $ 6.75 5.8 $ 47,623 Granted — — Exercised (678,298) 7.26 9,276 Forfeitures — — Outstanding, December 31, 2023 2,594,622 $ 6.61 4.3 $ 29,697 Options exercisable at December 31, 2023 2,594,622 $ 6.61 4.3 $ 29,697 Vested or expected to vest at December 31, 2023 2,594,622 $ 6.61 4.3 $ 29,697 The table below summarizes the service-based option activity for the year ended December 31, 2023: Options Weighted‑ Weighted‑ Aggregate Outstanding, December 31, 2022 1,215,822 $ 5.70 5.1 $ 18,968 Granted — — Exercised (166,937) 6.68 2,192 Forfeitures — — Outstanding, December 31, 2023 1,048,885 $ 5.54 3.2 $ 13,129 Options exercisable at December 31, 2023 1,048,885 $ 5.54 3.2 $ 13,129 Vested or expected to vest at December 31, 2023 1,048,885 $ 5.54 3.2 $ 13,129 |
Summary of restricted stock units activity | RSU activity for the year ended December 31, 2023 was as follows: Units Weighted-Average Grant Date Fair Value (per share) Outstanding, December 31, 2022 8,417,357 $ 29.61 Granted 5,478,078 19.45 Vested (2,489,574) 29.72 Forfeited (854,182) 27.91 Outstanding, December 31, 2023 10,551,679 $ 24.49 |
Schedule of ESPP Activity | ESPP activity for the years ended December 31, 2023 and 2022 was as follows: Years Ended December 31, 2023 2022 Shares issued 433,121 295,189 Weighted-average purchase price $ 14.34 $ 22.80 Total proceeds (in thousands) $ 6,077 $ 6,840 |
Schedule of share-based payment award, employee stock purchase plan, valuation assumptions | The Company used the following assumptions in the Black-Scholes option pricing model: Years Ended December 31, 2023 2022 2021 Expected term 0.5 years 0.5 years 0.5 years Expected volatility 43.00% - 51.25% 60.05% - 64.90% 40.31% Risk-free interest rate 5.14% - 5.51% 1.49% - 4.58% 0.06% Expected dividend yield —% —% —% |
Net loss per share (Tables)
Net loss per share (Tables) | 12 Months Ended |
Dec. 31, 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: Years Ended December 31, 2023 2022 2021 (in thousands, except share and per share amounts) Numerator: Net loss $ (110,086) $ (141,301) $ (75,189) Denominator: Weighted‑average shares used to compute net loss per share, basic and diluted 124,935,620 120,720,972 118,276,462 Basic and diluted net loss per share $ (0.88) $ (1.17) $ (0.64) |
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 anti-dilutive impact due to losses reported: As of December 31, 2023 2022 2021 Stock options outstanding 3,643,507 4,488,742 5,330,930 Unvested restricted stock units 10,551,679 8,417,357 6,890,938 Shares related to the 2026 Notes 7,475,897 7,475,897 7,475,897 Shares committed under the 2021 ESPP 238,943 193,977 108,331 Total potentially dilutive securities 21,910,026 20,575,973 19,806,096 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before income tax, domestic and foreign | The domestic and foreign components of loss before income tax (provision) benefit were as follows: Years Ended December 31, 2023 2022 2021 (in thousands) Domestic $ (80,480) $ (123,521) $ (71,537) Foreign (27,327) (18,693) (8,441) Loss before income tax (provision) benefit $ (107,807) $ (142,214) $ (79,978) |
Schedule of income tax provision (benefit) | The components of income tax (provision) benefit attributable to continuing operations were as follows: Years Ended December 31, 2023 2022 2021 (in thousands) Current: Federal $ — $ 6 $ — State (456) (154) (217) Foreign (3,799) (1,894) (638) Total current provision (4,255) (2,042) (855) Deferred: Federal (130) 268 487 State 80 170 1,145 Foreign 2,026 2,517 4,012 Total deferred benefit 1,976 2,955 5,644 Total income tax (provision) benefit $ (2,279) $ 913 $ 4,789 |
Schedule of income tax rate reconciliation | The income tax (provision) benefit differs from the amount of income tax benefit determined by applying the statutory U.S. federal income tax rate to pretax loss due to the following: Years Ended December 31, 2023 2022 2021 Statutory U.S. federal income tax rate 21.0 % 21.0 % 21.0 % State income tax benefit, net of federal tax effect 1.2 2.5 3.1 Permanent differences (0.1) 0.1 — Foreign rate differential 1.0 (0.6) (0.5) Remeasurement gain/loss 0.7 — 0.7 Tax credits 3.2 2.0 2.3 Valuation allowance (19.8) (21.5) (24.4) Stock-based compensation (6.1) (1.6) 12.2 Transaction costs (0.2) (0.4) (0.8) Deferred rate change — 0.4 0.9 Section 162(m) (1.4) (1.9) (9.4) Foreign withholding taxes (1.3) (0.5) — Other (0.3) 1.1 0.9 Effective tax rate (2.1 %) 0.6 % 6.0 % |
Schedule of components of net deferred tax assets and liabilities | Significant components of the Company’s deferred income tax assets and liabilities were as follows: December 31, 2023 2022 (in thousands) Deferred tax assets: Accrued compensation $ 3,582 $ 3,821 Deferred revenue 15,878 12,883 Section 174 capitalization 17,947 9,540 Stock-based compensation 18,949 14,960 Federal tax credits 11,739 8,949 Foreign withholding taxes — 2,782 Net operating losses 54,052 50,794 State tax credits 2,901 2,495 Business interest limitation 9,398 10,054 Operating lease liabilities 3,607 4,347 2026 Notes 4,914 6,627 Other 2,713 3,842 Gross deferred tax assets 145,680 131,094 Valuation allowance (85,256) (63,541) Total deferred tax assets 60,424 67,553 Deferred tax liabilities: Deferred contract costs (19,087) (14,170) Operating lease right-of-use assets (2,017) (3,520) Intangibles and other (43,571) (50,578) Other (10) (300) Gross deferred tax liabilities (64,685) (68,568) Net deferred tax liabilities $ (4,261) $ (1,015) The components giving rise to the net deferred tax liabilities detailed above have been included in the consolidated balance sheets as follows: December 31, 2023 2022 (in thousands) Non-current deferred tax assets (1) $ 1,691 $ 4,490 Non-current deferred tax liabilities (5,952) (5,505) Net deferred tax liabilities $ (4,261) $ (1,015) (1) Included in other assets in the consolidated balance sheets. |
Schedule of unrecognized tax benefits | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits was as follows: Years Ended December 31, 2023 2022 2021 (in thousands) Balance, January 1 $ 1,272 $ 1,003 $ 670 Additions based on tax positions related to the current year 312 230 161 Additions based on tax positions related to prior years 52 39 172 Balance, December 31 $ 1,636 $ 1,272 $ 1,003 |
Condensed financial informati_2
Condensed financial information (Parent Company only) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed balance sheet | December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ — $ — Total current assets — — Investment in subsidiaries 717,547 701,338 Total assets $ 717,547 $ 701,338 Liabilities and stockholders’ equity Current liabilities: Accrued liabilities $ — $ — Total current liabilities — — Other liabilities — — Total liabilities — — Commitments and contingencies Stockholders’ equity: Preferred stock, $0.001 par value, 50,000,000 shares authorized at December 31, 2023 and 2022; no shares issued and outstanding at December 31, 2023 and 2022 — — Common stock, $0.001 par value, 500,000,000 shares authorized at December 31, 2023 and 2022; 126,938,102 and 123,170,172 shares issued and outstanding at December 31, 2023 and 2022, respectively 126 123 Additional paid-in capital 1,162,993 1,049,875 Accumulated other comprehensive loss (26,777) (39,951) Accumulated deficit (418,795) (308,709) Total stockholders’ equity 717,547 701,338 Total liabilities and stockholders’ equity $ 717,547 $ 701,338 |
Condensed income statement | Years Ended December 31, 2023 2022 2021 Revenue $ — $ — $ — Operating expenses — — — Loss from operations — — — Other income, net — — — Loss before income tax (provision) benefit and equity in net loss of subsidiaries — — — Income tax (provision) benefit — — — Equity in net loss of subsidiaries (110,086) (141,301) (75,189) Net loss $ (110,086) $ (141,301) $ (75,189) |
Condensed statement of comprehensive loss | Years Ended December 31, 2023 2022 2021 Net loss $ (110,086) $ (141,301) $ (75,189) Other comprehensive income (loss): Subsidiaries’ other comprehensive income (loss) 13,174 (32,085) (7,866) Total other comprehensive income (loss) 13,174 (32,085) (7,866) Comprehensive loss $ (96,912) $ (173,386) $ (83,055) |
Basis of presentation and des_3
Basis of presentation and description of business - Segment and geographic information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Number of operating segment | segment | 1 | ||
Number of reportable segment | segment | 1 | ||
Total revenue | $ 560,571 | $ 478,776 | $ 366,388 |
Long-lived assets | 32,845 | 43,249 | |
The Americas | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 377,890 | 330,704 | 261,516 |
Long-lived assets | 21,489 | 28,087 | |
Europe, the Middle East, India, and Africa | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 140,224 | 113,861 | 79,918 |
Long-lived assets | 3,150 | 4,904 | |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 42,457 | 34,211 | $ 24,954 |
Long-lived assets | $ 8,206 | $ 10,258 | |
U.S. | Property, Plant and Equipment | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 65% | 65% |
Summary of significant accoun_4
Summary of significant accounting policies - Equipment and leasehold improvements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Computers | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Software | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Furniture/fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years |
Summary of significant accoun_5
Summary of significant accounting policies - Cloud computing arrangements (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Other Current Assets | |
Finite-Lived Intangible Assets [Line Items] | |
Capitalized computer cost | $ 1.9 |
Other Assets | |
Finite-Lived Intangible Assets [Line Items] | |
Capitalized computer cost | $ 10.9 |
Summary of significant accoun_6
Summary of significant accounting policies - Goodwill (Details) | 12 Months Ended | |||
Oct. 01, 2023 USD ($) | Dec. 31, 2023 USD ($) reportingUnit | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Accounting Policies [Abstract] | ||||
Number of reporting units | reportingUnit | 1 | |||
Goodwill, impairment loss | $ | $ 0 | $ 0 | $ 0 | $ 0 |
Summary of significant accoun_7
Summary of significant accounting policies - Other intangible assets, net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets, finite-lived | $ 0 | $ 0 | $ 0 |
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 2 years | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 12 years |
Summary of significant accoun_8
Summary of significant accounting policies - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 560,571 | $ 478,776 | $ 366,388 |
SaaS subscription and support and maintenance | Recurring Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 521,269 | 430,613 | 313,950 |
On‑premise subscription | Recurring Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 21,750 | 24,394 | 30,293 |
Subscription revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 543,019 | 455,007 | 344,243 |
Subscription revenue | Recurring Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 543,019 | 455,007 | 344,243 |
Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 16,325 | 19,025 | 16,122 |
Professional services | Non-recurring Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 16,325 | 19,025 | 16,122 |
Perpetual licenses | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,227 | 4,744 | 6,023 |
Perpetual licenses | Non-recurring Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,227 | 4,744 | 6,023 |
Non‑subscription revenue | Non-recurring Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 17,552 | $ 23,769 | $ 22,145 |
Minimum | Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Service performance period | 1 day | ||
Maximum | Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Service performance period | 2 days |
Summary of significant accoun_9
Summary of significant accounting policies - Contract balances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Change in Contract with Customer, Liability [Line Items] | |||
Non-current deferred revenue recognition period | 5 years | ||
Contract With Customer, Liability [Roll Forward] | |||
Balance, beginning of the period | $ 346,150 | $ 282,128 | $ 205,509 |
Acquisitions | 3,230 | 1,014 | 5,200 |
Revenue earned | (281,536) | (222,964) | (160,002) |
Deferral of revenue | 307,689 | 287,608 | 231,421 |
Other | (2,101) | (1,636) | 0 |
Balance, end of the period | $ 373,432 | $ 346,150 | $ 282,128 |
Maximum | |||
Change in Contract with Customer, Liability [Line Items] | |||
Payment terms | 60 days | ||
Minimum | |||
Change in Contract with Customer, Liability [Line Items] | |||
Payment terms | 30 days |
Summary of significant accou_10
Summary of significant accounting policies - Remaining performance obligations (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, revenue | $ 499.6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, revenue recognition (percentage) | 71% |
Remaining performance obligation, revenue recognition period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, revenue recognition period | 3 years |
Summary of significant accou_11
Summary of significant accounting policies - Deferred contract costs, Advertising, Interest (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | |||
Benefit period | 5 years | ||
Total amortization of contract costs | $ 21,500,000 | $ 16,600,000 | $ 12,500,000 |
Impairment losses | 0 | 0 | 0 |
Trade accounts receivable, net | 108,240,000 | 88,163,000 | |
Advertising costs | 26,200,000 | 22,700,000 | 17,000,000 |
Interest income from cash investments | 10,100,000 | 3,000,000 | |
Interest expense from debt financing | 3,600,000 | 3,500,000 | $ 2,500,000 |
Accounts Receivable | Credit Concentration Risk | Two Distributors | |||
Concentration Risk [Line Items] | |||
Trade accounts receivable, net | $ 32,100,000 | $ 29,300,000 | |
Concentration risk percentage | 10% | 10% | |
Accounts Receivable | Customer Concentration Risk | Two Distributors | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 30% | 33% |
Summary of significant accou_12
Summary of significant accounting policies - Strategic investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Investments [Line Items] | ||||
Purchase of investments | $ 750 | $ 3,100 | $ 0 | |
Investment at cost | $ 2,000 | $ 2,000 | ||
Convertible Notes Payable | SwiftConnect | ||||
Schedule of Investments [Line Items] | ||||
Purchase of investments | $ 2,000 |
Financial instruments fair va_3
Financial instruments fair value - Fair value of financial instruments (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | $ 151,209 | $ 132,306 |
Total contingent consideration | 6,206 | |
Accrued liabilities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total contingent consideration | 6,206 | |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 151,209 | 132,306 |
Total contingent consideration | 0 | |
Level 1 | Accrued liabilities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total contingent consideration | 0 | |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | 0 |
Total contingent consideration | 0 | |
Level 2 | Accrued liabilities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total contingent consideration | 0 | |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | 0 |
Total contingent consideration | 6,206 | |
Level 3 | Accrued liabilities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total contingent consideration | 6,206 | |
Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 151,209 | 132,306 |
Money market funds | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 151,209 | 132,306 |
Money market funds | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | $ 0 | $ 0 |
Financial instruments fair va_4
Financial instruments fair value - Changes in fair value (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance, beginning of period | $ 6,206 | $ 10,100 | $ 8,200 |
Additions | 0 | 0 | 359 |
Net loss | 0 | 694 | 6,037 |
Payments | (6,206) | (4,588) | (4,206) |
Other | 0 | 0 | (290) |
Balance, end of period | $ 0 | $ 6,206 | $ 10,100 |
Financial instruments fair va_5
Financial instruments fair value - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 17, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value, liability, recurring basis, unobservable input reconciliation, gain (loss), statement of income or comprehensive income | General and administrative | General and administrative | General and administrative | |
Convertible Senior Notes Due 2026 | Convertible Debt | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Debt, aggregate principal amount | $ 373,800,000 | $ 373,800,000 | $ 373,800,000 | |
Debt issuances costs capitalized | $ 6,800,000 | $ 9,200,000 |
Financial instruments fair va_6
Financial instruments fair value - Fair value measurements of other financial instruments (Details) - Convertible Senior Notes Due 2026 - Convertible Debt - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Net Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
2026 Notes | $ 366,999 | $ 364,505 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
2026 Notes | $ 319,283 | $ 308,504 |
Equipment and leasehold impro_3
Equipment and leasehold improvements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Equipment and leasehold improvements, gross | $ 42,501 | $ 40,848 | |
Less: accumulated depreciation | (27,317) | (21,427) | |
Equipment and leasehold improvements, net | 15,184 | 19,421 | |
Depreciation expense | 7,400 | 6,700 | $ 5,800 |
Computers | |||
Property, Plant and Equipment [Line Items] | |||
Equipment and leasehold improvements, gross | 19,494 | 18,191 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Equipment and leasehold improvements, gross | 2,352 | 2,168 | |
Furniture/fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Equipment and leasehold improvements, gross | 4,934 | 5,162 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Equipment and leasehold improvements, gross | 13,658 | 13,769 | |
Capital in progress | |||
Property, Plant and Equipment [Line Items] | |||
Equipment and leasehold improvements, gross | $ 2,063 | $ 1,558 |
Acquisitions - DataJar (Details
Acquisitions - DataJar (Details) - DataJAR £ in Millions | 12 Months Ended | |||
Jul. 13, 2023 USD ($) | Jul. 13, 2023 GBP (£) | Dec. 31, 2023 USD ($) | Jul. 13, 2023 GBP (£) | |
Acquisitions | ||||
Voting interest | 100% | 100% | ||
Aggregate purchase price | $ 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 | $ 3,700,000 | |||
Acquisition-related expenses | $ 1,500,000 | |||
Goodwill deductible for income tax purposes | $ 0 |
Acquisitions - Schedule of acqu
Acquisitions - Schedule of acquisitions (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jul. 13, 2023 | Dec. 31, 2022 | Nov. 16, 2022 | Dec. 31, 2021 | Jul. 01, 2021 | Dec. 31, 2020 |
Liabilities assumed: | |||||||
Goodwill | $ 887,121 | $ 856,925 | $ 845,734 | $ 541,480 | |||
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 | ||||||
Wandera Inc. | |||||||
Assets acquired: | |||||||
Cash and cash equivalents | $ 9,605 | ||||||
Trade accounts receivable, net | 3,882 | ||||||
Prepaid expenses | 900 | ||||||
Other current assets | 426 | ||||||
Intangible assets acquired | 102,050 | ||||||
Operating lease assets | 1,474 | ||||||
Liabilities assumed: | |||||||
Accounts payable | (788) | ||||||
Accrued liabilities | (3,464) | ||||||
Income taxes payable | (94) | ||||||
Deferred revenue | (5,200) | ||||||
Operating lease liabilities | (1,474) | ||||||
Deferred tax liability | (9,374) | ||||||
Goodwill | 310,356 | ||||||
Total purchase consideration | $ 409,275 |
Acquisitions - Acquired intangi
Acquisitions - Acquired intangible assets (Details) - USD ($) $ in Thousands | Jul. 13, 2023 | Nov. 16, 2022 | Jul. 01, 2021 |
DataJAR | |||
Acquisitions | |||
Useful Life | 5 years 6 months | ||
Gross Value | $ 9,400 | ||
DataJAR | Developed technology | |||
Acquisitions | |||
Useful Life | 5 years | ||
Gross Value | $ 4,400 | ||
DataJAR | Customer relationships | |||
Acquisitions | |||
Useful Life | 6 years | ||
Gross Value | $ 5,000 | ||
ZecOps | |||
Acquisitions | |||
Useful Life | 4 years 8 months 12 days | ||
Gross Value | $ 9,500 | ||
ZecOps | Developed technology | |||
Acquisitions | |||
Useful Life | 5 years | ||
Gross Value | $ 5,900 | ||
ZecOps | Customer relationships | |||
Acquisitions | |||
Useful Life | 5 years | ||
Gross Value | $ 2,300 | ||
ZecOps | Non-competes | |||
Acquisitions | |||
Useful Life | 3 years | ||
Gross Value | $ 1,300 | ||
Wandera Inc. | |||
Acquisitions | |||
Useful Life | 7 years 9 months 18 days | ||
Gross Value | $ 102,050 | ||
Wandera Inc. | Developed technology | |||
Acquisitions | |||
Useful Life | 6 years 6 months | ||
Gross Value | $ 60,500 | ||
Wandera Inc. | Customer relationships | |||
Acquisitions | |||
Useful Life | 11 years | ||
Gross Value | $ 35,600 | ||
Wandera Inc. | Order backlog | |||
Acquisitions | |||
Useful Life | 2 years 6 months | ||
Gross Value | $ 3,800 | ||
Wandera Inc. | Non-competes | |||
Acquisitions | |||
Useful Life | 2 years 6 months | ||
Gross Value | $ 1,750 | ||
Wandera Inc. | Trademarks | |||
Acquisitions | |||
Useful Life | 3 years | ||
Gross Value | $ 400 |
Acquisitions - ZecOps (Details)
Acquisitions - ZecOps (Details) - ZecOps - USD ($) | 12 Months Ended | |
Nov. 16, 2022 | Dec. 31, 2022 | |
Acquisitions | ||
Voting interest | 100% | |
Aggregate purchase price | $ 44,500,000 | |
Payments to acquire businesses, gross | 28,400,000 | |
Equity consideration | 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 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 shares) | 711,111 | |
Equity consideration value | $ 19,200,000 | |
Business acquisition, share price (in dollars per share) | $ 27 | |
Acquisition-related expenses | $ 2,400,000 | |
Goodwill deductible for income tax purposes | $ 0 | |
Weighted-average economic life of intangible assets acquired | 4 years 8 months 12 days | |
Equity Consideration, Issued To Equityholders | ||
Acquisitions | ||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | 710,691 | |
Equity Consideration, Issued To Reserve Account | ||
Acquisitions | ||
Number of shares issued in reserve account | 420 |
Acquisitions - Other (Details)
Acquisitions - Other (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 USD ($) acquistion | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Acquisitions | |||||
Goodwill | $ 856,925,000 | $ 887,121,000 | $ 845,734,000 | $ 541,480,000 | |
Series of Individually Immaterial Business Acquisitions | |||||
Acquisitions | |||||
Number of businesses acquired | acquistion | 2 | ||||
Payments to acquire businesses, gross | $ 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 | |||||
Acquisitions | |||||
Estimated fair value of the acquired finite lived intangibles | $ 900,000 | ||||
Weighted-average economic life of intangible assets acquired | 5 years |
Acquisitions - Wandera (Details
Acquisitions - Wandera (Details) - USD ($) | 2 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Dec. 15, 2021 | Oct. 01, 2021 | Jul. 01, 2021 | Dec. 15, 2021 | Dec. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Acquisitions | |||||||||
Restricted cash included in other current assets | $ 0 | $ 0 | $ 3,633,000 | $ 383,000 | |||||
Wandera Inc. | |||||||||
Acquisitions | |||||||||
Voting interest | 100% | ||||||||
Payments to acquire businesses, gross | $ 25,000,000 | $ 25,000,000 | $ 359,300,000 | $ 50,000,000 | $ 409,300,000 | ||||
Restricted cash included in other current assets | $ 700,000 | ||||||||
Goodwill deductible for income tax purposes | $ 0 | ||||||||
Weighted-average economic life of intangible assets acquired | 7 years 9 months 18 days | ||||||||
Revenues | 10,600,000 | ||||||||
Business combination, pro forma information, loss of acquiree since acquisition date, actual | $ 11,300,000 | ||||||||
Acquisition-related expenses | $ 6,252,000 |
Acquisitions - Related costs (D
Acquisitions - Related costs (Details) - Wandera Inc. $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Acquisition-related costs | $ 6,252 |
Cost of revenue | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Acquisition-related costs | 88 |
Sales and marketing | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Acquisition-related costs | 180 |
Research and development | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Acquisition-related costs | 1,088 |
General and administrative | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Acquisition-related costs | $ 4,896 |
Acquisitions - Schedule of wand
Acquisitions - Schedule of wandera acquisitions (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 01, 2021 | Dec. 31, 2020 |
Acquisitions | |||||
Goodwill | $ 887,121 | $ 856,925 | $ 845,734 | $ 541,480 | |
Wandera Inc. | |||||
Acquisitions | |||||
Cash and cash equivalents | $ 9,605 | ||||
Trade accounts receivable, net | 3,882 | ||||
Prepaid expenses | 900 | ||||
Other current assets | 426 | ||||
Equipment and leasehold improvements, net | 58 | ||||
Intangible assets acquired | 102,050 | ||||
Operating lease assets | 1,474 | ||||
Deferred tax asset | 918 | ||||
Accounts payable | (788) | ||||
Accrued liabilities | (3,464) | ||||
Income taxes payable | (94) | ||||
Deferred revenue | (5,200) | ||||
Operating lease liabilities | (1,474) | ||||
Deferred tax liability | (9,374) | ||||
Goodwill | 310,356 | ||||
Total purchase consideration | $ 409,275 |
Acquisitions - Pro forma inform
Acquisitions - Pro forma information (Details) - Wandera Inc. $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Acquisitions | |
Revenue | $ 377,996 |
Net loss | $ (83,383) |
Acquisitions - cmdReporter (Det
Acquisitions - cmdReporter (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Feb. 26, 2021 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Acquisitions | ||||||
Goodwill | $ 887,121 | $ 856,925 | $ 845,734 | $ 541,480 | ||
cmdReporter | ||||||
Acquisitions | ||||||
Consideration transferred | $ 3,400 | |||||
Payments to acquire businesses, gross | 3,000 | |||||
Contingent consideration, liability | 400 | |||||
Indefinite-lived intangible assets | 400 | |||||
Goodwill | 400 | |||||
cmdReporter | Developed technology | ||||||
Acquisitions | ||||||
Developed technology | $ 2,600 | |||||
Weighted-average economic life of intangible assets acquired | 5 years | 5 years |
Acquisitions - Digita (Details)
Acquisitions - Digita (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Acquisitions | ||||
Cash payment for contingent consideration | $ 206 | $ 4,588 | $ 4,206 | |
Digita Security LLC | ||||
Acquisitions | ||||
Contingent consideration, liability | $ 9,000 | |||
Maximum contingent consideration | $ 15,000 | |||
Cash payment for contingent consideration | $ 6,200 | $ 4,600 | $ 4,200 |
Goodwill and other intangible_3
Goodwill and other intangible assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | $ 856,925 | $ 845,734 | $ 541,480 |
Goodwill acquired | 17,550 | 38,133 | 311,203 |
Measurement period adjustments | 339 | 0 | (477) |
Foreign currency translation adjustment | 12,307 | (26,942) | (6,472) |
Goodwill, end of period | $ 887,121 | $ 856,925 | $ 845,734 |
Goodwill and other intangible_4
Goodwill and other intangible assets - Intangible assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 383,554 | $ 418,554 |
Accumulated Amortization | 188,328 | 189,783 |
Foreign Currency Translation | (7,335) | (10,027) |
Net Carrying Value | $ 187,891 | 218,744 |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 2 years | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 12 years | |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 34,700 | 34,700 |
Accumulated Amortization | 26,630 | 22,209 |
Foreign Currency Translation | (35) | (42) |
Net Carrying Value | $ 8,035 | $ 12,449 |
Weighted‑ Average Remaining Useful Life | 1 year 9 months 18 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 Carrying Value | $ 257,308 | $ 252,308 |
Accumulated Amortization | 119,396 | 97,113 |
Foreign Currency Translation | (1,781) | (2,509) |
Net Carrying Value | $ 136,131 | $ 152,686 |
Weighted‑ Average Remaining Useful Life | 6 years 2 months 12 days | 7 years 2 months 12 days |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 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 Carrying Value | $ 84,647 | $ 124,647 |
Accumulated Amortization | 36,235 | 67,063 |
Foreign Currency Translation | (5,148) | (7,076) |
Net Carrying Value | $ 43,264 | $ 50,508 |
Weighted‑ Average Remaining Useful Life | 3 years 10 months 24 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 Carrying Value | $ 3,099 | $ 3,099 |
Accumulated Amortization | 2,267 | 1,118 |
Foreign Currency Translation | (172) | (183) |
Net Carrying Value | $ 660 | $ 1,798 |
Weighted‑ Average Remaining Useful Life | 1 year 9 months 18 days | 2 years 3 months 18 days |
Non-competes | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 2 years 6 months | 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 Carrying Value | $ 3,800 | $ 3,800 |
Accumulated Amortization | 3,800 | 2,280 |
Foreign Currency Translation | (199) | (217) |
Net Carrying Value | $ (199) | $ 1,303 |
Weighted‑ Average Remaining Useful Life | 0 years | 1 year |
Goodwill and other intangible_5
Goodwill and other intangible assets - Narrative (Details) - USD ($) | 12 Months Ended | |||
Oct. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 42,900,000 | $ 48,200,000 | $ 41,300,000 | |
Goodwill, impairment loss | $ 0 | 0 | 0 | 0 |
Impairment of intangible assets | $ 0 | $ 0 | $ 0 |
Goodwill and other intangible_6
Goodwill and other intangible assets - Future amortization expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 38,391 | |
2025 | 37,590 | |
2026 | 32,893 | |
2027 | 31,516 | |
2028 | 21,523 | |
Thereafter | 25,978 | |
Net Carrying Value | $ 187,891 | $ 218,744 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Lessee, operating lease, renewal term (up to) | 10 years | 10 years | ||
Lessee, finance lease, term of contract | 4 years | 4 years | ||
Operating lease, weighted average remaining lease term | 4 years 7 months 6 days | 4 years 7 months 6 days | 5 years 2 months 12 days | |
Operating lease, weighted average discount rate, percent | 4.20% | 4.20% | 3.90% | |
Impairment of lease right-of-use assets | $ 1,100 | $ 1,077 | $ 0 | $ 0 |
Operating lease cost | 6,932 | 6,882 | 5,935 | |
Operating lease, payments | 7,600 | 6,400 | 5,900 | |
Related Party | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease cost | $ 1,100 | $ 1,100 | $ 1,100 | |
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee, operating lease, term of contract | 1 year | 1 year | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee, operating lease, term of contract | 9 years | 9 years |
Leases - Supplemental balance s
Leases - Supplemental balance sheet information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Operating lease assets | $ 17,661 | $ 23,828 |
Operating lease, right-of-use asset, statement of financial position | Other assets | Other assets |
Liabilities | ||
Operating lease liabilities - current | $ 5,766 | $ 6,539 |
Operating lease liabilities - non-current | 16,320 | 21,895 |
Total operating lease liabilities | $ 22,086 | $ 28,434 |
Operating lease, liability, current, statement of financial position | Accrued liabilities | Accrued liabilities |
Operating lease, liability, noncurrent, statement of financial position | Other liabilities | Other liabilities |
Leases - Components of lease ex
Leases - Components of lease expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 6,932 | $ 6,882 | $ 5,935 |
Short-term lease cost | 233 | 281 | 272 |
Variable lease cost | 2,609 | 2,442 | 1,943 |
Total lease expense | $ 9,774 | $ 9,605 | $ 8,150 |
Leases - Maturities of operatin
Leases - Maturities of operating lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 6,554 | |
2025 | 4,895 | |
2026 | 4,792 | |
2027 | 2,751 | |
2028 | 2,453 | |
Thereafter | 2,888 | |
Total lease payments | 24,333 | |
Less: imputed interest | 2,247 | |
Total present value of lease liabilities | $ 22,086 | $ 28,434 |
Commitments and contingencies -
Commitments and contingencies - Schedule of minimum payments under contractual agreements (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 42,017 |
2025 | 22,131 |
2026 | 1,510 |
2027 | 1,126 |
2028 | 0 |
Thereafter | 0 |
Contractual obligation for hosting services | $ 66,784 |
Commitments and contingencies_2
Commitments and contingencies - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Variable obligation | $ 17,500,000 | ||
Contract period | 3 years | ||
Damages awarded | $ 5,000,000 | ||
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 | Dec. 31, 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 (percentage) | 1.25% | 1.25% | |
Convertible Senior Notes Due 2026 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Outstanding | $ 366,999 | $ 364,505 | |
Interest rate (percentage) | 0.125% | 0.125% | 0.125% |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, shares in Millions | 12 Months Ended | |||||||
Apr. 07, 2023 | Sep. 17, 2021 USD ($) day $ / shares | Sep. 14, 2021 USD ($) $ / shares shares | Jul. 01, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 27, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Payment for purchase of capped calls | $ 36,000,000 | $ 0 | $ 0 | $ 36,030,000 | ||||
Debt issuance costs | 0 | 50,000 | 13,134,000 | |||||
Fed Funds Effective Rate Overnight Index Swap Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest margin, as a percent | 0.50% | |||||||
Adjusted Term SOFR One Month Interest Period | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest margin, as a percent | 1% | |||||||
Secured Overnight Financing Rate (SOFR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest margin, as a percent | 0.10% | |||||||
Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee, as a percent | 0.20% | |||||||
Minimum | Secured Overnight Financing Rate (SOFR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable rate, as a percent | 1.25% | |||||||
Minimum | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable rate, as a percent | 0.25% | |||||||
Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee, as a percent | 0.35% | |||||||
Maximum | Secured Overnight Financing Rate (SOFR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable rate, as a percent | 2% | |||||||
Maximum | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable rate, as a percent | 1% | |||||||
Call Option | ||||||||
Debt Instrument [Line Items] | ||||||||
Strike price (in dollars per share) | $ / shares | $ 49.99 | |||||||
Initial cap price (in dollars per share) | $ / shares | $ 71.42 | |||||||
Shares covered (in shares) | shares | 7.5 | |||||||
Payment for capped calls | $ 36,000,000 | |||||||
364-Day Facility | Line of Credit | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds to repay debt | 250,000,000 | |||||||
Debt term | 364 days | |||||||
Principal amount | $ 250,000,000 | |||||||
Convertible Debt | Convertible Senior Notes Due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, aggregate principal amount | $ 373,800,000 | $ 373,800,000 | $ 373,800,000 | |||||
Interest rate (percentage) | 0.125% | 0.125% | 0.125% | |||||
Proceeds from offering | $ 361,400,000 | |||||||
Number of trading days | day | 20 | |||||||
Number of consecutive trading days | day | 30 | |||||||
Threshold percentage of stock price | 130% | |||||||
Conversion ratio | 0.0200024 | |||||||
Conversion price (in dollars per share) | $ / shares | $ 49.99 | |||||||
Premium percentage of stock price | 40% | |||||||
Redemption price percentage | 100% | |||||||
Redemption threshold amount | $ 50,000,000 | |||||||
Fundamental change, threshold percentage | 100% | |||||||
Debt issuance costs | $ 12,400,000 | |||||||
Effective interest rate (percentage) | 0.81% | 0.81% | 0.81% | |||||
Convertible Debt | Convertible Senior Notes Due 2026 | Circumstance One | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of trading days | day | 20 | |||||||
Number of consecutive trading days | day | 30 | |||||||
Threshold percentage of stock price | 130% | |||||||
Convertible Debt | Convertible Senior Notes Due 2026 | Circumstance Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of trading days | day | 5 | |||||||
Number of consecutive trading days | day | 10 | |||||||
Threshold percentage of stock price | 98% | |||||||
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 |
Debt - Schedule of interest exp
Debt - Schedule of interest expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Amortization of issuance costs | $ 2,742 | $ 2,722 | $ 1,251 |
Convertible Debt | Convertible Senior Notes Due 2026 | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 467 | 467 | 135 |
Amortization of issuance costs | $ 2,494 | $ 2,474 | $ 711 |
Stock-based compensation - Stoc
Stock-based compensation - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 101,000 | $ 109,170 | $ 35,805 |
Cost of revenue | Subscription | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 10,229 | 8,854 | 3,755 |
Cost of revenue | Services | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 1,386 | 1,299 | 594 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 33,127 | 33,559 | 10,938 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 23,719 | 24,392 | 10,512 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 32,539 | $ 41,066 | $ 10,006 |
Stock-based compensation - Narr
Stock-based compensation - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Jun. 24, 2022 | Jul. 21, 2020 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2023 | Nov. 13, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Tax benefit related to stock-based compensation | $ 0 | $ 10,100,000 | $ 12,800,000 | |||||
Share-based compensation expense | $ 101,000,000 | $ 109,170,000 | $ 35,805,000 | |||||
Employee Stock Option, Target-Based | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares granted (in shares) | 0 | 0 | 0 | |||||
Share-based compensation expense | $ 33,000,000 | |||||||
Incremental cost | $ 0 | |||||||
Unrecognized compensation expense | $ 0 | |||||||
Total fair value, options vested in period | $ 33,000,000 | |||||||
Options exercised, intrinsic value | $ 9,276,000 | 7,900,000 | ||||||
Number of options vested (in shares) | 0 | |||||||
Share-based compensation arrangement by share-based payment award, options, exercises in period | 678,298 | 0 | ||||||
Award expiration period | 10 years | |||||||
Unvested restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 4,500,000 | $ 9,800,000 | ||||||
Incremental cost | $ 10,000,000 | |||||||
Granted (in dollars per share) | $ 19.45 | $ 27.50 | $ 32.51 | |||||
Unrecognized compensation expense, RSUs | $ 202,500,000 | |||||||
Weighted average period over which unrecognized compensation expense would be recognized | 2 years 6 months | |||||||
Fair value of RSUs vested | $ 74,000,000 | $ 60,400,000 | $ 16,200,000 | |||||
Omnibus Incentive Plan 2020 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares authorized for issuance (in shares) | 14,800,000 | 29,183,546 | ||||||
Share based compensation, number of shares reserved for issuance, period of increases | 10 years | |||||||
Share based compensation, increase in shares reserved for issuance, minimum percentage increase | 4% | |||||||
Common stock reserved for additional grants under the plan (in shares) | 13,716,641 | |||||||
Omnibus Incentive Plan 2020 | Unvested restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
Stock Option Plan 2017 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares authorized for issuance (in shares) | 8,470,000 | |||||||
Common stock reserved for additional grants under the plan (in shares) | 128,928 |
Stock-based compensation - Retu
Stock-based compensation - Return target options activity (Details) - Employee Stock Option, Target-Based - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Options (in shares) | |||
Outstanding, beginning balance (in shares) | 3,272,920 | ||
Granted (in shares) | 0 | 0 | 0 |
Exercised (in shares) | (678,298) | 0 | |
Forfeitures (in shares) | 0 | ||
Outstanding, ending balance (in shares) | 2,594,622 | 3,272,920 | |
Options, exercisable (in shares) | 2,594,622 | ||
Vested or expected to vest (in shares) | 2,594,622 | ||
Weighted- Average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ 6.75 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 7.26 | ||
Forfeitures (in dollars per share) | 0 | ||
Outstanding, ending balance (in dollars per share) | 6.61 | $ 6.75 | |
Options, exercisable (in dollars per share) | 6.61 | ||
Vested or expected to vest (in dollars per share) | $ 6.61 | ||
Weighted- Average Remaining Contractual Term (Years) | |||
Remaining term, options outstanding | 4 years 3 months 18 days | 5 years 9 months 18 days | |
Remaining term, options exercisable | 4 years 3 months 18 days | ||
Remaining term, options vested or expected to vest | 4 years 3 months 18 days | ||
Aggregate Intrinsic Value (in thousands) | |||
Options outstanding, beginning | $ 47,623 | ||
Options outstanding, ending | 29,697 | $ 47,623 | |
Options exercisable | 29,697 | ||
Options vested or expected to vest | $ 29,697 |
Stock-based compensation - Serv
Stock-based compensation - Service based options activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Stock Option, Service-Based | |||
Options (in shares) | |||
Outstanding, beginning balance (in shares) | 1,215,822 | ||
Shares granted (in shares) | 0 | 0 | 0 |
Exercised (in shares) | (166,937) | ||
Forfeitures (in shares) | 0 | ||
Outstanding, ending balance (in shares) | 1,048,885 | 1,215,822 | |
Options, exercisable (in shares) | 1,048,885 | ||
Vested or expected to vest (in shares) | 1,048,885 | ||
Weighted- Average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ 5.70 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 6.68 | ||
Forfeitures (in dollars per share) | 0 | ||
Outstanding, ending balance (in dollars per share) | 5.54 | $ 5.70 | |
Options, exercisable (in dollars per share) | 5.54 | ||
Vested or expected to vest (in dollars per share) | $ 5.54 | ||
Weighted- Average Remaining Contractual Term (Years) | |||
Remaining term, options outstanding | 3 years 2 months 12 days | 5 years 1 month 6 days | |
Remaining term, options exercisable | 3 years 2 months 12 days | ||
Remaining term, options vested or expected to vest | 3 years 2 months 12 days | ||
Aggregate Intrinsic Value (in thousands) | |||
Options outstanding, beginning | $ 18,968,000 | ||
Options outstanding, ending | 13,129,000 | $ 18,968,000 | |
Options exercisable | 13,129,000 | ||
Options vested or expected to vest | $ 13,129,000 | ||
Unrecognized compensation expense | |||
Vesting period | 4 years | ||
Award expiration period | 10 years | ||
Options exercised, intrinsic value | $ 2,192,000 | 11,200,000 | $ 54,700,000 |
Total fair value, options vested in period | 400,000 | $ 700,000 | $ 2,600,000 |
Unrecognized compensation expense | $ 0 | ||
Employee Stock Option, Service-Based | Tranche One | |||
Unrecognized compensation expense | |||
Vesting period | 1 year | ||
Percentage that vest | 25% | ||
Employee Stock Option, Service-Based | Tranche Two | |||
Unrecognized compensation expense | |||
Vesting period | 1 year | ||
Percentage that vest | 25% | ||
Employee Stock Option, Service-Based | Tranche Three | |||
Unrecognized compensation expense | |||
Vesting period | 1 year | ||
Percentage that vest | 25% | ||
Employee Stock Option, Service-Based | Tranche Four | |||
Unrecognized compensation expense | |||
Vesting period | 1 year | ||
Percentage that vest | 25% | ||
Employee Stock Option, Target-Based | |||
Options (in shares) | |||
Outstanding, beginning balance (in shares) | 3,272,920 | ||
Shares granted (in shares) | 0 | 0 | 0 |
Exercised (in shares) | (678,298) | 0 | |
Forfeitures (in shares) | 0 | ||
Outstanding, ending balance (in shares) | 2,594,622 | 3,272,920 | |
Options, exercisable (in shares) | 2,594,622 | ||
Vested or expected to vest (in shares) | 2,594,622 | ||
Weighted- Average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ 6.75 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 7.26 | ||
Forfeitures (in dollars per share) | 0 | ||
Outstanding, ending balance (in dollars per share) | 6.61 | $ 6.75 | |
Options, exercisable (in dollars per share) | 6.61 | ||
Vested or expected to vest (in dollars per share) | $ 6.61 | ||
Weighted- Average Remaining Contractual Term (Years) | |||
Remaining term, options outstanding | 4 years 3 months 18 days | 5 years 9 months 18 days | |
Remaining term, options exercisable | 4 years 3 months 18 days | ||
Remaining term, options vested or expected to vest | 4 years 3 months 18 days | ||
Aggregate Intrinsic Value (in thousands) | |||
Options outstanding, beginning | $ 47,623,000 | ||
Options outstanding, ending | 29,697,000 | $ 47,623,000 | |
Options exercisable | 29,697,000 | ||
Options vested or expected to vest | $ 29,697,000 | ||
Unrecognized compensation expense | |||
Award expiration period | 10 years | ||
Options exercised, intrinsic value | $ 9,276,000 | 7,900,000 | |
Total fair value, options vested in period | $ 33,000,000 | ||
Unrecognized compensation expense | $ 0 |
Stock-based compensation - Rest
Stock-based compensation - Restricted stock units (Details) - Unvested restricted stock units - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted stock (in units) | |||
Outstanding, beginning of period (in shares) | 8,417,357 | ||
Granted (in shares) | 5,478,078 | 413,234 | |
Vested (in shares) | (2,489,574) | ||
Forfeited (in shares) | (854,182) | ||
Outstanding, end of period (in shares) | 10,551,679 | 8,417,357 | |
Weighted-Average Grant Date Fair Value (per share) | |||
Outstanding, beginning of period (in dollars per share) | $ 29.61 | ||
Granted (in dollars per share) | 19.45 | $ 27.50 | $ 32.51 |
Vested (in dollars per share) | 29.72 | ||
Forfeited (in dollars per share) | 27.91 | ||
Outstanding, end of period (in dollars per share) | $ 24.49 | $ 29.61 |
Stock-based compensation - Long
Stock-based compensation - Long-term incentive plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 101,000 | $ 109,170 | $ 35,805 |
Unvested restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 5,478,078 | 413,234 | |
Share-based compensation expense | $ 4,500 | $ 9,800 | |
Unvested restricted stock units | Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage that vest | 50% | ||
Unvested restricted stock units | Return target options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage that vest | 50% | ||
Vesting period | 1 year |
Stock-based compensation - Empl
Stock-based compensation - Employee stock purchase plan narrative (Details) - Shares committed under the 2021 ESPP | 12 Months Ended | |||
May 25, 2021 | Dec. 31, 2023 USD ($) calendarYear $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Offering periods | 6 months | |||
Discount percentage | 15% | |||
Percentage of the fair market value of common stock | 85% | |||
Maximum employee payroll deduction percentage | 15% | |||
Aggregate value of shares purchased | $ | $ 25,000 | |||
Eligible employee compensation | $ | $ 1,000,000 | $ 1,100,000 | ||
Shares reserved for issuance (in shares) | shares | 4,697,650 | |||
Number of purchase periods | calendarYear | 10 | |||
Percentage of outstanding stock | 1% | |||
Shares authorized for issuance (in shares) | shares | 16,000,000 | |||
Shares issued (in shares) | shares | 433,121 | 295,189 | 0 | |
Weighted-average grant-date fair value (in dollars per share) | $ / shares | $ 4.63 | $ 8.28 | $ 11.97 | |
Expected dividend yield | 0% | 0% | 0% | |
Unrecognized compensation expense | $ | $ 600,000 | |||
Weighted average period over which unrecognized compensation expense would be recognized | 4 months |
Stock-based compensation - Sche
Stock-based compensation - Schedule of ESPP activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total proceeds | $ 6,077 | $ 6,840 | $ 0 |
Shares committed under the 2021 ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued (in shares) | 433,121 | 295,189 | 0 |
Weighted average price of shares purchased (in dollars per share) | $ 14.34 | $ 22.80 |
Stock-based compensation - Assu
Stock-based compensation - Assumptions (Details) - Shares committed under the 2021 ESPP | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 6 months | 6 months | 6 months |
Expected volatility | 40.31% | ||
Expected volatility minimum | 43% | 60.05% | |
Expected volatility maximum | 51.25% | 64.90% | |
Risk-free interest rate | 0.06% | ||
Risk-free interest rates minimum | 5.14% | 1.49% | |
Risk-free interest rates maximum | 5.51% | 4.58% | |
Expected dividend yield | 0% | 0% | 0% |
Net loss per share - Schedule o
Net loss per share - Schedule of computation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net loss | $ (110,086) | $ (141,301) | $ (75,189) |
Denominator: | |||
Weighted-average shares used to compute net loss per share, basic (in shares) | 124,935,620 | 120,720,972 | 118,276,462 |
Weighted-average shares used to compute net loss per share, diluted (in shares) | 124,935,620 | 120,720,972 | 118,276,462 |
Net loss per share, basic (in dollars per share) | $ (0.88) | $ (1.17) | $ (0.64) |
Net loss per share, diluted (in dollars per share) | $ (0.88) | $ (1.17) | $ (0.64) |
Net loss per share - Antidiluti
Net loss per share - Antidilutive securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive securities (in shares) | 21,910,026 | 20,575,973 | 19,806,096 |
Stock options outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive securities (in shares) | 3,643,507 | 4,488,742 | 5,330,930 |
Unvested restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive securities (in shares) | 10,551,679 | 8,417,357 | 6,890,938 |
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 | 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) | 238,943 | 193,977 | 108,331 |
Employee benefit plans (Details
Employee benefit plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
U.S. | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contribution, as a percent | 3% | ||
Contributions | $ 6.5 | $ 5.4 | $ 4.1 |
Foreign Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions | $ 3.2 | $ 2.5 | $ 1.5 |
Income taxes - Schedule of inco
Income taxes - Schedule of income before income tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (80,480) | $ (123,521) | $ (71,537) |
Foreign | (27,327) | (18,693) | (8,441) |
Loss before income tax (provision) benefit | $ (107,807) | $ (142,214) | $ (79,978) |
Income taxes - Provision (Detai
Income taxes - Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 0 | $ 6 | $ 0 |
State | (456) | (154) | (217) |
Foreign | (3,799) | (1,894) | (638) |
Total current provision | (4,255) | (2,042) | (855) |
Deferred: | |||
Federal | (130) | 268 | 487 |
State | 80 | 170 | 1,145 |
Foreign | 2,026 | 2,517 | 4,012 |
Total deferred benefit | 1,976 | 2,955 | 5,644 |
Total income tax (provision) benefit | $ (2,279) | $ 913 | $ 4,789 |
Income taxes - Rate reconciliat
Income taxes - Rate reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Statutory U.S. federal income tax rate | 21% | 21% | 21% |
State income tax benefit, net of federal tax effect | 1.20% | 2.50% | 3.10% |
Permanent differences | (0.10%) | 0.10% | 0% |
Foreign rate differential | 1% | (0.60%) | (0.50%) |
Remeasurement gain/loss | 0.70% | 0% | 0.70% |
Tax credits | 3.20% | 2% | 2.30% |
Valuation allowance | (19.80%) | (21.50%) | (24.40%) |
Stock-based compensation | (6.10%) | (1.60%) | 12.20% |
Transaction costs | (0.20%) | (0.40%) | (0.80%) |
Deferred rate change | 0% | 0.40% | 0.90% |
Section 162(m) | (1.40%) | (1.90%) | (9.40%) |
Foreign withholding taxes | (1.30%) | (0.50%) | 0% |
Other | (0.30%) | 1.10% | 0.90% |
Effective tax rate | (2.10%) | 0.60% | 6% |
Income taxes - Deferred assets
Income taxes - Deferred assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Accrued compensation | $ 3,582 | $ 3,821 |
Deferred revenue | 15,878 | 12,883 |
Section 174 capitalization | 17,947 | 9,540 |
Stock-based compensation | 18,949 | 14,960 |
Federal tax credits | 11,739 | 8,949 |
Foreign withholding taxes | 0 | 2,782 |
Net operating losses | 54,052 | 50,794 |
State tax credits | 2,901 | 2,495 |
Business interest limitation | 9,398 | 10,054 |
Operating lease liabilities | 3,607 | 4,347 |
2026 Notes | 4,914 | 6,627 |
Other | 2,713 | 3,842 |
Gross deferred tax assets | 145,680 | 131,094 |
Valuation allowance | (85,256) | (63,541) |
Total deferred tax assets | 60,424 | 67,553 |
Deferred tax liabilities: | ||
Deferred contract costs | (19,087) | (14,170) |
Operating lease right-of-use assets | (2,017) | (3,520) |
Intangibles and other | (43,571) | (50,578) |
Other | (10) | (300) |
Gross deferred tax liabilities | (64,685) | (68,568) |
Net deferred tax liabilities | (4,261) | (1,015) |
Non-current deferred tax assets | 1,691 | 4,490 |
Non-current deferred tax liabilities | $ (5,952) | $ (5,505) |
Income taxes - Carryforwards, u
Income taxes - Carryforwards, unrecognized benefits (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Line Items] | |||
Increase in valuation allowance | $ 21,700,000 | $ 32,000,000 | $ 28,500,000 |
Operating loss carryforwards foreign | 2,700,000 | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning balance | 1,272,000 | 1,003,000 | 670,000 |
Additions based on tax positions related to the current year | 312,000 | 230,000 | 161,000 |
Additions based on tax positions related to prior years | 52,000 | 39,000 | 172,000 |
Unrecognized tax benefits, ending balance | 1,636,000 | 1,272,000 | 1,003,000 |
Unrecognized tax benefits, uncertainty in income taxes | 1,800,000 | 1,400,000 | |
Income tax expense related to interest and penalties | 0 | $ 0 | $ 0 |
Domestic Tax Authority | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | 125,900,000 | ||
Operating loss carryforwards subject to expiration | 69,300,000 | ||
Operating loss carryforwards not subject to expiration | 56,600,000 | ||
Domestic Tax Authority | Research Tax Credit Carryforward | |||
Income Taxes [Line Items] | |||
Tax credit carryforward, amount | 11,000,000 | ||
Foreign Tax Authority | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | 86,700,000 | ||
Tax credit carryforward, amount | 1,400,000 | ||
Foreign Tax Authority | Research Tax Credit Carryforward | |||
Income Taxes [Line Items] | |||
Tax credit carryforward, amount | 600,000 | ||
State and Local Jurisdiction | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | 93,400,000 | ||
State and Local Jurisdiction | Research Tax Credit Carryforward | |||
Income Taxes [Line Items] | |||
Tax credit carryforward, amount | $ 4,100,000 |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Total liabilities | $ 872,105 | $ 828,204 | |
Accrued liabilities | 77,447 | 67,051 | |
Other liabilities | 21,118 | 29,114 | |
JAMF Nation Global Foundation | |||
Related Party Transaction [Line Items] | |||
Amount of pledges to JAMF Nation Global Foundation | 2,400 | 1,100 | $ 1,200 |
Related Party | JAMF Nation Global Foundation | |||
Related Party Transaction [Line Items] | |||
Total liabilities | 2,700 | $ 1,300 | |
Accrued liabilities | 1,500 | ||
Other liabilities | $ 1,200 |
Condensed financial informati_3
Condensed financial information (Parent Company only) - Condensed balance sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||||
Cash and cash equivalents | $ 250,809 | $ 231,921 | $ 177,150 | $ 194,868 |
Total current assets | 402,634 | 351,046 | ||
Total assets | 1,589,652 | 1,529,542 | ||
Current liabilities: | ||||
Accrued liabilities | 77,447 | 67,051 | ||
Total current liabilities | 422,150 | 360,968 | ||
Other liabilities | 21,118 | 29,114 | ||
Total liabilities | 872,105 | 828,204 | ||
Commitments and contingencies (Note 8) | ||||
Stockholders’ equity: | ||||
Preferred stock, $0.001 par value, 50,000,000 shares authorized at December 31, 2023 and 2022; no shares issued and outstanding at December 31, 2023 and 2022 | 0 | 0 | ||
Common stock, $0.001 par value, 500,000,000 shares authorized at December 31, 2023 and 2022; 126,938,102 and 123,170,172 shares issued and outstanding at December 31, 2023 and 2022, respectively | 126 | 123 | ||
Additional paid‑in capital | 1,162,993 | 1,049,875 | ||
Accumulated other comprehensive loss | (26,777) | (39,951) | ||
Accumulated deficit | (418,795) | (308,709) | ||
Total stockholders’ equity | 717,547 | 701,338 | $ 738,426 | $ 811,014 |
Total liabilities and stockholders’ equity | 1,589,652 | 1,529,542 | ||
Jamf Holding Corp | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Investment in subsidiaries | 717,547 | 701,338 | ||
Total assets | 717,547 | 701,338 | ||
Current liabilities: | ||||
Accrued liabilities | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Other liabilities | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Commitments and contingencies (Note 8) | ||||
Stockholders’ equity: | ||||
Preferred stock, $0.001 par value, 50,000,000 shares authorized at December 31, 2023 and 2022; no shares issued and outstanding at December 31, 2023 and 2022 | 0 | 0 | ||
Common stock, $0.001 par value, 500,000,000 shares authorized at December 31, 2023 and 2022; 126,938,102 and 123,170,172 shares issued and outstanding at December 31, 2023 and 2022, respectively | 126 | 123 | ||
Additional paid‑in capital | 1,162,993 | 1,049,875 | ||
Accumulated other comprehensive loss | (26,777) | (39,951) | ||
Accumulated deficit | (418,795) | (308,709) | ||
Total stockholders’ equity | 717,547 | 701,338 | ||
Total liabilities and stockholders’ equity | $ 717,547 | $ 701,338 |
Condensed financial informati_4
Condensed financial information (Parent Company only) - Condensed balance sheet (Additional information) (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Condensed Financial Statements, Captions [Line Items] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized ( in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares 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, shares outstanding (in shares) | 126,938,102 | 123,170,172 |
Common stock, shares issued (in shares) | 126,938,102 | 123,170,172 |
Jamf Holding Corp | ||
Condensed Financial Statements, Captions [Line Items] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized ( in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares 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, shares outstanding (in shares) | 126,938,102 | 123,170,172 |
Common stock, shares issued (in shares) | 126,938,102 | 123,170,172 |
Condensed financial informati_5
Condensed financial information (Parent Company only) - Condensed statement of operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | $ 560,571 | $ 478,776 | $ 366,388 |
Operating expenses | 549,761 | 498,423 | 352,233 |
Loss from operations | (115,249) | (138,874) | (76,202) |
Loss before income tax (provision) benefit | (107,807) | (142,214) | (79,978) |
Income tax (provision) benefit | 2,279 | (913) | (4,789) |
Net loss | (110,086) | (141,301) | (75,189) |
Jamf Holding Corp | |||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | 0 | 0 | 0 |
Operating expenses | 0 | 0 | 0 |
Loss from operations | 0 | 0 | 0 |
Other income, net | 0 | 0 | 0 |
Loss before income tax (provision) benefit | 0 | 0 | 0 |
Income tax (provision) benefit | 0 | 0 | 0 |
Equity in net loss of subsidiaries | (110,086) | (141,301) | (75,189) |
Net loss | $ (110,086) | $ (141,301) | $ (75,189) |
Condensed financial informati_6
Condensed financial information (Parent Company only) - Condensed comprehensive loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Financial Statements, Captions [Line Items] | |||
Net loss | $ (110,086) | $ (141,301) | $ (75,189) |
Other comprehensive income (loss): | |||
Subsidiaries’ other comprehensive income (loss) | 13,174 | (32,085) | (7,866) |
Total other comprehensive income (loss) | 13,174 | (32,085) | (7,866) |
Comprehensive loss | (96,912) | (173,386) | (83,055) |
Jamf Holding Corp | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net loss | (110,086) | (141,301) | (75,189) |
Other comprehensive income (loss): | |||
Subsidiaries’ other comprehensive income (loss) | 13,174 | (32,085) | (7,866) |
Total other comprehensive income (loss) | 13,174 | (32,085) | (7,866) |
Comprehensive loss | $ (96,912) | $ (173,386) | $ (83,055) |
Condensed financial informati_7
Condensed financial information (Parent Company only) - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Condensed Financial Statements, Captions [Line Items] | |
Maximum distribution | $ 20 |
Maximum distribution, as percentage of EBITDA | 20% |
JAMF Holdings, Inc. | |
Condensed Financial Statements, Captions [Line Items] | |
Minimum leverage ratio | 6 |
Subsequent events (Details)
Subsequent events (Details) - Subsequent Event - USD ($) $ in Millions | 5 Months Ended | |
Jun. 30, 2024 | Jan. 25, 2024 | |
Forecast | ||
Subsequent Event [Line Items] | ||
Workforce reduction percentage | 6% | |
Minimum | ||
Subsequent Event [Line Items] | ||
Restructuring and related cost, incurred | $ 6.6 | |
Maximum | ||
Subsequent Event [Line Items] | ||
Restructuring and related cost, incurred | $ 8.2 |