Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Datto and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Segment Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one reporting unit within a single operating segment. During 2020, 2019, and 2018, the Company did not have a material balance of long-lived assets located outside of the United States. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to revenue recognition, contract balances, contract acquisition costs, allowance for doubtful accounts, reserves for inventory obsolescence, useful lives and recoverability of long-lived assets, income taxes, stock-based compensation and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the uncertainty surrounding rapidly changing market and economic conditions from the coronavirus disease 2019, or COVID-19, pandemic. Actual results could materially differ from these estimates. Foreign Currency Translation The Company’s reporting currency is the U.S. Dollar. The functional currency of the Company's foreign subsidiaries is generally the local currency. Assets and liabilities are translated into U.S. Dollars at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenue, expenses, gains and losses are translated using average exchange rates for the period. Resulting foreign currency translation adjustments are recorded directly within accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other (income) expense, net in the accompanying consolidated statements of operations. The Company recognized other income of $3.1 million for 2020 and other expense of $0.8 million and $1.6 million for foreign currency transaction activity for 2019 and 2018, respectively. Offering Costs Offering costs of $5.9 million, consisting of legal, accounting and other fees and costs relating to the IPO, were offset against the proceeds received upon the closing of the IPO when recorded in additional paid in capital on the consolidated balance sheets. As of December 31, 2019 $1.9 million of offering costs were deferred and recorded in other assets on the consolidated balance sheet. Cash, Cash Equivalents and Restricted Cash Cash is stated at fair value. As of December 31, 2020 and 2019 the U.S. dollar value of cash and restricted cash denominated in foreign currencies was $28.1 million and $12.6 million, respectively, and these balances were comprised principally of Euro, Canadian Dollars, Australian Dollars, and British Pounds. Cash equivalents consist of short-term, highly liquid investments with an original maturity of three months or earlier. The Company did not hold any cash equivalents as of December 31, 2020 or 2019. Restricted cash primarily includes amounts held by banks as security related to lease arrangements for office space. Accounts Receivable, Net Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are presented net of an estimated allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts based upon an analysis of past credit history and the current financial condition of the Company's customers, as well as the consideration of expected trends based upon characteristics of the accounts and general economic conditions. The Company also considers other specific operational factors which may impact the Company's ability to collect past due amounts. During fiscal year 2020, the Company also considered the impact of COVID-19. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The following table summarizes the activity of the allowance for doubtful accounts (in thousands): Amount Balance as of December 31, 2017 $ 593 Provision for bad debt 2,603 Net deductions and other (1,116) Balance as of December 31, 2018 $ 2,080 Provision for bad debt 6,634 Net deductions and other (1,620) Balance as of December 31, 2019 $ 7,094 Provision for bad debt 6,217 Net deductions and other (7,826) Balance as of December 31, 2020 $ 5,485 Unbilled accounts receivable are included in the accounts receivable balances and represent revenue earned, but the amount is not contractually billable as of the balance sheet date. The unbilled accounts receivable balance is principally invoiced within the following month. As of December 31, 2020 and 2019, unbilled accounts receivable was $3.0 million, and $3.6 million, respectively. Concentrations of Business and Credit Risk As of and for the years ended December 31, 2020, 2019 and 2018, no single customer represents over 10% of the Company's revenues or accounts receivable. The Company is exposed to concentrations of credit risk primarily through it's cash balances held by financial institutions. The Company deposits its cash with multiple financial institutions and the amount on deposit at each institution typically exceeds federally insured limits. Inventory Inventory consists of components, work in progress and finished goods, and are stated at the lower of cost (first-in, first-out method) or net realizable value. Components consist of hard drives, solid state memory and chassis, which are used in assembling the Company's devices. The Company also utilizes components in the assembly of servers which are deployed in its data centers, which are capitalized when deployed in the data center as property and equipment on the Company's consolidated balance sheets. The Company assesses the valuation of inventory and adjusts the value for estimated excess and obsolete inventory based upon estimates of future demand and market conditions, as well as damaged or otherwise impaired goods. Debt Issuance Costs The Company capitalizes costs incurred to obtain debt financing if certain criteria are met . Unamortized debt issuance costs are presented as a direct reduction of the carrying value of the debt or as other assets when no debt balances are outstanding. The capitalized costs are amortized over the term of the loan agreement using the effective interest method, as a component of interest expense in the consolidated statements of operations. Contract Acquisition Costs The Company capitalizes commission expenses paid to internal sales personnel, which are incremental to obtaining customer contracts, using a portfolio approach. These contract acquisition costs are deferred and recorded in other assets on the Company's consolidated balance sheets. The Company makes judgments in determining the amount of costs to be expensed in the period, including amounts which are expensed as incurred if the period of benefit is less than one year, and amounts which are capitalized and expensed over future periods if the expected period of benefit is beyond one year. The period of benefit often extends beyond the contract term, as the Company only pays a commission on the initial contract term and not upon renewal of the contract. Contract acquisition costs are allocated to each performance obligation within the contract and amortized on a straight-line basis over the expected period of benefit of the related performance obligation. Contract acquisition cost amortization is recorded as a component of sales and marketing expense in the Company's consolidated statements of operations. The Company has determined that the expected period of benefit is five years based on an evaluation of a number of factors, including customer attrition rates, weighted average useful lives of the Company's partner relationships and developed technology intangible assets, and market factors, including the overall competitive environment and the technology life utilized by competitors. The Company periodically reviews the capitalized contract acquisition costs for impairment. As of December 31, 2020 and 2019, the Company has not identified any potential indicators of impairment. Property and Equipment, Net Property and equipment are recorded at cost and presented net of accumulated depreciation and amortization. Significant additions or improvements extending the useful life of an asset are capitalized, while repairs and maintenance costs are expensed as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the term of the lease or the useful life of the assets. Software Development Costs Internally developed software includes software developed to meet our internal needs to provide cloud-based subscription offerings to our partners and other software we develop to meet our specific operational needs. These capitalized costs for internal-use software consist of internal compensation related costs and third-party direct costs incurred during the application development stage and are amortized using the straight-line method over the useful life, which is generally two The costs to develop software that is embedded on our devices and thus marketed externally have not been capitalized as we believe our current software development process is essentially completed concurrent with the establishment of technological feasibility. As such, all related software development costs are expensed as incurred and included in research and development expense in our consolidated statements of operations. Capitalized Implementation Costs Costs to implement cloud computing arrangements that are service contracts are capitalized consistent with the accounting guidance for internal-use software. Capitalized costs include third-party and internal compensation related direct costs. During 2020, 2019 and 2018, the Company capitalized $3.1 million, $4.4 million, and $2.6 million, respectively, of costs associated with cloud computing arrangements related to the implementation and configuration of systems to manage certain financial operations, business processes and customer interactions. Capitalized costs are amortized using the straight-line method over the expected period of benefit, including periods which are reasonably expected to be renewed, as a component of cost of revenue or operating expenses, depending on the Company's utilization of the cloud computing arrangement. Capitalized costs, net of accumulated amortization, are included in prepaid expenses and other current assets and other assets based on the expected period of benefit. Costs capitalized are included as a component of net cash provided by (used in) operating activities in the consolidated statements of cash flows. Business Combinations The Company includes the results of operations of the businesses it acquires as of the respective dates of acquisition. The Company allocates the fair value of the purchase price of acquisitions to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Additional information existing as of the acquisition date but unknown to the Company may become known during the remainder of the measurement period, not to exceed months from the acquisition date, which may result in changes to the amounts and allocations recorded. Impairment of Goodwill, Intangible Assets and Other Long-Lived Assets Goodwill is evaluated for impairment on an annual basis in the fourth quarter of our fiscal year, and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The Company has elected to first assess qualitative factors to determine whether it is more likely than not the fair value of its single reporting unit is less than the carrying amount, including goodwill. If the Company determines it is more likely than not the fair value of its single reporting unit is less than the carrying amount, then the quantitative impairment test is performed. Under the quantitative impairment test, if the carrying amount of the Company's single reporting unit exceeds its fair value, the Company recognizes an impairment loss in an amount equal to the excess, although the impairment loss is limited to the total amount of goodwill. The Company evaluates events and changes in circumstances that could indicate carrying amounts of intangible assets and other long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of these assets by determining whether or not the carrying amount will be recovered through expected future undiscounted cash flows. If the total of the expected future undiscounted cash flows is less than the carrying amount of an asset, the Company records an impairment loss for the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company did not recognize any impairment losses on its goodwill, intangible assets or other long-lived assets during 2020, 2019 and 2018. Stock-Based Compensation The fair value of stock-based awards is measured at the grant date and is recognized as expense, net of actual forfeitures. The Company has issued stock-based awards with a time-based vesting condition, for which stock-based compensation expense is typically recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. Prior to its IPO, the Company had issued certain awards which contained both a time-based and a performance-based vesting condition, which was the closing of an IPO ("IPO Contingent Options"). Since the closing on an IPO is not deemed probable until consummated, stock-based compensation expense for the IPO Contingent Options commenced during the fourth quarter of 2020 as a result of the Company's IPO, and is recognized using the accelerated attribution method. The fair value of stock options is determined using the Black-Scholes option pricing model. The fair value of restricted stock units ("RSUs") is determined based on the closing price of the Company's common stock on the NYSE as reported on the last trading day prior to the grant date. The Black-Scholes option pricing model requires the input of several variables and subjective assumptions, including the fair value of the Company's underlying common stock prior to the Company's IPO, the risk-free interest rate, the expected term of the award, the expected stock price volatility, and expected dividends. Fair Value of the Company's Underlying Common Stock : Prior to the Company's IPO, the fair value of the Company’s shares of common stock underlying equity awards was determined by the Board of Directors ( the "Board") with input from management and contemporaneous third-party valuations, as there was no public market for the Company's common stock. The Board determined the fair value of the common stock by considering a number of objective and subjective factors including: the valuation of comparable companies, the Company’s operating and financial performance, the likelihood of achieving a liquidity event, such as an IPO or sale of the Company given prevailing market conditions, and the general and industry specific economic outlook. After the IPO, the fair value of the Company’s shares of common stock underlying equity awards is based on the closing price of the Company's common stock on the NYSE as reported on the last trading day prior to the grant date. Risk-Free Interest Rate : The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the stock option’s expected term. Expected Term of the Award : The expected term represents the period the stock-based awards are expected to be outstanding. The Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term because of the limited period of time that a public market for its common stock has been available. As a result, for stock options with only a time-based vesting condition, the Company used the simplified method to calculate the estimate of the expected term of the award. Under the simplified method, the expected term is equal to the average of the stock-based award’s weighted average vesting period and its contractual term. For the IPO Contingent Options, the Company estimated the expected term based on the date the performance condition was satisfied, which was the Company's IPO. Expected Stock Price Volatility : Since the Company does not have a significant trading history of its common stock, the expected volatility is derived from the average historical stock volatilities of several unrelated public companies within its industry that management considers to be comparable to the Company's business, over a period equivalent to the expected term of the awards. The Company intends to continue to consistently apply this process to estimate the expected volatility until sufficient historical information regarding the volatility of the share price of it's common stock becomes available. Dividend Yield : The expected dividend yield is zero as the Company has never declared or paid cash dividends and has no current plans to do so in the foreseeable future. Revenue Recognition On January 1, 2018, the Company elected to early adopt the Financial Accounting Standard Board's (“FASB”) Accounting Standard Codification ("ASC") Topic 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method. The results for the years ended December 31, 2020, 2019 and 2018 reflect the application of ASC 606. The Company recognizes revenue according to the following principles as defined in 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 the Company satisfies a performance obligation Sales tax, value-added tax and goods and services tax collected from customers and remitted to governmental authorities is not included in revenue. Subscription revenue These services represent an MSP’s right to access software hosted by the Company in the cloud, as well as supporting services such as when-and-if-available updates and technical support, and are categorized as follows: • Unified continuity and networking solutions include an array of business continuity and disaster recovery (“BCDR”) capabilities including full image-based backup, virtualization, cloud replication and restoration of a customer’s full environment, as well as SaaS application backup and restore, and networking monitoring and management. These services typically include private cloud storage, technical support and online training and are sold under a recurring revenue model. • Business management solutions integrate a broad range of mission critical business systems, including professional services automation (“PSA”), customer relationship management, service desk, contract management, scheduling, project management, billing and reporting, and remote monitoring and management (“RMM”). The Company's subscription arrangements do not provide customers with the right to take possession of the software supporting the platform and, as a result, are accounted for as service arrangements. Revenue is generally recognized ratably over the contract term, although revenue for certain subscription services are based upon monthly usage. Device revenue Device revenue represents the delivery of physical hardware and embedded software the Company offers to facilitate recurring subscription services. This includes (i) BCDR devices, which enable business continuity and disaster recovery services to be provided to the MSP, and the proprietary software that is embedded on those devices enabling intelligent backup and (ii) networking devices, which refers to the Company's collection of integrated WiFi access points, switches, routers and managed power offerings that enable MSPs to efficiently offer highly performant and reliable cloud-managed networking to their SMB customers. The Company recognizes device revenue upon delivery to the customer. The Company's contracts allow for customers to return devices within 60 days of purchase for a full-refund. Returns have historically been immaterial. Professional services and other revenue Professional services and other revenue primarily consists of implementation and consulting services, including configuration, database merging and data migration related to the Company's PSA and RMM software. The majority of the Company's professional services are billed on a time and materials basis and revenue is recognized over time as the services are performed. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of the professional services performed in relation to the total professional services expected to be performed. Contracts with multiple performance obligations Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. Contracts which contain multiple performance obligations include sales of devices and subscription services, and sales of business management solutions and implementation and consulting services. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligation. Upgrade rights Certain device sales provide the MSP with a one-time right to upgrade the equipment within three years of the initial purchase by returning their equipment in exchange for new equipment that has a higher associated monthly service price. Upon the exercise of the right, the MSP receives a full credit of the price paid for the original device towards the purchase of the new device. At December 31, 2020, 2019 and 2018, the Company has deferred revenue of $8.2 million, $11.3 million and $10.9 million, respectively, related to these upgrade rights, which is recorded within deferred revenue, current. Service warranty The Company's warranty policy requires the Company to repair or replace defective devices at no cost to the customer for a typical period of three to five years after purchase, as long as the customer maintains an active subscription for the device. The Company accounts for this policy as a service-type warranty performance obligation that is fulfilled over the same period of performance as the other subscription performance obligations and therefore recognizes the associated revenue over the same period as subscription revenue. Contract Balances The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a receivable when revenue is recognized prior to invoicing and payment will become due solely based on the passage of time, a contract asset when revenue is recognized prior to invoicing and payment is contingent upon transfer of control of another separate performance obligation, or deferred revenue when payment is received prior to the recognition of revenue. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current, and the remaining balance of deferred revenue is recorded as non-current. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 90 days from the date of invoice. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts generally do not include a significant financing component. Cost of Revenue The Company includes costs directly related to revenue as a component of cost of revenue. Personnel costs associated with cost of revenue consist of salaries, benefits, bonuses, payroll taxes and stock-based compensation expense. Subscription Subscription cost of revenue consists of costs directly related to the Company's subscription services, including personnel costs related to operating its data centers and customer support operations, hosting and data center related costs, third-party software licenses and allocated facilities and overhead costs. Device Device cost of revenue consists of hardware, manufacturing, shipping and logistics and personnel costs associated with delivering the Company's devices, as well as allocated facilities and overhead costs. Professional services and other Professional services and other cost of revenue consists primarily of personnel costs associated with delivering these services, as well as allocated facilities and overhead costs. Depreciation and amortization Cost of revenue includes depreciation of its data center infrastructure and amortization of the Company's technology acquired intangible assets. Operating expenses The Company's operating expenses consist of sales and marketing, research and development and general and administrative expenses, as well as depreciation and amortization. Personnel costs are the most significant component of operating expenses and consist of salaries, benefits, bonuses, sales commissions, payroll taxes and stock-based compensation expense, as well as the related overhead costs to support the Company's staff. Other significant components of operating expenses include events and travel, professional fees, allocated facilities and overhead costs, general marketing and promotional activities, payment processing fees and bad debt expense. Sales and marketing Sales and marketing expenses consist primarily of personnel costs and the related overhead costs to support the Company's staff, costs for events and travel, costs of general marketing and promotional activities, payment processing fees and allocated facilities and overhead costs. The Company expenses all advertising costs when incurred. The Company incurred advertising expense of $7.3 million, $11.3 million and $12.2 million during 2020, 2019 and 2018, respectively, as a component of sales and marketing expense. Research and development Research and development expenses consist primarily of personnel costs and the related overhead costs to support the Company's staff, third-party professional fees and allocated facilities and overhead costs. General and administrative General and administrative expenses consist primarily of personnel costs and the related overhead costs to support the Company's staff across the corporate functions of executive, finance, human resources, information technology, internal operations and legal, as well as third-party professional fees, bad debt expense, travel and facilities costs. Depreciation and amortization Depreciation and amortization expenses not included in cost of revenue consist of amortization of tradenames and partner relationship acquired intangible assets as well as depreciation of other property and equipment such as leasehold improvements, furniture and fixtures, and computer equipment. Leases The Company categorizes leases at their inception as either operating or capital leases. In the ordinary course of business, the Company enters into non-cancelable operating leases, principally for office space. The Company recognizes lease costs on a straight-line basis and treats lease incentives as a reduction of rent expense over the term of the agreement. The difference between cash payments and rent expense is recorded as a deferred rent liability in accrued expenses and other current liabilities and other long-term liabilities on the consolidated balance sheets. The Company has recorded assets under capital lease agreements for certain equipment. Amounts are included in property and equipment, net on the consolidated balance sheets, and are amortized over the period of the underlying lease. The present value of the minimum lease payments are included in accrued expenses and other current liabilities and other long-term liabilities on the consolidated balance sheets. See Note 9, Commitments and Contingencies, for further information. Fair Value of Financial Instruments and Fair Value Measurements The Company determines the fair value of financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Inputs: Unadjusted quoted prices for identical assets or liabilities in active markets. Level 2 Inputs: Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, and model derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs: Significant inputs into the valuation model are unobservable. The Company does not have any recurring assets or liabilities whose values are determined by Level 2 or Level 3 inputs. The recorded amounts of the Company's cash, accounts receivable, inventory, other assets, accounts payable, accrued expenses and other liabilities and deferred revenue approximate their fair values principally because of their short-term nature. Income Taxes Income tax expense includes U.S. (federal and state) and foreign income taxes. Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases, as well as net operating loss and tax credit carryforwards. Deferred tax assets represent amounts available to reduce income taxes payable in future periods. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent the Company believes they will not be realized. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including it's recent cumulative loss experience and expectations of future earnings, the carry-forward periods available for tax reporting purposes, and other relevant factors. The effects of the COVID-19 pandemic on the business make estimates of future earnings in relevant jurisdictions more challenging. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and tax rates on the date of enactment. The Company recognizes the tax benefit from an uncertain tax pos |