0001628280-22-013583 | 10-Q | XBRL Viewer

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Acquisitions - Digita (Details) - USD ($) $ in Thousands	3 Months Ended
Acquisitions - Digita (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2019
Business Acquisition [Line Items]
Cash payment for contingent consideration	$ 4,588		$ 0
Digita
Business Acquisition [Line Items]
Maximum contingent consideration				$ 15,000
Cash payment for contingent consideration	$ 4,600	$ 4,200
Additional milestone payment period	30 days

Summary of significant accounting policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Allowance for Credit Losses for Trade Accounts Receivable

Activity related to our allowance for credit losses for trade accounts receivable was as follows:


	Three Months Ended March 31,
	2022		2021
	(in thousands)
Balance, beginning of period	$	391	$	530
Provision	122		156
Write-offs	(27)		(127)
Recoveries of amounts previously written off	6		44
Balance, end of period	$	492	$	603

Disaggregation of Revenue

Revenue from subscription and non-subscription contractual arrangements were as follows:


	Three Months Ended March 31,
	2022		2021
	(in thousands)
SaaS subscription and support and maintenance	$	96,350	$	66,776
On‑premise subscription	5,851		7,706
Subscription revenue	102,201		74,482
Professional services	3,944		4,003
Perpetual licenses	2,113		2,242
Non‑subscription revenue	6,057		6,245
Total revenue	$	108,258	$	80,727

Contract with Customer Asset and Liability

The opening and closing balances of contract assets were as follows:


	Three Months Ended March 31,
	2022		2021
	(in thousands)
Balance, beginning of the period	$	1,792	$	947
Balance, end of the period	1,885		1,186
Change	$	93	$	239

Changes in contract liabilities, including revenue earned during the period from the beginning contract liability balance and new deferrals of revenue during the period, were as follows:


	Three Months Ended March 31,
	2022		2021
	(in thousands)
Balance, beginning of the period	$	282,128	$	205,509
Revenue earned	(85,337)		(60,633)
Deferral of revenue	95,708		76,703
Balance, end of the period	$	292,499	$	221,579

Financial instruments fair value - Fair Value Measurements of Other Financial Instruments (Details) - 2026 Notes - Convertible Debt - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Net Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of debt	$ 362,648	$ 362,031
Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of debt	$ 371,044	$ 398,044

Share-based compensation - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Target-based stock options
Options
Outstanding, beginning of period (in shares)	3,687,664
Granted (in shares)	0
Exercised (in shares)	0
Forfeitures (in shares)	0
Outstanding, end of period (in shares)	3,687,664	3,687,664
Options exercisable (in shares)	0
Vested or expected to vest (in shares)	0
Weighted‑ Average Exercise Price
Outstanding, beginning of period (in dollars per share)	$ 6.75
Granted (in dollars per share)	0
Exercised (in dollars per share)	0
Forfeitures (in dollars per share)	0
Outstanding, end of period (in dollars per share)	6.75	$ 6.75
Options exercisable (in dollars per share)	0
Vested or expected to vest (in dollars per share)	$ 0
Weighted‑ Average Remaining Contractual Term (Years)
Remaining term, options outstanding	6 years 6 months	6 years 9 months 18 days
Aggregate Intrinsic Value (in thousands)
Outstanding	$ 103,477	$ 115,278
Exercised	0
Options exercisable	0
Vested or expected to vest	$ 0
Service-based stock option
Options
Outstanding, beginning of period (in shares)	1,643,266
Granted (in shares)	0
Exercised (in shares)	(211,200)
Forfeitures (in shares)	0
Outstanding, end of period (in shares)	1,432,066	1,643,266
Options exercisable (in shares)	1,270,476
Vested or expected to vest (in shares)	1,432,066
Weighted‑ Average Exercise Price
Outstanding, beginning of period (in dollars per share)	$ 5.68
Granted (in dollars per share)	0
Exercised (in dollars per share)	5.67
Forfeitures (in dollars per share)	0
Outstanding, end of period (in dollars per share)	5.68	$ 5.68
Options exercisable (in dollars per share)	5.50
Vested or expected to vest (in dollars per share)	$ 5.68
Weighted‑ Average Remaining Contractual Term (Years)
Remaining term, options outstanding	5 years 9 months 18 days	6 years 1 month 6 days
Remaining term, options exercisable	5 years 8 months 12 days
Remaining term, options vested or expected to vest	5 years 9 months 18 days
Aggregate Intrinsic Value (in thousands)
Outstanding	$ 41,716	$ 53,129
Exercised	6,725
Options exercisable	37,244
Vested or expected to vest	$ 41,716

Summary of significant accounting policies - Remaining Performance Obligations (Details) $ in Millions	Mar. 31, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 343.9
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percent	72.00%
Remaining performance obligation, period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, period	3 years

Acquisitions - Schedule of Acquisitions (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Jul. 01, 2021	Mar. 31, 2021	Dec. 31, 2020
Liabilities assumed:
Goodwill	$ 841,984	$ 845,734		$ 541,850	$ 541,480
Wandera Inc.
Assets acquired:
Cash and cash equivalents			$ 9,605
Trade accounts receivable, net			3,882
Prepaid expenses			900
Other current assets			426
Equipment and leasehold improvements, net			58
Intangible assets acquired			102,050
Operating lease assets			1,474
Deferred tax asset			918
Liabilities assumed:
Accounts payable			(788)
Accrued liabilities			(3,464)
Income taxes payable			(94)
Deferred revenue			(5,200)
Operating lease liabilities			(1,474)
Deferred tax liability			(9,374)
Goodwill			310,356
Total purchase consideration			$ 409,275

Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt

Convertible Senior Notes

On September 17, 2021, the Company issued $373.8 million aggregate principal amount of 0.125% 2026 Notes in a private offering. As of March 31, 2022, the conditions allowing holders of the 2026 Notes to convert were not met.

The following table sets forth the interest expense related to the 2026 Notes for the three months ended March 31, 2022 (in thousands):


Contractual interest expense	$	117
Amortization of issuance costs	617

The effective interest rate on the 2026 Notes was 0.81% for the three months ended March 31, 2022. See Note 3 for additional information on the Company’s 2026 Notes.

Credit Agreement

The 2020 Credit Agreement provides for the 2020 Revolving Credit Facility of $150.0 million, which may be increased or decreased under specific circumstances, with a $25.0 million letter of credit sublimit and a $50.0 million alternative currency sublimit. In addition, the 2020 Credit Agreement provides for the ability of the Company to request incremental term loan facilities, in a minimum amount of $5.0 million for each facility. The maturity date of the 2020 Credit Agreement is July 27, 2025. The 2020 Credit Agreement contains customary representations and warranties, affirmative covenants, reporting obligations, negative covenants, and events of default. We were in compliance with such covenants as of both March 31, 2022 and December 31, 2021. As of both March 31, 2022 and December 31, 2021, we had $1.0 million of letters of credit outstanding under our 2020 Revolving Credit Facility.

As of March 31, 2022 and December 31, 2021, debt issuance costs related to the 2020 Credit Agreement of $0.8 million and $0.9 million, respectively, are included in other assets in the condensed consolidated balance sheets.

In connection with the closing of the Wandera acquisition on July 1, 2021, the Company entered into the Credit Agreement Amendment, which amended the Company’s existing 2020 Credit Agreement. The Credit Agreement Amendment provided for a new 364-day term loan facility in an aggregate principal amount of $250.0 million on substantially the same terms and conditions as the Company’s existing 2020 Revolving Credit Facility. The Company repaid the principal amount of the 2021 Term Loan Facility on September 23, 2021 with proceeds from the issuance and sale of the 2026 Notes.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Income taxes	3 Months Ended
Income taxes	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income taxes	Income taxesThe Company’s effective tax rates for the three months ended March 31, 2022 and 2021 were (1.0)% and (2.8)%, respectively. The effective tax rate for the three months ended March 31, 2022 differs from the statutory rate primarily as a result of valuation allowances. The effective tax rate for the three months ended March 31, 2022 was impacted by $0.6 million of discrete income tax expense. The Company’s annual effective tax rates for the three months ended March 31, 2022 and 2021 were 1.3% and (1.6)%, respectively.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Net loss per share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net loss per share

The following table sets forth the computation of basic and diluted net loss per share:


	Three Months Ended March 31,
	2022		2021
	(in thousands, except share and per share amounts)
Numerator:
Net loss	$	(25,629)	$	(4,589)
Denominator:
Weighted-average shares used to compute net loss per share, basic and diluted	119,594,341		117,386,322
Basic and diluted net loss per share	$	(0.21)	$	(0.04)

Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Because we have reported a net loss for the three months ended March 31, 2022 and 2021, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share because the potentially dilutive shares would have been antidilutive if included in the calculation.

The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported:


	Three Months Ended March 31,
	2022	2021
Stock options outstanding	5,119,730	6,521,067
Unvested restricted stock units	8,219,810	1,374,401
Shares related to the 2026 Notes	7,475,897	—
Shares committed under the 2021 ESPP	117,705	—
Total potentially dilutive securities	20,933,142	7,895,468

Summary of significant accounting policies - Contract Liability (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Contract With Customer, Liability [Roll Forward]
Balance, beginning of the period	$ 282,128	$ 205,509
Revenue earned	(85,337)	(60,633)
Deferral of revenue	95,708	76,703
Balance, end of the period	$ 292,499	$ 221,579

Leases - (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Supplemental Balance Sheet Information

Supplemental balance sheet information related to the Company’s operating leases is as follows:


Leases	Balance Sheet Classification	March 31, 2022		December 31, 2021
		(in thousands)
Assets
Operating lease assets	Other assets	$	28,603	$	21,600

Liabilities
Operating lease liabilities - current	Accrued liabilities	$	5,859	$	5,251
Operating lease liabilities - non-current	Other liabilities	26,380		20,086
Total operating lease liabilities		$	32,239	$	25,337

Schedule of Operating Lease Liability

Maturities of the Company’s operating lease liabilities as of March 31, 2022 were as follows:


	Operating Leases
	(in thousands)
Years ending December 31:
2022 (remaining nine months)	$	4,963
2023	7,540
2024	6,495
2025	4,825
2026	4,831
Thereafter	7,169
Total lease payments	35,823
Less: imputed interest	3,584
Total present value of lease liabilities	$	32,239

Share-based compensation - Restricted Stock Units (Details) - Unvested restricted stock units - $ / shares	3 Months Ended
	Mar. 31, 2022	Sep. 30, 2021
Units
Outstanding, beginning of period (in shares)	6,890,938
Granted (in shares)	1,516,117	413,234
Vested (in shares)	(22,191)
Forfeited (in shares)	(165,054)
Outstanding, end of period (in shares)	8,219,810
Weighted-Average Grant Date Fair Value (per share)
Outstanding, beginning of period (in dollars per share)	$ 31.59
Granted (in dollars per share)	31.60
Vested (in dollars per share)	37.37
Forfeited (in dollars per share)	31.17
Outstanding, end of period (in dollars per share)	$ 31.58

Summary of significant accounting policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 108,258	$ 80,727
Subscription
Disaggregation of Revenue [Line Items]
Total revenue	102,201	74,482
Subscription \| Subscription revenue
Disaggregation of Revenue [Line Items]
Total revenue	102,201	74,482
SaaS subscription and support and maintenance \| Subscription revenue
Disaggregation of Revenue [Line Items]
Total revenue	96,350	66,776
On‑premise subscription \| Subscription revenue
Disaggregation of Revenue [Line Items]
Total revenue	5,851	7,706
Non‑subscription revenue \| Non‑subscription revenue
Disaggregation of Revenue [Line Items]
Total revenue	6,057	6,245
Professional services
Disaggregation of Revenue [Line Items]
Total revenue	3,944	4,003
Professional services \| Non‑subscription revenue
Disaggregation of Revenue [Line Items]
Total revenue	3,944	4,003
Perpetual licenses
Disaggregation of Revenue [Line Items]
Total revenue	2,113	2,242
Perpetual licenses \| Non‑subscription revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 2,113	$ 2,242

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Allowance	$ 492	$ 391
Stockholders’ equity:
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock authorized (in shares)	50,000,000	50,000,000
Preferred stock issued (in shares)	0	0
Preferred stock outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock issued (in shares)	119,659,455	119,426,064
Common stock outstanding (in shares)	119,659,455	119,426,064

Goodwill and other intangible assets - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 404,715	$ 405,920
Accumulated Amortization	153,643	141,727
Net Carrying Value	251,072	264,193
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Value		406,320
Net Carrying Value	251,072	264,593
IPR&D
Indefinite-lived Intangible Assets [Line Items]
Indefinite-Lived Intangible Assets		400
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Value	34,680	34,690
Accumulated Amortization	18,891	17,788
Net Carrying Value	$ 15,789	$ 16,902
Weighted‑ Average Remaining Useful Life	3 years 7 months 6 days	3 years 9 months 18 days
Trademarks \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	3 years	3 years
Trademarks \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	8 years	8 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 248,959	$ 249,495
Accumulated Amortization	80,934	75,600
Net Carrying Value	$ 168,025	$ 173,895
Weighted‑ Average Remaining Useful Life	8 years	8 years 3 months 18 days
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	2 years	2 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	12 years	12 years
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 115,677	$ 116,193
Accumulated Amortization	52,186	47,142
Net Carrying Value	$ 63,491	$ 69,051
Weighted‑ Average Remaining Useful Life	5 years	5 years 1 month 6 days
Developed technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	5 years	5 years
Developed technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	6 years 6 months	6 years 6 months
Non-competes
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 1,711	$ 1,797
Accumulated Amortization	511	439
Net Carrying Value	$ 1,200	$ 1,358
Weighted‑ Average Remaining Useful Life	1 year 9 months 18 days	2 years
Non-competes \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	2 years	2 years
Non-competes \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	3 years	2 years 6 months
Order backlog
Finite-Lived Intangible Assets [Line Items]
Useful Life	2 years 6 months	2 years 6 months
Gross Value	$ 3,688	$ 3,745
Accumulated Amortization	1,121	758
Net Carrying Value	$ 2,567	$ 2,987
Weighted‑ Average Remaining Useful Life	1 year 9 months 18 days	2 years

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common	Additional Paid‑In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2020		116,992,472
Beginning balance at Dec. 31, 2020	$ 811,014	$ 117	$ 903,116	$ 0	$ (92,219)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)		713,423
Exercise of stock options	4,019	$ 1	4,018
Share‑based compensation	2,832		2,832
Foreign currency translation adjustments	0
Net loss	(4,589)				(4,589)
Ending balance (in shares) at Mar. 31, 2021		117,705,895
Ending balance at Mar. 31, 2021	813,276	$ 118	909,966	0	(96,808)
Beginning balance (in shares) at Dec. 31, 2021		119,426,064
Beginning balance at Dec. 31, 2021	738,426	$ 119	913,581	(7,866)	(167,408)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)		211,200
Exercise of stock options	1,197		1,197
Vesting of restricted stock units (in shares)		22,191
Share‑based compensation	16,010		16,010
Foreign currency translation adjustments	(8,083)			(8,083)
Net loss	(25,629)				(25,629)
Ending balance (in shares) at Mar. 31, 2022		119,659,455
Ending balance at Mar. 31, 2022	$ 721,921	$ 119	$ 930,788	$ (15,949)	$ (193,037)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

Goodwill and other intangible assets (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Amount of Goodwill

The change in the carrying amount of goodwill was as follows:


	Three Months Ended March 31,
	2022		2021
	(in thousands)
Goodwill, beginning of period	$	845,734	$	541,480
Goodwill acquired	3,014		370
Foreign currency translation adjustment	(6,764)		—
Goodwill, end of period	$	841,984	$	541,850

Schedule of Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill

The gross carrying amount and accumulated amortization of intangible assets other than goodwill were as follows:


	March 31, 2022
	Useful Life	Gross Value		Accumulated Amortization		Net Carrying Value		Weighted‑ Average Remaining Useful Life
	(in thousands)
Trademarks	3 - 8 years	$	34,680	$	18,891	$	15,789	3.6 years
Customer relationships	2 ‑ 12 years	248,959		80,934		168,025		8.0 years
Developed technology	5 - 6.5 years	115,677		52,186		63,491		5.0 years
Non‑competes	2 - 3 years	1,711		511		1,200		1.8 years
Order backlog	2.5 years	3,688		1,121		2,567		1.8 years
Total intangible assets		$	404,715	$	153,643	$	251,072


	December 31, 2021
	Useful Life	Gross Value		Accumulated Amortization		Net Carrying Value		Weighted‑ Average Remaining Useful Life
	(in thousands)
Trademarks	3 - 8 years	$	34,690	$	17,788	$	16,902	3.8 years
Customer relationships	2 ‑ 12 years	249,495		75,600		173,895		8.3 years
Developed technology	5 - 6.5 years	116,193		47,142		69,051		5.1 years
Non‑competes	2 - 2.5 years	1,797		439		1,358		2.0 years
Order backlog	2.5 years	3,745		758		2,987		2.0 years
Total intangible assets subject to amortization		405,920		141,727		264,193
IPR&D	Indefinite	400		—		400
Total intangible assets		$	406,320	$	141,727	$	264,593

Schedule of Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill

The gross carrying amount and accumulated amortization of intangible assets other than goodwill were as follows:


	March 31, 2022
	Useful Life	Gross Value		Accumulated Amortization		Net Carrying Value		Weighted‑ Average Remaining Useful Life
	(in thousands)
Trademarks	3 - 8 years	$	34,680	$	18,891	$	15,789	3.6 years
Customer relationships	2 ‑ 12 years	248,959		80,934		168,025		8.0 years
Developed technology	5 - 6.5 years	115,677		52,186		63,491		5.0 years
Non‑competes	2 - 3 years	1,711		511		1,200		1.8 years
Order backlog	2.5 years	3,688		1,121		2,567		1.8 years
Total intangible assets		$	404,715	$	153,643	$	251,072


	December 31, 2021
	Useful Life	Gross Value		Accumulated Amortization		Net Carrying Value		Weighted‑ Average Remaining Useful Life
	(in thousands)
Trademarks	3 - 8 years	$	34,690	$	17,788	$	16,902	3.8 years
Customer relationships	2 ‑ 12 years	249,495		75,600		173,895		8.3 years
Developed technology	5 - 6.5 years	116,193		47,142		69,051		5.1 years
Non‑competes	2 - 2.5 years	1,797		439		1,358		2.0 years
Order backlog	2.5 years	3,745		758		2,987		2.0 years
Total intangible assets subject to amortization		405,920		141,727		264,193
IPR&D	Indefinite	400		—		400
Total intangible assets		$	406,320	$	141,727	$	264,593

Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Interest Expense

The following table sets forth the interest expense related to the 2026 Notes for the three months ended March 31, 2022 (in thousands):


Contractual interest expense	$	117
Amortization of issuance costs	617

Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

Supplemental balance sheet information related to the Company’s operating leases is as follows:


Leases	Balance Sheet Classification	March 31, 2022		December 31, 2021
		(in thousands)
Assets
Operating lease assets	Other assets	$	28,603	$	21,600

Liabilities
Operating lease liabilities - current	Accrued liabilities	$	5,859	$	5,251
Operating lease liabilities - non-current	Other liabilities	26,380		20,086
Total operating lease liabilities		$	32,239	$	25,337

Maturities of the Company’s operating lease liabilities as of March 31, 2022 were as follows:


	Operating Leases
	(in thousands)
Years ending December 31:
2022 (remaining nine months)	$	4,963
2023	7,540
2024	6,495
2025	4,825
2026	4,831
Thereafter	7,169
Total lease payments	35,823
Less: imputed interest	3,584
Total present value of lease liabilities	$	32,239

Acquisitions - Acquired Intangible Assets (Details) - Wandera Inc. $ in Thousands	Jul. 01, 2021 USD ($)
Business Acquisition [Line Items]
Useful Life	7 years 9 months 18 days
Gross Value	$ 102,050
Developed technology
Business Acquisition [Line Items]
Useful Life	6 years 6 months
Gross Value	$ 60,500
Customer relationships
Business Acquisition [Line Items]
Useful Life	11 years
Gross Value	$ 35,600
Order backlog
Business Acquisition [Line Items]
Useful Life	2 years 6 months
Gross Value	$ 3,800
Non-competes
Business Acquisition [Line Items]
Useful Life	2 years 6 months
Gross Value	$ 1,750
Trademarks
Business Acquisition [Line Items]
Useful Life	3 years
Gross Value	$ 400

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 164,595	$ 177,150
Trade accounts receivable, net of allowances of $492 and $391 at March 31, 2022 and December 31, 2021, respectively	81,121	79,143
Income taxes receivable	287	608
Deferred contract costs	14,142	12,904
Prepaid expenses	19,616	17,581
Other current assets	4,318	4,212
Total current assets	284,079	291,598
Equipment and leasehold improvements, net	18,237	18,045
Goodwill	841,984	845,734
Other intangible assets, net	251,072	264,593
Deferred contract costs, non-current	31,793	29,842
Other assets	39,159	30,608
Total assets	1,466,324	1,480,420
Current liabilities:
Accounts payable	8,808	9,306
Accrued liabilities	45,558	54,022
Income taxes payable	376	167
Deferred revenues	234,389	223,031
Total current liabilities	289,131	286,526
Deferred revenues, non-current	58,110	59,097
Deferred tax liability, net	8,097	8,700
Convertible senior notes, net	362,648	362,031
Other liabilities	26,417	25,640
Total liabilities	744,403	741,994
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred stock, $0.001 par value, 50,000,000 shares authorized at March 31, 2022 and December 31, 2021; no shares issued and outstanding at March 31, 2022 and December 31, 2021	0	0
Common stock, $0.001 par value, 500,000,000 shares authorized at March 31, 2022 and December 31, 2021; 119,659,455 and 119,426,064 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	119	119
Additional paid‑in capital	930,788	913,581
Accumulated other comprehensive loss	(15,949)	(7,866)
Accumulated deficit	(193,037)	(167,408)
Total stockholders’ equity	721,921	738,426
Total liabilities and stockholders’ equity	$ 1,466,324	$ 1,480,420

Summary of significant accounting policies - Trade Receivables, net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance, beginning of period	$ 391	$ 530
Provision	122	156
Write-offs	(27)	(127)
Recoveries of amounts previously written off	6	44
Balance, end of period	$ 492	$ 603

Debt - Narrative (Details) - USD ($)	Jul. 01, 2021	Mar. 31, 2022	Dec. 31, 2021	Sep. 17, 2021
Line of Credit
Debt Instrument [Line Items]
Debt issuance costs in other assets		$ 800,000	$ 900,000
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		150,000,000
Line of Credit \| Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity		25,000,000
Debt outstanding		1,000,000	$ 1,000,000
Line of Credit \| Foreign Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity		50,000,000
Line of Credit \| Minimum \| Term Loan
Debt Instrument [Line Items]
Maximum borrowing capacity per incremental loan		$ 5,000,000
Convertible Senior Notes Due 2026 \| Convertible Debt
Debt Instrument [Line Items]
Principal amount				$ 373,800,000
Interest rate				0.125%
Effective interest rate		0.81%
364-Day Facility \| Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Debt term	364 days
Principal amount	$ 250,000,000

Summary of significant accounting policies (Policies)	3 Months Ended
Summary of significant accounting policies (Policies)	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation and principles of consolidationThe accompanying condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in accordance with GAAP and applicable rules and regulations of the SEC regarding interim financial reporting.
Principles of consolidation	All intercompany accounts and transactions have been eliminated.
Error correction	The condensed consolidated financial statements and related notes in this Quarterly Report on Form 10-Q reflect the revisions previously made for immaterial errors related to certain commissions that were incorrectly capitalized in prior periods as well as various other immaterial errors. See Exhibit 99.2 titled, “Updates to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2021”, of our Form 8-K, filed with the SEC on August 27, 2021, for more information.
Use of estimates	The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date, and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future and include, but are not limited to, revenue recognition, stock-based compensation, commissions, the fair values of assets acquired and liabilities assumed in business combinations, useful lives for finite-lived assets, recoverability of long-lived assets, the value of right-of-use assets and lease liabilities, allowance for expected credit losses, commitments and contingencies, and accounting for income taxes and related valuation allowances against deferred tax assets. Actual results could differ from those estimates.
Segment and geographic information	Our CODM is our Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources.
Trade accounts receivable, net	Trade accounts receivable, net Credit is extended to customers in the normal course of business, generally with 30-day payment terms. Trade accounts receivable are recorded at the invoiced amount, net of allowances. The allowance for credit losses is based on an expected loss model that estimates losses over the expected life of the trade accounts receivable. The Company estimates expected credit losses based on the Company’s historical loss information, current and future economic and market conditions, and ongoing review of customers’ account balances. The Company writes-off a receivable against the allowance when a determination is made that the balance is uncollectible and collection of the receivable is no longer being actively pursued. This determination is based on the delinquency of the account, the financial condition of the customer, and the Company’s collection experience.
Revenue recognition	The Company applies ASC 606 and follows a five-step model to determine the appropriate amount of revenue to be recognized in accordance with ASC 606. Disaggregation of Revenue The Company separates revenue into subscription and non-subscription categories to disaggregate those revenues that are term-based and renewable from those that are one-time in nature.If revenue is recognized in advance of the right to invoice, a contract asset is recorded in other current assets on the condensed consolidated balance sheet.Contract liabilities consist of customer billings in advance of revenue being recognized. The Company invoices its customers for subscription, support and maintenance, and services in advance.Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancellable amounts to be invoiced.Sales commissions, as well as associated payroll taxes and retirement plan contributions (together, contract costs), that are incremental to the acquisition of customer contracts are capitalized using a portfolio approach as deferred contract costs in the condensed consolidated balance sheets when the period of benefit is determined to be greater than one year.
Adoption of new accounting pronouncements	Adoption of new accounting pronouncements Business Combinations — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value in accordance with acquisition accounting. The new guidance should be applied prospectively to acquisitions occurring on or after the effective date. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not been issued. The Company early adopted the new standard on January 1, 2022. The adoption of the standard did not have any impact on the Company’s condensed consolidated financial statements. We will apply the new guidance to future acquisitions.
Financial instruments fair value	Assets and liabilities measured at fair value on a recurring basis The Company invests in money market funds with original maturities at the time of purchase of three months or less, which are measured and recorded at fair value on a recurring basis. Money market funds are valued based on quoted market prices in active markets and classified within Level 1 of the fair value hierarchy. In addition, the contingent consideration associated with the Digita and cmdReporter acquisitions are measured and recorded at fair value on a recurring basis. The estimated fair value of the contingent payments associated with the Digita acquisition is determined using a Monte Carlo simulation model, which uses Level 3 inputs, including assumptions about the probability of growth of subscription services and the related pricing of the services offered. Significant increases (decreases) in the probability of growth of subscription services as well as the related pricing of the services offered would have resulted in a higher (lower) fair value measurement. The estimated fair value of the contingent payments associated with the cmdReporter acquisition was determined using projected contract wins, which used Level 3 inputs, including assumptions about the probability of closing contracts based on their current stage in the sales process.

Financial instruments fair value

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Financial instruments fair value

Financial instruments fair valueWe report financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis in accordance with ASC 820. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.

ASC 820 also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement. The levels of the fair value hierarchy are as follows:

Level 1: Fair value is determined using an unadjusted quoted price in an active market for identical assets or liabilities.

Level 2: Fair value is estimated using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.

Level 3: Fair value is estimated using unobservable inputs that are significant to the fair value of the assets or liabilities.

Assets and liabilities measured at fair value on a recurring basis

The Company invests in money market funds with original maturities at the time of purchase of three months or less, which are measured and recorded at fair value on a recurring basis. Money market funds are valued based on quoted market prices in active markets and classified within Level 1 of the fair value hierarchy.

In addition, the contingent consideration associated with the Digita and cmdReporter acquisitions are measured and recorded at fair value on a recurring basis. The estimated fair value of the contingent payments associated with the Digita acquisition is determined using a Monte Carlo simulation model, which uses Level 3 inputs, including assumptions about the probability of growth of subscription services and the related pricing of the services offered. Significant increases (decreases) in the probability of growth of subscription services as well as the related pricing of the services offered would have resulted in a higher (lower) fair value measurement. The estimated fair value of the contingent payments associated with the cmdReporter acquisition was determined using projected contract wins, which used Level 3 inputs, including assumptions about the probability of closing contracts based on their current stage in the sales process. See Note 4 for more information.

The fair value of these financial instruments were as follows:


	March 31, 2022
	Level 1		Level 2		Level 3		Total
	(in thousands)
Cash equivalents:
Money market funds	$	126,048	$	—	$	—	$	126,048
Total cash equivalents	$	126,048	$	—	$	—	$	126,048

Contingent consideration:
Accrued liabilities	$	—	$	—	$	5,600	$	5,600
Total contingent consideration	$	—	$	—	$	5,600	$	5,600


	December 31, 2021
	Level 1		Level 2		Level 3		Total
	(in thousands)
Cash equivalents:
Money market funds	$	146,037	$	—	$	—	$	146,037
Total cash equivalents	$	146,037	$	—	$	—	$	146,037

Contingent consideration:
Accrued liabilities	$	—	$	—	$	4,588	$	4,588
Other liabilities	—		—		5,512		5,512
Total contingent consideration	$	—	$	—	$	10,100	$	10,100

The carrying value of accounts receivable and accounts payable approximate their fair value due to their short maturities and are excluded from the tables above.

The following table provides a summary of the changes in contingent consideration, which is classified as Level 3:


	Three Months Ended March 31,
	2022		2021
	(in thousands)
Balance, beginning of period	$	10,100	$	8,200
Additions	—		359
Total (gains) losses included in:
Net loss	88		300
Payments	(4,588)		—
Other	—		(60)
Balance, end of period	$	5,600	$	8,799

The change in the fair value of the contingent consideration is included in general and administrative expenses in the condensed consolidated statements of operations. The adjustment for the three months ended March 31, 2022 primarily reflected updated assumptions about the probability of growth of subscription services.

Fair value measurements of other financial instruments

The following table presents the net carrying value and estimated fair value of the 2026 Notes, which are not recorded at fair value in the condensed consolidated balance sheets:


	March 31, 2022				December 31, 2021
	Net Carrying Value		Estimated Fair Value		Net Carrying Value		Estimated Fair Value
	(in thousands)
2026 Notes	$	362,648	$	371,044	$	362,031	$	398,044

As of March 31, 2022 and December 31, 2021, the difference between the net carrying value of the 2026 Notes and the principal amount of $373.8 million represents the unamortized debt issuance costs of $11.1 million and $11.7 million, respectively. See Note 8 for more information. The estimated fair value of the 2026 Notes, which is classified as Level 2, was determined based on quoted bid prices of the 2026 Notes in an over-the-counter market on the last trading day of the reporting period.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Financial instruments fair value - Narrative (Details) - Convertible Senior Notes Due 2026 - Convertible Debt - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021	Sep. 17, 2021
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Principal amount			$ 373.8
Debt issuances costs capitalized	$ 11.1	$ 11.7

Goodwill and other intangible assets

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and other intangible assets

The change in the carrying amount of goodwill was as follows:


	Three Months Ended March 31,
	2022		2021
	(in thousands)
Goodwill, beginning of period	$	845,734	$	541,480
Goodwill acquired	3,014		370
Foreign currency translation adjustment	(6,764)		—
Goodwill, end of period	$	841,984	$	541,850

The gross carrying amount and accumulated amortization of intangible assets other than goodwill were as follows:


	March 31, 2022
	Useful Life	Gross Value		Accumulated Amortization		Net Carrying Value		Weighted‑ Average Remaining Useful Life
	(in thousands)
Trademarks	3 - 8 years	$	34,680	$	18,891	$	15,789	3.6 years
Customer relationships	2 ‑ 12 years	248,959		80,934		168,025		8.0 years
Developed technology	5 - 6.5 years	115,677		52,186		63,491		5.0 years
Non‑competes	2 - 3 years	1,711		511		1,200		1.8 years
Order backlog	2.5 years	3,688		1,121		2,567		1.8 years
Total intangible assets		$	404,715	$	153,643	$	251,072


	December 31, 2021
	Useful Life	Gross Value		Accumulated Amortization		Net Carrying Value		Weighted‑ Average Remaining Useful Life
	(in thousands)
Trademarks	3 - 8 years	$	34,690	$	17,788	$	16,902	3.8 years
Customer relationships	2 ‑ 12 years	249,495		75,600		173,895		8.3 years
Developed technology	5 - 6.5 years	116,193		47,142		69,051		5.1 years
Non‑competes	2 - 2.5 years	1,797		439		1,358		2.0 years
Order backlog	2.5 years	3,745		758		2,987		2.0 years
Total intangible assets subject to amortization		405,920		141,727		264,193
IPR&D	Indefinite	400		—		400
Total intangible assets		$	406,320	$	141,727	$	264,593

The gross value in the tables above includes a cumulative foreign currency translation adjustment of $(4.3) million and $(2.1) million as of March 31, 2022 and December 31, 2021, respectively. The accumulated amortization in the table above includes a cumulative foreign currency translation adjustment of $(0.3) million as of March 31, 2022. The cumulative foreign currency translation adjustment for accumulated amortization was not material as of December 31, 2021.

Amortization expense was $12.2 million and $8.4 million for the three months ended March 31, 2022 and 2021, respectively.

There were no impairments to goodwill during the three months ended March 31, 2022 and 2021. There were no material impairments to intangible assets during the three months ended March 31, 2022 and 2021.

Net loss per share - Antidilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities (in shares)	20,933,142	7,895,468
Stock options outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities (in shares)	5,119,730	6,521,067
Unvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities (in shares)	8,219,810	1,374,401
Shares related to the 2026 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities (in shares)	7,475,897	0
Shares committed under the 2021 ESPP
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities (in shares)	117,705	0

Goodwill and other intangible assets - Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Goodwill [Roll Forward]
Goodwill, beginning of period	$ 845,734	$ 541,480
Goodwill acquired	3,014	370
Foreign currency translation adjustment	(6,764)	0
Goodwill, end of period	$ 841,984	$ 541,850

Financial instruments fair value (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The fair value of these financial instruments were as follows:


	March 31, 2022
	Level 1		Level 2		Level 3		Total
	(in thousands)
Cash equivalents:
Money market funds	$	126,048	$	—	$	—	$	126,048
Total cash equivalents	$	126,048	$	—	$	—	$	126,048

Contingent consideration:
Accrued liabilities	$	—	$	—	$	5,600	$	5,600
Total contingent consideration	$	—	$	—	$	5,600	$	5,600


	December 31, 2021
	Level 1		Level 2		Level 3		Total
	(in thousands)
Cash equivalents:
Money market funds	$	146,037	$	—	$	—	$	146,037
Total cash equivalents	$	146,037	$	—	$	—	$	146,037

Contingent consideration:
Accrued liabilities	$	—	$	—	$	4,588	$	4,588
Other liabilities	—		—		5,512		5,512
Total contingent consideration	$	—	$	—	$	10,100	$	10,100

Schedule of Changes in Contingent Consideration

The following table provides a summary of the changes in contingent consideration, which is classified as Level 3:


	Three Months Ended March 31,
	2022		2021
	(in thousands)
Balance, beginning of period	$	10,100	$	8,200
Additions	—		359
Total (gains) losses included in:
Net loss	88		300
Payments	(4,588)		—
Other	—		(60)
Balance, end of period	$	5,600	$	8,799

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

The following table presents the net carrying value and estimated fair value of the 2026 Notes, which are not recorded at fair value in the condensed consolidated balance sheets:


	March 31, 2022				December 31, 2021
	Net Carrying Value		Estimated Fair Value		Net Carrying Value		Estimated Fair Value
	(in thousands)
2026 Notes	$	362,648	$	371,044	$	362,031	$	398,044

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net loss	$ (25,629)	$ (4,589)
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
Depreciation and amortization expense	13,893	9,784
Amortization of deferred contract costs	3,755	2,700
Amortization of debt issuance costs	679	69
Non-cash lease expense	1,291	1,267
Provision for credit losses and returns	128	159
Share‑based compensation	16,010	2,832
Deferred tax benefit	(468)	(613)
Adjustment to contingent consideration	88	300
Other	725	201
Changes in operating assets and liabilities:
Trade accounts receivable	(2,190)	(7,066)
Income tax receivable/payable	533	376
Prepaid expenses and other assets	(3,668)	(3,317)
Deferred contract costs	(6,952)	(5,065)
Accounts payable	(413)	(1,191)
Accrued liabilities	(11,250)	(7,683)
Deferred revenue	10,478	15,913
Other liabilities	0	(54)
Net cash (used in) provided by operating activities	(2,990)	4,023
Cash flows from investing activities
Acquisitions, net of cash acquired	(4,023)	(3,041)
Purchases of equipment and leasehold improvements	(1,964)	(3,290)
Proceeds from Sale of Property, Plant, and Equipment	8	12
Net cash used in investing activities	(5,979)	(6,319)
Cash flows from financing activities
Debt issuance costs	(50)	0
Cash paid for contingent consideration	(4,588)	0
Proceeds from the exercise of stock options	1,197	4,019
Net cash (used in) provided by financing activities	(3,441)	4,019
Effect of exchange rate changes on cash and cash equivalents	(145)	(401)
Net (decrease) increase in cash and cash equivalents	(12,555)	1,322
Cash and cash equivalents, beginning of period	177,150	194,868
Cash and cash equivalents, end of period	164,595	196,190
Cash paid for:
Interest	293	3
Income taxes, net of refunds	192	351
Non-cash activities:
Operating lease assets obtained in exchange for operating lease liabilities	$ 8,314	$ (19)

Commitments and contingencies	3 Months Ended
Commitments and contingencies	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Commitments and contingencies Contingencies From time to time, the Company may be subject to various claims, charges, and litigation. The Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company maintains insurance to cover certain actions and believes that resolution of such claims, charges, or litigation will not have a material impact on the Company’s financial position, results of operations, or liquidity. The Company had no liabilities for contingencies as of March 31, 2022 or December 31, 2021.

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Assets
Operating lease assets	$ 28,603	$ 21,600
Liabilities
Operating lease liabilities - current	5,859	5,251
Operating lease liabilities - non-current	26,380	20,086
Total operating lease liabilities	$ 32,239	$ 25,337
Operating lease, right-of-use asset, statement of financial position	Other assets	Other assets
Operating lease, liability, current, statement of financial position	Accrued liabilities	Accrued liabilities
Operating lease, liability, noncurrent, statement of financial position	Other liabilities	Other liabilities

Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Debt Instrument [Line Items]
Amortization of issuance costs	$ 679	$ 69
Convertible Debt \| Convertible Senior Notes Due 2026
Debt Instrument [Line Items]
Contractual interest expense	117
Amortization of issuance costs	$ 617

Share-based compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Share-based compensation

The Company’s equity incentive plans provide for granting various share-based awards to eligible employees, non-employee directors, and consultants of the Company. In addition, the Company offers an employee stock purchase plan to eligible employees.

The Company recognized stock-based compensation expense for all equity arrangements as follows:


	Three Months Ended March 31,
	2022		2021
	(in thousands)
Cost of revenue:
Subscription	$	1,955	$	324
Services	304		77
Sales and marketing	5,859		842
Research and development	3,859		778
General and administrative	4,033		811
	$	16,010	$	2,832

Equity Incentive Plans

The maximum number of shares of common stock available for issuance under the 2020 Plan was 24,256,740 shares as of January 1, 2022. As of March 31, 2022, 15,484,707 shares of common stock are reserved for additional grants under the 2020 Plan. As of March 31, 2022, 128,928 shares of common stock are reserved for additional grants under the 2017 Option Plan. All stock options previously granted by the Company were at an exercise price at or above the estimated fair market value of the Company’s common stock as of the grant date. No options were granted during the three months ended March 31, 2022.

Return Target Options

The table below summarizes return target option activity for the three months ended March 31, 2022:


	Options	Weighted‑ Average Exercise Price		Weighted‑ Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2021	3,687,664	$	6.75	6.8	$	115,278
Granted	—	—			—
Exercised	—	—			—
Forfeitures	—	—			—
Outstanding, March 31, 2022	3,687,664	$	6.75	6.5	$	103,477
Options exercisable at March 31, 2022	—	$	—	—	$	—
Vested or expected to vest at March 31, 2022	—	$	—	—	$	—

The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the optionholders had all optionholders exercised their options on the last day of the period. No return target options vested during the three months ended March 31, 2022. There was approximately $33.0 million of unrecognized compensation expense related to these return target options as of March 31, 2022.

Service-Based Options

The table below summarizes the service-based option activity for the three months ended March 31, 2022:


	Options	Weighted‑ Average Exercise Price		Weighted‑ Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2021	1,643,266	$	5.68	6.1	$	53,129
Granted	—	—			—
Exercised	(211,200)	5.67			6,725
Forfeitures	—	—			—
Outstanding, March 31, 2022	1,432,066	$	5.68	5.8	$	41,716
Options exercisable at March 31, 2022	1,270,476	$	5.50	5.7	$	37,244
Vested or expected to vest at March 31, 2022	1,432,066	$	5.68	5.8	$	41,716

The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the optionholders had all optionholders exercised their options on the last date of the period. Service-based options vest over four years with 25% vesting one year after grant and the remainder vesting ratably on a quarterly basis thereafter. The total fair value of service-based options vested during the three months ended March 31, 2022 was $0.2 million. There was $0.8 million of unrecognized compensation expense related to service-based options that is expected to be recognized over a weighted-average period of 1.4 years as of March 31, 2022. The Company issues new shares when service-based options are exercised. All service-based options outstanding under the Company’s option plans have exercise prices equal to the fair value of the Company’s stock on the grant date. All awards expire after 10 years.

Restricted Stock Units

RSU activity for the three months ended March 31, 2022 was as follows:


	Units	Weighted-Average Grant Date Fair Value (per share)
Outstanding, December 31, 2021	6,890,938	$	31.59
Granted	1,516,117	31.60
Vested	(22,191)	37.37
Forfeited	(165,054)	31.17
Outstanding, March 31, 2022	8,219,810	$	31.58

RSUs under the 2020 Plan generally vest ratably over four years. There was $224.5 million of unrecognized compensation expense related to unvested RSUs that is expected to be recognized over a weighted-average period of 3.4 years as of March 31, 2022. The total fair value of RSUs vested during the three months ended March 31, 2022 was $0.8 million.

Long-Term Incentive Plan

In the third quarter of 2021, the Company offered employees with LTIP grants the opportunity to convert those awards into RSUs under the 2020 Plan. Upon conversion, 50% of the RSUs vested immediately and the remaining 50% vest on the one year anniversary of the grant date, provided the employee remains continuously employed by the Company through the vesting date. All employees elected to convert their outstanding LTIP grants into RSUs, resulting in grants totaling 413,234 shares.

The conversion of the previously outstanding LTIP grants into RSUs resulted in the recognition of $1.6 million of stock-based compensation expense during the three months ended March 31, 2022. The expense on the unvested RSUs is recognized on a straight-line basis over the vesting period.

Employee Stock Purchase Plan

As of March 31, 2022, the Company withheld, at the employees’ request, $2.9 million of eligible employee compensation, which is included in accrued liabilities in the condensed consolidated balance sheet, for purchases of common stock under the 2021 ESPP.

As of March 31, 2022, 4,194,260 shares of common stock are reserved for future issuance under the 2021 ESPP. No shares of common stock were issued under the 2021 ESPP during the three months ended March 31, 2022. There was $0.2 million of unrecognized compensation expense related to the 2021 ESPP that is expected to be recognized over a period of one month as of March 31, 2022.

Acquisitions

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

During the first quarter of 2022, the Company completed two acquisitions to expand our products and services offerings. These acquisitions were not significant individually or in the aggregate to our condensed consolidated financial statements. The combined purchase price for these acquisitions was $4.0 million, which was paid with cash on hand. The purchase price was allocated to the assets acquired based on their estimated fair values as of the date of each acquisition. The allocation included $0.9 million to developed technology with an estimated useful life of 5.0 years and $0.1 million to other assets, with the remaining $3.0 million allocated to goodwill. The goodwill is not deductible for income tax purposes. Acquisition-related expenses were expensed as incurred and totaled $0.4 million for the three months ended March 31, 2022. These expenses were recognized as acquisition costs in general and administrative expenses in the condensed consolidated statement of operations.

Wandera

On July 1, 2021, the Company completed its acquisition of Wandera. Wandera is a leader in zero trust cloud security and access for mobile devices. As an Apple-first provider of unified cloud security, Wandera expands the Company’s security offering for the enterprise. Building on the Company’s existing capabilities, Wandera adds ZTNA, mobile threat defense, and data policy features to ensure mobile workers can simply and safely access the network resources they need while complying with organizational policies and reducing mobile charges. This acquisition uniquely positions the Company to help IT and security teams confidently protect the devices, data, and applications used by a mobile workforce, while extending the intended Apple experience through the Company’s robust and scalable Apple Enterprise Management platform.

Under the terms of the Merger Agreement, the Company acquired 100% of the voting equity interest in Wandera and paid total cash consideration of $409.3 million. The total consideration consisted of an initial payment of $359.3 million at close and deferred consideration of $50.0 million that was paid in $25.0 million increments on October 1, 2021 and December 15, 2021. The initial payment of $359.3 million included $0.7 million held back as partial security for post-closing true-up adjustments as well as indemnification claims made within one year of the acquisition date. The amount held back was released in the fourth quarter of 2021. The acquisition was initially financed with cash on hand and borrowings under the 2021 Term Loan Facility.

The Company accounted for the acquisition by applying the acquisition method of accounting for business combinations in accordance with ASC 805. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition. In accordance with GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Any residual purchase price is recorded as goodwill. The allocation of the purchase price required

management to make significant estimates in determining the fair value of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates included, but were not limited to:

•future expected cash flows from subscription contracts and acquired developed technologies;

•historical and expected customer attrition rates and anticipated growth in revenue;

•royalty rates applied to acquired developed technology platforms;

•obsolescence curves and other useful life assumptions, such as the period of time and intended use of acquired intangible assets in the Company’s product offerings;

•discount rates; and

•uncertain tax positions and tax-related valuation allowances.

The final purchase accounting allocations for the Wandera acquisition will be determined within one year from the acquisition date and depend on a number of factors, including finalization of income tax effects of the opening balance sheet. The actual fair values of Wandera’s tax assets and liabilities and resulting goodwill may differ from the adjustments set forth in this Form 10-Q. The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed and reflects measurement period adjustments as of March 31, 2022 (in thousands):


Assets acquired:
Cash and cash equivalents	$	9,605
Trade accounts receivable, net	3,882
Prepaid expenses	900
Other current assets	426
Equipment and leasehold improvements, net	58
Intangible assets acquired	102,050
Operating lease assets	1,474
Deferred tax asset	918
Liabilities assumed:
Accounts payable	(788)
Accrued liabilities	(3,464)
Income taxes payable	(94)
Deferred revenue	(5,200)
Operating lease liabilities	(1,474)
Deferred tax liability	(9,374)
Goodwill	310,356
Total purchase consideration	$	409,275

During the fourth quarter of 2021, the Company recorded measurement period adjustments including an increase to other current assets of $0.4 million and an increase to deferred tax assets of $0.1 million, resulting in a decrease to goodwill of $0.5 million. The adjustments related to new information obtained about facts and circumstances that existed as of the acquisition date. The increase to other current assets relates to UK refundable research and development tax credits.

The goodwill represents the excess of the purchase consideration over the fair value of the underlying net identifiable assets. The goodwill recognized in this acquisition is primarily attributable to expected synergies in sales opportunities across complementary products, customers, and geographies and cross-selling opportunities. The goodwill is not deductible for income tax purposes.

The estimated useful lives and fair values of the identifiable intangible assets acquired were as follows:


	Useful Life	Gross Value
		(in thousands)
Developed technology	6.5 years	$	60,500
Customer relationships	11.0 years	35,600
Order backlog	2.5 years	3,800
Non-competes	2.5 years	1,750
Trademarks	3.0 years	400
Total identifiable intangible assets		$	102,050

The weighted-average useful life of the intangible assets acquired is 7.8 years.

Developed technology represents the estimated fair value of the features underlying the Wandera products as well as the platform supporting Wandera customers. Customer relationships represent the estimated fair value of the underlying relationships with Wandera customers. Order backlog represents the estimated fair value of existing order backlog with Wandera customers. Non-competes represent the estimated fair value of non-compete agreements acquired from Wandera. Trademarks represent the estimated fair value of the Wandera brand.

cmdReporter

On February 26, 2021, the Company entered into an asset purchase agreement with cmdSecurity to acquire certain cmdSecurity assets, including cmdReporter, a suite of security and compliance tools purpose-built for macOS. The final aggregate purchase price was approximately $3.4 million, which consisted of cash consideration of $3.0 million and contingent consideration of $0.4 million. The purchase price was allocated to the assets acquired based on their estimated fair values as of the date of the acquisition. The allocation included $2.6 million to developed technology with an estimated useful life of 5.0 years and $0.4 million to IPR&D, with the remaining $0.4 million allocated to goodwill. The IPR&D was completed in the first quarter of 2022 and is amortized over its estimated useful life of 5.0 years.

Digita

In 2019, the Company recorded contingent consideration in connection with its purchase of the outstanding membership interests of Digita. The maximum contingent consideration is $15.0 million if the acquired business achieves certain revenue milestones by December 31, 2022. The acquired business achieved the minimum revenue milestones, which resulted in the Company making cash payments of $4.6 million and $4.2 million in the first quarter of 2022 and the second quarter of 2021, respectively, to the former owners of the acquired business. If the acquired business continues to achieve the revenue milestones, an additional cash payment will be made within 30 days of December 31, 2022. See Note 3 for more information on the fair value of the contingent consideration.

Goodwill and other intangible assets - Narrative (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Cumulative foreign currency translation adjustment	$ (4,300,000)		$ (2,100,000)
Accumulated amortization, cumulative foreign currency translation adjustment	(300,000)		$ 0
Amortization expense	12,200,000	$ 8,400,000
Impairment of goodwill	0	0
Impairment of intangible assets	$ 0	$ 0

Acquisitions - cmdReporter (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Feb. 26, 2021	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill		$ 841,984	$ 845,734	$ 541,850	$ 541,480
Developed technology
Business Acquisition [Line Items]
Amortization period		5 years	5 years 1 month 6 days
cmdReporter
Business Acquisition [Line Items]
Consideration transferred	$ 3,400
Purchase price of business acquisition	3,000
Contingent consideration, liability	400
IPR&D	400
Goodwill	400
Amortization period		5 years
cmdReporter \| Developed technology
Business Acquisition [Line Items]
Developed technology	$ 2,600
Weighted-average economic life of intangible assets acquired	5 years

Acquisitions (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Acquisitions

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed and reflects measurement period adjustments as of March 31, 2022 (in thousands):


Assets acquired:
Cash and cash equivalents	$	9,605
Trade accounts receivable, net	3,882
Prepaid expenses	900
Other current assets	426
Equipment and leasehold improvements, net	58
Intangible assets acquired	102,050
Operating lease assets	1,474
Deferred tax asset	918
Liabilities assumed:
Accounts payable	(788)
Accrued liabilities	(3,464)
Income taxes payable	(94)
Deferred revenue	(5,200)
Operating lease liabilities	(1,474)
Deferred tax liability	(9,374)
Goodwill	310,356
Total purchase consideration	$	409,275

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The estimated useful lives and fair values of the identifiable intangible assets acquired were as follows:


	Useful Life	Gross Value
		(in thousands)
Developed technology	6.5 years	$	60,500
Customer relationships	11.0 years	35,600
Order backlog	2.5 years	3,800
Non-competes	2.5 years	1,750
Trademarks	3.0 years	400
Total identifiable intangible assets		$	102,050

Share-based compensation - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Sep. 30, 2021	Mar. 31, 2021	Jan. 01, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 16,010		$ 2,832
Target-based stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)	0
Shares vested (in shares)	0
Unrecognized compensation expense	$ 33,000
Service-based stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)	0
Unrecognized compensation expense	$ 800
Vesting period	4 years
Total fair value, options vested in period	$ 200
Weighted average period over which unrecognized compensation expense would be recognized	1 year 4 months 24 days
Anniversary period	10 years
Service-based stock option \| Tranche one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Percentage of RSUs that vest	25.00%
Service-based stock option \| Tranche two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Percentage of RSUs that vest	25.00%
Service-based stock option \| Tranche three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Percentage of RSUs that vest	25.00%
Service-based stock option \| Tranche four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Percentage of RSUs that vest	25.00%
Unvested restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average period over which unrecognized compensation expense would be recognized	3 years 4 months 24 days
Unrecognized compensation expense	$ 224,500
Fair value of units vested	$ 800
Granted (in shares)	1,516,117	413,234
Share-based compensation expense	$ 1,600
Unvested restricted stock units \| Tranche one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of RSUs that vest		50.00%
Unvested restricted stock units \| Tranche two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		1 year
Percentage of RSUs that vest		50.00%
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 200
Weighted average period over which unrecognized compensation expense would be recognized	1 month
Eligible employee compensation	$ 2,900
Common stock reserved for future issuance (in shares)	4,194,260
Common stock issued (in shares)	0
Omnibus Incentive Plan 2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate number of shares of common stock to be issued (in shares)				24,256,740
Common stock reserved for additional grants under the plan (in shares)	15,484,707
Omnibus Incentive Plan 2020 Plan \| Unvested restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Stock Option Plan 2017 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for additional grants under the plan (in shares)	128,928
Awards granted (in shares)	0

Related-party transactions	3 Months Ended
Related-party transactions	Mar. 31, 2022
Related Party Transactions [Abstract]
Related-party transactions	Related party transactions As of March 31, 2022 and December 31, 2021, the Company accrued $0.6 million and $1.5 million, respectively, related to JNGF pledges, which are included in accrued liabilities in the condensed consolidated balance sheets. The Company may engage in transactions in the ordinary course of business with significant shareholders or other companies whose directors or officers may also serve as directors or officers for the Company. The Company carries out these transactions on customary terms. Vista is a U.S.-based investment firm that controls the funds which previously owned a majority of the Company. In 2021, Vista sold a portion of its investment in the Company such that its funds no longer owned a majority of the Company as of March 31, 2022. However, Vista is deemed a related party in accordance with ASC 850 as it continues to be a principal owner of the Company. There were no material transactions with Vista or its affiliates during the three months ended March 31, 2022 and 2021.

Basis of presentation and description of business (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) segment	Mar. 31, 2021 USD ($)
Disaggregation of Revenue [Line Items]
Number of operating segment \| segment	1
Number of reportable segment \| segment	1
Revenue	$ 108,258	$ 80,727
The Americas
Disaggregation of Revenue [Line Items]
Revenue	75,149	58,845
Europe, the Middle East, India, and Africa
Disaggregation of Revenue [Line Items]
Revenue	25,997	16,229
Asia Pacific
Disaggregation of Revenue [Line Items]
Revenue	$ 7,112	$ 5,653

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Acquisitions - Additional Information (Details)	3 Months Ended
Acquisitions - Additional Information (Details)	Mar. 31, 2022 USD ($) acquistion	Dec. 31, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Business Acquisition [Line Items]
Goodwill	$ 841,984,000	$ 845,734,000	$ 541,850,000	$ 541,480,000
Series of Individually Immaterial Business Acquisitions
Business Acquisition [Line Items]
Number of businesses acquired \| acquistion	2
Purchase price of business acquisition	$ 4,000,000
Other current assets	100,000
Goodwill	3,000,000
Goodwill deductible for income tax purposes	0
Acquisition-related expenses	400,000
Series of Individually Immaterial Business Acquisitions \| Developed technology
Business Acquisition [Line Items]
Developed technology	$ 900,000
Weighted-average economic life of intangible assets acquired	5 years

Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
2022 (remaining nine months)	$ 4,963
2023	7,540
2024	6,495
2025	4,825
2026	4,831
Thereafter	7,169
Total lease payments	35,823
Less: imputed interest	3,584
Total present value of lease liabilities	$ 32,239	$ 25,337

Related-party transactions (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Affiliated Entity \| JAMF Nation Global Foundation
Related Party Transaction [Line Items]
Accrued expenses to JAMF Nation Global Foundation	$ 0.6	$ 1.5

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Share-based compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 16,010	$ 2,832
Cost of revenues \| Subscription
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	1,955	324
Cost of revenues \| Services
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	304	77
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	5,859	842
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	3,859	778
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 4,033	$ 811

Summary of significant accounting policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of significant accounting policies

The Company’s significant accounting policies are discussed in Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes to these policies during the three months ended March 31, 2022. The following describes the impact of certain policies.

Trade accounts receivable, net

Credit is extended to customers in the normal course of business, generally with 30-day payment terms. Trade accounts receivable are recorded at the invoiced amount, net of allowances.

The allowance for credit losses is based on an expected loss model that estimates losses over the expected life of the trade accounts receivable. The Company estimates expected credit losses based on the Company’s historical loss information, current and future economic and market conditions, and ongoing review of customers’ account balances.

The Company writes-off a receivable against the allowance when a determination is made that the balance is uncollectible and collection of the receivable is no longer being actively pursued. This determination is based on the delinquency of the account, the financial condition of the customer, and the Company’s collection experience.

Activity related to our allowance for credit losses for trade accounts receivable was as follows:


	Three Months Ended March 31,
	2022		2021
	(in thousands)
Balance, beginning of period	$	391	$	530
Provision	122		156
Write-offs	(27)		(127)
Recoveries of amounts previously written off	6		44
Balance, end of period	$	492	$	603

Revenue recognition

The Company applies ASC 606 and follows a five-step model to determine the appropriate amount of revenue to be recognized in accordance with ASC 606.

Disaggregation of Revenue

The Company separates revenue into subscription and non-subscription categories to disaggregate those revenues that are term-based and renewable from those that are one-time in nature. Revenue from subscription and non-subscription contractual arrangements were as follows:


	Three Months Ended March 31,
	2022		2021
	(in thousands)
SaaS subscription and support and maintenance	$	96,350	$	66,776
On‑premise subscription	5,851		7,706
Subscription revenue	102,201		74,482
Professional services	3,944		4,003
Perpetual licenses	2,113		2,242
Non‑subscription revenue	6,057		6,245
Total revenue	$	108,258	$	80,727

Contract Balances

If revenue is recognized in advance of the right to invoice, a contract asset is recorded in other current assets on the condensed consolidated balance sheet. The opening and closing balances of contract assets were as follows:


	Three Months Ended March 31,
	2022		2021
	(in thousands)
Balance, beginning of the period	$	1,792	$	947
Balance, end of the period	1,885		1,186
Change	$	93	$	239

For the three months ended March 31, 2022 and 2021, the allowance for expected credit losses associated with contract assets was not material.

Contract liabilities consist of customer billings in advance of revenue being recognized. The Company invoices its customers for subscription, support and maintenance, and services in advance.

Changes in contract liabilities, including revenue earned during the period from the beginning contract liability balance and new deferrals of revenue during the period, were as follows:


	Three Months Ended March 31,
	2022		2021
	(in thousands)
Balance, beginning of the period	$	282,128	$	205,509
Revenue earned	(85,337)		(60,633)
Deferral of revenue	95,708		76,703
Balance, end of the period	$	292,499	$	221,579

There were no significant changes to our contract assets and liabilities during the three months ended March 31, 2022 and 2021 outside of our sales activities.

Remaining Performance Obligations

Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancellable amounts to be invoiced. As of March 31, 2022, the Company had $343.9 million of remaining performance obligations, with 72% expected to be recognized as revenue over the succeeding 12 months, and the remainder generally expected to be recognized over the three years thereafter.

Deferred Contract Costs

Sales commissions, as well as associated payroll taxes and retirement plan contributions (together, contract costs), that are incremental to the acquisition of customer contracts are capitalized using a portfolio approach as deferred contract costs in the condensed consolidated balance sheets when the period of benefit is determined to be greater than one year.

Total amortization of contract costs for the three months ended March 31, 2022 and 2021 was $3.8 million and $2.7 million, respectively.

The Company periodically reviews these deferred contract costs to determine whether events or changes in circumstances have occurred that could affect the period of benefit of these deferred contract costs. There were no impairment losses recorded during the three months ended March 31, 2022 and 2021.

Adoption of new accounting pronouncements

Business Combinations — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value in accordance with acquisition accounting. The new guidance should be applied prospectively to acquisitions occurring on or after the effective date. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not been issued. The Company early adopted the new standard on January 1, 2022. The adoption of the standard did not have any impact on the Company’s condensed consolidated financial statements. We will apply the new guidance to future acquisitions.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue:
Total revenue	$ 108,258	$ 80,727
Cost of revenue:
Amortization expense	5,218	2,777
Total cost of revenue	28,227	17,256
Gross profit	80,031	63,471
Operating expenses:
Sales and marketing	46,325	30,167
Research and development	24,802	15,626
General and administrative	25,612	16,244
Amortization expense	7,029	5,627
Total operating expenses	103,768	67,664
Loss from operations	(23,737)	(4,193)
Interest expense, net	(859)	(55)
Foreign currency transaction loss	(781)	(218)
Loss before income tax provision	(25,377)	(4,466)
Income tax provision	(252)	(123)
Net loss	$ (25,629)	$ (4,589)
Net loss per share, basic (in dollars per share)	$ (0.21)	$ (0.04)
Net loss per share, diluted (in dollars per share)	$ (0.21)	$ (0.04)
Weighted-average shares used to compute net loss per share, basic (in shares)	119,594,341	117,386,322
Weighted-average shares used to compute net loss per share, diluted (in shares)	119,594,341	117,386,322
Subscription
Revenue:
Total revenue	$ 102,201	$ 74,482
Cost of revenue:
Cost of revenue	19,902	12,014
Services
Revenue:
Total revenue	3,944	4,003
Cost of revenue:
Cost of revenue	3,107	2,465
License
Revenue:
Total revenue	$ 2,113	$ 2,242

Basis of presentation and description of business (Tables)

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Revenue by Geographic Location

Revenues by geographic region as determined based on the location where the sale originated were as follows:


	Three Months Ended March 31,
	2022		2021 (1)
	(in thousands)
The Americas (2)	$	75,149	$	58,845
Europe, the Middle East, India, and Africa	25,997		16,229
Asia Pacific	7,112		5,653
	$	108,258	$	80,727

(1) Previously reported revenues by geographic region for the three months ended March 31, 2021 have been revised to correct an immaterial error in the disclosure. There was no impact to total revenues.

(2) The vast majority of the Americas is the United States.

Summary of significant accounting policies - Contract Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Contract with Customer, Asset, Allowance for Credit Loss [Roll Forward]
Balance, beginning of the period	$ 1,792	$ 947
Balance, end of the period	1,885	1,186
Change	$ 93	$ 239

Financial instruments fair value - Schedule of Financial Instruments (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents	$ 126,048	$ 146,037
Total contingent consideration	5,600	10,100
Accrued liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total contingent consideration	5,600	4,588
Other liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total contingent consideration		5,512
Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents	126,048	146,037
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents	126,048	146,037
Total contingent consideration	0	0
Level 1 \| Accrued liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total contingent consideration	0	0
Level 1 \| Other liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total contingent consideration		0
Level 1 \| Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents	126,048	146,037
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents	0	0
Total contingent consideration	0	0
Level 2 \| Accrued liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total contingent consideration	0	0
Level 2 \| Other liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total contingent consideration		0
Level 2 \| Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents	0	0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents	0	0
Total contingent consideration	5,600	10,100
Level 3 \| Accrued liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total contingent consideration	5,600	4,588
Level 3 \| Other liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total contingent consideration		5,512
Level 3 \| Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents	$ 0	$ 0

Acquisitions - Wandera (Details) - Wandera Inc. - USD ($)				2 Months Ended	3 Months Ended	5 Months Ended
	Dec. 15, 2021	Oct. 01, 2021	Jul. 01, 2021	Dec. 15, 2021	Dec. 31, 2021	Dec. 15, 2021	Mar. 31, 2022
Business Acquisition [Line Items]
Voting interest			100.00%
Purchase price of business acquisition	$ 25,000,000	$ 25,000,000	$ 359,300,000	$ 50,000,000		$ 409,300,000
Cash held back			$ 700,000
Other current assets					$ 400,000
Deferred tax assets					100,000
Goodwill					$ 500,000
Goodwill deductible for income tax purposes							$ 0

Commitments and contingencies (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Material liabilities for contingencies	$ 0	$ 0

Financial instruments fair value - Changes in Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	$ 10,100	$ 8,200
Additions	0	359
Net loss	88	300
Payments	(4,588)	0
Other	0	(60)
Balance, end of period	$ 5,600	$ 8,799

Basis of presentation and description of business

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of presentation and description of business

Description of business

We are the standard in Apple Enterprise Management, and our cloud software platform is the only vertically-focused Apple infrastructure and security platform of scale in the world. We help IT and security teams confidently protect the devices, data, and applications used by their workforce, while providing employees with consumer-simple, privacy-protecting technology. With Jamf’s software, devices can be deployed to employees brand new in the shrink-wrapped box, set up automatically and personalized at first power-on and administered continuously throughout the lifecycle of the device. Our customers are located throughout the world.

Basis of presentation and principles of consolidation

The accompanying condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in accordance with GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. All intercompany accounts and transactions have been eliminated.

The condensed consolidated financial statements and related notes in this Quarterly Report on Form 10-Q reflect the revisions previously made for immaterial errors related to certain commissions that were incorrectly capitalized in prior periods as well as various other immaterial errors. See Exhibit 99.2 titled, “Updates to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2021”, of our Form 8-K, filed with the SEC on August 27, 2021, for more information.

Unaudited interim condensed consolidated financial information

The interim condensed consolidated balance sheet as of March 31, 2022, the condensed consolidated statements of operations, of comprehensive loss, of stockholders’ equity, and of cash flows for the three months ended March 31, 2022 and 2021 and the related notes are unaudited. The condensed consolidated balance sheet as of December 31, 2021 was derived from our audited consolidated financial statements that were included in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 1, 2022. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in management’s opinion, include all adjustments necessary for the fair presentation of the consolidated financial position, results of operations, and cash flows of the Company. All adjustments made were of a normal recurring nature. The results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future period.

Use of estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date, and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future and include, but are not limited to, revenue recognition, stock-based compensation, commissions, the fair values of assets acquired and liabilities assumed in business combinations, useful lives for finite-lived assets, recoverability of long-lived assets, the value of right-of-use assets and lease liabilities, allowance for expected credit losses, commitments and contingencies, and accounting for income taxes and related valuation allowances against deferred tax assets. Actual results could differ from those estimates.

Segment and geographic information

Our CODM is our Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. We operate our business as one operating segment and therefore we have one reportable segment.

Revenues by geographic region as determined based on the location where the sale originated were as follows:


	Three Months Ended March 31,
	2022		2021 (1)
	(in thousands)
The Americas (2)	$	75,149	$	58,845
Europe, the Middle East, India, and Africa	25,997		16,229
Asia Pacific	7,112		5,653
	$	108,258	$	80,727

(2) The vast majority of the Americas is the United States.

Net loss per share - Schedule of Computation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net loss	$ (25,629)	$ (4,589)
Denominator:
Weighted-average shares used to compute net loss per share, basic (in shares)	119,594,341	117,386,322
Weighted-average shares used to compute net loss per share, diluted (in shares)	119,594,341	117,386,322
Basic net loss per share (in dollars per share)	$ (0.21)	$ (0.04)
Diluted net loss per share (in dollars per share)	$ (0.21)	$ (0.04)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (25,629)	$ (4,589)
Other comprehensive loss:
Foreign currency translation adjustments	(8,083)	0
Total other comprehensive loss	(8,083)	0
Comprehensive loss	$ (33,712)	$ (4,589)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Summary of significant accounting policies - Deferred Contract Costs (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Accounting Policies [Abstract]
Total amortization of contract costs	$ 3,800,000	$ 2,700,000
Impairment losses	$ 0	$ 0

Income taxes (Details) - USD ($) $ in Millions	3 Months Ended
Income taxes (Details) - USD ($) $ in Millions	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Effective income tax rate (as a percent)	(1.00%)	(2.80%)
Discrete income tax expense	$ 0.6
Annual effective tax rate	0.013	(0.016)

Net loss per share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share:


	Three Months Ended March 31,
	2022		2021
	(in thousands, except share and per share amounts)
Numerator:
Net loss	$	(25,629)	$	(4,589)
Denominator:
Weighted-average shares used to compute net loss per share, basic and diluted	119,594,341		117,386,322
Basic and diluted net loss per share	$	(0.21)	$	(0.04)

Schedule of Potentially Dilutive Securities Excluded from the Computation of Diluted Weighted-Average Shares Outstanding


	Three Months Ended March 31,
	2022	2021
Stock options outstanding	5,119,730	6,521,067
Unvested restricted stock units	8,219,810	1,374,401
Shares related to the 2026 Notes	7,475,897	—
Shares committed under the 2021 ESPP	117,705	—
Total potentially dilutive securities	20,933,142	7,895,468

Share-based compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Schedule of Stock Based Compensation

The Company recognized stock-based compensation expense for all equity arrangements as follows:


	Three Months Ended March 31,
	2022		2021
	(in thousands)
Cost of revenue:
Subscription	$	1,955	$	324
Services	304		77
Sales and marketing	5,859		842
Research and development	3,859		778
General and administrative	4,033		811
	$	16,010	$	2,832

Summary of Stock-Option Activity

The table below summarizes return target option activity for the three months ended March 31, 2022:


	Options	Weighted‑ Average Exercise Price		Weighted‑ Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2021	3,687,664	$	6.75	6.8	$	115,278
Granted	—	—			—
Exercised	—	—			—
Forfeitures	—	—			—
Outstanding, March 31, 2022	3,687,664	$	6.75	6.5	$	103,477
Options exercisable at March 31, 2022	—	$	—	—	$	—
Vested or expected to vest at March 31, 2022	—	$	—	—	$	—

The table below summarizes the service-based option activity for the three months ended March 31, 2022:


	Options	Weighted‑ Average Exercise Price		Weighted‑ Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2021	1,643,266	$	5.68	6.1	$	53,129
Granted	—	—			—
Exercised	(211,200)	5.67			6,725
Forfeitures	—	—			—
Outstanding, March 31, 2022	1,432,066	$	5.68	5.8	$	41,716
Options exercisable at March 31, 2022	1,270,476	$	5.50	5.7	$	37,244
Vested or expected to vest at March 31, 2022	1,432,066	$	5.68	5.8	$	41,716

Summary of Restricted Stock Units Stock Option Activity

RSU activity for the three months ended March 31, 2022 was as follows:


	Units	Weighted-Average Grant Date Fair Value (per share)
Outstanding, December 31, 2021	6,890,938	$	31.59
Granted	1,516,117	31.60
Vested	(22,191)	37.37
Forfeited	(165,054)	31.17
Outstanding, March 31, 2022	8,219,810	$	31.58