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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________
FORM 10-Q
_________________________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                 to
Commission File Number: 001-39399
https://cdn.kscope.io/f4a024659053bd781a404b19a60f550c-0000000000.jpg
JAMF HOLDING CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
82-3031543
(I.R.S. Employer
Identification No.)
100 Washington Ave S, Suite 1100
Minneapolis, MN 55401
(Address of principal executive offices)
(612605-6625
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol
Name of each exchange on which registered
Common Stock, $0.001 par value per share
JAMF
The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No
On April 26, 2023, the registrant had 123,987,014 shares of common stock, $0.001 par value, outstanding.


Table of Contents
JAMF HOLDING CORP.
TABLE OF CONTENTS
PAGE
2

Table of Contents
GLOSSARY
We use acronyms, abbreviations, and other defined terms throughout this quarterly report on Form 10-Q. These terms are defined below. Jamf Holding Corp. and its wholly owned subsidiaries, collectively, are referred to as the “Company,” “we,” “us,” or “our.”
TermDefinition
2017 Option Plan2017 Stock Option Plan
2020 Credit AgreementCredit agreement dated July 27, 2020, as amended, supplemented, or modified
2020 PlanJamf Holding Corp. Omnibus Incentive Plan
2020 Revolving Credit FacilityRevolving credit facility available under the 2020 Credit Agreement
2021 ESPPJamf Holding Corp. 2021 Employee Stock Purchase Plan
2026 NotesConvertible Senior Notes due 2026
ARRAnnual Recurring Revenue
AWSAmazon Web Services
ASC 606
ASC Topic 606, Revenue from Contracts with Customers
ASC 805
ASC Topic 805, Business Combinations
ASC 850
ASC Topic 850, Related Party Disclosures
BYODBring your own device
CODMChief operating decision maker
Credit Agreement Amendment
Amendment No. 2 to the 2020 Credit Agreement, effective April 7, 2023
Current Period ARRARR from the same cohort of customers used to calculate Prior Period ARR as of the current period end
DigitaDigita Security LLC
EUREuro
Exchange ActThe Securities Exchange Act of 1934, as amended
GAAPU.S. generally accepted accounting principles
GBPBritish pound sterling
ITInformation technology
JNGFJamf Nation Global Foundation
LIBO RateLondon interbank offered rate
Prior Period ARRARR from the cohort of all customers as of 12 months prior to period end
R&EResearch and experimental
RSURestricted stock unit
SaaSSoftware-as-a-service
SAFESimple agreement for future equity
SECSecurities and Exchange Commission
SMBsSmall-to-medium-sized businesses
SwiftConnect, Inc.SwiftConnect
Term SOFRForward-looking secured overnight financing rate
UKUnited Kingdom
U.S.United States
VistaVista Equity Partners, LLC and its affiliates
WanderaWandera, Inc.
ZecOpsZecOps, Inc.
ZecOps Merger AgreementAgreement and Plan of Merger, dated as of September 23, 2022 in connection with the acquisition of ZecOps
3

Table of Contents
PART I.    FINANCIAL INFORMATION
Item 1.     Financial Statements
JAMF HOLDING CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
March 31, 2023December 31, 2022
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$200,340 $224,338 
Trade accounts receivable, net of allowances of $427 and $445 at March 31, 2023 and December 31, 2022, respectively
84,392 88,163 
Income taxes receivable806 465 
Deferred contract costs18,780 17,652 
Prepaid expenses22,903 14,331 
Other current assets6,535 6,097 
Total current assets333,756 351,046 
Equipment and leasehold improvements, net18,615 19,421 
Goodwill862,747 856,925 
Other intangible assets, net209,509 218,744 
Deferred contract costs, non-current41,933 39,643 
Other assets42,409 43,763 
Total assets$1,508,969 $1,529,542 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$14,982 $15,393 
Accrued liabilities48,993 67,051 
Income taxes payable547 486 
Deferred revenues278,407 278,038 
Total current liabilities342,929 360,968 
Deferred revenues, non-current62,435 68,112 
Deferred tax liability, net5,539 5,505 
Convertible senior notes, net365,127 364,505 
Other liabilities27,480 29,114 
Total liabilities803,510 828,204 
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred stock, $0.001 par value, 50,000,000 shares authorized at March 31, 2023 and December 31, 2022; no shares issued and outstanding at March 31, 2023 and December 31, 2022
  
Common stock, $0.001 par value, 500,000,000 shares authorized at March 31, 2023 and December 31, 2022; 123,907,489 and 123,170,172 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively
124 123 
Additional paid‑in capital1,072,148 1,049,875 
Accumulated other comprehensive loss(33,904)(39,951)
Accumulated deficit(332,909)(308,709)
Total stockholders’ equity705,459 701,338 
Total liabilities and stockholders’ equity$1,508,969 $1,529,542 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4

Table of Contents
JAMF HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)
Three Months Ended March 31,
20232022
Revenue:
Subscription$127,230 $102,201 
Services4,384 3,944 
License598 2,113 
Total revenue132,212 108,258 
Cost of revenue:
Cost of subscription (exclusive of amortization expense shown below)23,159 19,902 
Cost of services (exclusive of amortization expense shown below)3,292 3,107 
Amortization expense3,296 5,218 
Total cost of revenue29,747 28,227 
Gross profit102,465 80,031 
Operating expenses:
Sales and marketing60,208 46,325 
Research and development32,072 24,802 
General and administrative28,436 25,612 
Amortization expense7,241 7,029 
Total operating expenses127,957 103,768 
Loss from operations(25,492)(23,737)
Interest income (expense), net1,285 (859)
Foreign currency transaction gain (loss)604 (781)
Loss before income tax provision(23,603)(25,377)
Income tax provision(597)(252)
Net loss$(24,200)$(25,629)
Net loss per share, basic and diluted$(0.20)$(0.21)
Weighted‑average shares used to compute net loss per share, basic and diluted123,422,066 119,594,341 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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JAMF HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)
Three Months Ended March 31,
20232022
Net loss$(24,200)$(25,629)
Other comprehensive income (loss):
Foreign currency translation adjustments6,047 (8,083)
Total other comprehensive income (loss)6,047 (8,083)
Comprehensive loss$(18,153)$(33,712)
The accompanying notes are an integral part of these condensed consolidated financial statements.
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JAMF HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts)
(unaudited)
Stock ClassAdditional Paid‑In
Capital
Accumulated Other Comprehensive LossAccumulated
Deficit
Stockholders’
Equity
Common
SharesAmount
Three Months Ended March 31, 2023:
Balance, December 31, 2022
123,170,172 $123 $1,049,875 $(39,951)$(308,709)$701,338 
Exercise of stock options367,171 — 2,723 — — 2,723 
Vesting of restricted stock units370,146 1 — — — 1 
Share‑based compensation— — 19,550 — — 19,550 
Foreign currency translation adjustments— — — 6,047 — 6,047 
Net loss— — — — (24,200)(24,200)
Balance, March 31, 2023
123,907,489 $124 $1,072,148 $(33,904)$(332,909)$705,459 
Three Months Ended March 31, 2022:
Balance, December 31, 2021
119,426,064 $119 $913,581 $(7,866)$(167,408)$738,426 
Exercise of stock options211,200 — 1,197 — — 1,197 
Vesting of restricted stock units22,191 — — — — — 
Share‑based compensation— — 16,010 — — 16,010 
Foreign currency translation adjustments— — — (8,083)— (8,083)
Net loss— — — — (25,629)(25,629)
Balance, March 31, 2022
119,659,455 $119 $930,788 $(15,949)$(193,037)$721,921 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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JAMF HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three Months Ended March 31,
20232022
Operating activities
Net loss$(24,200)$(25,629)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization expense12,424 13,893 
Amortization of deferred contract costs4,774 3,755 
Amortization of debt issuance costs684 679 
Non-cash lease expense1,493 1,291 
Provision for credit losses and returns14 128 
Share‑based compensation19,550 16,010 
Deferred tax benefit(27)(468)
Adjustment to contingent consideration 88 
Other(677)725 
Changes in operating assets and liabilities:
Trade accounts receivable3,915 (2,190)
Income tax receivable/payable(273)533 
Prepaid expenses and other assets(8,598)(3,668)
Deferred contract costs(8,145)(6,952)
Accounts payable(575)(413)
Accrued liabilities(19,765)(11,250)
Deferred revenue(5,394)10,478 
Net cash used in operating activities(24,800)(2,990)
Investing activities
Acquisitions, net of cash acquired (4,023)
Purchases of equipment and leasehold improvements(1,121)(1,964)
Purchase of investments(750) 
Other14 8 
Net cash used in investing activities(1,857)(5,979)
Financing activities
Debt issuance costs (50)
Cash paid for contingent consideration(206)(4,588)
Proceeds from the exercise of stock options2,723 1,197 
Net cash provided by (used in) financing activities2,517 (3,441)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash42 (145)
Net decrease in cash, cash equivalents, and restricted cash(24,098)(12,555)
Cash, cash equivalents, and restricted cash, beginning of period231,921 177,150 
Cash, cash equivalents, and restricted cash, end of period$207,823 $164,595 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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JAMF HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)
(unaudited)
Three Months Ended March 31,
20232022
Supplemental disclosures of cash flow information:
Cash paid for:
Interest$313 $293 
Income taxes, net of refunds894 192 
Non-cash activities:
Operating lease assets obtained in exchange for operating lease liabilities 8,314 
Purchases of equipment and leasehold improvements accrued but not paid83  
Reconciliation of cash, cash equivalents, and restricted cash within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows above:     
Cash and cash equivalents$200,340 $164,595 
Restricted cash included in other current assets283  
Restricted cash included in other assets7,200  
Total cash, cash equivalents, and restricted cash$207,823 $164,595 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 1. Basis of presentation and description of business
Description of business
We are the standard in managing and securing Apple at work, and we are the only company in the world that provides a complete management and security solution for an Apple-first environment that is designed to be enterprise secure, consumer simple, and protective of personal privacy. We help IT and security teams confidently protect the devices, data, and applications used by their workforce, while providing employees with consumer-simple, privacy-protecting technology. With Jamf’s software, devices can be deployed to employees brand new in the shrink-wrapped box, set up automatically and personalized at first power-on and administered continuously throughout the lifecycle of the device. Our customers are located throughout the world.
Basis of presentation and principles of consolidation
The accompanying condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in accordance with GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. All intercompany accounts and transactions have been eliminated.
Unaudited interim condensed consolidated financial information
The interim condensed consolidated balance sheet as of March 31, 2023, the condensed consolidated statements of operations, of comprehensive loss, of stockholders’ equity, and of cash flows for the three months ended March 31, 2023 and 2022, and the related notes are unaudited. The condensed consolidated balance sheet as of December 31, 2022 was derived from our audited consolidated financial statements that were included in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 1, 2023. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in management’s opinion, include all adjustments necessary for the fair presentation of the consolidated financial position, results of operations, and cash flows of the Company. All adjustments made were of a normal recurring nature. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future period.
Use of estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date, and the reported amounts of 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.
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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
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,
20232022
(in thousands)
The Americas (1)
$89,811 $75,149 
Europe, the Middle East, India, and Africa32,351 25,997 
Asia Pacific10,050 7,112 
$132,212 $108,258 
(1) The vast majority of our Americas revenues comes from the United States.
Note 2. Summary of significant accounting policies
The Company’s significant accounting policies are discussed in Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. There have been no significant changes to these policies during the three months ended March 31, 2023. The following describes the impact of certain policies.
Trade accounts receivable, net
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.
Activity related to our allowance for credit losses for trade accounts receivable was as follows:
Three Months Ended March 31,
20232022
(in thousands)
Balance, beginning of period$445 $391 
Provision14 122 
Write-offs(55)(27)
Recoveries of amounts previously written off23 6 
Balance, end of period$427 $492 
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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
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,
20232022
(in thousands)
SaaS subscription and support and maintenance$120,762 $96,350 
On‑premise subscription6,468 5,851 
Subscription revenue127,230 102,201 
Professional services4,384 3,944 
Perpetual licenses598 2,113 
Non‑subscription revenue4,982 6,057 
Total revenue$132,212 $108,258 
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 sheets. The opening and closing balances of contract assets were as follows:
Three Months Ended March 31,
20232022
(in thousands)
Balance, beginning of the period$817 $1,792 
Balance, end of the period636 1,885 
Change$(181)$93 
For the three months ended March 31, 2023 and 2022, 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,
20232022
(in thousands)
Balance, beginning of the period$346,150 $282,128 
Revenue earned(107,595)(85,337)
Deferral of revenue103,895 95,708 
Other (1)
(1,608) 
Balance, end of the period$340,842 $292,499 
(1) Includes contract assets netted against contract liabilities on a contract-by-contract basis.
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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
There were no significant changes to our contract assets and liabilities during the three months ended March 31, 2023 and 2022 outside of our sales activities.
Remaining Performance Obligations
Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancellable amounts to be invoiced. As of March 31, 2023, the Company had $424.5 million of remaining performance obligations, with 72% expected to be recognized as revenue over the succeeding 12 months, and the remainder generally expected to be recognized over the three years thereafter.
Deferred Contract Costs
Sales commissions, as well as associated payroll taxes and retirement plan contributions (together, contract costs), that are incremental to the acquisition of customer contracts are capitalized using a portfolio approach as deferred contract costs in the condensed consolidated balance sheets when the period of benefit is determined to be greater than one year.
Total amortization of contract costs was $4.8 million and $3.8 million for the three months ended March 31, 2023 and 2022, respectively.
The Company periodically reviews these deferred contract costs to determine whether events or changes in circumstances have occurred that could affect the period of benefit of these deferred contract costs. There were no impairment losses recorded during the three months ended March 31, 2023 and 2022.
Strategic investments
In the third quarter of 2022, the Company executed a $2.0 million convertible promissory note with SwiftConnect. The note contains customary terms for an instrument of its type, including repayment or conversion upon certain future liquidity events. The note matures on July 29, 2024, and the Company intends to hold the note until maturity, unless it is otherwise repaid or converted pursuant to its terms. The investment is recorded at cost and included in other assets on the condensed consolidated balance sheets. As of both March 31, 2023 and December 31, 2022, the balance of the investment was $2.0 million. The Company evaluates its strategic investments quarterly for impairment. During the period ended March 31, 2023, there were no changes in the carrying value of the Company’s strategic investments. All gains and losses on the Company’s strategic investments, whether realized or unrealized, are recognized in the condensed consolidated statements of operations.
Note 3. Financial instruments fair value
Assets and liabilities measured at fair value on a recurring basis
The Company invests in money market funds with original maturities at the time of purchase of three months or less, which are measured and recorded at fair value on a recurring basis. Money market funds are valued based on quoted market prices in active markets and classified within Level 1 of the fair value hierarchy.
In addition, the contingent consideration associated with the Digita acquisition was measured and recorded at fair value on a recurring basis. The estimated fair value of the contingent payments associated with the Digita acquisition was determined using a Monte Carlo simulation model, which 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 Company made the final payment related to the contingent consideration in the first quarter of 2023. See Note 4 for more information.
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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The fair value of these financial instruments were as follows:
March 31, 2023
Level 1Level 2Level 3Total
(in thousands)
Assets
Cash equivalents:
Money market funds$114,808 $ $ $114,808 
Total cash equivalents$114,808 $ $ $114,808 
December 31, 2022
Level 1Level 2Level 3Total
(in thousands)
Assets
Cash equivalents:
Money market funds$132,306 $ $ $132,306 
Total cash equivalents$132,306 $ $ $132,306 
Liabilities
Contingent consideration:
Accrued liabilities$ $ $6,206 $6,206 
Total contingent consideration$ $ $6,206 $6,206 
The carrying value of accounts receivable and accounts payable approximate their fair value due to their short maturities and are excluded from the tables above.
The following table provides a summary of the changes in contingent consideration, which is classified as Level 3:
Three Months Ended March 31,
20232022
(in thousands)
Balance, beginning of period$6,206 $10,100 
Total (gains) losses included in:
Net loss 88 
Payments(6,206)(4,588)
Balance, end of period$ $5,600 
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, 2023December 31, 2022
Net Carrying ValueEstimated Fair ValueNet Carrying ValueEstimated Fair Value
(in thousands)
2026 Notes
$365,127 $307,671 $364,505 $308,504 
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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
As of March 31, 2023 and December 31, 2022, the difference between the net carrying value of the 2026 Notes and the principal amount of $373.8 million represents the unamortized debt issuance costs of $8.6 million and $9.2 million, respectively. See Note 8 for more information. The estimated fair value of the 2026 Notes, which is classified as Level 2, was determined based on quoted bid prices of the 2026 Notes in an over-the-counter market on the last trading day of the reporting period.
Note 4. Acquisitions
ZecOps
On November 16, 2022, the Company completed its acquisition of ZecOps, a leader in mobile detection and response, pursuant to the terms of the ZecOps Merger Agreement. This acquisition uniquely positioned Jamf to help IT and security teams strengthen their organization’s mobile security posture.
Under the terms of the ZecOps Merger Agreement, the Company acquired 100% of the equity interest in ZecOps for total purchase consideration of $44.5 million. The total purchase consideration included cash consideration of $28.4 million, equity consideration of $15.1 million (based on the closing price of the Company’s common stock on November 16, 2022), and repayment of the $1.0 million SAFE investment in ZecOps the Company entered into in the third quarter of 2022. The cash consideration included (i) $0.3 million in cash held back in an escrow fund as partial security for post-closing true-up adjustments and (ii) $7.2 million in cash held back in an escrow fund as partial security for post-closing indemnification claims with (A) 50% of the then existing escrowed amount to be released 18 months following the closing date and (B) the remaining escrowed amount to be released on March 1, 2025. The cash consideration was funded by the Company’s cash on hand. The equity consideration consisted of up to 711,111 shares of the Company’s common stock, based on (i) the deemed total equity consideration value under the ZecOps Merger Agreement of $19.2 million divided by (ii) the agreed upon floor of the Company’s stock price of $27.00 per share. On the closing date, 710,691 shares of the equity consideration were issued to applicable ZecOps equityholders, and 420 shares were issued into a reserve account, subject to the completion of customary shareholder certifications. The reserved shares were subsequently released in January 2023. In the first quarter of 2023, the Company recorded an immaterial measurement period adjustment.
The final purchase accounting allocations for the ZecOps acquisition will be determined within one year from the acquisition date and depend on a number of factors, including the final valuation of our intangible assets acquired and finalization of income tax effects of the opening balance sheet. The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed (in thousands):
Assets acquired:
Cash and cash equivalents$820 
Trade accounts receivable, net448 
Prepaid expenses39 
Other current assets2,104 
Intangible assets acquired9,500 
Operating lease assets104 
Liabilities assumed:
Accounts payable(73)
Accrued liabilities(2,260)
Income taxes payable(48)
Deferred revenue(1,014)
Operating lease liabilities(85)
Deferred tax liability(529)
Goodwill35,458 
Total purchase consideration$44,464 
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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The Company accounted for the acquisition by applying the acquisition method of accounting for business combinations in accordance with ASC 805. The allocation of the purchase price required management to make significant estimates in determining the fair value of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates included, but were not limited to:
future expected cash flows from subscription contracts and acquired developed technologies;
time to recreate customer relationships and anticipated growth in revenue;
research and development costs;
obsolescence curves and other useful life assumptions, such as the period of time and intended use of acquired intangible assets in the Company’s product offerings;
discount rates; and
tax-related valuation allowances.
The goodwill represents the excess of the purchase consideration over the fair value of the underlying net identifiable assets. The goodwill recognized in this acquisition is primarily attributable to expected synergies in sales opportunities across complementary products, customers, and geographies and cross-selling opportunities. The goodwill is not deductible for income tax purposes.
The estimated useful lives and fair values of the identifiable intangible assets acquired were as follows:
Useful LifeGross Value
(in thousands)
Developed technology5.0 years$5,900 
Customer relationships5.0 years2,300 
Non-competes3.0 years1,300 
Total identifiable intangible assets$9,500 
The weighted-average useful life of the intangible assets acquired was 4.7 years.
Developed technology represents the estimated fair value of the features underlying the ZecOps products as well as the platform supporting ZecOps customers and was valued using an excess earnings income approach. Customer relationships represent the estimated fair value of the underlying relationships with ZecOps customers and were valued using a replacement cost method, which estimates the cost to recreate the asset. Non-competes represent the estimated fair value of non-compete agreements acquired from ZecOps and were valued using a with-and-without income approach.
Pro forma results of operations for this acquisition were not presented as the effects were not material to our financial results.
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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Other
During the first quarter of 2022, the Company completed two acquisitions to expand our products and services offerings. These acquisitions were not significant individually or in the aggregate to our condensed consolidated financial statements. The combined purchase price for these acquisitions was $4.0 million, which was paid with cash on hand. The purchase price was allocated to the assets acquired based on their estimated fair values as of the date of each acquisition. The allocation included $0.9 million to developed technology with an estimated useful life of 5.0 years and $0.1 million to other assets, with the remaining $3.0 million allocated to goodwill. The goodwill is not deductible for income tax purposes. Acquisition-related expenses of $0.4 million were expensed as incurred. These expenses were recognized as acquisition costs in general and administrative expenses in the condensed consolidated statement of operations.
Digita
In 2019, the Company recorded contingent consideration in connection with its purchase of the outstanding membership interests of Digita. The maximum contingent consideration was $15.0 million if the acquired business achieved certain revenue milestones by December 31, 2022. The acquired business achieved the minimum revenue milestones, which resulted in the Company making cash payments of $6.2 million, $4.6 million, and $4.2 million in the first quarter of 2023, the first quarter of 2022, and the second quarter of 2021, respectively, to the former owners of the acquired business. See Note 3 for more information on the fair value of the contingent consideration.
Note 5. Goodwill and other intangible assets
The change in the carrying amount of goodwill was as follows:
Three Months Ended March 31,
20232022
(in thousands)
Goodwill, beginning of period$856,925 $845,734 
Goodwill acquired 3,014 
Measurement period adjustments339  
Foreign currency translation adjustment5,483 (6,764)
Goodwill, end of period$862,747 $841,984 


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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The gross carrying amount and accumulated amortization of intangible assets other than goodwill were as follows:
March 31, 2023
Useful LifeGross ValueAccumulated
Amortization
Net Carrying
Value
Weighted‑
Average
Remaining
Useful Life
(in thousands)
Trademarks
3 - 8 years
$34,657 $23,309 $11,348 2.6 years
Customer relationships
212 years
250,094 102,518 147,576 7.0 years
Developed technology
5 - 6.5 years
118,157 70,029 48,128 4.5 years
Non‑competes
2 - 3 years
2,901 1,381 1,520 2.1 years
Order backlog
2.5 years
3,564 2,627 937 0.8 years
Total intangible assets$409,373 $199,864 $209,509 
December 31, 2022
Useful LifeGross ValueAccumulated
Amortization
Net Carrying
Value
Weighted‑
Average
Remaining
Useful Life
(in thousands)
Trademarks
3 - 8 years
$34,649 $22,200 $12,449 2.8 years
Customer relationships
212 years
249,659 96,973 152,686 7.2 years
Developed technology
5 - 6.5 years
116,881 66,373 50,508 4.7 years
Non‑competes
2 - 3 years
2,864 1,066 1,798 2.3 years
Order backlog
2.5 years
3,518 2,215 1,303 1.0 year
Total intangible assets$407,571 $188,827 $218,744 
The gross value in the tables above includes a cumulative foreign currency translation adjustment of $(9.2) million and $(11.0) million as of March 31, 2023 and December 31, 2022, respectively. The accumulated amortization in the tables above includes a cumulative foreign currency translation adjustment of $(0.5) million and $(1.0) million as of March 31, 2023 and December 31, 2022, respectively.
Amortization expense was $10.5 million and $12.2 million for the three months ended March 31, 2023 and 2022, respectively.
There were no impairments to goodwill or intangible assets during the three months ended March 31, 2023 and 2022.
Note 6. Leases
Supplemental balance sheet information related to the Company’s operating leases is as follows:
LeasesBalance Sheet ClassificationMarch 31, 2023December 31, 2022
(in thousands)
Assets
Operating lease assetsOther assets$22,343 $23,828 
Liabilities
Operating lease liabilities - currentAccrued liabilities$6,494 $6,539 
Operating lease liabilities - non-currentOther liabilities20,265 21,895 
Total operating lease liabilities$26,759 $28,434 
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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Maturities of the Company’s operating lease liabilities as of March 31, 2023 were as follows:
Operating Leases
(in thousands)
Years ending December 31:
2023 (remaining nine months)
$5,580 
2024
6,407 
2025
4,775 
2026
4,781 
2027
2,726 
Thereafter5,341 
Total lease payments29,610 
Less: imputed interest2,851 
Total present value of lease liabilities$26,759 
Note 7. Commitments and contingencies
Hosting Services and Other Support Software Agreements
The Company has various contractual agreements for hosting services and other support software. The below table reflects the minimum payments under these agreements as of March 31, 2023:
Unrelated
(in thousands)
Years ending December 31:
2023 (remaining nine months)
$31,373 
2024
38,590 
2025
20,243 
2026
1,126 
2027
1,126 
Thereafter 
$92,458 
As of March 31, 2023, the Company also has a variable obligation of $17.5 million over the term of a three-year contract for third-party hosting services. The Company entered into this contract in May 2022. The variable obligation is not reflected in the table above.
Contingencies
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, 2023 or December 31, 2022.
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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Note 8. Debt
The following table summarizes the balances and availability of our 2026 Notes and 2020 Revolving Credit Facility:
Outstanding (1)
Unutilized AmountInterest RateMaturity Date
March 31,
2023
December 31,
2022
March 31,
2023
December 31,
2022
March 31,
2023
December 31,
2022
(in thousands)
2026 Notes$365,127 $364,505 N/AN/A0.125%0.125%Sept. 1, 2026
2020 Revolving Credit Facility1,037 1,037 $148,963 $148,963 1.25%
(2)
1.25%
(2)
July 27, 2025
(1) Represents the net carrying amount of our 2026 Notes and outstanding letters of credit under the 2020 Revolving Credit Facility.
(2) Represents the rate on the outstanding letters of credit under the 2020 Revolving Credit Facility. See further discussion on the interest rate applicable to borrowings under the 2020 Revolving Credit Facility below.
Convertible Senior Notes
On September 17, 2021, the Company issued $373.8 million aggregate principal amount of 0.125% 2026 Notes in a private offering. The initial conversion rate for the 2026 Notes is 20.0024 shares of the Company’s common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $49.99 per share of common stock. As of March 31, 2023, the conditions allowing holders of the 2026 Notes to convert were not met.
The following table sets forth the interest expense related to the 2026 Notes for the periods presented:
Three Months Ended March 31,
20232022
(in thousands)
Contractual interest expense$117 $117 
Amortization of issuance costs622 617 
The effective interest rate on the 2026 Notes was 0.81% for both the three months ended March 31, 2023 and 2022. See Note 3 for additional information on the Company’s 2026 Notes.
Credit Agreement
The 2020 Credit Agreement provides for the 2020 Revolving Credit Facility of $150.0 million, which may be increased or decreased under specific circumstances, with a $25.0 million letter of credit sublimit and a $50.0 million alternative currency sublimit. In addition, the 2020 Credit Agreement provides for the ability of the Company to request incremental term loan facilities, in a minimum amount of $5.0 million for each facility. The 2020 Credit Agreement contains customary representations and warranties, affirmative covenants, reporting obligations, negative covenants, and events of default. We were in compliance with such covenants as of both March 31, 2023 and December 31, 2022.
Effective April 7, 2023, we entered into the Credit Agreement Amendment, which amends certain provisions of the 2020 Credit Agreement. The Credit Agreement Amendment updates the benchmark interest rate provisions to replace the LIBO Rate with the Adjusted Term SOFR for purposes of calculating interest for U.S. dollar-denominated borrowings under the terms of the 2020 Credit Agreement. Except as amended by the Credit Agreement Amendment, the remaining terms of the 2020 Credit Agreement remain in full force and effect. The interest rates applicable to revolving borrowings under the 2020 Credit Agreement are, at the Company’s option, either (i) a base rate, which is equal to the greater of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.50%, and (c) the Adjusted Term SOFR Rate (subject to a floor) for a one month interest period (each term as defined in the 2020 Credit Agreement) plus 1.00%, (ii) the Adjusted Term SOFR Rate (subject to a floor) equal to the Term SOFR Rate for the applicable interest period plus 0.10%, or (iii) the Adjusted LIBO Rate (subject to a floor) equal to the LIBO Rate for the applicable interest period multiplied by the Statutory Reserve Rate, plus in the case of each of clauses (i), (ii), and (iii), the Applicable Rate (each term as defined in the 2020 Credit Agreement). The Applicable Rate (i) for
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Table of Contents
JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
base rate loans range from 0.25% to 1.00% per annum and (ii) for LIBO Rate and Term SOFR Rate loans range from 1.25% to 2.00% per annum, in each case, based on the Senior Secured Net Leverage Ratio (each term as defined in the 2020 Credit Agreement). Base rate borrowings may only be made in dollars. The Company pays a commitment fee during the term of the 2020 Credit Agreement ranging from 0.20% to 0.35% per annum of the average daily undrawn portion of the revolving commitments based on the Senior Secured Net Leverage Ratio.
As of March 31, 2023 and December 31, 2022, debt issuance costs related to the 2020 Credit Agreement of $0.6 million and $0.7 million, respectively, are included in other assets in the condensed consolidated balance sheets.
Note 9. 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,
20232022
(in thousands)
Cost of revenue:
Subscription
$2,267 $1,955 
Services
309 304 
Sales and marketing7,499 5,859 
Research and development5,033 3,859 
General and administrative4,442 4,033 
$19,550 $16,010 
Equity Incentive Plans
The maximum number of shares of common stock available for issuance under the 2020 Plan was 29,183,546 shares as of January 1, 2023. As of March 31, 2023, 14,101,048 shares of common stock were reserved for additional grants under the 2020 Plan and 128,928 shares of common stock were reserved for additional grants under the 2017 Option Plan. All stock options previously granted by the Company were at an exercise price at or above the estimated fair market value of the Company’s common stock as of the grant date.
Return Target Options
The table below summarizes return target option activity for the three months ended March 31, 2023:
OptionsWeighted‑
Average
Exercise
Price
Weighted‑
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value
(in thousands)
Outstanding, December 31, 20223,272,920 $6.75 5.8$47,623 
Granted  
Exercised(347,234)7.37 
Forfeitures  
Outstanding, March 31, 20232,925,686 $6.68 5.2$37,287 
Options exercisable at March 31, 20232,925,686 $6.68 5.2