10-Q 1 jamf-20220331.htm 10-Q jamf-20220331
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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, 2022
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
jamf-20220331_g1.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 29, 2022, the registrant had 119,828,395 shares of common stock, $0.001 par value, outstanding.


JAMF HOLDING CORP.
TABLE OF CONTENTS
PAGE
2

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
2021 Term Loan Facility364-day term loan facility incurred under the Credit Agreement Amendment
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 820
ASC Topic 820, Fair Value Measurement
ASC 850
ASC Topic 850, Related Party Disclosures
ASUAccounting Standards Update
cmdSecuritycmdSecurity Inc.
CODMChief operating decision maker
Credit Agreement Amendment
Incremental Facility Amendment No. 1 to the 2020 Credit Agreement, dated July 1, 2021
Current Period ARRARR from the same cohort of customers used to calculate Prior Period ARR as of the current period end
DigitaDigita Security LLC
FASBFinancial Accounting Standards Board
GAAPU.S. generally accepted accounting principles
IPR&DIn-process research and development
JNGFJamf Nation Global Foundation
LTIPLong-term incentive plan
Merger Agreement
Agreement and Plan of Merger, dated as of May 5, 2021 in connection with the acquisition of Wandera
Prior Period ARRARR from the cohort of all customers as of 12 months prior to period end
RSURestricted stock unit
SECSecurities and Exchange Commission
UKUnited Kingdom
VistaVista Equity Partners, LLC and its affiliates
WanderaWandera, Inc.
ZTNAZero Trust Network Access
3

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, 2022December 31, 2021
(Unaudited)
Assets
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 receivable287 608 
Deferred contract costs14,142 12,904 
Prepaid expenses19,616 17,581 
Other current assets4,318 4,212 
Total current assets284,079 291,598 
Equipment and leasehold improvements, net18,237 18,045 
Goodwill841,984 845,734 
Other intangible assets, net251,072 264,593 
Deferred contract costs, non-current31,793 29,842 
Other assets39,159 30,608 
Total assets$1,466,324 $1,480,420 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$8,808 $9,306 
Accrued liabilities45,558 54,022 
Income taxes payable376 167 
Deferred revenues234,389 223,031 
Total current liabilities289,131 286,526 
Deferred revenues, non-current58,110 59,097 
Deferred tax liability, net8,097 8,700 
Convertible senior notes, net362,648 362,031 
Other liabilities26,417 25,640 
Total liabilities744,403 741,994 
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
  
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 capital930,788 913,581 
Accumulated other comprehensive loss(15,949)(7,866)
Accumulated deficit(193,037)(167,408)
Total stockholders’ equity721,921 738,426 
Total liabilities and stockholders’ equity$1,466,324 $1,480,420 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4

JAMF HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)
Three Months Ended March 31,
20222021
Revenue:
Subscription$102,201 $74,482 
Services3,944 4,003 
License2,113 2,242 
Total revenue108,258 80,727 
Cost of revenue:
Cost of subscription (exclusive of amortization expense shown below)19,902 12,014 
Cost of services (exclusive of amortization expense shown below)3,107 2,465 
Amortization expense5,218 2,777 
Total cost of revenue28,227 17,256 
Gross profit80,031 63,471 
Operating expenses:
Sales and marketing46,325 30,167 
Research and development24,802 15,626 
General and administrative25,612 16,244 
Amortization expense7,029 5,627 
Total operating expenses103,768 67,664 
Loss from operations(23,737)(4,193)
Interest expense, net(859)(55)
Foreign currency transaction loss(781)(218)
Loss before income tax provision(25,377)(4,466)
Income tax provision(252)(123)
Net loss$(25,629)$(4,589)
Net loss per share, basic and diluted$(0.21)$(0.04)
Weighted‑average shares used to compute net loss per share, basic and diluted119,594,341 117,386,322 
The accompanying notes are an integral part of these condensed consolidated financial statements.
5

JAMF HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)
Three Months Ended March 31,
20222021
Net loss$(25,629)$(4,589)
Other comprehensive loss:
Foreign currency translation adjustments(8,083) 
Total other comprehensive loss(8,083) 
Comprehensive loss$(33,712)$(4,589)
The accompanying notes are an integral part of these condensed consolidated financial statements.
6

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, 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 
Three Months Ended March 31, 2021:
Balance, December 31, 2020
116,992,472 $117 $903,116 $ $(92,219)$811,014 
Exercise of stock options713,423 1 4,018 — — 4,019 
Share‑based compensation— — 2,832 — — 2,832 
Net loss— — — — (4,589)(4,589)
Balance, March 31, 2021
117,705,895 $118 $909,966 $ $(96,808)$813,276 
The accompanying notes are an integral part of these condensed consolidated financial statements.
7

JAMF HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three Months Ended March 31,
20222021
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 expense13,893 9,784 
Amortization of deferred contract costs3,755 2,700 
Amortization of debt issuance costs679 69 
Non-cash lease expense1,291 1,267 
Provision for credit losses and returns128 159 
Share‑based compensation16,010 2,832 
Deferred tax benefit(468)(613)
Adjustment to contingent consideration88 300 
Other725 201 
Changes in operating assets and liabilities:
Trade accounts receivable(2,190)(7,066)
Income tax receivable/payable533 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 revenue10,478 15,913 
Other liabilities (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 equipment and leasehold improvements8 12 
Net cash used in investing activities(5,979)(6,319)
Cash flows from financing activities
Debt issuance costs(50) 
Cash paid for contingent consideration(4,588) 
Proceeds from the exercise of stock options1,197 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 period177,150 194,868 
Cash and cash equivalents, end of period$164,595 $196,190 
Supplemental disclosures of cash flow information:
Cash paid for:
Interest$293 $3 
Income taxes, net of refunds192 351 
Non-cash activities:
Operating lease assets obtained in exchange for operating lease liabilities8,314 (19)
The accompanying notes are an integral part of these condensed consolidated financial statements.
8

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 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.
9

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,
2022
2021 (1)
(in thousands)
The Americas (2)
$75,149 $58,845 
Europe, the Middle East, India, and Africa25,997 16,229 
Asia Pacific7,112 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.
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, 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,
20222021
(in thousands)
Balance, beginning of period$391 $530 
Provision122 156 
Write-offs(27)(127)
Recoveries of amounts previously written off6 44 
Balance, end of period$492 $603 
10

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,
20222021
(in thousands)
SaaS subscription and support and maintenance$96,350 $66,776 
On‑premise subscription5,851 7,706 
Subscription revenue102,201 74,482 
Professional services3,944 4,003 
Perpetual licenses2,113 2,242 
Non‑subscription revenue6,057 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,
20222021
(in thousands)
Balance, beginning of the period$1,792 $947 
Balance, end of the period1,885 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.
11

JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
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,
20222021
(in thousands)
Balance, beginning of the period$282,128 $205,509 
Revenue earned(85,337)(60,633)
Deferral of revenue95,708 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.
Note 3. Financial instruments fair value
We 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
12

JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
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.
13

JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The fair value of these financial instruments were as follows:
March 31, 2022
Level 1Level 2Level 3Total
(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 1Level 2Level 3Total
(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,
20222021
(in thousands)
Balance, beginning of period$10,100 $8,200 
Additions 359 
Total (gains) losses included in:
Net loss88 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.
14

JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
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, 2022December 31, 2021
Net Carrying ValueEstimated Fair ValueNet Carrying ValueEstimated 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.
Note 4. 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
15

JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
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, net3,882 
Prepaid expenses900 
Other current assets426 
Equipment and leasehold improvements, net58 
Intangible assets acquired102,050 
Operating lease assets1,474 
Deferred tax asset918 
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)
Goodwill310,356 
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.
16

JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The estimated useful lives and fair values of the identifiable intangible assets acquired were as follows:
Useful LifeGross Value
(in thousands)
Developed technology6.5 years$60,500 
Customer relationships11.0 years35,600 
Order backlog2.5 years3,800 
Non-competes2.5 years1,750 
Trademarks3.0 years400 
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.
Note 5. Goodwill and other intangible assets
The change in the carrying amount of goodwill was as follows:
Three Months Ended March 31,
20222021
(in thousands)
Goodwill, beginning of period$845,734 $541,480 
Goodwill acquired3,014 370 
Foreign currency translation adjustment(6,764) 
Goodwill, end of period$841,984 $541,850 
17

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, 2022
Useful LifeGross ValueAccumulated
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
212 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 LifeGross ValueAccumulated
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
212 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 amortization405,920 141,727 264,193 
IPR&DIndefinite400 — 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.
18

JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Note 6. Leases
Supplemental balance sheet information related to the Company’s operating leases is as follows:
LeasesBalance Sheet ClassificationMarch 31, 2022December 31, 2021
(in thousands)
Assets
Operating lease assetsOther assets$28,603 $21,600 
Liabilities
Operating lease liabilities - currentAccrued liabilities$5,859 $5,251 
Operating lease liabilities - non-currentOther liabilities26,380 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 
Thereafter7,169 
Total lease payments35,823 
Less: imputed interest3,584 
Total present value of lease liabilities$32,239 
Note 7. 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.
Note 8. 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 costs617 
19

JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
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.
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,
20222021
(in thousands)
Cost of revenue:
Subscription
$1,955 $324 
Services
304 77 
Sales and marketing5,859 842 
Research and development3,859 778 
General and administrative4,033 811 
$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.
20

JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Return Target Options
The table below summarizes return target option activity for the three months ended March 31, 2022:
OptionsWeighted‑
Average
Exercise
Price
Weighted‑
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value
(in thousands)
Outstanding, December 31, 20213,687,664 $6.75 6.8$115,278 
Granted
  — 
Exercised
   
Forfeitures
  — 
Outstanding, March 31, 20223,687,664 $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:
OptionsWeighted‑
Average
Exercise
Price
Weighted‑
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value
(in thousands)
Outstanding, December 31, 20211,643,266 $5.68 6.1$53,129 
Granted
  — 
Exercised
(211,200)5.67 6,725 
Forfeitures
  — 
Outstanding, March 31, 20221,432,066 $5.68 5.8$41,716 
Options exercisable at March 31, 20221,270,476 $5.50 5.7$37,244 
Vested or expected to vest at March 31, 20221,432,066 $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.
21

JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Restricted Stock Units
RSU activity for the three months ended March 31, 2022 was as follows:
UnitsWeighted-Average Grant Date Fair Value (per share)
Outstanding, December 31, 20216,890,938