Jamf Holding Corp. [JAMF] Filings

10-Q 1 jamf-20240630.htm 10-Q jamf-20240630

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 June 30, 2024


☐			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 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)

(612) 605-6625

(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 July 29, 2024, the registrant had 127,641,388 shares of common stock, $0.001 par value, outstanding.

Table of Contents

JAMF HOLDING CORP.

TABLE OF CONTENTS


		PAGE
PART I.	FINANCIAL INFORMATION	4

Item 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets — June 30, 2024 and December 31, 2023	4
	Condensed Consolidated Statements of Operations — Three and Six Months Ended June 30, 2024 and 2023	5
	Condensed Consolidated Statements of Comprehensive Loss — Three and Six Months Ended June 30, 2024 and 2023	6
	Condensed Consolidated Statements of Stockholders’ Equity — Three and Six Months Ended June 30, 2024 and 2023	7
	Condensed Consolidated Statements of Cash Flows — Six Months Ended June 30, 2024 and 2023	9
	Notes to Condensed Consolidated Financial Statements	11
	Note 1. Basis of presentation and description of business	11
	Note 2. Summary of significant accounting policies	12
	Note 3. Financial instruments fair value	14
	Note 4. Acquisitions	16
	Note 5. Goodwill and other intangible assets	18
	Note 6. Leases	19
	Note 7. Commitments and contingencies	19
	Note 8. Debt	19
	Note 9. Stock-based compensation	20
	Note 10. Net loss per share	23
	Note 11. Income taxes	23
	Note 12. Related party transactions	23
	Note 13. Restructuring activities	24
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44

PART II.	OTHER INFORMATION	46
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	47
Item 6.	Exhibits	48

Signatures		49

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.”


Term						Definition
2017 Option Plan						2017 Stock Option Plan
2020 Credit Agreement						Credit agreement dated July 27, 2020, as amended, supplemented, or modified
2020 Plan						Jamf Holding Corp. Omnibus Incentive Plan
2020 Revolving Credit Facility						Revolving credit facility available under the 2020 Credit Agreement
2021 ESPP						Jamf Holding Corp. 2021 Employee Stock Purchase Plan
2024 Credit Agreement						Credit agreement, dated as of May 3, 2024
2024 Revolving Credit Facility						Revolving credit facility available under the 2024 Credit Agreement
2026 Notes						Convertible Senior Notes due 2026
ARR						Annual Recurring Revenue
AWS						Amazon Web Services
ASC 606						ASC Topic 606, Revenue from Contracts with Customers
ASC 850						ASC Topic 850, Related Party Disclosures
ASU						Accounting Standards Update
Board						Board of Directors
CEO						Chief executive officer
CODM						Chief operating decision maker
Current Period ARR						ARR from the same cohort of customers used to calculate Prior Period ARR as of the current period end
dataJAR						Data Jar Ltd.
dataJAR Purchase Agreement						Share Purchase Agreement, dated as of July 13, 2023, entered into in connection with the acquisition of dataJAR
Digita						Digita Security LLC
EUR						Euro
Exchange Act						The Securities Exchange Act of 1934, as amended
FASB						Financial Accounting Standards Board
GAAP						U.S. generally accepted accounting principles
GBP						British pound sterling
IT						Information technology
JNGF						Jamf Nation Global Foundation
MSP						Managed services provider
Prior Period ARR						ARR from the cohort of all customers as of 12 months prior to period end
RSU						Restricted stock unit
SaaS						Software-as-a-service
SEC						Securities and Exchange Commission
SMBs						Small-to-medium-sized businesses
UK						United Kingdom
U.S.						United States
Vista						Vista Equity Partners, LLC and its affiliates
ZecOps						ZecOps, Inc.

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)


	June 30, 2024		December 31, 2023
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	200,858	$	243,576
Trade accounts receivable, net of allowances of $442 and $444 at June 30, 2024 and December 31, 2023, respectively	109,073		108,240
Deferred contract costs	25,727		23,508
Prepaid expenses	18,518		14,255
Other current assets	19,823		13,055
Total current assets	373,999		402,634
Equipment and leasehold improvements, net	14,264		15,184
Goodwill	885,404		887,121
Other intangible assets, net	167,779		187,891
Deferred contract costs, non-current	55,897		53,070
Other assets	49,398		43,752
Total assets	$	1,546,741	$	1,589,652
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	18,901	$	25,909
Accrued liabilities	73,782		77,447
Income taxes payable	1,467		1,248
Deferred revenue	314,893		317,546
Total current liabilities	409,043		422,150
Deferred revenue, non-current	55,313		55,886
Deferred tax liability, net	5,021		5,952
Convertible senior notes, net	368,248		366,999
Other liabilities	16,866		21,118
Total liabilities	854,491		872,105
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred stock, $0.001 par value, 50,000,000 shares authorized at June 30, 2024 and December 31, 2023; no shares issued and outstanding at June 30, 2024 and December 31, 2023	—		—
Common stock, $0.001 par value, 500,000,000 shares authorized at June 30, 2024 and December 31, 2023; 127,466,599 and 126,938,102 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	124		126
Additional paid‑in capital	1,214,340		1,162,993
Accumulated other comprehensive loss	(28,278)		(26,777)
Accumulated deficit	(493,936)		(418,795)
Total stockholders’ equity	692,250		717,547
Total liabilities and stockholders’ equity	$	1,546,741	$	1,589,652

The accompanying notes are an integral part of these condensed consolidated financial statements.

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JAMF HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue:
Subscription	$	149,428	$	130,591	$	297,781	$	257,821
Services	3,497		4,254		7,203		8,638
License	91		244		155		842
Total revenue	153,016		135,089		305,139		267,301
Cost of revenue:
Cost of subscription (exclusive of amortization expense shown below)	28,141		24,186		56,151		47,345
Cost of services (exclusive of amortization expense shown below)	3,619		3,385		7,389		6,677
Amortization expense	3,244		3,312		6,556		6,608
Total cost of revenue	35,004		30,883		70,096		60,630
Gross profit	118,012		104,206		235,043		206,671
Operating expenses:
Sales and marketing	61,905		63,890		126,687		124,098
Research and development	34,753		34,725		69,015		66,797
General and administrative	34,427		35,966		66,625		64,402
Amortization expense	6,895		7,247		13,793		14,488
Total operating expenses	137,980		141,828		276,120		269,785
Loss from operations	(19,968)		(37,622)		(41,077)		(63,114)
Interest income, net	1,641		1,481		3,681		2,766
Foreign currency transaction gain	431		1,048		19		1,652
Loss before income tax provision	(17,896)		(35,093)		(37,377)		(58,696)
Income tax provision	(1,366)		(1,106)		(2,409)		(1,703)
Net loss	$	(19,262)	$	(36,199)	$	(39,786)	$	(60,399)
Net loss per share, basic and diluted	$	(0.15)	$	(0.29)	$	(0.31)	$	(0.49)
Weighted‑average shares used to compute net loss per share, basic and diluted	127,911,770		124,382,767		127,603,390		123,905,072

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net loss	$	(19,262)	$	(36,199)	$	(39,786)	$	(60,399)
Other comprehensive income (loss):
Foreign currency translation adjustments	311		5,547		(1,501)		11,594
Total other comprehensive income (loss)	311		5,547		(1,501)		11,594
Comprehensive loss	$	(18,951)	$	(30,652)	$	(41,287)	$	(48,805)

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 Class			Additional Paid‑In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Stockholders’ Equity
	Common
	Shares	Amount

Three Months Ended June 30, 2024:

Balance, March 31, 2024	128,333,366	$	126	$	1,183,852	$	(28,589)	$	(439,319)	$	716,070
Repurchase and retirement of common stock	(2,000,000)	(2)		—		—		(35,355)		(35,357)
Exercise of stock options	256,055	—		1,476		—		—		1,476
Vesting of restricted stock units	668,131	—		—		—		—		—
Issuance of common stock under the employee stock purchase plan	209,047	—		2,729		—		—		2,729
Stock-based compensation	—	—		26,283		—		—		26,283
Foreign currency translation adjustments	—	—		—		311		—		311
Net loss	—	—		—		—		(19,262)		(19,262)
Balance, June 30, 2024	127,466,599	$	124	$	1,214,340	$	(28,278)	$	(493,936)	$	692,250

Three Months Ended June 30, 2023:

Balance, March 31, 2023	123,907,489	$	124	$	1,072,148	$	(33,904)	$	(332,909)	$	705,459
Exercise of stock options	40,854	1		241		—		—		242
Vesting of restricted stock units	737,236	—		—		—		—		—
Issuance of common stock under the employee stock purchase plan	204,962	—		3,131		—		—		3,131
Stock-based compensation	—	—		30,183		—		—		30,183
Foreign currency translation adjustments	—	—		—		5,547		—		5,547
Net loss	—	—		—		—		(36,199)		(36,199)
Balance, June 30, 2023	124,890,541	$	125	$	1,105,703	$	(28,357)	$	(369,108)	$	708,363

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 (continued)

(in thousands, except share amounts)

(unaudited)


	Stock Class			Additional Paid‑In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Stockholders’ Equity
	Common
	Shares	Amount

Six Months Ended June 30, 2024:

Balance, December 31, 2023	126,938,102	$	126	$	1,162,993	$	(26,777)	$	(418,795)	$	717,547
Repurchase and retirement of common stock	(2,000,000)	(2)		—		—		(35,355)		(35,357)
Exercise of stock options	303,638	—		1,756		—		—		1,756
Vesting of restricted stock units	2,015,812	—		—		—		—		—
Issuance of common stock under the employee stock purchase plan	209,047	—		2,729		—		—		2,729
Stock-based compensation	—	—		46,862		—		—		46,862
Foreign currency translation adjustments	—	—		—		(1,501)		—		(1,501)
Net loss	—	—		—		—		(39,786)		(39,786)
Balance, June 30, 2024	127,466,599	$	124	$	1,214,340	$	(28,278)	$	(493,936)	$	692,250

Six Months Ended June 30, 2023:

Balance, December 31, 2022	123,170,172	$	123	$	1,049,875	$	(39,951)	$	(308,709)	$	701,338
Exercise of stock options	408,025	1		2,964		—		—		2,965
Vesting of restricted stock units	1,107,382	1		—		—		—		1
Issuance of common stock under the employee stock purchase plan	204,962	—		3,131		—		—		3,131
Stock-based compensation	—	—		49,733		—		—		49,733
Foreign currency translation adjustments	—	—		—		11,594		—		11,594
Net loss	—	—		—		—		(60,399)		(60,399)
Balance, June 30, 2023	124,890,541	$	125	$	1,105,703	$	(28,357)	$	(369,108)	$	708,363

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)


	Six Months Ended June 30,
	2024		2023
Operating activities
Net loss	$	(39,786)	$	(60,399)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization expense	23,869		24,838
Amortization of deferred contract costs	12,862		9,987
Amortization of debt issuance costs	1,397		1,368
Non-cash lease expense	2,856		2,955
Provision for credit losses and returns	130		217
Stock-based compensation	46,862		49,733
Deferred tax benefit	(517)		(355)
Other	(590)		(1,856)
Changes in operating assets and liabilities:
Trade accounts receivable	(1,072)		(12,047)
Prepaid expenses and other assets	(16,553)		(6,999)
Deferred contract costs	(17,935)		(19,124)
Accounts payable	(7,235)		(483)
Accrued liabilities	(2,997)		(10,205)
Income taxes payable	244		386
Deferred revenue	(3,188)		8,753
Other liabilities	62		—
Net cash used in operating activities	(1,591)		(13,231)
Investing activities
Purchases of equipment and leasehold improvements	(2,733)		(1,786)
Purchase of investments	(2,500)		(750)
Other	(305)		(25)
Net cash used in investing activities	(5,538)		(2,561)
Financing activities
Debt issuance costs	(1,549)		—
Cash paid for offering costs	(197)		—
Cash paid for contingent consideration	—		(206)
Payment of acquisition-related holdback	(3,600)		(277)
Repurchase and retirement of common stock	(35,357)		—
Proceeds from the exercise of stock options	1,756		2,965
Net cash (used in) provided by financing activities	(38,947)		2,482
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(216)		92
Net decrease in cash, cash equivalents, and restricted cash	(46,292)		(13,218)
Cash, cash equivalents, and restricted cash, beginning of period	250,809		231,921
Cash, cash equivalents, and restricted cash, end of period	$	204,517	$	218,703

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)


	Six Months Ended June 30,
	2024		2023
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	420	$	391
Income taxes, net of refunds	2,653		1,981
Non-cash activities:
Employee stock purchase plan	2,729		3,131
Offering costs accrued but not paid	675		—
Operating lease assets obtained in exchange for operating lease liabilities	3,256		522
Purchases of equipment and leasehold improvements accrued but not paid	324		170

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	$	200,858	$	211,471
Restricted cash included in other current assets	3,659		32
Restricted cash included in other assets	—		7,200
Total cash, cash equivalents, and restricted cash	$	204,517	$	218,703

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 the powerful and intended Apple experience. With Jamf’s software, devices can be deployed to employees brand new in the shrink-wrapped box, set up automatically and personalized at first power-on and administered continuously throughout the lifecycle of the device. Our customers are located throughout the world.

Basis of presentation and principles of consolidation

The 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 June 30, 2024, the condensed consolidated statements of operations, of comprehensive loss, and of stockholders’ equity for the three and six months ended June 30, 2024 and 2023, the condensed consolidated statements of cash flows for the six months ended June 30, 2024 and 2023, and the related notes are unaudited. The condensed consolidated balance sheet as of December 31, 2023 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, 2023, which was filed with the SEC on February 27, 2024. 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, 2023.

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 and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 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 revenue and expenses during the reporting period. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future and include, but are not limited to, revenue recognition, stock-based compensation, the expected period of benefit for deferred contract costs, the fair values of assets acquired and liabilities assumed in business combinations, useful lives for finite-lived assets, recoverability of long-lived assets, the value of 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 CEO, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. We operate our business as one operating segment and therefore we have one reportable segment.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in thousands)
The Americas (1)	$	101,602	$	91,440	$	203,218	$	181,251
Europe, the Middle East, India, and Africa	39,297		33,375		78,310		65,726
Asia Pacific	12,117		10,274		23,611		20,324
	$	153,016	$	135,089	$	305,139	$	267,301

(1) The vast majority of our Americas revenue comes from the U.S.

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, 2023. There have been no significant changes to these policies during the three and six months ended June 30, 2024. The following describes the impact of certain policies.

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 the revenue that is term-based and renewable from the revenue that is one-time in nature. Revenue from subscription and non-subscription contractual arrangements were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in thousands)
SaaS subscription and support and maintenance	$	146,101	$	126,566	$	288,507	$	247,328
On‑premise subscription	3,327		4,025		9,274		10,493
Subscription revenue	149,428		130,591		297,781		257,821
Professional services	3,497		4,254		7,203		8,638
Perpetual licenses	91		244		155		842
Non‑subscription revenue	3,588		4,498		7,358		9,480
Total revenue	$	153,016	$	135,089	$	305,139	$	267,301

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Contract Balances

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in thousands)
Balance, beginning of the period	$	364,503	$	340,842	$	373,432	$	346,150
Revenue earned	(128,206)		(112,723)		(223,890)		(193,872)
Deferral of revenue	136,348		127,917		223,103		203,758
Other (1)	(2,439)		(985)		(2,439)		(985)
Balance, end of the period	$	370,206	$	355,051	$	370,206	$	355,051

(1) Includes contract assets netted against contract liabilities on a contract-by-contract basis.

There were no significant changes to our contract assets and liabilities during the three and six months ended June 30, 2024 and 2023 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 non-cancelable amounts to be invoiced. As of June 30, 2024, the Company had $506.7 million of remaining performance obligations, with 71% expected to be recognized as revenue over the succeeding 12 months, and the remainder generally expected to be recognized over the three years thereafter.

Deferred Contract Costs

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

Total amortization of contract costs was $6.6 million and $5.2 million for the three months ended June 30, 2024 and 2023, respectively, and $12.9 million and $10.0 million for the six months ended June 30, 2024 and 2023, 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 and six months ended June 30, 2024 or 2023.

Cloud computing arrangements

Capitalized costs associated with the implementation of cloud computing arrangements were as follows:


Balance Sheet Classification	June 30, 2024		December 31, 2023
	(in thousands)
Other current assets	$	5,457	$	1,860
Other assets	18,357		10,891
	$	23,814	$	12,751

Table of Contents

JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Stock Repurchases

In May 2024, funds affiliated with Vista sold 8,956,522 shares of our common stock in an underwritten secondary offering. The Company did not receive any proceeds from the sale of common stock by Vista. In connection with this offering, we repurchased 2,000,000 shares of our common stock that were subject to the offering from the underwriters at the per-share price paid by the underwriters, or $17.52 per share, for an aggregate purchase price of $35.4 million. The Company funded the repurchase with existing cash on hand. These shares were purchased on May 16, 2024 and were subsequently retired. The terms and conditions of the stock repurchase were reviewed and approved by each of the audit committee members of our Board and our full Board.

Recently issued accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires companies to disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. This update also requires disclosure of disaggregated information related to income taxes paid. This standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis with the option to apply the guidance retrospectively. The Company is currently evaluating the effect the standard will have on disclosures within its condensed consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update requires disclosure of significant segment expenses regularly provided to the CODM. Additionally, this update requires a description of how the CODM utilizes segment operating profit or loss to assess segment performance. All disclosure requirements in this standard are required for entities with a single reportable segment. The standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a retrospective basis to all periods presented. The Company is currently evaluating the effect the standard will have on disclosures within its condensed consolidated financial statements.

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.

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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:


	June 30, 2024
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Cash equivalents:
Money market funds	$	113,860	$	—	$	—	$	113,860
Total cash equivalents	$	113,860	$	—	$	—	$	113,860


	December 31, 2023
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Cash equivalents:
Money market funds	$	151,209	$	—	$	—	$	151,209
Total cash equivalents	$	151,209	$	—	$	—	$	151,209

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 contingent consideration associated with the Digita acquisition in 2019 was measured and recorded at fair value on a recurring basis. The Company made the final payment related to the Digita contingent consideration in the first quarter of 2023. The following table provides a summary of the changes in contingent consideration, which was classified as Level 3, for the six months ended June 30, 2023 (in thousands):





Balance, beginning of period	$	6,206
Total (gains) losses included in:
Net loss	—
Payments	(6,206)
Balance, end of period	$	—

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:


	June 30, 2024				December 31, 2023
	Net Carrying Value		Estimated Fair Value		Net Carrying Value		Estimated Fair Value
	(in thousands)
2026 Notes	$	368,248	$	328,519	$	366,999	$	319,283

As of June 30, 2024 and December 31, 2023, 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 $5.5 million and $6.8 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.

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 4. Acquisitions

dataJAR

On July 13, 2023, the Company completed its acquisition of dataJAR, a UK-based leading MSP focused on providing powerful Apple and Jamf services for businesses and educational organizations. dataJAR’s proprietary software provides a single pane of glass for Jamf MSP partners that assist in managing multiple organizations’ deployments, reducing support tickets, and allowing partners to more seamlessly manage devices.

Under the terms of the dataJAR Purchase Agreement, the Company acquired 100% of the equity interest in dataJAR for total purchase consideration of £19.3 million (or approximately $25.1 million using the exchange rate on July 13, 2023), which included (i) £16.6 million (or approximately $21.6 million using the exchange rate on July 13, 2023) paid upon closing, (ii) £0.2 million (or approximately $0.3 million using the exchange rate on July 13, 2023) in cash as partial security for post-closing true-up adjustments, and (iii) £2.5 million (or approximately $3.2 million using the exchange rate on July 13, 2023) in cash as partial security for post-closing indemnification claims to be released 12 months from the closing date. The cash consideration paid upon closing was funded by the Company’s cash on hand. The amount held back as partial security for post-closing true-up adjustments was released in the fourth quarter of 2023. The amount held back as partial security for post-closing indemnification claims was released on July 15, 2024.

In addition, the terms of the dataJAR Purchase Agreement provided for additional future payments to the sellers in the amount of up to £6.5 million (or approximately $8.4 million using the exchange rate on July 13, 2023) if certain key employees continued their employment with the Company through July 13, 2024. This expense was recognized on a straight-line basis over the requisite service period in general and administrative expenses in the condensed consolidated statement of operations. The Company recognized expense of $2.0 million and $4.1 million related to this agreement during the three and six months ended June 30, 2024, respectively. The Company paid £6.5 million (or approximately $8.4 million using the exchange rate on the date of payment) in deferred consideration related to this agreement to the sellers on July 15, 2024.

Acquisition-related expenses of $1.5 million were expensed as incurred during the second half of 2023. These expenses were recognized as acquisition costs in general and administrative expenses in the condensed consolidated statement of operations.

The Company finalized its purchase accounting for the dataJAR acquisition in the second quarter of 2024. The following table summarizes the final allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed (in thousands):


Assets acquired:
Cash and cash equivalents	$	2,789
Trade accounts receivable, net	945
Prepaid expenses	1,208
Other current assets	10
Intangible assets acquired	9,400
Operating lease assets	252
Liabilities assumed:
Accounts payable	(605)
Accrued liabilities	(599)
Income taxes payable	(45)
Deferred revenue	(3,230)
Operating lease liabilities	(191)
Deferred tax liability	(2,398)
Goodwill	17,550
Total purchase consideration	$	25,086

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

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

•anticipated growth in revenue and churn rates for existing customers;

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

•discount rates.

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

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


	Useful Life	Gross Value
		(in thousands)
Customer relationships	6.0 years	$	5,000
Developed technology	5.0 years	4,400
Total identifiable intangible assets		$	9,400

The weighted-average useful life of the intangible assets acquired was 5.5 years.

Customer relationships represent the estimated fair value of the underlying relationships with dataJAR customers and were valued using the multi-period excess earnings method. Developed technology represents the estimated fair value of the dataJAR software and was valued using the relief from royalty method.

Pro forma results of operations for this acquisition were not presented as the effects were not material to our financial results.

ZecOps

On November 16, 2022, the Company completed its acquisition of ZecOps, a leader in mobile detection and response, for total purchase consideration of $44.5 million. In connection therewith, $7.2 million of cash consideration was held back in an escrow fund as partial security for post-closing indemnification claims. During the second quarter of 2024, the Company released $3.6 million of the escrowed amount. The remaining escrowed amount will be released on or about March 1, 2025.

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 5. Goodwill and other intangible assets

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in thousands)
Goodwill, beginning of period	$	885,041	$	862,747	$	887,121	$	856,925
Measurement period adjustments	—		—		—		339
Foreign currency translation adjustment	363		5,162		(1,717)		10,645
Goodwill, end of period	$	885,404	$	867,909	$	885,404	$	867,909

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


	June 30, 2024
	Useful Life	Gross Carrying Value		Accumulated Amortization		Foreign Currency Translation		Net Carrying Value		Weighted‑ Average Remaining Useful Life
	(in thousands)
Trademarks	8 years	$	34,300	$	28,440	$	—	$	5,860	1.3 years
Customer relationships	5 ‑ 12 years	257,308		130,737		(1,923)		124,648		5.8 years
Developed technology	5 - 6.5 years	78,787		36,900		(5,469)		36,418		3.5 years
Non‑competes	3 years	1,349		742		(13)		594		1.3 years
Intellectual property	5 years	270		11		—		259		4.5 years
Total intangible assets		$	372,014	$	196,830	$	(7,405)	$	167,779


	December 31, 2023
	Useful Life	Gross Carrying Value		Accumulated Amortization		Foreign Currency Translation		Net Carrying Value		Weighted‑ Average Remaining Useful Life
	(in thousands)
Trademarks	3 - 8 years	$	34,700	$	26,630	$	(35)	$	8,035	1.8 years
Customer relationships	5 ‑ 12 years	257,308		119,396		(1,781)		136,131		6.2 years
Developed technology	5 - 6.5 years	84,647		36,235		(5,148)		43,264		3.9 years
Non‑competes	2.5 - 3 years	3,099		2,267		(172)		660		1.8 years
Order backlog	2.5 years	3,800		3,800		(199)		(199)		0.0 years
Total intangible assets		$	383,554	$	188,328	$	(7,335)	$	187,891

Amortization expense was $10.1 million and $10.6 million for the three months ended June 30, 2024 and 2023, respectively, and $20.3 million and $21.1 million for the six months ended June 30, 2024 and 2023, respectively.

There were no impairments to goodwill or intangible assets during the three and six months ended June 30, 2024 and 2023.

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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:


Leases	Balance Sheet Classification	June 30, 2024		December 31, 2023
		(in thousands)
Assets
Operating lease assets	Other assets	$	18,058	$	17,661

Liabilities
Operating lease liabilities - current	Accrued liabilities	$	4,730	$	5,766
Operating lease liabilities - non-current	Other liabilities	16,208		16,320
Total operating lease liabilities		$	20,938	$	22,086

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. In the second quarter of 2024, the Company entered into a contractual agreement with an unrelated party for hosting services, which includes a non-cancelable commitment of $30.4 million over the next five years.

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 material liabilities for contingencies as of June 30, 2024 or December 31, 2023.

Note 8. Debt

The following table summarizes the balances and availability of our 2026 Notes and 2024 Revolving Credit Facility:

Outstanding (1)

Unutilized Amount

Interest Rate

Maturity Date

June 30,
2024

December 31,
2023

June 30,
2024

December 31,
2023

June 30,
2024

December 31,
2023

(in thousands)

2026 Notes

368,248

366,999

N/A

0.125%

Sept. 1, 2026

2024 Revolving Credit Facility (3)

889

N/A

174,111

N/A

1.50%

(2)

N/A

May 3, 2029

(1) Represents the net carrying amount of our 2026 Notes and outstanding letters of credit under the 2024 Revolving Credit Facility.

(2) Represents the rate on the outstanding letters of credit under the 2024 Revolving Credit Facility.

(3) On May 3, 2024, the Company entered into the 2024 Credit Agreement to refinance the Company’s 2020 Revolving Credit Facility.

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

Table of Contents

JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $49.99 per share of common stock. As of June 30, 2024, 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:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in thousands)
Contractual interest expense	$	117	$	117	$	234	$	234
Amortization of issuance costs	628		623		1,255		1,245

The effective interest rate on the 2026 Notes was 0.81% for both the three and six months ended June 30, 2024 and 2023. See Note 3 for additional information on the Company’s 2026 Notes.

Credit Agreement

On May 3, 2024, the Company entered into the 2024 Credit Agreement to refinance the Company’s 2020 Revolving Credit Facility. The 2024 Credit Agreement provides for the 2024 Revolving Credit Facility of $175.0 million, which may be increased or decreased under specific circumstances, with a $40.0 million letter of credit sublimit and a $50.0 million alternative currency sublimit. In addition, the 2024 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 2024 Credit Agreement is subject to a springing maturity date on or after June 2, 2026 in the event of certain conditions as defined in the 2024 Credit Agreement. The 2024 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 June 30, 2024. As of June 30, 2024, debt issuance costs related to the 2024 Credit Agreement of $1.8 million were included in other assets in the condensed consolidated balance sheet.

The interest rates applicable to revolving borrowings under the 2024 Credit Agreement are, at the Company’s option, either (i) for ABR Loans, a base rate, which is equal to the greater of (a) the Prime Rate, (b) the NYFRB Rate plus 0.5%, and (c) the Term SOFR Rate for a one month interest period plus 1%, subject to a 1% floor, (ii) for Term Benchmark Loans a benchmark rate, which is equal to the Term SOFR Rate, the EURIBOR Rate, the TIBOR Rate, the Term CORRA Rate, or the AUD Screen Rate, as applicable, subject to a 0% floor, or (iii) for RFR Loans, the Daily Simple RFR, subject to a 0% floor, plus in the case of each of clauses (i), (ii), and (iii) the Applicable Rate (each term as defined in the 2024 Credit Agreement). The Applicable Rate (i) for ABR Loans range from 0.50% to 1.25% per annum and (ii) Term Benchmark Loans and RFR Loans range from 1.50% to 2.25% per annum, in each case, based on the Senior Secured Net Leverage Ratio (each term as defined in the 2024 Credit Agreement). Base rate borrowings may only be made in dollars. The Company pays a commitment fee during the term of the 2024 Credit Agreement ranging from 0.25% to 0.40% per annum of the average daily undrawn portion of the revolving commitments based on the Senior Secured Net Leverage Ratio.

Note 9. Stock-based compensation

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

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in thousands)
Cost of revenue:
Subscription	$	2,983	$	2,715	$	5,611	$	4,982
Services	451		323		863		632
Sales and marketing	8,285		9,076		14,674		16,575
Research and development	6,969		6,401		12,400		11,434
General and administrative	7,595		11,668		13,314		16,110
	$	26,283	$	30,183	$	46,862	$	49,733

Equity Incentive Plans

Return Target Options

The table below summarizes return target option activity for the six months ended June 30, 2024:


	Options	Weighted‑ Average Exercise Price		Weighted‑ Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2023	2,594,622	$	6.61	4.3	$	29,697
Exercised	(102,763)	6.01			1,285
Outstanding, June 30, 2024	2,491,859	$	6.64	3.9	$	24,571
Options exercisable at June 30, 2024	2,491,859	$	6.64	3.9	$	24,571
Vested or expected to vest at June 30, 2024	2,491,859	$	6.64	3.9	$	24,571

Service-Based Options

The table below summarizes the service-based option activity for the six months ended June 30, 2024:


	Options	Weighted‑ Average Exercise Price		Weighted‑ Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2023	1,048,885	$	5.54	3.2	$	13,129
Exercised	(200,875)	5.67			2,828
Outstanding, June 30, 2024	848,010	$	5.51	3.1	$	9,317
Options exercisable at June 30, 2024	848,010	$	5.51	3.1	$	9,317
Vested or expected to vest at June 30, 2024	848,010	$	5.51	3.1	$	9,317

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Restricted Stock Units

RSU activity for the six months ended June 30, 2024 was as follows:


	Units	Weighted-Average Grant Date Fair Value (per share)
Outstanding, December 31, 2023	10,551,679	$	24.49
Granted	4,984,772	17.72
Vested	(2,015,812)	25.08
Forfeited	(788,420)	24.61
Outstanding, June 30, 2024	12,732,219	$	21.74

RSUs under the 2020 Plan generally vest ratably on an annual basis over four years. There was $225.5 million of unrecognized compensation expense related to unvested RSUs that is expected to be recognized over a weighted-average period of 2.8 years as of June 30, 2024. The total fair value of RSUs vested during the six months ended June 30, 2024 was $50.6 million.

In connection with the Company’s former CEO Dean Hager’s Transition and Retirement Agreement, dated May 2, 2023, and his retirement effective September 1, 2023, the Company recognized $5.7 million of incremental stock-based compensation expense during the three months ended June 30, 2023 related to the modification of vested stock options and acceleration of expense of unvested RSUs through the retirement date.

Employee Stock Purchase Plan

As of June 30, 2024 and December 31, 2023, the Company withheld, at the employees’ request, $0.9 million and $1.0 million, respectively, of eligible employee compensation, which is included in accrued liabilities in the condensed consolidated balance sheets, for purchases of common stock under the 2021 ESPP.

As of June 30, 2024, 5,757,984 shares of common stock were reserved for future issuance under the 2021 ESPP. Activity under the 2021 ESPP for the six months ended June 30, 2024 was as follows:


Shares of common stock issued	209,047
Weighted-average purchase price per share	$	13.06
Total proceeds to the Company (in thousands)	$	2,729

The average grant date fair value for the offering period under the 2021 ESPP that commenced on May 1, 2024 was $5.06 per share. The Company used the following assumptions in the Black-Scholes option pricing model to estimate the fair value:


Expected term			0.5 years
Expected volatility			40.90%
Risk-free interest rate			5.43%
Expected dividend yield			—%

There was $0.6 million of unrecognized compensation expense related to the 2021 ESPP that is expected to be recognized over a period of four months as of June 30, 2024.

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 10. Net loss per share

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in thousands, except share and per share amounts)
Numerator:
Net loss	$	(19,262)	$	(36,199)	$	(39,786)	$	(60,399)
Denominator:
Weighted-average shares used to compute net loss per share, basic and diluted	127,911,770		124,382,767		127,603,390		123,905,072
Basic and diluted net loss per share	$	(0.15)	$	(0.29)	$	(0.31)	$	(0.49)

Basic net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period without consideration for potentially dilutive securities. Because we have reported a net loss for the three and six months ended June 30, 2024 and 2023, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share for those periods given that the potentially dilutive shares would have been anti-dilutive if included in the calculation.

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


	As of June 30,
	2024	2023
Stock options outstanding	3,339,869	4,080,717
Unvested restricted stock units	12,732,219	11,492,003
Shares related to the 2026 Notes	7,475,897	7,475,897
Shares committed under the 2021 ESPP	206,184	223,947
Total potentially dilutive securities	23,754,169	23,272,564

Note 11. Income taxes

The Company calculated the year-to-date income tax provision by applying the estimated annual effective tax rate to the year-to-date pre-tax income for each applicable jurisdiction and adjusted for discrete tax items in the period. The following table presents provision for income taxes:


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
	(in thousands, except percentages)
Loss before income tax provision	$	(17,896)		$	(35,093)		$	(37,377)		$	(58,696)
Income tax provision	(1,366)			(1,106)			(2,409)			(1,703)
Effective tax rate	(7.6)		%	(3.2)		%	(6.4)		%	(2.9)		%

For the periods presented, the difference between the statutory rate and the Company’s effective tax rate was primarily due to the valuation allowances on its U.S. and UK tax assets. The effective tax rate is also impacted by state taxes and earnings realized in foreign jurisdictions.

Note 12. Related party transactions

As of June 30, 2024, the Company had accrued $1.8 million related to JNGF pledges, of which $1.2 million was included in accrued liabilities and $0.6 million was included in other liabilities in the condensed consolidated balance sheet. As of December 31, 2023, the Company accrued $2.7 million related to JNGF pledges, of which $1.5 million was included in

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

accrued liabilities and $1.2 million was included in other liabilities in the condensed consolidated balance sheet. The Company may engage in transactions in the ordinary course of business with significant shareholders or other companies whose directors or officers may also serve as directors or officers for the Company. The Company carries out these transactions on customary terms.

Vista is a U.S.-based investment firm that controls the funds which previously owned a majority of the Company. Vista has sold a portion of its investment in the Company such that its funds no longer own a majority of the Company. However, Vista is deemed a related party in accordance with ASC 850 as it continues to be a principal owner of the Company. Other than the share repurchase disclosed in Note 2, there were no material transactions with Vista or its affiliates during the three and six months ended June 30, 2024 and 2023.

Note 13. Restructuring activities

On January 25, 2024, the Company announced a workforce reduction plan intended to reduce operating costs, improve operating margins, and continue advancing the Company’s ongoing commitment to profitable growth. The workforce reduction plan impacted approximately 6% of the Company’s full-time employees.

Restructuring charges incurred in connection with the workforce reduction plan during the three and six months ended June 30, 2024 were as follows:


	Three Months Ended June 30, 2024		Six Months Ended June 30, 2024
	(in thousands)
Cost of revenue:
Subscription	$	(3)	$	7
Sales and marketing	947		6,518
Research and development	(26)		708
General and administrative	61		809
	$	979	$	8,042

The table above does not include immaterial amounts related to leases recorded to restructuring charges during the three and six months ended June 30, 2024.

The workforce reduction plan was substantially complete by the end of the second quarter of 2024. The following table summarizes our restructuring liability included in accrued liabilities in the condensed consolidated balance sheet (in thousands):


Balance, December 31, 2023	$	351
Restructuring charges	8,042
Cash payments	(7,962)
Balance, June 30, 2024	$	431

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Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates, and financial results or our plans and objectives for future operations, growth initiatives, or strategies are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

•the impact of adverse general and industry-specific economic and market conditions and reductions in IT spending;

•the potential impact of customer dissatisfaction with Apple or other negative events affecting Apple services and devices, and failure of enterprises to adopt Apple products;

•the potentially adverse impact of changes in features and functionality by Apple and other third parties on our engineering focus or product development efforts;

•changes in our continued relationship with Apple;

•the fact that we are not party to any exclusive agreements or arrangements with Apple;

•our reliance, in part, on channel partners for the sale and distribution of our products;

•our ability to successfully develop new products or materially enhance current products through our research and development efforts;

•our ability to continue to attract new customers and maintain and expand our relationships with our current customers;

•our ability to correctly estimate market opportunity and forecast market growth;

•our ability to effectively manage our future growth;

•our dependence on one of our products for a substantial portion of our revenue;

•our ability to change our pricing models, if necessary, to compete successfully;

•the impact of delays or outages of our cloud services from any disruptions, capacity limitations, or interferences of third-party data centers that host our cloud services, including AWS;

•our ability to meet service-level commitments under our subscription agreements;

•our ability to maintain, enhance, and protect our brand;

•our ability to attract and retain highly qualified personnel and maintain our corporate culture, including as a result of our recent workforce reduction;

•the ability of Jamf Nation to thrive and grow as we expand our business and the potential impact of inaccurate, incomplete, or misleading content that is posted on Jamf Nation;

•our ability to offer high-quality support;

•risks and uncertainties associated with acquisitions, divestitures, and strategic investments;

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•our ability to predict and respond to rapidly evolving technological trends and our customers’ changing needs;

•our ability to effectively implement, use, and market artificial intelligence/machine learning technologies;

•our ability to compete with existing and new companies;

•risks associated with competitive challenges faced by our customers;

•the impact of our often long and unpredictable sales cycle;

•our ability to effectively expand and develop our sales and marketing capabilities;

•the risks associated with free trials and other inbound, lead-generation sales strategies;

•the risks associated with indemnity provisions in our contracts;

•risks associated with cybersecurity events;

•the impact of real or perceived errors, failures, or bugs in our products;

•the impact of general disruptions to data transmission;

•risks associated with stringent and changing privacy laws, regulations, and standards, and information security policies and contractual obligations related to data privacy and security;

•the risks associated with intellectual property infringement, misappropriation, or other claims;

•our reliance on third-party software and intellectual property licenses;

•our ability to obtain, protect, enforce, and maintain our intellectual property and proprietary rights;

•the risks associated with our use of open source software in our products;

•risks related to our indebtedness, including our ability to raise the funds necessary to settle conversions of our convertible senior notes, repurchase our convertible senior notes upon a fundamental change, or repay our convertible senior notes in cash at their maturity;

•risks related to regional instabilities and hostilities (including the impact of the wars in Israel and Eastern Europe, and heightened tensions between China and Taiwan and any escalation of the foregoing), government trade or similar regulatory actions, and other general political conditions globally and in the markets in which we do business; and

•other factors disclosed in the section entitled “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2023, as supplemented by our subsequent Quarterly Reports on Form 10-Q.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K and “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our subsequent Quarterly Reports on Form 10-Q. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-

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looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as otherwise required by law.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity, and cash flows of our company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and our consolidated financial statements and the related notes in our Annual Report on Form 10-K for the year ended December 31, 2023. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below, elsewhere in this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2023, and in our subsequent Quarterly Reports on Form 10-Q, particularly in the sections entitled “Risk Factors” and “Forward-Looking Statements.”

Overview

Jamf was founded in 2002, around the same time that Apple was leading an industry transformation. Apple transformed the way people access and utilize technology through its focus on creating a superior consumer experience. With the release of revolutionary products like the Mac, iPod, iPhone, iPad, Apple Watch, and Apple TV, Apple built one of the world’s most valuable brands and became ubiquitous in everyday life.

We have built our company through a primary focus on being the leading solution for Apple in the enterprise because we believe that due to Apple’s broad range of devices, combined with the changing demographics of today’s workforce and their strong preference for Apple, that Apple will become the number one device ecosystem in the enterprise by the end of this decade. We believe that the enterprise management provider that is best at Apple will one day be the enterprise leader, and that Jamf is best positioned for that leadership. Through our long-standing relationship with Apple, we have accumulated significant Apple technical experience and expertise that give us the ability to fully and quickly leverage and extend the capabilities of Apple products, operating systems, and services, while protecting devices with our differentiated Apple-first security solutions. This expertise enables us to fully support new innovations and operating system releases the moment they are made available by Apple. This focus has allowed us to create a best-in-class user experience in the enterprise.

We sell our SaaS solutions via a subscription model, through a direct sales force, online, and indirectly via our channel partners, including Apple. Our multi-dimensional go-to-market model and primarily cloud-deployed offering enable us to reach all organizations around the world, large and small, with our software solutions.

Key Factors Affecting Our Performance

Jamf Holding Corp. [JAMF] Filings
10-Q	[2024-08-07]
10-Q	[2024-05-08]
10-K	[2024-02-27]
10-Q	[2023-11-08]
10-Q	[2023-08-08]
10-Q	[2023-05-04]
10-K	[2023-03-01]
10-Q	[2022-11-09]
10-Q	[2022-08-04]
10-Q	[2022-05-10]
10-K	[2022-03-01]
10-Q	[2021-11-12]
10-Q	[2021-08-20]
S-1	[2021-06-07]
10-Q	[2021-05-11]
10-K	[2021-03-04]
S-1	[2020-11-16]
10-Q	[2020-11-12]
10-Q	[2020-09-02]
S-1	[2020-06-29]