JFrog Ltd

1. Organization and Description of Business

JFrog Ltd. (together with its subsidiaries, “JFrog”, or the “Company”) was incorporated under the laws of the State of Israel in 2008. JFrog provides an end-to-end, hybrid, universal Software Supply Chain Platform that enables organizations to continuously and securely create and deliver software updates across any system. This platform is the critical bridge between software development and deployment of that software, paving the way for modern software supply chain management and software release processes. The Company enables organizations to build and release software faster and more securely while empowering developers, security teams and machine learning operations teams to be more efficient. The Company’s solutions are designed to run on-premise, in public or private clouds, or in hybrid environments.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting, and include the accounts of JFrog Ltd. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements as of that date, but does not include all of the disclosures, including certain notes required by GAAP on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 15, 2024.

In management’s opinion, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of September 30, 2024, the Company’s consolidated results of operations and shareholders’ equity for the three and nine months ended September 30, 2024 and 2023, and cash flows for the nine months ended September 30, 2024 and 2023. The results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024 or any other future interim or annual period.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods and accompanying notes. Significant items subject to such estimates and assumptions include, but are not limited to, the allocation of transaction price among various performance obligations, the estimated benefit period of deferred contract acquisition costs, the allowance for credit losses, the fair value of acquired intangible assets and goodwill, the useful lives of acquired intangible assets and property and equipment, the incremental borrowing rate for operating leases, and the valuation of deferred tax assets and uncertain tax positions. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.

Significant Accounting Policies

The Company’s significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, 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 nine months ended September 30, 2024.

Interest and other income, net primarily consists of income earned on cash equivalents and short-term investments and foreign exchange gains and losses. Interest income was $5.8 million and $6.1 million for thethree months ended September 30, 2024 and 2023, respectively, and $20.1 million and $15.6 million for thenine months ended September 30, 2024 and 2023, respectively. Foreign exchange gains (losses) were not material for the periods presented.

Geographical Information

Revenue by geographical region can be found in Note 3, Revenue Recognition. The following table presents the Company’s long-lived assets by geographic region, which consist of property and equipment, net and operating lease right-of-use assets:

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standard Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. In addition, it provides new segment disclosure requirements for entities with a single reportable segment. The guidance will be effective for the Company for annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025. Early adoption is permitted. The Company is currently evaluating the impact on its financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which requires disaggregated information about the effective tax rate reconciliation as well as information on income taxes paid. The guidance will be effective for the Company for annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact on its financial statement disclosures.

3. Revenue Recognition

Disaggregation of Revenue

The following table presents revenue by category:

The following table summarizes revenue by region based on the shipping address of customers:

Contract Balances

Of the $221.3 million and $184.4 million of deferred revenue recorded as of June 30, 2024 and 2023, respectively, the Company recognized $88.1 million and $69.1 million as revenue during thethree months ended September 30, 2024 and 2023, respectively. Of the $214.1 million and $175.7 million of deferred revenue recorded as of December 31, 2023 and 2022, respectively, the Company recognized $182.7 million and $146.4 million as revenue during thenine months ended September 30, 2024 and 2023, respectively.

Remaining Performance Obligation

The Company’s remaining performance obligations represent contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that will be invoiced and recognized in future periods. As of September 30, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $346.1 million, which consists of billed considerationsof $244.2 million and unbilled consid erations of $101.9 million, that the Company expects to recognize as revenue. As of September 30, 2024, the Company expects to recognize 71% of its remaining performance obligations as revenue over the next 12 months, and the remainder thereafter.

Cost to Obtain a Contract

Amortization of deferred contract acquisition costs was $3.7 million and $2.7 million for thethree months ended September 30, 2024 and 2023, respectively, and $10.1 million and $7.3 million for thenine months ended September 30, 2024 and 2023, respectively.

Significant Customers

As of September 30, 2024, one customer accounted for approximately 11% of the Company’s accounts receivable. No single customer accounted for 10% or more of accounts receivable as of December 31, 2023. No single customer accounted for more than 10% of total revenue for the periods presented.

4. Short-Term Investments

Short-term investments consist of bank deposits and marketable securities. As of September 30, 2024 and December 31, 2023, bank deposits were $92.6 million and $81.1 million, respectively.

Marketable securities consistof the following:

The following table summarizes the Company’s marketable securities by contractual maturities:

The following tables present fair value and gross unrealized losses of the Company’s marketable securities that have been in a continuous loss position, aggregated by length of time:

As of September 30, 2024 and December 31, 2023, the unrealized losses related to marketable securities were determined to be not due to credit related losses. Therefore, the Company didnot recognize an allowance for credit losses. See Note 13, Accumulated Other Comprehensive Income (Loss), for the realized gains or losses from available-for-sale marketable securities that were reclassified out of accumulated other comprehensive income (loss) (“AOCI”) during the periods presented.

5. Fair Value Measurements

The following tables present information about the Company’s financial instruments that are measured at fair value on a recurring basis:

The Company classifies its money market fund within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company classifies its restricted cash, certificates of deposit, commercial paper, corporate debt securities, municipal securities, government and agency debt, and derivative financial instruments within Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. As of September 30, 2024 and December 31, 2023, the Company didnot have any assets or liabilities valued based on Level 3 valuations.

6. Derivative Financial Instruments and Hedging

The Company enters into foreign currency forward and option contracts with financial institutions to protect against foreign exchange risks, mainly the exposure to changes in the exchange rate of the New Israeli Shekel (“NIS”) against the U.S. dollar that are associated with forecasted future cash flows and certain existing assets and liabilities for up to twelve months. The Company’s primary objective in entering into these contracts is to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates. The Company does not use derivative instruments for trading or speculative purposes.

Notional Amount of Foreign Currency Contracts

The notional amounts of outstanding foreign currency contracts in U.S. dollar as of the periods presented were as follows:

Effect of Foreign Currency Contracts on the Condensed Consolidated Statements of Operations

Derivative instruments that hedge the exposure to variability in expected future cash flows are designated as cash flow hedges. The Company records changes in the fair value of these derivatives in AOCI in the Condensed Consolidated Balance Sheets, until the forecasted transaction occurs. Upon occurrence, the Company reclassifies the related gains or losses on the derivative to the same financial statement line item in the Condensed Consolidated Statements of Operations to which the derivative relates. In case the Company discontinues cash flow hedges, it records the related amount in interest and other income, net, on the Condensed Consolidated Statements of Operations. Derivative instruments that hedge the exposure to variability in the fair value of assets or liabilities are currently not designated as hedges for financial reporting purposes. The Company records changes in the fair value of these derivatives in interest and other income, net in the Condensed Consolidated Statements of Operations.

The gains (losses) on foreign currency contracts were presented on the Condensed Consolidated Statements of Operations as follows:

Effect of Foreign Currency Contracts on Accumulated Other Comprehensive Income

Net unrealized gains (losses) of foreign currency contracts designated as hedging instruments, net of tax, are recorded in AOCI. See Note 13, Accumulated Other Comprehensive Income (Loss), for the effect on other comprehensive income (loss) and the reclassification out of AOCI during the periods presented. All of net deferred losses in AOCI as of September 30, 2024 are expected to be recognized as cost of revenue or operating expenses in the same financial statement line item in the Condensed Consolidated Statements of Operations to which the derivative relates over the next twelve months.

7. Condensed Consolidated Balance Sheet Components

Property and Equipment, Net

Property and equipment, net consisted of the following:

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

8. Business Combination

On July 9, 2024, the Company acquired all outstanding shares of Qwak AI Ltd. (“Qwak”), a privately-held company based in Israel, which offers an end-to-end platform for deploying, monitoring, and managing machine learning models at scale. The acquisition is expected to enhance the Company’s machine learning model management capabilities, enabling users to streamline the machine learning model lifecycle from development to deployment.

The preliminary purchase consideration consisted of the following, subject to net working capital adjustments:

(1)The replacement restricted share units (“RSU”) had a total fair value of $8.9 million, of which $0.4 million attributable to pre-acquisition service was part of the purchase consideration. The remaining $8.5 million is recognized as share-based compensation expense over the vesting period of approximately 4 years.

The acquisition also included a holdback arrangement with certain employees of Qwak, totaling $17.0 million in cash and 754,360 of the Company’s ordinary shares with a fair value of $26.8 million. The consideration will vest inthree equal annual installments on the anniversary of the acquisition date. In addition, the Company agreed to pay retention bonuses of approximately $2.2 million to Qwak continuing employees over 2 years from the acquisition date. Both the vesting and payout of the holdback and the retention bonuses are subject to continued employment, and as a result, they are recognized as compensation expense over the requisite service periods.

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed, subject to subsequent adjustments as the Company may obtain additional information during the measurement period:

Goodwill is primarily attributable to expected synergies arising from expanded product and service offerings. Goodwill is not deductible for income tax purposes. The following table presents components ofthe identified intangible assets acquired and their estimated useful lives as of the date of acquisition:

The results of operations of Qwak have been included in the Company’s condensed consolidated financial statements since the date of the acquisition. Pro forma results of operations are not presented because the impact of the acquisition is not material to the Company’s condensed consolidated financial statements.

9. Goodwill and Intangible Assets, Net

Goodwill

The following table represents the changes to goodwill:

Intangible assets, net

Intangible assets consisted of the following as of September 30, 2024:

Intangible assets consisted of the following as of December 31, 2023:

Amortization expenses for intangible assets were $5.9 million and $3.0 million for thethree months ended September 30, 2024 and 2023, respectively, and $11.7 million and $8.9 million for thenine months ended September 30, 2024 and 2023, respectively.

The expected future amortization expenses by year related to the intangible assets as of September 30, 2024 are as follows:

10. Leases

The Company has entered into non-cancelable lease agreements for its offices with lease periods expiring at various dates through March 2028.

Components of operating lease expense were as follows:

Supplementary cash flow information related to operating leases was as follows:

As of September 30, 2024, the weighted-average discount rate is 3.5% and the weighted-average remaining term is 2.2 years. Maturities of the Company’s operating lease liabilities as of September 30, 2024 were as follows:

11. Commitments and Contingencies

Non-cancelable Purchase Obligations

In the normal course of business, the Company enters into non-cancelable purchase commitments with various parties mainly for hosting services, as well as software products and services. As of September 30, 2024, the Company had outstanding non-cancelable purchase obligations with a term of 12 months or longer as follows:

Indemnifications and Contingencies

The Company enters into indemnification provisions under certain agreements with other parties in the ordinary course of business. In its customer agreements, the Company has agreed to indemnify, defend and hold harmless the indemnified party for third party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party intellectual property infringement claims. For certain large or strategic customers, the Company has agreed to indemnify, defend and hold harmless the indemnified party for certain additional matters including but not limited to non-compliance with certain representations and warranties made by the Company.

Grants from Israeli Innovation Authority

The Company has received in the past grants from the Israeli Innovation Authority (“IIA”) and repaid them in full. Still, as any grant recipient, the Company is subject to the provisions of the Israeli Law for the Encouragement of Research, Development and Technological Innovation in the Industry and the regulations and guidelines thereunder (the “Innovation Law”). Pursuant to the Innovation Law, there are restrictions related to transferring intellectual property outside of Israel. Such transfer requires the approval from the IIA. The approval may be subject to a maximum additional payment amount of approximately $6.0 million. In the past, the Company received an approval from the IIA to perform a limited development of IIA funded know-how outside of Israel, subject to the terms specified in the IIA approval, including that all of its core R&D activities will remain in Israel.

Legal Proceedings

In the ordinary course of business, the Company may be subject from time to time to various proceedings, lawsuits, disputes, or claims. The Company investigates these claims as they arise. Although claims are inherently unpredictable, the Company is currently not aware of any matters that, if determined adversely to the Company, would individually or taken together, have a material adverse effect on its business, financial position, results of operations, or cash flows.

12. Shareholders’ Equity and Equity Incentive Plans

Equity Incentive Plans

Effective January 1, 2024, the number of ordinary shares authorized for issuance under the 2020 Equity Incentive Plan (the “2020 Plan”) automatically increased by 6,070,667 shares pursuant to the terms of the 2020 Plan.

Share Options

A summary of share option activity under the Company’s equity incentive plans and related information is as follows:

Restricted Share Units

A summary of RSU activity under the Company’s equity incentive plan and related information is as follows, including performance-based RSUs with market conditions:

The total release date fair value of RSUs was $103.3 million during thenine months ended September 30, 2024.

Employee Share Purchase Plan

Effective January 1, 2024, the number of ordinary shares authorized for issuance under the 2020 Employee Share Purchase Plan (“ESPP”) automatically increased by 1,061,148 shares pursuant to the terms of ESPP.

Shares Reserved for Future Issuance

The Company has the following ordinary shares reserved for future issuance:

Share-Based Compensation

The share-based compensation expense by line item in the accompanying Condensed Consolidated Statements of Operations is summarized as follows:

As of September 30, 2024, unrecognized share-based compensation cost related to unvested share-based compensation awards was $329.3 million, which is expected to be recognized over a weighted-average period of 2.8 years. Additionally, unrecognized share-based compensation cost related to the Qwak holdback arrangement was $24.8 million, which will be recognized over 2.8 years.

13. Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in AOCI by component, net of tax, during the periods presented:

14. Income Taxes (Benefit)

The Company’s quarterly tax provision and estimates of its annual effective tax rate are subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, tax law developments, non-deductible expenses, excess tax benefits from share-based compensation awards, and changes in its valuation allowance. Income tax expense (benefit) was $(1.3) million and $1.4 million for the three months ended September 30, 2024 and 2023, respectively, and $45 thousand and $4.5 million for the nine months ended September 30, 2024 and 2023, respectively. The income tax expense (benefit) for the periods consisted primarily of income taxes related to the Company’s operations in the United States. In addition, for the three and nine months ended September 30, 2024, income tax expense (benefit) included a discretetax benefit of $4.2 million in Israel attributable to the release of valuation allowance as a result of recognizing deferred tax liabilities associated with the Qwak acquisition.

A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. Based on the available objective evidence during nine months ended September 30, 2024, the Company believes it is more likely than not that the tax benefits of the Company’s losses incurred in Israel may not be realized.

Gross unrecognized tax benefits were $5.4 million as of September 30, 2024 and December 31, 2023. As of September 30, 2024, the Company does not expect its unrecognized tax benefits to change significantly within the next twelve months.

15. Net Loss Per Share

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

The potential shares of ordinary shares that were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive are as follows: