The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes included elsewhere in this Quarterly Report on Form
10-Q and our Annual Report on Form 10-K for the year ended December 31, 2019
filed with the SEC. In addition to historical financial information, the
following discussion contains forward-looking statements that reflect our plans,
estimates and beliefs. Our actual results could differ materially from those
contained in or implied by any forward-looking statements. Factors that could
cause or contribute to these differences include those discussed below and
elsewhere in this Quarterly Report on Form 10-Q, particularly in "Special Note
Regarding Forward-Looking Statements" and "Risk Factors." The forward-looking
statements included in this Quarterly Report on Form 10-Q are made only as

of
the date hereof.



Overview



Mobile and cloud computing are the catalysts for modern work and the digital
workplace. Mobile empowers employees to make better decisions and take faster
actions because the information and tools they need to do their jobs are always
available from anywhere. Cloud is transforming IT, Security and DevOps and has
accelerated how the developer ecosystem builds and rolls out innovative services
enabling unparalleled user experience.



However, this comes with new risks. The traditional, locked-down,
perimeter-based approach to security no longer applies to mobile endpoints and
cloud services that operate outside the corporate network. Data no longer
resides behind the firewall on locked-down PCs and servers, and so it cannot be
secured by legacy firewall-based solutions. Instead, data is spread across a
wide variety of modern endpoints including Android, iOS, macOS, Chrome OS and
Windows 10, as well as cloud services such as Box, Concur, Microsoft Office 365,
Netsuite, Salesforce, Workday and custom cloud applications that are hosted on
cloud infrastructure providers like AWS or on-premise.



This shift to mobile and cloud technologies introduces three main challenges that CIOs and CISOs need to address to realize their secure digital workplace:

1. Drive business innovation by allowing employees to securely use mobile, cloud,

services and on-premises apps from any device, anywhere;

2. Enforce corporate security without impacting the user experience;

3. Redefine enterprise security strategies to address a perimeter-less


    environment.



To solve these challenges, many organizations are in the early stages of investigating a zero trust security framework for their enterprise. Zero trust assumes that bad actors are already in the network and secure access is determined by a "never trust, always verify" approach.

MobileIron is an established player in the zero trust market, and a leader in
mobile-centric, zero trust solutions that go beyond traditional approaches to
security by utilizing a more comprehensive set of attributes to grant secure
access. MobileIron products and services validate the device, establish user
context, check application authorization, verify the network, and detect and
mitigate threats before granting secure access to a device or user. We believe
traditional identity-based and gateway approaches to zero trust fall short
because they provide only limited visibility into devices, applications, and
threats.



We are redefining how customers build a secure foundation in a perimeter-less
world. Our security platform is built on the foundation of unified endpoint
management (UEM) with additional zero trust capabilities including zero sign-on
(ZSO), multifactor authentication (MFA), and mobile threat defense (MTD).
Together these products and services create a more seamless mobile experience by
automating access control decisions across users, endpoints, operating systems,
clouds, networks, threats, and vulnerabilities so that only trusted resources
can access corporate data.



Our customers can deploy MobileIron solutions as either cloud services or
on-premise software. They have historically been able to choose to purchase our
on-premise software priced as a subscription or perpetual license. However, we
announced the discontinuation of sales of on-premise software priced as a
perpetual license effective

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beginning the third quarter of 2020. We target midsize and large enterprises
around the world across a broad range of industries including financial
services, government, healthcare, legal, manufacturing, professional services,
retail, technology, and telecommunications.



We sell a significant portion of our products through our channel partners,
including resellers, service providers and system integrators. Our sales force
develops sales opportunities and works closely with our channel partners to sell
our solutions. We have a high touch sales force focused on large organizations,
inside sales teams focused on mid-sized enterprises and sales teams that work
with service providers that focus on smaller businesses. We prioritize our
internal sales and marketing efforts on large organizations because we believe
that they represent the largest potential opportunity.



Our total revenue in the three and nine months ended September 30, 2020 was
$50.0 million and $158.6 million, compared to $52.2 million and $151.1 million
in the three and nine months ended September 30, 2019, representing a decrease
of 4% and an increase of 5%, respectively.



Revenue from cloud services, licenses and software support and services
represented 42%, 13% and 45% of total revenue, respectively, in the three months
ended September 30, 2020, and 34%, 23% and 43% of total revenue, respectively,
in the three months ended September 30, 2019. Revenue from cloud services,
licenses and software support and services represented 37%, 21% and 42% of total
revenue, respectively, in the nine months ended September 30, 2020, and 32%, 24%
and 44% of total revenue, respectively, in the nine months ended September 30,
2019. Revenue from recurring sources, which includes revenue from the license
component of on-premise term subscriptions, cloud services, and software support
on perpetual and on-premise term licenses, was 95% and 86% of total revenue in
the three and nine months ended September 30, 2020, respectively, compared to
86% and 85% of total revenue in the three and nine months ended September 30,
2019, respectively. Cloud services and on-premise subscription revenue have
increased as a percentage of our total revenue over the long-term. After the
second quarter of 2020, we discontinued the perpetual license pricing model and,
consequently, we expect to generate nearly all of our revenue from recurring
sources in the future, as we did in the three months ended September 30, 2020,
with cloud services accounting for an increasing proportion of that recurring
revenue.

Our cloud services revenue in the three months ended September 30, 2020 and 2019
was $20.9 million and $17.6 million, respectively, representing an increase of
19%. Our cloud services revenue in the nine months ended September 30, 2020 and
2019 was $59.1 million and $49.2 million, respectively, representing an increase
of 20%. This growth reflects our customers' preference to purchase cloud
services and contributions from MobileIron Threat Detection and Access. When we
sell our cloud solutions on a subscription basis, we typically offer 12 months
or longer terms and bill in advance.



Our license revenue in the three months ended September 30, 2020 and 2019 was
$6.5 million and $12.2 million, respectively, representing a decrease of 47%.
Our license revenue in the nine months ended September 30, 2020 and 2019 was
$32.6 million and $35.8 million, respectively, representing a decrease of 9%.
The decrease in license revenue in the three and nine months ended September 30,
2020 was primarily due to the discontinuation of sales of perpetual licenses.
Over time, demand for our perpetual licenses decreased and we announced in the
first quarter of 2020 that we would be discontinuing that pricing model at the
end of our second quarter of 2020. As a result of that announcement, the three
months ended June 30, 2020 benefitted from perpetual license sales that would
have otherwise closed in future quarters. In the third quarter of 2020, however,
perpetual license revenue was minimal. In future quarters, license revenue will
be generated primarily from sales of on-premise subscriptions which do not
generate as much up-front license revenue as perpetual licenses.



Our software support and services revenue in the three months ended September
30, 2020 and 2019 was $22.6 million and $22.4 million, respectively. Our
software support and services revenue in the nine months ended September 30,
2020 and 2019 was $67.0 million and $66.2 million, respectively, representing an
increase of 1%. Software support and services revenue includes support of
perpetual license customers, the support component of on-premise subscriptions,
and professional services. The growth rate of software support and services
revenue has primarily been dependent on growth in our installed base of
customers that purchase perpetual licenses or on-premises subscriptions,
renewals of on-premises subscriptions and software support on perpetual
licenses, and purchases of professional services

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as part of our solutions. The discontinuation of sales of perpetual licenses
eliminates the sale of new perpetual licenses with accompanying support as a
software support and services growth factor in the future.



Our Annual Recurring Revenue (or "Total ARR") at September 30, 2020 was $191.5
million compared to $174.3 million at September 30, 2019, representing a growth
rate of 10%. Total ARR is defined as the annualized value of all recurring
revenue contracts active at the end of a reporting period. See "Key Metrics and
Non-GAAP Financial Information" for more information about ARR.



We believe that our market opportunity is large, and sales to customers outside
of the United States will remain a significant opportunity for future growth. In
the nine months ended September 30, 2020, 57% of our total revenue was generated
from customers located outside of the United States and for both the full years
of 2019 and 2018, 58% of our total revenue was generated from customers located
outside of the United States. The international revenue was primarily generated
from customers located in Europe. International market trends that may affect
sales of our products and services include heightened concerns and legal
requirements relating to data security and privacy, the importance of execution
on our international channel partner strategy, the importance of recruiting and
retaining sufficient international personnel, the effect of exchange rates, and
political and financial market instability.



In April 2020, we acquired all of the issued and outstanding capital stock of
incapptic, a privately-held German software company, for $5.9 million. Our
unified endpoint management platform integrates with the incapptic software to
help customers develop, deploy and secure in-house business applications, a
natural extension of our product portfolio.



Since 2016, we have focused on driving more efficiency in our business. However,
we have continued to incur net losses. We incurred net losses of $37.4 million,
$48.8 million and $43.1 million in the nine months ended September 30, 2020, and
the full years 2019 and 2018, respectively. As a result of this, we do not
expect to be profitable for the foreseeable future under our current operating
plan. Future profitability is primarily dependent on revenue growth, which may
be challenging for a number of reasons including continued mix shift towards
cloud subscription licensing, increasing and entrenched competition, product
features, changes in our pricing model, the amount of revenue we generate from
sales of partner solutions that bear royalties, our ability to continue to
develop and evolve our products, any failure to capitalize on market
opportunities, and the ability of our sales organization to retain its key
employees and leadership team. Future profitability is also dependent on our
ability to drive efficiencies into the business and to manage our expenses,
which continue to be impacted by stock-based compensation charges from RSU and
PSU grants and stock-settled bonuses. We will also need to increase operating
efficiency, which may be challenging given our operational complexity.



In the first quarter of 2020, the United States and other countries began
shelter-in-place mandates and began to close many businesses as a result of the
COVID-19 virus. The World Health Organization characterized COVID-19 as a
pandemic and the President of the United States declared the COVID-19 outbreak a
national emergency. Since then, the COVID-19 pandemic has rapidly spread across
the globe and has already resulted in significant volatility, uncertainty and
economic disruption. The future impact of the pandemic and any resulting
economic impact are largely unknown and rapidly evolving.



While we are closely monitoring the situation, it is difficult at this time to
predict the impact that COVID-19 will continue to have on our business,
financial position and operating results in future periods due to numerous
uncertainties. As a result of COVID-19, we have seen a reduction in expense due
to travel and marketing event restrictions and the limited use of our office
facilities. We expect spending in these areas to mostly continue to run below
historical norms until national and local authorities have issued updated
guidance and regulations, and our employees, customers and partners have
confidence that the pandemic has been contained. Our future financial position
is likely to be negatively impacted by the loss of current customers or
prospects, delays in existing customer renewals or new customer purchases,
limitation in our ability to expand or upsell within our existing customer base,
pricing pressure, or by our customers' inability to pay amounts owed to us.
While we cannot predict the amount of the future financial impact from COVID-19,
shelter-in-place mandates across the world have disrupted certain of our ARR
growth drivers as the priorities of the IT leaders of our customers and
prospective customers have shifted. As a result of those and other priority
changes, as well as the economic toll that COVID-19 has had and we expect will
continue to have on our customers, we have seen and expect to continue to see a
negative impact on our ARR and revenue, which may increase net losses, until the
pandemic

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is contained and likely for an unknown period of time thereafter. Because of our
IT infrastructure and the nature of our business, our employees have generally
been able to work remotely and productively despite the shelter-in-place
requirements, but future productivity and the effects of COVID-19 on our
operations is unknown at this time.



On September 26, 2020, we entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Ivanti, Inc., a Delaware corporation ("Parent"), and
Oahu Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of
Parent. The consummation of the merger pursuant to the Merger Agreement is
subject to certain closing conditions, including approval by our stockholders.
See Note 1 in Notes to the Consolidated Financial Statements for additional
information about the Merger Agreement.



Critical Accounting Policies



Our consolidated financial statements and accompanying notes are prepared in
accordance with U.S. GAAP. Preparing consolidated financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue, and expenses. These estimates and assumptions are
affected by management's application of accounting policies. Actual results
could differ from those estimates.



Revenue Recognition



We derive revenue from software-related arrangements consisting of perpetual
software licenses, post-contract customer support for such licenses, or PCS or
software support, including when and if available updates, and professional
services such as consulting and training services. We also offer our software as
term-based licenses and cloud-based arrangements.

Our contracts with customers often include promises to transfer multiple
products and services to a customer. Determining whether products and services
are considered distinct performance obligations that should be accounted for
separately versus together may require significant judgment.

Judgment is also required to determine the stand-alone selling price ("SSP") for
each distinct performance obligation. We use a single amount to estimate SSP for
items that are not sold separately, including on-premises licenses sold with
software support. We use a range of amounts to estimate SSP when we sell our
products and services separately and need to determine whether there is a
discount that needs to be allocated based on the relative SSP of the various
products and services.

We typically have more than one SSP for individual products and services due to
the stratification of those products and services by customers and
circumstances. In these instances, we may use information such as the size of
the customer in determining the SSP.

Our products are sometimes sold with a right of refund which we have to consider when estimating the amount of revenue to recognize.

Commissions



Current accounting principles require us to defer commission costs and amortize
them in a manner consistent with how we recognize revenue. Key judgments that
impact our commission expense include estimating our customer life and the
determination of the impairment of commission assets we deem to be
unrecoverable.



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Goodwill and Intangible Assets


We record the excess of the acquisition purchase price over the fair value of
the tangible and identifiable intangible assets acquired as goodwill. We perform
an impairment test of our goodwill in the third quarter of our fiscal year, or
more frequently if indicators of potential impairment arise. We have a single
reporting unit and consequently evaluate goodwill for impairment based on an
evaluation of the fair value of the Company as a whole. We observed no
impairment indicators in 2020. In our impairment test completed in the third
quarter of 2020, we observed that the fair value of the Company as a whole is
substantially in excess of its carrying value, including goodwill.



We record purchased intangible assets at their respective estimated fair values
at the date of acquisition. Purchased intangible assets are being amortized
using the straight-line method over their estimated useful lives, which range
from three to five years. We evaluate the remaining useful lives of intangible
assets on a periodic basis to determine whether events or circumstances warrant
a revision to the remaining estimated amortization period.



Stock-Based Compensation



Stock-based compensation costs related to restricted stock and stock options
granted to employees are measured at the date of grant based on the estimated
fair value of the award, net of estimated forfeitures. We estimate the grant
date fair value, and the resulting stock-based compensation expense, using the
Black-Scholes option-pricing model. For stock awards, we recognize compensation
costs on a straight-line basis over the requisite service period of the award,
which is generally the vesting term of four years.



We estimate the fair value of the rights to acquire stock under our ESPP using
the Black-Scholes option pricing formula. Our ESPP typically provides for
consecutive 24 month offering periods, consisting of four tranches. We recognize
compensation expense on an accelerated-graded basis over the employee's
requisite service period. We account for the fair value of restricted stock
units, or RSUs, and, beginning 2020, performance stock units, or PSUs, using the
closing market price of our common stock on the date of grant. RSUs granted to
existing employees typically vest ratably on a quarterly basis over four years.
RSUs granted to new employees typically vest one-fourth after one year and
ratably on a quarterly basis over the following three years. Based on
achievement relative to certain company metrics, one-fourth of PSUs vest in the
first quarter of the year after grant and the remaining PSUs vest ratably on a
quarterly basis over the following three years. We recognize compensation
expense for RSUs on a straight-line basis over the employee's requisite service
period. We recognize compensation expense for PSUs on an accelerated-graded
basis over the employee's requisite service period and the expense may be
adjusted each quarter based on our forecast of the Company's performance
relative to the metrics that determine the number of PSUs that will vest.

In 2019 and prior years, stock-based compensation expense associated with our
annual stock-settled bonus program was recognized on a straight-line basis over
the required service period and the expense is evaluated each quarter based on
our forecast of the Company's performance relative to the metrics that determine
the bonus pool. The Merger Agreement imposes certain pre-closing restrictions on
our activities, one of which precludes settlement of our 2020 Bonus Plans in
unrestricted common stock. Consequently, we have classified the 2020 Bonus Plan
expense as bonus expense rather than stock-based compensation expense in the
three and nine months ended September 30, 2020. The expense methodology
otherwise remains the same as in 2019 and prior years. In September 2020,
following the completion of negotiations among the parties regarding the
material terms of the Merger Agreement (including the price of $7.05 per share),
the Compensation Committee of our board of directors split the 2020 Bonus Plans
into Nine-Month Plans, covering January 1, 2020 to September 30, 2020, and
Three-Month Plans, covering October 1, 2020 to December 31, 2020. In the case of
the Three-Month Plans and the Nine-Month Plans, the level of achievement will be
determined by the Company based on the application of the metrics and terms
previously adopted by the Company, but with a minimum payout of 100% of target
under each plan.



Income Taxes



We account for income taxes in accordance with ASC Topic 740, Income Taxes,
under which deferred tax liabilities and assets are recognized for the expected
future tax consequences of temporary differences between financial statement
carrying amounts and the tax basis of assets and liabilities and net operating
loss and tax credit carryforwards. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized.

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We currently have a full valuation allowance against our U.S. net deferred tax
assets, which was $117.7 million as of December 31, 2019. We continue to monitor
the relative weight of positive and negative evidence of future profitability in
relevant jurisdictions. The allowance will be released if evidence indicates
that it becomes more likely than not that the tax asset may be utilized.

Recent Accounting Pronouncements





For discussion of recent accounting pronouncements, see "Summary of Significant
Accounting Policies" under Note 1 "Description of Business and Significant
Accounting Policies" included in Item 1, "Financial Statements" of Part I of
this Quarterly Report on Form 10-Q.



Key Metrics and Non-GAAP Financial Information





To supplement our financial results presented on a U.S. GAAP basis, we provide
investors with certain non-GAAP financial measures, including non-GAAP gross
profit, non-GAAP gross margin, non-GAAP operating income (loss), non-GAAP
operating margin, non-GAAP net income (loss), non-GAAP net income (loss) per
share and free cash flow. These non-GAAP financial measures exclude stock-based
compensation, restructuring expense, and intangible asset amortization.



Stock-based compensation expenses





In our non-GAAP financial measures, we have excluded the effect of stock-based
compensation expenses. Stock-based compensation expenses will recur in future
periods in varying amounts.



2020 Bonus Plan expense



In our non-GAAP financial measures, we have excluded the effect of expense
associated with our 2020 Bonus Plans. The Merger Agreement imposes certain
pre-closing restrictions on our activities, one of which precludes settlement of
our 2020 Bonus Plans in unrestricted common stock. Consequently, we have
classified expense from the 2020 Bonus Plans as bonus expense rather than
stock-based compensation expense in the three and nine months ended September
30, 2020. We believe that excluding this expense from our non-GAAP financial
measures makes the 2020 periods presented more comparable since the 2019 periods
presented classify expense from our Bonus Plans as stock-based compensation

expense.



Restructuring expense


In our non-GAAP financial measures, we have excluded the effect of expenses associated with severance and other expenses related to reductions in our workforce and the exit of an office building. Restructuring expense may recur in the future; however, the timing and amounts are difficult to predict.

Intangible asset amortization

In our non-GAAP financial measures, we have excluded the effect of intangible asset amortization. Amortization of intangible assets can be significantly affected by the timing and size of acquisitions of companies or technology.



Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income (loss),
non-GAAP operating margin, non-GAAP net income (loss), and non-GAAP net income
(loss) per share



We believe that the exclusion of stock-based compensation expense, restructuring
expense, and intangible asset amortization from various gross profit, gross
margin, operating loss, operating margin, net loss, and net loss per share
provides useful measures for management and investors. Because stock-based
compensation, restructuring expense, and intangible asset amortization have been
and can continue to be inconsistent in amount from period to period, we believe
the inclusion of these items makes it difficult to compare periods and
understand the growth and performance of our business, on its own and in
comparison to other companies. The Merger Agreement contains a pre-closing

restriction

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from settling our Bonus Plans in unrestricted common stock which caused us to
change the classification of expense from our 2020 Bonus Plans from stock-based
compensation expense to bonus expense. Because bonus plans were historically
settled in unrestricted common stock, we classified the associated expense as
stock-based compensation expense in the comparable periods of 2019. In addition,
we evaluate our business performance and compensate management based in part on
these non-GAAP measures. There are limitations in using non-GAAP financial
measures because the non-GAAP financial measures are not prepared in accordance
with GAAP, may be different from non-GAAP financial measures used by our
competitors and exclude expenses that may have a material impact on our reported
financial results. Further, stock-based compensation expense has been and will
continue to be for the foreseeable future a significant recurring expense in our
business and an important part of the compensation provided to our employees.

Free Cash Flow



Our non-GAAP financial measures also include free cash flow, which we define as
cash provided by (used in) operating activities less the amount of property and
equipment purchased. Management believes that information regarding free cash
flow provides investors with an important perspective on the cash available to
invest in our business and fund ongoing operations. However, our calculation of
free cash flow may not be comparable to similar measures used by other
companies.



We believe these non-GAAP financial measures are helpful in understanding our
past financial performance and our future results. Our non-GAAP financial
measures are not meant to be considered in isolation or as a substitute for
comparable GAAP measures and should be read only in conjunction with our
consolidated financial statements prepared in accordance with GAAP. Our
management regularly uses our supplemental non-GAAP financial measures
internally to understand, manage and evaluate our business, and make operating
decisions. These non-GAAP measures are among the primary factors management uses
in planning for and forecasting future periods. Compensation of our executives
is based in part on the performance of our business relative to certain of

these
non-GAAP measures.


Non-GAAP financial measures for the three and nine months ended September 30, 2020 and 2019 were as follows (unaudited):






                                                        Three Months Ended         Nine Months Ended
                                                          September 30,             September 30,

(in thousands, except percentages and per share data)   2020         2019         2020          2019
Non-GAAP gross profit                                 $  39,573    $  42,794    $ 127,782    $  123,838
Non-GAAP gross margin                                      79.1 %       82.0 %       80.6 %        81.9 %
Non-GAAP operating income (loss)                      $ (3,857)    $     173    $ (2,261)    $ (10,327)
Non-GAAP operating margin                                 (7.7) %        0.3 %      (1.4) %       (6.8) %
Non-GAAP net loss                                     $ (4,202)    $   (191)    $ (3,589)    $ (10,675)
Non-GAAP loss per share                               $  (0.04)    $  (0.00)    $  (0.03)    $   (0.10)
Free cash flow                                        $   3,069    $ (6,197)    $   3,788    $  (3,649)




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Reconciliation of Non-GAAP Financial Measures

The following table reconciles the most directly comparable GAAP financial measure to each of the non-GAAP financial measures discussed above.






                                            Three Months Ended          Nine Months Ended
                                              September 30,               September 30,
                                             2020         2019          2020          2019
(in thousands, except percentages and
per share data)
Non-GAAP gross profit reconciliation:
Gross profit                              $   37,878    $  41,742    $  123,225    $  119,679
Add: Stock-based compensation expense           (57)        1,052         2,739         3,859
Add: Expense from 2020 Bonus Plans             1,657            -         1,657             -
Add: Amortization of intangible assets            95            -          

161             -
Add: Restructuring expense                         -            -             -           300
Non-GAAP gross profit                     $   39,573    $  42,794    $  127,782    $  123,838
Non-GAAP gross margin reconciliation:
GAAP gross margin: GAAP gross profit
over GAAP total revenue                         75.8 %       80.0 %        77.7 %        79.2 %
GAAP to non-GAAP gross margin
adjustments                                      3.3 %        2.0 %         2.9 %         2.7 %
Non-GAAP gross margin                           79.1 %       82.0 %        80.6 %        81.9 %
Non-GAAP operating income (loss)
reconciliation:
GAAP operating loss                       $ (15,927)    $ (7,839)    $ (36,113)    $ (40,544)
Add: Stock-based compensation expense          2,644        8,012        23,723        27,159
Add: Expense from 2020 Bonus Plans             9,248            -         9,248             -
Add: Amortization of intangible assets           178            -           302             -
Add: Restructuring expense                         -            -           579         3,058
Non-GAAP operating income (loss)
reconciliation:                           $  (3,857)    $     173    $  (2,261)    $ (10,327)
Non-GAAP operating margin
reconciliation:
GAAP operating margin: GAAP operating
loss over GAAP total revenue                  (31.9) %     (15.0) %      (22.8) %      (26.8) %
GAAP to non-GAAP operating margin
adjustments                                     24.2 %       15.3 %        21.4 %        20.0 %
Non-GAAP operating margin                      (7.7) %        0.3 %       (1.4) %       (6.8) %
Non-GAAP net loss reconciliation:
GAAP net loss                             $ (16,272)    $ (8,203)    $ (37,441)    $ (40,892)
Add: Stock-based compensation expense          2,644        8,012        23,723        27,159
Add: Expense from 2020 Bonus Plans             9,248            -         9,248             -
Add: Amortization of intangible assets           178            -           302             -
Add: Restructuring expense                         -            -           579         3,058
Non-GAAP net loss reconciliation:         $  (4,202)    $   (191)    $  (3,589)    $ (10,675)
Non-GAAP net loss per share
reconciliation:
GAAP net loss                             $   (0.14)    $  (0.07)    $   (0.32)    $   (0.37)

Add: Stock-based compensation expense           0.02         0.07          0.20          0.24
Add: Expense from 2020 Bonus Plans              0.08            -          0.08             -
Add: Amortization of intangible assets             -            -          

  -             -
Add: Restructuring expense                         -            -          0.01          0.03
Non-GAAP net loss per share               $   (0.04)    $  (0.00)    $   (0.03)    $   (0.10)
Free cash flow:
Net cash provided by operating
activities                                $    3,181    $ (5,746)    $    4,584    $  (2,416)
Purchase of property and equipment             (112)        (451)         (796)       (1,233)
Free cash flow                            $    3,069    $ (6,197)    $    3,788    $  (3,649)




Annual Recurring Revenue



We utilize the operating metric, total annual recurring revenue ("Total ARR"),
which is defined as the annualized value of all recurring revenue contracts
active at the end of a reporting period. Total ARR includes the annualized value
of subscriptions ("Subscription ARR") and the annualized value of software
support contracts related to perpetual licenses ("Perpetual license support
ARR") active at the end of a reporting period and does not include revenue
reported as perpetual license or professional services in our consolidated
statement of operations. We are monitoring these metrics because they align with
how our customers are increasingly purchasing our solutions and how we are
managing our business. These ARR measures should be viewed independently of
revenue, unearned revenue, and customer arrangements with termination rights as
ARR is an operating metric and is not intended to be combined with or replace
those items. ARR is not an indicator of future revenue and can be impacted by
contract start and end dates and renewal rates.



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ARR metrics as of September 30, 2020 and 2019 were as follows (unaudited):

September 30,

(in thousands, except percentages) 2020 2019 Total ARR

$ 191,529    $ 174,296
Year-over-year percentage increase           10 %         14 %
Subscription ARR                      $ 126,113    $ 108,559
Year-over-year percentage increase           16 %         23 %

Perpetual license support ARR $ 65,416 $ 65,737 Year-over-year percentage increase

            - %          1 %




Results of Operations



Revenue



Cloud Services



Cloud services include sales of cloud-based solutions that allow customers to
use hosted software over a contract period without taking possession of our
software and are typically provided on a subscription or usage basis. We
recognize revenue from cloud-based subscriptions ratably over the term of the
subscriptions or, if usage based, as the usage is billed.



License



License revenue consists primarily of revenue from on-premises perpetual
licenses and the license portion of on-premise subscriptions. From time to time,
we enter into multiple element arrangements with customers in which a customer
purchases our software with an appliance. Appliance revenue is also included in
license revenue and constituted less than 1% of total revenue for the three and
nine months ended September 30, 2020 and 2019.



Software support and services





Software support and services revenue consists of revenue from agreements to
provide software upgrades and updates, as well as technical support, to
customers with perpetual software licenses, on-premise subscriptions, and
professional services. Revenue from software support for both perpetual and
on-premise subscriptions is recognized ratably over the support or subscription
term. Revenue from professional services is recognized as work is performed.



Cost of Revenue



Cloud Services



Our cloud services cost of revenue consists of cloud service data center
operations expense, the portion of our global Customer Success organization (See
Software support and services below) associated with our cloud services
business, and third-party royalties. Cloud service data center operations
expenses primarily consist of personnel costs, stock-based compensation,
third-party hosting facilities, telecommunication and information technology
costs. We expect cloud services cost of revenue to increase if we continue to
increase sales of MobileIron Threat Defense or other royalty-bearing cloud
solutions and as we scale our data center operations team and infrastructure to
support our growing cloud business.



License



Our cost of license revenue consists of the cost of third-party software
royalties and appliances.



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Software support and services



Our software support and services cost of revenue consists of the portion of our
global Customer Success organization expenses associated with our software
support business and third-party royalties. Costs associated with our global
Customer Success organization include our customer support, professional
services, customer advocacy, and training teams. These costs consist of
personnel costs, stock-based compensation, depreciation, facilities and
information technology costs.



Gross Margin



Gross margin, or gross profit as a percentage of total revenue, is affected by
various factors, including mix between large and small customers, mix of
products sold, including our MobileIron Threat Defense which bears a royalty,
mix between perpetual, on-premises and cloud subscription licenses, timing of
revenue recognition and the extent to which we expand our global Customer
Success organization and data center operations, including costs associated with
third-party hosting facilities and stock-based compensation expense associated
with grants of equity awards. We expect our gross margins to decline somewhat
over the short term based on the factors described above.



Operating Expenses



Personnel costs are the most significant component of operating expenses and
consist of salaries, benefits, bonuses, stock-based compensation and, in sales
and marketing expense, sales commissions. While operating expenses, exclusive of
stock-based compensation expense, may fluctuate as a percentage of total revenue
from period to period, we expect them to decrease over the long term as a
percentage of total revenue. Stock-based compensation expense may fluctuate
depending on the size and timing of RSU and PSU grants and achievement under
stock-settled bonus plans.


Research and Development Expenses





Research and development costs are expensed as incurred. Research and
development expense consists primarily of personnel costs. Research and
development expense also includes costs associated with contractors and
consultants, equipment and software to support our development and quality
assurance teams, facilities and information technology. While our research and
development expense, exclusive of stock-based compensation expense, may
fluctuate as a percentage of total revenue from period to period, we expect it
to decrease as a percentage of total revenue over the long term.



Sales and Marketing Expenses



Sales and marketing expense consists primarily of personnel costs, including
sales commissions. Sales and marketing expense also includes costs associated
with third-party events, lead generation campaigns, promotional and other
marketing activities, as well as travel, equipment and software depreciation,
consulting, information technology and facilities. While our sales and marketing
expense, exclusive of stock-based compensation expense, may fluctuate as a
percentage of total revenue from period to period, we expect it to decrease as a
percentage of total revenue over the long term.



General and Administrative Expenses





General and administrative expense consists of personnel costs, travel,
information technology, facilities and professional services fees. General and
administrative personnel include our executive, finance, human resources and
legal organizations. Professional services fees consist primarily of legal,
accounting and consulting costs. While our general and administrative expense,
exclusive of stock-based compensation expense, may fluctuate as a percentage of
total revenue from period to period, we expect it to decrease as a percentage of
total revenue over the long term.



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Restructuring Expense



Restructuring expense consists of severance and other expenses related to
reductions in our workforce and the exit of an office building. Restructuring
expense may recur in the future; however, the timing and amounts are difficult
to predict.



Other Income (Expense)-Net



Other income (expense), net consists primarily of interest income earned on our
cash and cash equivalents and fixed income securities and the effect of exchange
rates on our foreign currency-denominated asset and liability balances and
foreign currency transactions. All translation adjustments are recorded as
foreign currency gains (losses) in the consolidated statements of operations.



Income Tax Expense



Income tax expense consists primarily of income taxes in foreign jurisdictions
in which we conduct business. Due to our history of losses, we maintain a full
valuation allowance for deferred tax assets including net operating loss
carryforwards, research and development tax credits, capitalized research and
development and other book versus tax differences.



Consolidated Results of Operations

The following tables summarize our results of operations for the periods presented and as a percentage of our total revenue for those periods. The period-to-period comparison of results is not necessarily indicative of results for future periods.

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