UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20172021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-38098
appn-20211231_g1.jpg
APPIAN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware54-1956084
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
Delaware
7950 Jones Branch Drive
McLean, VA
54-195608422102
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
11955 Democracy Drive, Suite 1700
Reston, VA
20190
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (703) 442-8844
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Class A Common Stock $0.0001 par value per shareAPPNThe Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes      No  

Indicate by checkmarkcheck mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐    No  ☒

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒    No  ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained here, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒




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”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filer☒   (Do not check if a smaller reporting company)Smaller reporting company
Emerging growth 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ☐    No  ☒

As of June 30, 2017,2021, the aggregate market value of the registrant’s voting Class A common stock and Class B common stock held by non-affiliates of the registrant was approximately $130,453,125$3,295.8 million and $187,610,252,$280.2 million, respectively, based on a closing price of $18.15$137.75 per share of the registrant’s Class A common stock as reported on The Nasdaq Global Market on June 30, 2017.2021. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.

As of February 12, 2018,14, 2022, there were 13,178,92740,735,605 shares of the registrant’s Class A common stock and 47,562,46431,497,796 shares of the registrant’s Class B common stock, each with a par value of $0.0001 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement for its 20182022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K.



Table of Contents



TABLE OF CONTENTS
Page
PART I.
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II.Page
PART I.
Item 1.5.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III.
PART III.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV.
Item 15.
Item 16.


i
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PART I

Forward-Looking Statements


This Annual Report on Form 10-K, including the sections entitled "Business," "Risk“Business,” “Risk Factors," and "Management's“Management's Discussion and Analysis of Financial Condition and Results of Operations," contains forward-looking statements that involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. Statements that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended.amended, or the Exchange Act. In some cases, youforward-looking statements can identify forward-looking statementsbe identified by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,” “potential,” “should,” “will,” or “would,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements include, but are not limited to, statements concerning the following:


our ability to effectively manage or sustain our growth and to achieve profitability;

ourOur market opportunity and the expansion of our core software markets in general;

theThe effects of increased competition as well as innovations by new and existing competitors in our market;
ourOur ability to adapt to technological change and effectively enhance, innovate, and scale our platform and professional services;

our expected use of proceeds;

ourOur ability to attracteffectively manage or sustain our growth and retain qualified employeesto achieve profitability;
Potential acquisitions and key personnelintegration of complementary businesses and further expand our overall headcount;technologies;
ourOur ability to maintain, or strengthen awareness of, our brand;
perceivedPerceived or actual problems with the integrity, reliability, quality, or compatibility of our platform, including unscheduled downtime or outages;

The anticipated expansion of the usage of partners to perform professional services;
potential acquisitionsUncertain impacts the COVID-19 pandemic, including the emergence of new variant strains of COVID-19, may have on our business, financial condition, results of operations, and integrationchanges in the overall level of complementary businessesspending and technologies;volatility in the global economy;
futureFuture revenue, hiring plans, expenses, capital expenditures, capital requirements, and stock performance;
Our ability to attract and retain qualified employees and key personnel and further expand our overall headcount;
The expected benefits to our clients and potential clients of our product and service offerings;
The timing of revenue recognition under license and cloud arrangements;
Our expectation that subscriptions revenue as a percentage of total revenue will continue to increase;
Our backlog of license, maintenance, cloud, and services agreements and the timing of future cash receipts from committed license and cloud arrangements;
Our expectation that cost of revenue, sales and marketing expenses, research and development expenses, and general and administrative expenses will continue to increase in absolute dollar values;
The fluctuation of subscriptions gross margin and professional services gross margin over time;
Our expectations regarding the impact of recent accounting pronouncements on our consolidated financial statements;
Our ability to stay abreast of new or modified laws and regulations that currently apply or become applicable to our business both in the United States and internationally;
ourOur ability to maintain, protect, and enhance our intellectual property; and
costsCosts associated with defending intellectual property infringement and other claims; andclaims.

the future trading prices of our Class A common stock and the impact of securities analysts’ reports on these prices.
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These statements represent the beliefs and assumptions of our management based on information currently available to us. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” included under Part I, Item 1A. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this report.



Risk Factors Summary

The risk factors summarized below could materially harm our business, operating results, and/or financial condition, impair our future prospects, and/or cause the price of our common stock to decline. These risks are discussed more fully in the section titled “Risk Factors”. Material risks that may affect our business, financial condition, results of operations, and trading price of our Class A common stock include, but are not necessarily limited to, the following:

Our recent growth may not be indicative of our future growth and, if we continue to grow, we may not be able to manage our growth effectively.
If we are unable to sustain our revenue growth rate, we may not achieve or maintain profitability in the future.
We may not be able to scale our business quickly enough to meet our customers’ growing needs, and if we are not able to grow efficiently, our operating results could be harmed.
We are dependent on a single product, and the lack of continued market acceptance of our platform could cause our operating results to suffer.
Market adoption of low-code platforms to drive digital transformation is new and unproven and may not grow as we expect, which may harm our business and prospects.
We currently face significant competition.
If our security measures are actually or perceived to have been breached or unauthorized access to our platform or customer data is otherwise obtained, our platform may be perceived as not being secure, customers may reduce the use of or stop using our platform, and we may incur significant liabilities.
We derive a material portion of our revenue from a limited number of customers, and the loss of one or more of these customers could adversely impact our business, results of operations, and financial condition.
We rely on the performance of highly skilled personnel, including senior management and our engineering, professional services, sales, and technology professionals.
If we do not continue to innovate and provide a platform that is useful to our customers, we may not remain competitive, and our revenue and operating results could suffer.
We are substantially dependent upon customer renewals, the addition of new customers, and the continued growth of our subscriptions revenue.
Because we generally recognize revenue from cloud subscriptions ratably over the term of the subscription agreement, near term changes in sales may not be reflected immediately in our operating results.
We rely upon Amazon Web Services, or AWS, to operate our cloud offering; any disruption of or interference with our use of AWS would adversely affect our business, results of operations, and financial condition.
We employ third-party licensed software for use in or with our software, and the inability to maintain these licenses or errors in the software we license could result in increased costs or reduced service levels, which would adversely affect our business.
If we do not or cannot maintain the compatibility of our platform with third-party applications that our customers use in their businesses, our revenue will decline.
Because our software could be used to collect and store personal information, domestic and international privacy concerns could result in additional costs and liabilities to us or inhibit sales of our software.
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If our platform fails to function in a manner that allows our customers to operate in compliance with regulations and/or industry standards, our revenue and operating results could be harmed.
We are subject to anti-corruption laws with respect to our domestic and international operations.
We are subject to governmental export and import controls and economic and trade sanctions that could impair our ability to conduct business in international markets and subject us to liability if we are not in compliance with applicable laws and regulations.
Any failure to protect our proprietary technology and intellectual property rights could substantially harm our business and operating results.
Portions of our platform utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
Our ability to use net operating losses to offset future taxable income may be subject to certain limitations.
The dual class structure of our common stock and the existing ownership of capital stock by Matthew Calkins, our founder and Chief Executive Officer, has the effect of concentrating voting control with Mr. Calkins for the foreseeable future, which will limit your ability to influence corporate matters.
Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management, and limit the market price of our Class A common stock.
The effects of national and global epidemics, including the ongoing COVID-19 pandemic, could have an adverse impact on our business, operations, and the markets and communities in which we operate.
Our stock price may be volatile, and you may lose some or all of your investment.
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Item 1. Business.

Overview

Appian Corporation (together with its subsidiaries, “Appian,” “the Company,” “we,” or “our”) provides a leading low-code software development platform as a service that enablesaccelerates the creation of high-impact business applications and workflows, enabling our customers to automate the most important aspects of their business. Global organizations use our applications to rapidly develop powerfulimprove customer experience, achieve operational excellence, and unique applications. simplify global risk management and compliance.

The applications created on our platform help companies drive digital transformationAppian Low-Code Platform unifies the key capabilities needed by enterprises to build mission-critical business applications: process mining, workflow, and competitive differentiation.
automation. With our platform, organizations can rapidly and easily discover, design, build and implementautomate powerful, enterprise-grade workflows and custom applications through our intuitive, visual interface with little or no coding required. Our customers have used workflows and applications built on our low-code platform to launch new business lines, automate vital employee workflows, manage complex trading platforms, accelerate drug development, and build global procurement systems. With our platform, decision makers can reimagine their products, services, processes, and customer interactions by removing much of the complexity and many of the challenges associated with traditional approaches to software development.

Organizations across all industries are digitally transforming—transforming by leveraging software to automate and optimize mission critical operations, enhance customer experiences, and drive competitive differentiation. Historically, organizations have principally relied on off-the-shelf packaged software and custom software solutions to operationalize and automate their businesses. Packaged software often fails to address unusualunique use cases or to enable differentiation anddifferentiation. It also requires organizations to conformadapt their individual processes, needs andbusiness (processes, systems of record, etc.) to standardized frameworks.the software package, as opposed to adapting the software to their unique business needs. While traditional custom software solutions can be differentiated and tailored to meet strategic objectives, development requires a long, iterative, and cumbersome process, as well as costly integration andthat relies on scarce developer talent.

We enable organizations to differentiate themselves from their competition through software-enabled digital transformation. Our low-code platform employs an intuitive, visual interface and pre-built development modules that reduce the time required to build powerful and unique applications. We believe that developing applications on our platform can be as simple as drawing a picture. Our platform automates the creation of forms, workflows, data flows, records,structures, reports, user interfaces, and other software elements that would otherwise need to be manually coded or configured.coded. This functionality greatly reduces the iterative development process, allowing for real-time application optimization and ultimately shortening the time from ideait takes to deployment. Further,design, build, and deploy applications. Our customers take advantage of our patented Self-Assembling Interface Layer,process mining, industry-leading workflow engine, dynamic case management, and complete automation capabilities, which include our rules engine, native Robotic Process Automation, or SAIL, technology ensuresRPA, native Intelligent Document Processing, or IDP, artificial intelligence, or AI, and Smart Services. Our customers can leverage these technologies to apply the right automation approach for their specific use case.

We believe our unified low-code platform is a differentiator in the marketplace. We strive to deeply integrate our capabilities so that applications developed onthey are all interoperable and low-code. The result is a unified platform that makes it easier and faster to address complex use cases, particularly those that involve multiple departments within an organization. Process mining enables customers to discover processes and identify those that can be optimized. We expect this to expand customers’ use of our platform can be immediatelyas they look to build, automate, and natively deployed across a full range of mobileoptimize such processes. We expect this new capability will allow us to upsell existing customers and desktop devices with no additional customization, including desktop web browsers, tablets and mobile phones. Updates to applications developed with SAIL disseminate automatically across device types to ensure that all users benefit from the most up-to-date functionality. At the same time, we unify enterprise data in a single searchable environment, providing organizations with a comprehensive view of customer, product, organizational asset and other critical information. Rich reporting dashboards capture detailed performance metrics, providing valuable business intelligence and analytics that enable business process optimization. Moreover, our platform can be deployed in the cloud, on-premises or using a hybrid approach, with organizations able to access the same functionality and data sources in all cases.accelerate deals.

Our go-to-market strategy consists of both direct sales and to a lesser extent, sales through strategic partners. We sell our software almost exclusively through subscriptions and intend to grow our revenue both by adding new customers and increasing the number of users at existing customers that use our applications or increasing the number of applications developed on our platform. As of December 31, 2017, we had 356 customers in a wide variety of industries, of which 285 customers were commercialStrategic partners work with organizations undergoing digital transformations projects and, 71 customers were government or non-commercial entities. Our customers include financial services, healthcare, government, telecommunications, media, energy, manufacturing and transportation organizations. As of December 31, 2017, 29% of our commercial customers were Global 2000 organizations and included 44 Fortune 500 companies. We determined relevant global financial services and healthcare companies by referencing certain independent industry data from S&P Global Market Intelligence. Customers receive all of the modules and functionality ofwhen these partners recognize an opportunity for our platform, with their initial subscription, which facilitates the seamless creation of new applications. they often introduce us to potential customers.

Many of our customers begin by building a single application and grow to build dozens of applications on our platform, which implicitly reduces the per-user cost of each application. Generally, the development of new applications results in the expansion of our user base within an organization and a corresponding increase in revenue to us because we charge subscription fees on a per-user basis for the significant majority of our customer contracts.or through non-user based single application licenses. Every additional application that an organization
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creates on our platform increases the value of our platform for that organization because it further integrates people, processprocesses, and data across the organization and facilitates knowledge sharing. At the same time, our industry-leading professional servicesCustomer Success organization enables our customers to more easily build and deploy applications on our platform to achieve their digital transformation goals.
We believe that we have a significant market opportunity in helping organizations accelerate their digital transformation by leveraging our low-code software development platform. Our current core software markets, which include the markets for low-code development platforms, case management software, business process management and platform-as-a-


service, are expected to represent a combined $23.6 billion market opportunity by 2018 and a combined $44.4 billion market opportunity in the near term. In addition to our current core software markets, we believe that our platform better meets certain of the needs that have been historically addressed by manually-developed custom enterprise software, which is expected to represent a $169 billion market in 2018. Further, based on the total number of global companies and government institutions in 2017 in relevant industries and our industry-specific average annual recurring revenue for customers as of December 31, 2017, we internally estimate our market opportunity to have been approximately $31 billion in 2017. See "—Our Opportunity" for additional information.
We have experienced strong revenue growth, with revenue of $176.7$369.3 million, $132.9$304.6 million, and $111.2$260.4 million in 2017, 20162021, 2020, and 2015,2019, respectively. Our subscriptions revenue was $263.7 million, $198.7 million, and $151.3 million in 2021, 2020, and 2019, respectively, and includes sales of our software-as-a-service, or SaaS, subscriptions, on-premises term license subscriptions, and maintenance and support. SaaS subscription revenue, which is also referred to as cloud subscription revenue, was $82.8$179.4 million, $60.0$129.2 million, and $41.5$95.0 million in 2017, 20162021, 2020, and 2015,2019, respectively, representing year-over-year growth rates of 38%39% from 20162020 to 20172021 and 45%36% from 20152019 to 2016.2020. Our professional services revenue, which is generated by our Customer Success organization, was $85.2$105.5 million, $63.0$105.9 million, and $58.0$109.1 million in 2017, 20162021, 2020, and 2015,2019, respectively. Over time, as the need for professionalimplementation services associated with user deployments decreases and the number of end users increases, we expect the mixsubscriptions revenue as a percentage of total revenue will continue to shift more toward subscription revenue.increase. Further, as the usage of partners expands, we expect the proportion of our total revenue from subscriptions to increase over time.

We have invested in developing our platform, expanding our sales and marketing and research and development capabilities, and providing general and administrative resources to support our growth. We intend to continue to invest in our business to take advantage of our market opportunity. As a result, we incurred net losses of $31.0$88.6 million, $12.5$33.5 million, and $7.0$50.7 million in 2017, 20162021, 2020, and 2015,2019, respectively. We also had operatingused cash flowsin operations of $(9.1)$53.9 million, $(7.8)$7.6 million, and $(2.1)$8.9 million in 2017, 20162021, 2020, and 2015,2019, respectively.

Recent Developments
In November 2017, we completed a secondary offering pursuant to which stockholders sold an aggregate of 4,370,000 shares of Class A common stock at a price of $20.25 per share, including 570,000 shares pursuant to
COVID-19

Beginning in late 2019 and continuing into 2022, the underwriters' option to purchase additional Class A shares. We did not receive any proceeds from the saleoutbreak of the sharesnovel coronavirus disease, or COVID-19, has resulted in the declaration of a global pandemic and adversely affected economic activity across virtually all sectors and industries on a local, national, and global scale. The impact of the COVID-19 pandemic on the economy and our business continues to be a dynamic situation.

Operationally, we remain focused on supporting our customers, employees, and communities during this time. We have responded quickly to adopt a virtual corporate strategy consisting of enabling most of our Class A common stock offeredemployees to work productively from home while continuing to guard the health and safety of our teams, support our customers, and mitigate risk. In the third quarter of 2021, we announced an option allowing for our employees to return to offices in the secondary offering.
Industryselect jurisdictions if they elect to do so. We remain focused on ensuring continuity for our customers, and Market Data
Information contained inwe continue to conduct business as usual, with necessary or advisable modifications to employee travel, employee work locations, and marketing events. Refer to Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K concerningfor further discussion regarding the impact of the COVID-19 pandemic on our industryfiscal year 2021 financial results.

Through December 31, 2021, we have not seen a meaningful adverse impact to our financial position, results of operations, and cash flows and liquidity as a result of COVID-19. While the market inverticals from which we operate, includinghave historically generated the majority of our general expectationsrevenue have been less impacted by COVID-19 to date, there may be impacts to our financial condition and market position, market opportunityresults of operations in 2022 and market size is based on information from various sources, including independent industry publications by Forrester Research Inc., or Forrester, Aite Group, LLC, or Aite, International Data Corporation, or IDC, Gartner, Inc., or Gartner,beyond as a result of reduced demand for our products and S&P Global Market Intelligence. In presenting this information, we have also made assumptions based on such dataservices and other similar sources, andlonger sales cycles. The ultimate impact of COVID-19 on our knowledge of,business is not estimable at this time and in our experience to date in, the markets for our services. This information involveswill be largely dependent upon a number of assumptionsfactors outside of our control including the extent and limitations, and you are cautioned not to give undue weight to such estimates. Although we have not independently verified the accuracy or completeness of any third-party information, we believe the market position, market opportunity and market size information included in this Annual Report is reliable. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.
The Forrester studies described herein, one of which was commissioned by us, represent data, research, opinions or viewpoints prepared by Forrester and are not representations of fact. We have been advised by Forrester that its studies speak as of their original date (and not asduration of the date of this Annual Report on Form 10-K) andoutbreak as well as any opinions expressed in the studies are subject to change without notice.
The Gartner report described in this Annual Report on Form 10-K represents data, research opinion or viewpoints published, as part of a syndicated subscription service,mitigating actions which may be undertaken by Gartner and are not representations of fact. The Gartner report speaks as of its original publication date, and not as of the date of this Annual Report,global governments and the opinions expressed in the Gartner report are subject to change without notice. Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartner’s research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.general public.
The S&P Global Market Intelligence data described herein represents proprietary data gathered by S&P Global Market Intelligence and is not a representation of fact. The S&P Global Market Intelligence data is as of February 2, 2017 (and not as of the date of this Annual Report on Form 10-K) and is subject to change without notice.


Industry Background
Software-enabled digital transformation. Organizations across industries are digitally transforming—leveraging software to automate and optimize mission critical operations, enhance customer experiences and drive competitive differentiation. Software has revolutionized mass transportation, drug development, business-customer interactions and operational management. Software has evolved from being a method for modernization to an opportunity for differentiation. Several key trends are fueling software-enabled digital transformation, including the rise of cloud computing and the Internet of Things and the proliferation of mobile devices. Decision makers are increasingly recognizing the need to capitalize on these trends, as 87% of Global 2000 executives planned digital transformation projects for 2017 and 47% of Global 2000 executives cited digital transformation as their highest corporate priority in 2017, according to a survey conducted by LTM Research, an industry research firm, which was commissioned by us.
Challenges to effective digital transformation. Historically, organizations have principally relied on packaged software and custom software solutions to operationalize and automate their businesses. However, these solutions are challenged in their ability to facilitate effective software-enabled digital transformation. More specifically:
Packaged software is inadequate. Packaged software, whether delivered in the cloud or on-premises, is a one-size-fits-all solution that performs industry-agnostic functions, such as customer relationship management or enterprise resource management, or serves specific industry verticals without organization-specific differentiation. Organizations are often unable to use packaged software to address unusual use cases and differentiate themselves and must conform their individual processes, needs and systems of record to standardized frameworks. Moreover, for both cross-industry and industry-specific software, the limited scope of functionality often forces organizations to adopt numerous point solutions that can be difficult to integrate.
Traditional custom software solutions are expensive and difficult to create. In contrast, traditional custom solutions are built to address particular organization-specific use cases.Although this allows organizations to better manage their operations and differentiate their businesses, traditional custom software solutions have historically been hampered by several limitations:
Traditional application development is a long and cumbersome process, requiring complex coding and an iterative feedback cycle. According to one example cited by Forrester, the coding of custom software took an estimated 2.7 years to complete, and therefore the output from a development project may not meet user needs and intentions even on the first day of deployment. In the same report, Forrester found that the use of low-code software development was six to 20 times faster than traditional software development. Further, traditional custom software projects require on-going maintenance and enhancement, without which the resulting software will not keep pace with future needs.
The proliferation in mobile devices and the competition among mobile device manufacturers means that device operating systems are continuously being updated, modified and customized for specific hardware configurations. This continual change means that traditional custom software needs to be updated continuously in order to remain relevant across an organization’s entire technology environment. Updating such custom software so that it can be used across devices adds another layer of complexity to the entire process.
The need for organizations to manage their operations utilizing all of these devices and environments necessitates costly integrations in an attempt to avoid creating information silos. Otherwise, organizations could not effectively share information across applications and processes, which would inhibit collaboration, effective analytics and real-time decision making.
Developer talent is scarce and hiring developers to create custom software is costly. According to an LTM Research survey of Global 2000 executives, which was commissioned by us, 79% of respondents said they were concerned that their digital transformation initiatives would be impacted by challenges in hiring and retaining skilled developers. Software developer costs can be greater than $100,000 per year, depending on location. Given its labor intensive nature, traditional custom software can be very expensive to design, implement and maintain.
Low-code software development platforms have emerged to address the limitations associated with packaged software and traditional custom software solutions. These low-code solutions seek to enable both professional software developers and business users to rapidly build organization-specific applications. However, many existing low-code platforms are either limited in functionality such that they do not support the development of enterprise-grade applications or continue to require significant manual coding, and therefore are not truly “low-code.”



Benefits of Our Platform

We enable organizations to stay ahead of change. We accelerate customers’ businesses by discovering, designing, and automating the workflows and processes to help them most differentiate themselvestheir products and services from their competition. The combination of workflow, automation, and process mining in a unified platform enables us to take customers from insight to action quickly and efficiently. Our platform has always delivered speed and agility, and our words are backed by our commitments. The Appian Guarantee delivers a customer’s first application project in 8 weeks with a flat service fee, and the
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Low-code Promise states customers can build apps at least 10x faster, reduce costs by 50%, and gain superior functionality as compared to traditional development. The result empowers organizations to stay ahead of change, outpace their competition, through software-enabledand drive meaningful digital transformation. With our platform, organizations can rapidly and easily design, build and implement powerful, enterprise-grade custom applications through our intuitive, visual interface, with little or no coding required. Our patented SAIL technology ensures that applications developed on our platform can be immediately and natively deployed across a full range of mobile and desktop devices with no additional customization, including desktop web browsers, tablets and mobile phones. We also enable organizations to easily modify and enhance applications and automatically disseminate these updates across device types to ensure that all users benefit from the most up-to-date functionality.

Key benefits of our platform include:
Rapid and simple innovation through our powerful platform. Our low-code platform employs an intuitive, visual interface and pre-built development modules that reduce the time required to build powerful and unique applications. Our platform automates the creation of forms, data flows, records, reports and other software elements that would otherwise need to be manually coded or configured. This functionality greatly reduces the iterative development process, allowing for real-time application optimization and ultimately shortening the time from idea to deployment. In turn, organizations can better leverage scarce and costly developer talent to accomplish more digital transformation objectives.

Powerful applications to solve critical and complex challenges.challenges.At the core of our platform is an advanced engine that enables the modeling, modification, and management of complex processes and business rules. Our heritage as a business process management, or BPM, company provides us with this differentiated understanding of complex processes, and we have incorporated that expertise into our platform to enable the development of powerful applications. Organizations have used our platform to launch new business lines, build large procurement systems, manage retail store layouts, conduct predictive maintenance on field equipment, optimize supply chain logistics, and manage trading platforms, among a range of other use cases. For example,
Rapid and simple innovation through our powerful platform. Our platform employs a low-code, intuitive, visual interface and pre-built development modules that reduce the Defense Information Systems Agencytime required to build powerful and unique applications. Our platform automates the creation of forms, workflows, data structures, reports, user interfaces, and other software elements that would otherwise need to be manually coded or configured. This functionality greatly reduces the U.S. federal government, or DISA, utilizes our platformiterative development process, allowing for real-time optimization and ultimately shortening the time it takes to manage its largedesign, build, and complex procurement organization, having processed nearly $3.5 billion worth of contract value on our platform since 2009.
deploy applications. In turn, organizations can better leverage scarce and costly developer talent to accomplish more digital transformation objectives.
CreateBuild once, deploy everywhere. Our patented SAIL technology allows developers to createbuild an application once and deployuse it everywhere with the consistency of experience and optimal performance levels that users expect. Applications developed on our platform can be immediately and natively deployed across a full range of mobile and desktop devices with no additional cost or customization, including desktop web browsers, tablets, and mobile phones.
We also enable organizations to easily modify and enhance applications and automatically disseminate these updates across device types to ensure all users benefit from the most up-to-date functionality.
Integrated process mining. Other low-code platforms do not offer process mining integrated into their platform but rather provide a standalone acquired product or have process mining available through a partnership as a standalone tool. Integrating it into our platform alongside workflow and automation delivers significant additional value by reducing the number of steps and time from insight to action. It can be applied to discover processes as well as to optimize existing ones.
Automate with one platform. Our complete automation capabilities allow companies to combine people, systems, and data in a seamless workflow to quickly deliver meaningful business impact. Our automation capabilities are not limited to one technology but to a set of unified, native technologies enabling customers to use the right one(s) for the job. Our low-code RPA automates the routine tasks across legacy and modern systems, increasing efficiency and providing even more value to the customer. Smart Services also automate common business activities, such as sending e-mail and generating documents. They are also drag-and-drop, more resilient than RPA, and do not require dedicated hardware. AI boosts business outcomes by making the applications intelligent, including intelligent document processing. Business rules allow for complex decision logic to free up people for other activities.
Seamless integration with existing systems and data. In contrast to typical enterprise software, our platform does not require that data to reside within it in order to enable robust data analysis andor cross-department and cross-application insight. Customers can access and orchestrate data from internal and external sources without needing to migrate data. This reduces data migration complexity and time to value. Our platform seamlessly integrates with many of the most popular enterprise software applications and data repositories and can be used within many legacy environments. For example, organizations frequently use our platform to extend the life and enhance the functionality of legacy systems of record, such as those used for enterprise resource planning, human capital management, and customer relationship management, by building new applications that enhance the functionality of those systems and by leveraging the data within those systems to further optimize and automate operations. We also integrate data without coding; however, since accessing data is only as good as the associated performance, we take the extra step of automatically performance-tuning data, saving time and resources.
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Deployment flexibility to serve customer needs. Our platform can be installedaccessed from Appian Cloud or self-managed in theany cloud on-premises or using a hybrid approach, with organizations able to access the same functionality and data sources in all cases.on-premises. Our flexible deployment model also preserves a seamless path to future cloud deployments for organizations initially choosing on-premises or hybrid approaches for their most sensitive workloads.
Industry-leading security. Our platform is designed to meet the highest demands of our U.S. federal government and large enterprise customers. Our cloud platformTherefore, it holds some of the highest security certifications from government agencies and industry organizations, including beingavailable. Our platform was one of the first low-code software companies to achieve Federal Risk and Authorization Management Program, or FedRAMP, compliance. Further, we were among the first RPA vendors to have its RPA cloud components FedRAMP certified. Finally, our low-code platform is one of the first to receive a Provisional Authorization at Impact Level 5, allowing our Department of Defense customers to build, deploy, and manage complex workflows with the security they need. Our platform is also meetscertified under the Payment Card Industry Data Security Standard, or PCI DSS, and meets all requirements under the United StatesHITRUST Common Security Framework, or CSF. To protect personal health information, our platform is U.S. Health Insurance Portability and Accountability Act, standard.or HIPAA, compliant and enables General Data Protection Regulation, or GDPR, compliance. Our controls are documented through our SOC 2 Type II report and ISO 27001/27017/27018 certifications, in which independent audit firms provide detailed reviews of Appian Cloud’s security, availability, and confidentiality controls. We also possess both a SOC 1 Type II report and a SOC 3 report, as well as regional certifications including UK G-Cloud, UK Cyber Essentials, and Spain’s Esquema Nacional de Seguridad (ENS).
Governance capabilities. We deliver the guardrails that CIOs of enterprise organizations need to have full visibility and control over their systems. Our strong governance capabilities enable us to excel in regulated markets such as financial services, public sector, and life sciences.
Open platform giving customers choice. We respect the technology decisions organizations have made and empower them to leverage their existing investments with us. For example, customers can leverage Appian RPA or orchestrate any third-party bot from a major RPA vendor within our platform. Working with the customer’s current information systems allows our customers to obtain value from their initial Appian deployments quickly before migrating additional workloads to our platform over time.
Access to Appian’s market. We host a robust AppMarket that partners and customers use and contribute to, enabling everyone to accelerate their application development. Organizations can select from hundreds of secure plug-ins, utilities, and more.

Our approach to digital transformation goes beyond simply enabling organizations to build custom applications fast. We empower decision makers to reimagine their products, services, processes, and customer interactions with software by removing much of the complexity and many of the challenges associated with traditional approaches to software development. Because we make application development easy, organizations can build specific and competitively differentiated functionality into applications to deliver enhanced user experiences and streamlined business operations.



Our Growth Strategy

Key elements of our growth strategy include:

Expand our customer base. As of December 31, 2017, we had 356 customersWe continue to grow our customer base in a wide variety of industries, including financial services, government, life sciences, insurance, manufacturing, energy, healthcare, government, telecommunications, media, energy, manufacturing and transportation. We believe that the market for our software developmentlow-code platform is still in its early stages, and that we have a significant opportunity to add additional large enterprise and government customers.
customers globally. We offer the Appian Community Edition, which is a free trial platform with guided learning for our prospects and customers to quickly access the Appian low-code platform for up to 25 users. Once prospects or customers decide to move forward from trial to transaction, they can transfer from Appian Community Edition over to a production environment with a seamless export, making it easy to do business and transact with Appian.
Grow through our differentiated land and expand model. Customers receive all of the modules and functionality of our platform with their initial subscription, which facilitates the seamless creation of new applications. Many of our customers begin by building a single application and grow to build dozens of applications on our platform, which implicitly reduces the per-user cost of each application. Generally, the development of new applications results in the expansion of our user base within an organization and a corresponding increase in revenue to us because we usually charge subscription fees on a per-user basis.basis or through non-user based single application licenses. Every additional application that an organization creates on our platform increases the value of our platform for that organization because it further integrates people, process, and data across the organization and facilitates knowledge sharing. Applications built on our platform may be used only on our
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platform while customers have active subscriptions, creating a substantial switching costsincentive for customers to moveavoid the difficulties and costs associated with moving to a different software platform. We believe that organizations will develop additional applications and add users to our platform as they continue to recognize these benefits.
Grow revenue from key industry verticals. While our platform is industry-agnostic, we have recently made, and plan to continue to make, investments to enhance the expertise of our sales and marketing organization within our key industry verticals of financial services, healthcaregovernment, and U.S. federal government.life sciences. In 2017,2021, we generated over 66%71% of our subscriptionsubscriptions revenue from customers in these verticals. We believe that focusing on the digital transformation needs of organizations within these industry verticals can help drive adoption of our platform.
Continue to innovate and enhance our platform. We have made, and will continue to make, investments in research and development to strengthen our platform and expand the number of features available to our customers. We typically offer multiple upgrades each year that allow our customers to benefit from ongoing innovation. Most recently, we expanded our offering to include Quick Apps, which enables non-professional developers to develop native web and mobile applications in minutes with no coding. In addition, our platform allows our customers to embed artificial intelligence, or AI, concepts into their business processes and to use our pre-built integrations to leading providers of AI services. Our platform also incorporates best practices in the field of data science into a tool for our customers to automate the training, deployment and management of AI predictive models. We are also collaborating with other companies to include cognitive computing and Robotic Process Automation capabilities on our platform, allowing the delivery of even more powerful and intelligent applications using an agile delivery capability. As we continue to increase the functionality of our platform and further reduce the amount of developer skill that is required to build robust applications on our platform, we believe that we have the potential to expand the use of our platform.
Offer industry solutions to accelerate customer usage. Our platform enables our customers to build applications quickly. To give our customers an even faster start, we and our partners offer pre-built solutions in our key industries. Every Appian solution is built on our platform so they are fully standardized, upgradeable, and compatible.
Expand our international footprint. Our platform is designed to be natively multi-lingualmultilingual to facilitate collaboration and address challenges in multi-nationalmultinational organizations. In 2017,2021, approximately 27%34% of our total revenue was generated from customers outside of the United States. Today,As of December 31, 2021, we operateoperated in 1113 countries and believe that we have a significant opportunity to continue to grow our international footprint. We are investing in new geographies, including through investment in direct and indirect sales channels, professional services and customer support, and implementation partners.
Grow our partner base. We have several strategic partnerships including with Deloitte, KPMG, Accenture, PwC, Infosys, Wipro, and PricewaterhouseCoopers.Deloitte. These partners work with organizations that are undergoing digital transformation projects and, are therefore able to refer potential customers to us. Whenwhen these partners recognize an opportunity for our platform, they often introduce us to potential customers. Additionally, they also leverage pre-built solutions using our platform, delivering us software license revenue. We intend to further grow our base of partners to provide broader customer coverage and solution delivery capabilities.

Industry and Market Data

Information contained in this Annual Report on Form 10-K concerning our industry and the market in which we operate, including our general expectations and market position, market opportunity, and market size is based on information from various sources, including independent industry publications by Forrester Research Inc., or Forrester, Gartner, Inc., or Gartner, and International Data Corporation, or IDC. In presenting this information, we have also made assumptions based on such data and other similar sources, and based on our knowledge of, and our experience to date in, the markets for our services. This information involves a number of assumptions and limitations, and we caution readers not to give undue weight to such estimates. Although we have not independently verified the accuracy or completeness of any third-party information, we believe the market position, market opportunity, and market size information included in this Annual Report on Form 10-K is reliable. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

The Gartner content described herein (the “Gartner Content”) represent(s) research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, and are not representations of fact. Gartner Content speaks as of its original publication date (and not as of the date of this 10-K), and the opinions expressed in the Gartner Content are subject to change without notice. Gartner and Magic Quadrant are registered trademarks and service marks of Gartner, Inc. and/or its affiliates and are used herein with permission. All rights reserved. Gartner does not endorse any vendor, product or service depicted in its research publications and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartner’s research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.

Our Opportunity

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We believe that we have a significant market opportunity in helping organizations accelerate their digital transformation by leveraging our low-code software development platform.
Current core software markets. We believe that our platform addresses several key core software markets, as follows:

Low-code. Low-Code. According to Forrester, the market forGartner, spending on low-code development platforms is expected to total $4.4 billion in 2018 andtechnologies (excluding RPA) is expected to grow from $9.6 billion in 2020 to $24.7 billion by 2025, at a 49% compound annual growth rate to $21.2 billion in 2022. We were included as a “Leader” in the Forrester Wave: Low-Code Development Platforms in 2017, which is an evaluationCAGR of current offering, strategy and market presence.
21%.1


Case management.Case management applications are designed to support complex processes that require a combination of human workflows and collaboration, electronic workflows, data management and processing of files and cases.Intelligent Process Automation. According to Aite,IDC, the market for case managementworldwide IPA software was expectedis forecasted to total $1.3grow from $16.9 billion in 20172020 to $42.4 billion by 2025, at a CAGR of 20%. The market for worldwide IPA software (excluding RPA and Process Mining) is forecasted to grow from $15.0 billion in 2020 to $31.6 billion by 2025, at a CAGR of 16%.2
Artificial Intelligence Software. According to a report by Forrester, the Global AI Software market (excluding AI maker platforms) is forecasted to grow from $12.5 billion in 2020 to $23.3 billion by 2025, at a CAGR of 13%.3
Robotic Process Automation. According to IDC, the market for RPA (Cloud) is expected to grow from $57 million in 2020 to $3.2 billion by 2025, at a 9% compound annual growth rate to $1.6 billion in 2019. We were included as a “Leader” based on the strengthCAGR of our current offering, our strategy and our market presence in the Forrester Wave: Dynamic Case Management in 2016.
123%.4
BPM. BPM applications are designed to support the optimization of business processes, including process identification, improvement implementation, and monitoring and analysis. Process Mining. According to Gartner, the market for Business Process Management SuitesMining is expected to total $3.0grow from $550 million in 2020 to $2.3 billion by 2025, at a CAGR of 33%.5

Taken together, the market opportunity of these current core software markets represents a combined $37.7 billion in 20182020 and is expected to grow to $85 billion by 2025, at a 7% compound annual growth rate to $3.7 billion in 2021 worldwide*. We were included as a "Leader" based on our ability to execute and the completenessCAGR of our vision in the Gartner Magic Quadrant for Intelligent Business Process Management Suites 2017.**
18%.
Application PaaS. Application platform as a service, or application PaaS, is a cloud service that provides the necessary infrastructure to enable the development, deployment and hosting of software applications. We believe that we are well positioned to capture a portion of the application platform-as-a-service, or application PaaS, market, which IDC estimated to reach $14.9 billion in 2018, and which is expected to grow at a 6% compound annual growth rate to $17.9 billion in 2021.

Taken together, these current core software markets were expected to represent a combined $23.6 billion market opportunity by 2018 and a combined $44.4 billion market opportunity in the near term.
Traditional custom enterprise software market.market.In addition to our current core software markets, we believe that our platform better meetsaddresses certain needs of the needsenterprise companies that have been historically addressed byused manually-developed custom software. According to Gartner, the worldwide enterprise application software which is expectedmarket (in constant currency terms) will grow from $273.4 billion in 2021 to represent$424.0 billion by 2025, at a $169 billion market in 2018, according to Forrester.
CAGR of 11.6%.6
Our internal estimate.estimate.Based on approximately 140,000195,000 global companies and government institutions in 2017 in relevant industries and revenue-based size segments andas well as our industry- and size-specific average annual recurring revenue for customers as of December 31, 2017,2021, we internally estimate our market opportunity to have been approximately $31$49.3 billion in 2017.2021. We determined relevant global companies and government institutions by industry and size by referencing certain independent industry data from S&P Global Market Intelligence. We calculated industry- and size-specific average annual recurring revenue as of December 31, 20172021 by adding the aggregate annual recurring revenue from all existing customers within each industry and size segment and dividing the total by the number of our existing customers in each industry and size segment.

1 Gartner, Forecast Analysis: Low-Code Deployment Technologies, 22 January 2022
2Worldwide Intelligent Process Automation Software Forecast, 2021-2025, Maureen Fleming, July 2021
3 The AI Software Market Will Grow to $37 Billion Globally by 2025, Forrester, December 10, 2020
4 Worldwide Intelligent Process Automation Software Forecast, 2021-2025, Maureen Fleming, July 2021
5 Gartner, Forecast Analysis: Process Mining, Worldwide, 26 October 2021
6 Gartner, Forecast: Enterprise Application Software, Worldwide, 2019-2025, 4Q21 Update, 21 December 2021
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Our Low-code Platform

appn-20211231_g2.jpg

With our low-code platform, organizations can rapidly and easily discover, design, build and implementautomate powerful, enterprise-grade custom applications through our intuitive, visual interface, with little or no coding required. We also enable organizations to easily modify and enhance applications and automatically disseminate these updates across device types to ensure that all users benefit from the most up-to-date functionality. Through the speed and power of our platform, organizations can make their digital transformations happen more effectively and efficiently than could be achieved through building an application with Java or other standard programming languages.

We believe the key elements of our technology infrastructure are as follows:

Unified Offering

Our heritage as a BPM company provides us with a differentiated understanding and ability to discover, design, and automate complex processes. We have incorporated that developing applications can be as simple as drawing a picture.expertise into our platform to enable the development of powerful business software.



Workflow







Sources: **Gartner, Magic Quadrant for Intelligent Business Process Management Suites, Rob Dunie et al, 24 October 2017 and *Gartner, Forecast: Enterprise Software Markets, Worldwide, 2014-2014, 4Q17 Update, Hai Hong Swinehart et al, 15 December 2017.



At the core of our platform is an advanced engine that enables the modeling, modification, and management of complex processesprocesses. Appian combines people, technologies, and data into a single workflow to maximize resources and improve business rules. Our heritageresults. Workflow can include any worker (people or digital workers) or any resource (data and system). Workflow serves as a BPM company provides us with this differentiated understanding of complex processes,the bridge between process mining and automation, and we have incorporatedbelieve starting with it at the core gives us an immediate competitive advantage.

Automation

Our complete automation capabilities allow companies to combine people, systems, and data in a seamless workflow to quickly deliver meaningful business impact. Our automation capabilities are not limited to one technology but to a set of unified, native technologies enabling customers to use the right one for the job.

Robotic Process Automation. Appian includes native software robots which can be used to execute simple repetitive tasks, reducing the human burden of that expertise intowork. These robots facilitate integration with legacy systems that do not offer modern APIs.
Intelligent Document Processing. Appian includes native IDP, which automatically extracts structured and unstructured data from digital forms such as invoices and classifies it using AI. The out-of-the-box application does not require the use of time consuming templates and continuously improves accuracy with AI that learns from human corrections.
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Artificial Intelligence. Appian includes a range of native and third party AI capabilities. These capabilities include native intelligent document processing as well as sentiment analysis, translation, and document and image analysis. Appian also allows customers to integrate with their preferred AI provider using our zero-code connectors.
Case Management. Appian dynamic case management enables automation of many of the most common patterns of collaborative human work such as service management, incident management, and investigations.
Business Rules. Appian includes a declarative environment for defining and executing business logic or rules. These rules can be highly complex and applied within the Appian platform to enablemany use cases, ranging from automated decision making to user experience personalization.

Process Mining

Appian Process Mining discovers how to reduce costs, increase efficiency, and optimize processes. Appian removes the single largest friction point in process mining, enabling customers to spend more time improving and automating workflows. Appian Process Mining features a no-code module that simplifies the preparation and transformation of enterprise data. Pre-built process packages with mapping and dashboards also accelerate process mining time-to-value.

Appian combines the power of process mining, workflow, and automation into a unified, low-code platform. Our platform has the complete automation capabilities to fuel enterprise-wide workflows and the ability to scale with an organization's growth through performance, governance, and security. Our complete automation offering is core to unlocking business results for organizations by bringing people, technologies, and data into a single workflow along with the development of powerful applications. The following graphic shows our architecture:speed to keep organizations agile.
We believe that the key elements of our technology infrastructure are as follows:
Web-Based Development Environment

The Appian design interface is a model-driven, web-based development environment for application creation, testing, deployment, and performance optimization. Appian design is a shared repository of all Appian components—interfaces,components (interfaces, process models, APIs, new component builders, and user collaboration modules—modules) and serves as an administration utilitiesutility for managing people, processes, and data.

The Appian design repository incorporates design and DevOps best practices and years of lessons learned from digital transformation initiatives. Common development operations tasks require just a few clicks and can be automated for hands-off deployment. Dramatic improvements in developer productivity can be achieved through user-friendly capabilities such as fast impact analysis of all changes;changes, auto-updating applications and components when data types change;change, and live views of interfaces under development.
Appian design
Our platform guides developers through the necessary steps to create the foundation elements of reusable interfaces, records, and business processes, while providing all the power that developers need to design, build, and implement enterprise systems at scale. The following graphic shows our process modeler.


Organizations have used our platform to launch new business lines, build large procurement systems, manage retail store layouts, conduct predictive maintenance on field equipment and manage trading platforms, among a range of other use cases. For example, the Defense Information Systems Agency utilizes our platform to manage its large and complex procurement organization, having processed over 150,000 contract negotiation correspondences and nearly $3.5 billion worth of contract value on our platform since 2009.
Our Patented SAIL Technology

SAIL is our patented technology that allows developers to create dynamic and responsive web and native-mobile user interfaces through a “create“build once, deploy everywhere” architecture. SAIL interfaces only need to be created once, and SAIL automatically assembles customer applications for optimal viewing on each device type, including desktop web browsers, tablets, and mobile phones, andas well as each device operating system, including iOS and different permutations of Android. SAIL leverages native functionality inherent across a myriad of devices and operating systems to ensure the consistency of experience and optimal performance levels that users expect. Updates to applications developed with SAIL are automatically disseminated across device types to ensure that all users benefit from the most up-to-date functionality. This approach enables enterprise mobility without the extensive time and resources that other development approaches require. The following graphic shows how our end-user interface appears across different devices.



We believe that SAIL provides a significant advantage over other platforms that both require extensive customization for various devices at the time of the creation of the new applications and on an on-going basis as mobile device manufacturers continue to update their software and capabilities. Further, in regulated industries, each traditional custom software application must generally undergo its own security assessment and accreditation process, while applications created with SAIL are designed

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User Interfaces for All

Our platform allows our customers to be compliant with stringent security and numerous rigorous regulatory requirements.
Unified Data
Appian Records is an advanced data management technology that allows end users to discover and unite enterprise data into a single searchable environment, providing a comprehensive view of an organization’s data. In contrast to typical enterprise software, our platform does not require that data reside within it in order to enable robust data analysis and cross-department and cross-application insight. Using standard database software and service connection frameworks, including APIs, our platform seamlessly integrates with many ofeasily build the most popular enterprise software applications and data repositories and can be used within many legacy environments. Users simplyuser experiences they need to assign a name to a given topicserve their employees and then decide which existing data sources within the enterprise they want to capture. Users can categorize important information by business topic, not just by where that information resides, thereby allowing organizations to unify their data and their processes and effectively access information buried in existing systems. For example, a Record for “Customer A” might bring together data from customer relationship management, accounting and customer support systems to give users a complete view of the customer in their organization. In addition to the benefits of having an immediate snapshot of all centralized data relating to the customer, product,customers best, including:

Unified employee or service request. Records also allows organizations to analyze the end-to-end journeys of any given person, entity or asset. Once the connections are established, users may navigate, analyze, collaborate and take action on data from our intuitive dashboards and interactive reports.
Unified End User Interfaces
interface.Our end user interfaces enable end users to discover data, collaborate with other end users, and participate in process actions. The end user experience begins with a news feed that allows end users to monitor key events from processes, systems, and other end users, providing a unified view of all applications and activity in one place. End users can collaborate with others, obtain status updates, send direct and secure messages, and create social tasks for other end users. Our activity stream is designed to be intuitive for end users familiar with popular consumer social interfaces, allowing them to instantly track important events and occurrences and collaborate with little to no training. We also enforce company security policies, so end users can confidently collaborate without fear of compromising regulatory compliance. Our end user interfaces solve the problem of information silos, allowing organizations to respond to constituent feedback in real time by uniting the right team with the right information.
At the same time, our platform provides transparency, visibility, and control across all of our applications through a dynamic and powerfully flexible tasking environment. We provide detailed tracking of all human process tasks on our platform, including when tasks have been assigned, addressed, and completed by any user. Business Activity Monitoring reports display real-time enterprise performance, bottleneck detection, and process optimization while scaling to millions of tasks.
Deployment FlexibilityCustomer experience.Appian Portals securely connects external users to apps without authentication. It allows users to quickly build public websites connected to their apps using low-code in a way that is easy to scale and manage.
Mobile. Automatic mobile experiences, including dynamic offline capabilities, enable workers to continue using their mobile applications even when offline.

Low-Code Data

Appian Low-Code Data is an advanced data management technology that allows end users to discover and unite enterprise data into a single searchable environment, providing a comprehensive view of an organization’s data. In contrast to typical enterprise software, our platform does not require data to reside within it in order to enable robust data analysis and cross-department and cross-application insight. Using standard database software and service connection frameworks, including APIs, our platform seamlessly integrates with many of the Cloud or On-Premises
Our platformmost popular enterprise software applications and data repositories and can be deployed in the cloud, on-premises or usingused within many legacy environments. Users simply need to assign a hybrid approach, with organizations ablename to access the same functionalitya given topic and decide which existing data sources inwithin the enterprise they want to capture. Appian Low-Code Data gives users an immediate snapshot of all cases. Our flexible deployment modelcentralized data relating to common business activities such as customer, product, employee, or service requests. Appian also enablesallows organizations not yet ready to move their most sensitive workloads toanalyze the cloud to deployend-to-end journeys of any given person, entity, or asset. Once the connections are established, users may navigate, analyze, collaborate, and take action on data from our platform in an on-premises or hybrid manner while preserving a path to potential future cloud deployments.intuitive dashboards and interactive reports.

Technology

We designed our platform to support large global enterprises and government organizations at scale, in the cloud on-premises and through a hybrid or private cloud approach.self-hosted. We designed,design, deploy, and manage our platform with the goal of it being a “joy to use” for both developers and users of applications.

Our customers build powerful and unique applications using our proprietary and patented SAIL technology, which we also use ourselves to develop features of our platform. We also employ cutting-edge React technology for building web and mobile user interfaces. We use third-party proprietary database and database language technology licensed from Kx Systems, Inc., or Kx, to power the high-performance in-memory database of our platform. Under our agreement with Kx, we are permitted to distribute Kx’s software as a component part of our software platform as well as to host Kx’s software on behalf of our customers through our cloud offering. Our agreement requires Kx to provide maintenance directly to us on the software we license as long as it provides maintenance to any other customers. We pay a variable license fee based on the number of applications built by our customers, subject to an overall cap on payment. We have paid Kx the overall license fee cap in each


of the last five years. We may maintain the contract as long as we pay maintenance fees. Kx may terminate the agreement if we materially breach the agreement, become insolvent, make an assignment for the benefit of creditors, or if a bankruptcy
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proceeding is initiated against us. Unless we fail to pay amounts due under the contract or violate certain of Kx’s intellectual property rights, Kx may not terminate the agreement until either it has successfully litigated a breach action or six months, whichever is earlier.

Our cloud offering is hosted by Amazon Web Services, or AWS, and is available in more than 3362 availability zones in eight countries. Data in our cloud offering is written simultaneously to multiple availability zones to protect against loss of customer data.21 geographic regions. Our software is also is able to run in the Microsoft Azure cloud as ofand the third quarter of 2017.Google Cloud Platform. Our enablement of the Microsoft Azure cloud and the Google Cloud Platform is consistent with our principle of platform neutrality.
Our platform can be deployed in the cloud, on-premises or using a hybrid approach, with organizations able to access the same functionality and data sources in all cases. Further, customers choosing to install our platform on-premises or using a hybrid approach can do so in a flexible manner.
We have also implemented a wide set of technical, physical, and personnel-based security controls designed to protect against the compromise of confidential data that belongsbelonging to both our customers and us.
Professional Services
Customer Success

Since inception, we have invested in our professional servicesCustomer Success organization to help ensure that customers are able to deploy and adopt our platform. More recently, we have expanded our professional services partner network to further support our customers. We believe our investment in professional services,customer success, as well as efforts by partners to build their practices around Appian, will drive increased adoption of our platform.

Our focus on customer success creates happy customers. Appian was named a Customers’ Choice in the 2021 Gartner Peer InsightsTM ‘Voice of the Customer’: Enterprise Low-Code Application Platforms. The report recognizes vendors that are highly rated by their customers through Gartner Peer Insights verified reviews. Appian was the sole Customers’ Choice for the Global Enterprise ($10B+), Large Enterprise ($1-10B), North America, and Finance categories.

When we first acquire a new customer, our professional services experts or our deployment partners’ professional services experts start the implementation process, which typically takes several weeks. Delivery specialistsprocess. Specialists facilitate deployment of our platform, and training personnel provide comprehensive support throughout the implementation process. Customers have access to our Appian Academy, which caters to a diverse rangetrains analysts and developers of different skill sets and roles within organizations and trains developers on our platform. We also provide instructor-led courses at our Reston, Virginia headquarters and certain of our other offices, as well as virtual classrooms for self-paced learning and on-site training at our customers’ offices.globally, delivered either virtually or in-person.

Once our customers have deployed and implemented our platform, our Appian Architects review our customers’ programs and applications to find potential issues and provide recommendations on best practice.practices. Our professional services teamteams also assistsassist customers by building applications on our platform for them.

Over time, we expect professional services revenue as a percentage of total revenue to continue to decline as we increasingly rely on strategic partners to help our customers deploy our software.

Customer Support

Our customer support personnel are trained engineers and designers who can work with customers on the front lines to address support issues. We provide emaile-mail and phone support withvia teams in the United States, the United Kingdom, and Australia. Developers can also find answers to their questions on the Appian Forum,Community, a community site that provides online customer support;support, real-time collaboration and networking;networking, a growing knowledge base of answers for common questions;questions, and live product webinars and training. The Appian ForumCommunity also includes documentation, methodologies, and reusable components for our platform. We have consistently been able to achieve at least a 98% customer satisfaction rating for our customer support organization, based on our surveys.

Our Customers

Our customers operate in a variety of industries, including financial services, government, education, technology, medialife sciences, insurance, manufacturing, energy, healthcare, telecommunications, and telecom, consumer, healthcare and industrials.transportation. As of December 31, 2017,2021, we had 356816 customers, in a wide variety of industries, of which 285635 customers were commercial and 71181 customers were government or non-commercial entities. Our customers include financial services, healthcare, government, telecommunications, media, energy, manufacturingGenerally, our sales team targets its efforts to organizations with over 2,000 employees and transportation organizations.$2 billion in annual revenue. Our number of customers paying us in excess of $1 million of annual recurring revenue has grown from 1955 at the end of 20162020 to 2475 at the end of 2017.2021. As of December 31, 2017, 29%2021, 25% of our commercial customers were Global 2000 organizations, and included 4468 of our customers were Fortune 500 companies. Generally, our sales force targets its efforts to organizations with over 2,000 employees and $2 billion in annual revenue. No single end-customer accounted for more than 10% of our total revenue in 2017, 20162021, 2020, or 2015. Some of our representative customers by sector include the following:2019.



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Human Capital Resources and Management

Employees, Culture, and EmployeesLabor Relations
We believe that fostering our
Our distinct culture of innovation is an important contributor to our success as a company. When we started Appian, we usedWe promote an inclusive environment where our employees can thrive every day and contribute their unique, diverse perspectives to debate about everything. It was second nature since half the founding team had been competitive debaters in college. Debate proved to be a great way to reach the best decisions. Bad ideas couldn’t survive; good ideas got better. We encourage everyone to speak up, but we also delegate every decision to a single person. So we can disagree, and we still reach firm resolutions.
We strive to hire the most talented individuals, from top universities and from industry, with an eye towards intelligence, passion and personal generosity. We place those individuals within small, agile teams to maximize their autonomy, creativity and collaboration. That may be why we’ve been named a top workplace by The Washington Post for four years running.
We started the business as a bootstrap, in the midst of a venture capital boom. We did it because we believe in self-reliance. Payinghelp create transformative solutions for our own expenses has made us stronger. A commitment to financial self-sufficiency is woven into our DNA.
Appian is an open, transparent, and data-rich environment because we run Appian on Appian software. We have approximately 100 applications internal to Appian that run on Appian including everything from cloud operations to pipeline management to free-food alerts. As our own best customer, we get to know our platform deeply, and we can improve it faster.
customers. Our culture was purposefully createdcultivated by our four founders, who are still heavily involved in operating theour business, including recruiting, interviewing, and educating all new employees at Appian. Our founders, ledLed by Matt Calkins, one of our founders and our Chief Executive Officer, we have intentionally grown our business organically focusing on developing a single solution—the Appian platform. We do soby employing a unified development team located in a single office in the Washington, D.C. metropolitan area to maximize the cohesion and simplicity of our platform and our company. When a client buys Appian software, they get a piece of Appian culture along with it.

As of December 31, 2017,2021, we had 705a total global workforce of 1,798 full-time employees, 1,334 of which were based in the United States and 154 full-time employees internationally. During 2017, we had a voluntary attrition rate of 11% among all employees of our company. We believe that this low voluntary attrition rate is a testament to our company culture.States. None of our U.S. employees are covered by collective bargaining agreements. We believe our employee relations are good, and we have not experienced any work stoppages. Additionally, we are subject to, and comply with, local labor law requirements in all countries in which we operate.



Talent Acquisition and Development


We have a robust talent acquisition program to attract, recruit, and retain new talent. We utilize an extensive campus recruiting program, provide for an employee referral program, offer opportunities for internal transfers, and offer competitive compensation and benefits programs. We also provide a variety of resources to help our employees grow in their current roles and build new skills, including access to Appian University, a system that houses Appian’s in-house learning and development solutions.

Inclusion and Diversity

We believe employee diversity and an inclusive environment are paramount to our continued success, as our individual styles of communication, management, and problem-solving enable us to learn from one another and discover creative solutions. We sponsor a number of affinity groups, initiated by employees, that aim to build stronger internal and external networks and partnerships, create a positive lasting impact through social and educational outreach and other activities, and create development opportunities for future leaders.

Our Competition

Our main competitors fall into three categories: (1) providers of low-code development platforms, such as salesforce.com and ServiceNow; (2) providers of business process management and case management software, such as IBM, OpenText, Oracle, Pegasystems and SAP; and (3) providers of custom software and customer software solutions that address, or are developed to address, some of the use cases that can be addressed by applications developed on our platform.platform; (2) providers of low-code development platforms, such as Microsoft, Salesforce.com, ServiceNow, OutSystems, and Mendix; and (3) providers of one or more automation technologies, including business process management, case management, process mining, and robotic process automation. Such providers include Pegasystems, Celonis, UiPath, IBM, ServiceNow, Microsoft, SAP, Bizagi, Oracle, and Nintex.

As our market grows, we expect that it will attract more highly specialized vendors as well as larger vendors that may continue to acquire or bundle their products more effectively. The principal competitive factors in our market include:
platform
Platform features, reliability, performance, and effectiveness;
easeEase of use and speed;
platformPlatform extensibility and ability to integrate with other technology infrastructures;
deploymentDeployment flexibility;
robustnessRobustness of professional services and customer support;
pricePrice and total cost of ownership;
strengthStrength of platform security and adherence to industry standards and certifications;
strengthStrength of sales and marketing efforts; and
brand
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Brand awareness and reputation.

We believe we generally compete favorably with our competitorspeer group with respect to the features, security, and performance of our platform, the ease of integration of our applications, and the relatively low total cost of ownership of our applications. However, many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, larger sales and marketing budgets, broader distribution, more diversified product lines, and larger and more mature intellectual property portfolios.
Backlog
Backlog represents future amounts to be invoiced and recognized under subscription agreements. As of December 31, 2017 and 2016, we had backlog of approximately $214 million and $167 million, respectively. Approximately 58% of our backlog as of December 31, 2017 is not expected to be filled in 2018.
We expect that the amount of backlog relative to the total value of our contracts will change from quarter to quarter and year to year for several reasons, including the specific timing and duration of large customer subscription agreements, the specific timing of customer renewals, changes in customer financial circumstances and foreign currency fluctuations.
We often sign multiple-year subscription agreements, the length in years of which may vary widely. Backlog may vary based on changes in the average non-cancellable term of subscription agreements. The change in backlog that results from changes in the average non-cancellable term of subscription agreements may not be an indicator of the likelihood of renewal or expected future revenue. Accordingly, we believe that fluctuations in backlog are not a reliable indicator of future revenue, and we do not utilize backlog as a key management metric internally.
Seasonality

We have historically experienced seasonality in terms of when we enter into agreements with customers. We typically enter into a significantly higher percentage of agreements with new customers, as well as renewal agreements with existing customers, in the fourth quarter and, to a lesser extent, the second quarter. The increase in customer agreements for the fourth quarter is attributable to large enterprise account buying patterns typical in the software industry. Furthermore, we usually enter into a significant portion of agreements with customers during the last month, and often the last two weeks, of each quarter. However, we recognize substantially allthe majority of our subscriptions revenue ratably over the terms of our subscriptionsubscriptions agreements, which are generally occurs over a one to five-year period.three years in length. As a result, a substantial portion of the subscriptions revenue that we report in each period will be derived from the recognition of deferred revenue relating to agreements entered into during previous periods. Consequently, a decline in new sales or renewals in any one period may not be immediately reflected in our revenue results for that period. This


However, this decline however, will negatively affect our revenue in future periods. Accordingly, the effect of significant downturns in sales, and market acceptance of our platform, and potential changes in our rate of renewals may not be fully reflected in our results of operations until future periods.
Financial Information About Segments
While we will continue to recognize the majority of our subscriptions revenue ratably over the terms of our subscription agreements, we may experience greater variability and Geographic Areas
We considerreduced comparability of our business activities to constitute a single segment.For information regarding ourquarterly revenue by geographic area and long-lived assets by geographic area, please refer to Note 12 in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. For financial information about our segment, please referresults due to the section entitled “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II and to our consolidated financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K. For information regarding risksupfront revenue recognition associated with our international operations, please refer to the section entitled “Risk Factors” in Item 1A of Part I in this Annual Report on Form 10-K.term license subscription agreements.

Sales and Marketing

Sales

Our sales organization is responsible for account acquisition and overall market development, which includes the management of themanaging relationships with our customers. We also sell our software through our strategic partners. While our platform is industry-agnostic, we have recently made, and plan to continue to make, investments to enhance the expertise of our sales organization within our core industry verticals of financial services, healthcaregovernment, and government.life sciences. We also expect to continue to grow our sales headcount in all of our principal markets and expand our presence into countries where we currently do not have a direct sales presence. We also intend to further grow our base of partners to provide broader customer coverage and solution delivery capabilities.

Marketing

Our marketing efforts focus on building our brand reputation and increasing market awareness of our platform. Marketing activities include sponsorship of, and attendance at, trade shows and conferences;conferences, our annual Appian World event;event, social media, advertising and advertising programs;other digital programs, management of our corporate web sitewebsite and partner portal;portal, press outreach;outreach, and customer relations. In response to the COVID-19 pandemic, we reduced the number of in-person marketing events, including shifting Appian World to virtual-only in 2020 and 2021.
Research
Partner Strategy

We have a strong and Development
growing ecosystem of partners that helps accelerate our customers’ digital transformation initiatives and deliver customer value at scale. Our engineering department is responsible for design, development, testingworkflow, broader automation, and release of our platform. Our engineering team closely coordinatesdiscovery capabilities paired with our executive management, which is responsible for creating a vision forpartners’ industry and functional domain experience help companies digitally transform their business. Partners also help us to offer industry-focused solutions as we help companies drive new approaches in engaging their end users and employees.

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We have many strategic partnerships around the world including with companies such as KPMG, Accenture, PwC, Infosys, Wipro, and Deloitte. These partners refer software subscription customers to us and generally perform professional services with respect to any new service contracts they originate, increasing our platform, and withsubscriptions revenue without any change to our professional services revenue. As we expand the network of strategic partners, we expect professional services revenue to decline as a percentage of total revenue over time since our strategic partners may perform professional services associated with software subscriptions we sell.

We are also growing our network of regional and channel partners to further expand our business into traditional and new markets. These partners provide delivery services, sales teams, which relay customer demands and possible new use cases or enhancements. Our development efforts focus on the critical areas of our platform, including infrastructure, ease-of-usemarketing capabilities, and flexibility, end-user experience and ability to integrate with other enterprise systems. Research and development expense totaled $34.8 million, $23.0 million and $16.8 million for 2017, 2016 and 2015, respectively.contract fulfillment.

Intellectual Property

Our success depends in part upon our ability to protect our core technology and intellectual property. We rely on patents, trademarks, copyrights, and trade secret laws, confidentiality procedures, and employee disclosure and invention assignment agreements to protect our intellectual property rights.

As of December 31, 2017,2021, we had six granted patents, two issuedallowed patents, relatingand four patents pending related to our SAIL technologyplatform and two patent applications pending in the United States relating to our platform. Bothits technology. None of our issued patents expire inbefore 2034. We cannot assure youprovide complete assurance that any of our patent applications will result in the issuance of a patent or that the examination process will not require us to narrow our claims. Any patents thatwe may issuebe issued may be contested, circumvented, found unenforceable, or invalidated, and we may not be able to prevent third parties from infringing them. We also license software from third parties for integration into our products, including open source software and other software available on commercially reasonable terms.
We control access to and use of our proprietary software and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, end-customersend customers, and partners, and our software is protected by U.S. and international copyright and trade secret laws. Despite

Facilities

As of December 31, 2021, we leased our efforts to protect our trade secretsheadquarters office in McLean, Virginia and proprietary rights through intellectual property rights, licenses, and confidentiality agreements, unauthorized parties may still copy or otherwise obtain and use our software and technology. In addition, we intend to expand our international operations, and effective patent, copyright, trademark, and trade secret protection may not be available or may be limited in foreign countries.


Facilities
We have offices in four U.S. cities and 11six cities outside the United States. In addition to our leased offices, we occupied three flexible workspaces outside of the United States. In 2021, as part of our response to the COVID-19 pandemic, we reduced the number of offices we occupied as we shifted to largely remote work. Our headquarters are located in Reston, Virginia.use of flexible workspaces is dependent upon our current business needs. We believe that our current facilities are adequate to meet our ongoing needs, and that, ifincluding substantial rights to expand within certain properties we lease. If we require additional space in the future, we believe we will be able to obtain additional facilities on commercially reasonable terms.

Corporate Information
Appian Corporation was incorporated under the laws of the State of Delaware in August 1999.
Our principal executive offices are located at 11955 Democracy Drive, Suite 1700, Reston, Virginia 20190. Our telephone number is (703) 442-8844. We completed our initial public offering in May 2017 and our Class A common stock is listed on Thethe Nasdaq Global Market under the symbol "APPN"“APPN”.

Our current principal executive offices are located at 7950 Jones Branch Drive, McLean, Virginia 22102, and our telephone number is (703) 442-8844.

“Appian”, the Appian logo, and other trademarks or service marks of Appian Corporation appearing in this Annual Report on Form 10-K are the property of Appian Corporation. This AnnulAnnual Report on Form10-KForm 10-K contains additional trade names, trademarks, and service marks of others, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this Annual Report on Form 10-K may appear withoutexclude the ® or TM symbols.

Available Information

Our website address is www.appian.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act are made available free of charge on or through our website at investors.appian.com as soon as reasonably practicable after such reports are filed with, or furnished to, the United States Securities and Exchange Commission, or SEC. The SEC also maintains a website, www.sec.gov, which contains reports and other information regarding issuers that file electronically with the SEC. The public may read and copy any files with the SEC Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling 1-800-SEC-0330. The information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form 10-K or in any
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other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

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Item 1A. Risk Factors.

Our operations and financial results are subject to various risks and uncertainties including those described below. You should consider carefully the risks and uncertainties described below, in addition to other information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks or others not specified below materialize, our business, financial condition, and results of operations could be materially and adversely affected. In that case,affected, and the trading price of our Class A common stock could decline.

Risks Related to Our Business and Industry

Our recent growth may not be indicative of our future growth and, if we continue to grow, we may not be able to manage our growth effectively.

We have recently experienced a period ofcontinue to experience rapid growth in our headcount and operations. In particular, we grew from 173 employees as of December 31, 2011 to 859 employees as of December 31, 2017. We have also significantly increased the size of our customer base over the last several years. We anticipate that we will continue to significantly expand our operations and headcount in the near term. Our growth has placed, and any future growth will place, a significant strain on our management, administrative, operational, and financial infrastructure. Our success will depend in part on our ability to manage this growth effectively. To manage the expected growth of our operations and personnel, we will need to continue to improve our operational, financial, and management controls and our reporting systems and procedures. Failure to effectively manage our growth could result in difficulty or delays in deploying our platform to customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features, or other operational difficulties. Any of these difficulties could adversely impact our business performance and results of operations.
Our rapid growth also makes it difficult to evaluate our future prospects. Our ability to forecast our future operating results is subject to a number of uncertainties, including our ability to plan for and model future growth. If our assumptions


regarding these uncertainties, which we use to plan our business, are incorrect or change in reaction to changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, our business could suffer and the trading price of our stock may decline.
If we are unable to sustain our revenue growth rate, we may not achieve or maintain profitability in the future.

We have experienced revenue growth with revenue of $176.7$369.3 million, $132.9$304.6 million, and $111.2$260.4 million in 2017, 20162021, 2020, and 2015,2019, respectively. Although we have experienced rapid revenue growth historically, we may not continue to grow as rapidly in the future, and our revenue growth rates may decline. Any success that we may experience in the future will depend in large part on our ability to, among other things:
maintain
Maintain and expand our customer base;
increaseIncrease revenue from existing customers through increased or broader use of our platform within their organizations;
furtherFurther penetrate the existing industry verticals that we serve and expand into other industry verticals; and
improve the performance and capabilities of our platform through research and development;
continueContinue to successfully expand our business domestically and internationally; andinternationally.
successfully compete with other companies.
If we are unable to maintain consistent revenue or revenue growth, our stock price could be volatile, and it may be difficult to achieve and maintain profitability. You should not rely on ourOur revenue for any prior quarterly or annual periods should not be relied upon as any indication of our future revenue or revenue growth.

We may not be able to scale our business quickly enough to meet our customers’ growing needs, and if we are not able to grow efficiently, our operating results could be harmed.

As usage of our platform grows and as customers use our platform for more advanced and more frequent projects, we may need to devote additional resources to improving our software architecture, integrating with third-party systems, and maintaining infrastructure performance. In addition, we will need to appropriately scale our internal business operations as well as grow our partner services systems, including our professional servicesCustomer Success organization and operations, to serve our growing customer base, particularly as our customer base expands over time. Any failure of or delay in these efforts could cause impaired system performance and reduced customer satisfaction. These issues could reduce the attractiveness of our platform to customers, resulting in decreased sales to new customers, lower renewal rates by existing customers, the issuance of service credits, or requested refunds, any of which could hurt our revenue growth and our reputation. Even if we are able to upgrade our systems and expand our staff, any such expansion will be expensive and complex, requiring management time and attention. We could also face inefficiencies or operational failures as a result of our efforts to scale our infrastructure. Moreover,
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there are inherent risks associated with upgrading, improving, and expanding our information technology systems. We cannot be sure that the expansion and improvements to our infrastructure and systems will be fully or effectively implemented on a timely basis, if at all. These efforts may reduce revenue and our margins and adversely impact our financial results.

We are dependent on a single solution,product, and the lack of continued market acceptance of our platform could cause our operating results to suffer.

Sales of our Appian software platform account for substantially all of our subscriptionsubscriptions revenue and are the source of substantially all of our professional services revenue. We expect that we will be substantially dependent on our platform to generate revenue for the foreseeable future. As a result, our operating results or revenue growth rates could suffer due to:
any
Any decline or lower than expected growth in demand for our platform;
theThe failure of our platform to achieve continued market acceptance;
theThe market for low-code solutions not continuing to grow or growing more slowly than we expect;
theThe introduction of products and technologies that serve as a replacement or substitute for, or represent an improvement over, our platform;
technologicalTechnological innovations or new standards that our platform does not address;
sensitivitySensitivity to current or future prices offered by us or competing solutions;
The inability to further penetrate our existing industry verticals or expand our customer base; and
ourOur inability to release enhanced versions of our platform on a timely basis.



If the market forOur sales cycle is long and unpredictable, particularly with respect to large customers, and our platform grows more slowly than anticipated or if demand for our platform does not grow as quickly as anticipated, whether as a resultsales efforts require considerable time and expense, all of competition, pricing sensitivities, product obsolescence, technological change, unfavorable economic conditions, uncertain geopolitical environment, budgetary constraints of our customers or other factors, wewhich may not be able to grow our revenue.
If we are unable to further penetrate our existing industry verticals or expand our customer base, our revenue may not grow andcause our operating results to fluctuate.
Our operating results may be harmed. Moreover, if we fail to comply with government contracting regulations, we could suffer a lossfluctuate, in part, because of revenue or incur price adjustments or other penalties.
Currently, a significant majoritythe resource-intensive nature of our revenue is derived from companiessales efforts, the length and variability of the sales cycle of our platform, and the difficulty we face in the financial services, pharmaceuticals, insuranceadjusting our short-term operating expenses. Our operating results depend in part on sales to large customers and healthcare industries, and from the U.S. federal government. We are investing substantial resources to expand and trainpromotion of increasing usage by those large customers. The length of our sales forcecycle, from initial evaluation to enabledelivery of and payment for our software, varies substantially from customer to customer, and it is difficult to better understand these industry verticalspredict if or when we will make a sale to a potential customer. We may spend substantial time, effort, and drive sales to customers in these industry verticals, but there can be no assurance that these investments will be successful. Further, an important part ofmoney on our strategy is to expand our customer base in a wide variety of industries. We have less experience in some industries and our expansion may require us to grow our expertise in certain areas and add sales and support personnel possessing familiarity with the relevant industries. There may be competitorsmarketing efforts without any assurance our efforts will result in these verticals that may be entrenched and difficult to dislodge.revenue. As a result of these and other factors, our efforts to expand our customer base may be expensive and may not succeed, and we therefore may be unable to grow our revenue. If we fail to further penetrate our existing industry verticals or expand our customer base, we may be unable to grow our revenueface greater costs, longer sales cycles, and less predictability in the future. In the past, certain individual sales have occurred in periods later than we expected or have not occurred at all. The loss or delay of one or more large transactions in a quarter could impact our operating results may be harmed.
In connection with our U.S. federal government contracts, we are also subject to government auditsfor that quarter and review and approvalany future quarters in which such revenue otherwise would have been recognized because a substantial portion of our policies, proceduresexpenses are relatively fixed in the short-term. As a result of these factors, it is difficult for us to forecast our revenue accurately in any quarter, and internal controls for compliance with contract terms, procurement regulations and applicable laws. In certain circumstances, if we do not comply with the terms of a contract or with regulations or statutes, we could be subject to contract termination or downward contract price adjustments or refund obligations, could be assessed civil or criminal penalties or could be debarred or suspended from obtaining future contracts for a specified period of time. Any such termination, adjustment, sanction, debarment or suspension could have an adverse effect on our business.quarterly results may fluctuate substantially.

Market adoption of low-code solutionsplatforms to drive digital transformation is new and unproven and may not grow as we expect, which may harm our business and prospects.

We believe our future success will depend in large part on growth in the demand for low-code solutionsplatforms to drive software-enabled digital transformation. We have customers in a wide variety of industries, including financial services, healthcare, government, telecommunications, media, energy, manufacturing and transportation. It is difficult to predict customer demand for our platform, renewal rates, the rate at which existing customers expand their subscriptions, the size and growth rate of the market for our platform, the entry of competitive products, or the success of existing competitive products. The utilization of low-code software to drive digital transformation is still relatively new. Any expansion in our addressable market depends on a number of factors, including businesses continuing to desire to differentiate themselves through software-enabled digital transformation, increasing their reliance on low-code solutions, changes in the competitive landscape, technological changes, budgetary constraints of our customers, and changes in economic conditions. If our platform does not achieve widespread adoption or there is a reduction in demand for low-code solutions caused by a lack of customer acceptance, technological challenges, competing technologies and products, decreases in corporate or IT infrastructure spending, weakening economic conditions, or otherthese factors, it could result in reduced customer purchases, reduced renewal rates, and decreased revenue, any of which will adversely affect our business, operating results, and financial condition.
Our sales cycle is long and unpredictable, particularly with respect to large customers, and our sales efforts require considerable time and expense, all of which may cause our operating results to fluctuate.
Our operating results may fluctuate, in part, because of the resource-intensive nature of our sales efforts, the length and variability of the sales cycle of our platform and the difficulty that we face in adjusting our short-term operating expenses. Our operating results depend in part on sales to large customers and promotion of increasing usage within those large customers. The length of our sales cycle, from initial evaluation to delivery of, and payment for, the software, varies substantially from customer to customer. Our sales cycle can extend to more than a year for certain large customers. It is difficult to predict if or when we will make a sale to a potential customer. Prospective customers, especially larger organizations, often undertake a prolonged evaluation process, which typically involves not only our platform, but also those of our competitors and can last from four to nine months or longer. We may spend substantial time, effort and money on our sales and marketing efforts


without any assurance that our efforts will produce any sales. In addition, events affecting our customers’ businesses may occur during the sales cycle that could affect the size or timing of a purchase, contributing to more unpredictability in our business and operating results. As a result of these factors, we may face greater costs, longer sales cycles and less predictability in the future. In the past, certain individual sales have occurred in periods later than we expected or have not occurred at all. The loss or delay of one or more large transactions in a quarter could impact our operating results for that quarter and any future quarters in which such revenue would otherwise have been recognized. As a result of these factors, it is difficult for us to forecast our revenue accurately in any quarter, and our quarterly results may fluctuate substantially. Further, because a substantial portion of our expenses are relatively fixed in the short-term, our operating results will suffer if revenue falls below our expectations in a particular quarter.
We currently face significant competition.
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The markets for low-code development platforms, business process management, case management software, and custom software are highly competitive, rapidly evolving, and have relatively low barriers to entry. The principal competitive factors in our market include:include the following: platform features, reliability, performance, and effectiveness; ease of use and speed; platform extensibility and ability to integrate with other technology infrastructures; deployment flexibility; robustness of professional services and customer support; price and total cost of ownership; strength of platform security and adherence to industry standards and certifications; strength of sales and marketing efforts; and brand awareness and reputation. If we fail to compete effectively with respect to any of these competitive factors, we may fail to attract new customers or lose or fail to renew existing customers, which would cause our operating results to suffer.
We primarily compete with
Our main competitors fall into three categories: (1) providers of custom software and customer software solutions that address, or are developed to address, some of the use cases that can be addressed by applications developed on our platform; (2) providers of low-code development platforms sold by companies such as salesforce.com, inc.Microsoft, Salesforce.com, ServiceNow, OutSystems, and ServiceNow, Inc. We also compete with companies that provide business process managementMendix; and (3) providers of one or more automation technologies, including BPM, case management, software, includingprocess mining, and RPA. Such providers include Pegasystems, Celonis, UiPath, IBM, OpenText Corporation,ServiceNow, Microsoft, SAP, Bizagi, Oracle, Corporation, Pegasystems Inc. and SAP SE. Further, because our platform is used by our customers to create custom applications, there are software companies that offer commercial, off-the-shelf applications as well as custom software solutions that compete with us. For example, our platform is used by DISA to manage procurement processes and contract writing. Competing vendors offer software that specifically performs contract writing functionality, and we have on occasion lost competitive bids to those point solution vendors for contracts with DISA. In addition, large software and internet companies may seek to enter our primary markets.Nintex.

Some of our actual and potential competitors have advantages over us such as longer operating histories, more established relationships with current or potential customers and commercial partners, significantly greater financial, technical, marketing, or other resources, stronger brand recognition, larger intellectual property portfolios, and broader global distribution and presence. Such competitors may make their solutions available at a low cost or no cost basis in order to enhance their overall relationships with current or potential customers. Our competitors may also be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements. With the introduction of new technologies and new market entrants, we expect competition to intensify in the future. In addition, some of our larger competitors have substantially broader offerings and can bundle competing products with other software offerings. As a result, customers may choose a bundled offering from our competitors, even if individual products have more limited functionality than our platform. These larger competitors are also often in a better position to withstand any significant reduction in capital spending and will therefore not be as susceptible to economic downturns.
Furthermore, our actual and potential competitors may establish cooperative relationships among themselves or with third parties that may further enhance their resources and offerings in the markets we address. In addition, current or potential competitors may be acquired by third parties with greater available resources. As a result of such relationships and acquisitions, our actual or potential competitors might be able to adapt more quickly to new technologies and customer needs, devote greater resources to the promotion or sale of their products, initiate or withstand substantial price competition, take advantage of other opportunities more readily or develop and expand their offerings more quickly than we do. For all of these reasons, we may not be able to compete successfully against our current or future competitors.



If our security measures are actually or perceived to have been breached or unauthorized access to our platform or customer data is otherwise obtained, our platform may be perceived as not being secure, customers may reduce the use of or stop using our platform, and we may incur significant liabilities.

Our platform, which can be deployed in the cloud on-premises or using a hybrid approach,on-premises, allows for the storage and transmission of our customers’ proprietary or confidential information, which may include trade secrets, personally identifiable information, personal health information, and payment card information. Any actual or perceived unauthorized access to, or security breachesincidents affecting, our platform or the information stored on or transmitted by our platform, including through unauthorized and/or malicious activity by one of our employees, could result in the loss of information, litigation, regulatory investigations, penalties, indemnity obligations and other costs, expenses, and liability, which could exceed our existing insurance coverage and could result in a substantial financial loss. While we have security measures in place designed to protect customer information and prevent data loss and other security breaches, there can be no assurance that these measures will be effective in protecting against malicious unauthorized access to our platform or our customers’ information. Similarly, if cyber incidents such as phishing attacks, viruses, denial of service attacks, supply chain attacks, malware installation, ransomware attacks, server malfunction, software or hardware failures, loss of data or other computer assets, adware, or other similar issues impair the integrity or availability of our systems by affecting our data or reducing access to or shutting down one or more of our computing systems or our IT network, we may be subject to negative treatment by our customers, our business partners, the press, and the public at large. Further, while security tested and techniques are in place and tested by third parties, because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Additionally, we may be subject to attacks on our networks or systems or attempts to gain unauthorized access to our proprietary or confidential information or other data we or our vendors maintain such as data about our employees. Such attacks and other breaches of security may occur as a result of malicious attacks, human error, social engineering, or other causes. Any actual or perceived breach of our security measures or failure to adequately protect our customers’ or our confidential or proprietary information could negatively affect our ability to attract new customers, cause existing customers to elect to not renew their subscriptions to our software, or result in reputational damage, any of which could adversely affect our operating results.
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Further, security compromises experienced by our customers with respect to data hosted on our platform, even if caused by the customer’s own misuse or negligence, may lead to public disclosures, which could harm our reputation, erode customer confidence in the effectiveness of our security measures, negatively impact our ability to attract new customers, or cause existing customers to elect not to renew their subscriptions with us. We may be subjected to indemnity demands, regulatory proceedings, audits, penalties, or litigation based on our customers’ misuse of our platform with respect to such sensitive information and defending against such litigation and otherwise addressing such matters may be expensive, cause distraction, and may result in us incurring liability, all of which may affect our operating results.

While we maintain general liability insurance coverage and coverage for errors or omissions, we cannot assure youprovide assurance that such coverage will be adequate or otherwise protect us from liabilities or damages with respect to claims alleging compromises of personal data or that such coverage will continue to be available on acceptable terms or at all.

We derive a material portion of our revenue from a limited number of customers, and the loss of one or more of these customers could adversely impact our business, results of operations, and financial condition.

Our customer base is concentrated. For example, during the years ended December 31, 2017, 20162021, 2020, and 2015,2019, revenue from U.S. federal government agencies represented 15%19.6%, 26%18.1%, and 33%17.1% of our total revenue, respectively, and the top three U.S. federal government customers generated 8%5.6%, 18%6.6%, and 21%7.4% of our total revenue for the years ended December 31, 2017, 20162021, 2020, and 2015,2019, respectively. Further, nearly 10% of our subscription customers spent more than $1 million on our software in 2017.2021. If we were to lose one or more of our significant customers, our revenue may significantly decline. In addition, revenue from significant customers may vary from period to period depending on the timing of renewing existing agreements or entering into new agreements. The loss of one or more of our significant customers could adversely affect our business, results of operations, and financial condition.
In addition, due to our dependence on a limited number of customers, we face a concentration of credit risk. As of December 31, 2017, one customer accounted for 7.0% of our accounts receivable. In the case of insolvency by one of our significant customers, accounts receivable with respect to that customer might not be collectible, might not be fully collectible, or might be collectible over longer than normal terms, each of which could adversely affect our financial condition.



A portion of our revenue is generated from subscriptions sold to governmental entities and heavily regulated organizations, which are subject to a number of challenges and risks.

A significant portion of our revenue is generated from subscriptions sold to governmental entities, both in the United States and internationally. Additionally, many of our current and prospective customers such as those in the financial services, pharmaceuticals, insurance, life sciences, and healthcare industries are highly regulated and may be required to comply with more stringent regulations in connection with subscribing to and implementing our platform. Selling subscriptions to these entities can be highly competitive, expensive, and time-consuming, often requiring significant upfront time and expense without any assurance that we will successfully complete a sale. In addition, if our software does not meet the standards of new or existing regulations, we may be in breach of our contracts with our customers, allowing them to terminate their agreements.

Governmental demand and payment for our platform may also be impacted by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our platform.
Further, governmental and highly regulated entities often require contract terms that differ from our standard arrangements, including terms that can lead to those customers obtaining broader rights in our products than would be standard. Governmental and highly regulated entities including the General Services Administration, whose schedule accounts for many of our U.S. federal government contracts, impose compliance requirements that are complicated, require preferentialmake pricing or “most favored nation” terms and conditionsreadily available subject continued business to unpredictable competitive processes, or are otherwise time-consuming and expensive to satisfy. In the United States, applicable federal contracting regulations change frequently, and the President may issue executive orders requiring federal contractors to adhere to new compliance requirements after a contract is signed. If we undertake to meet special standards or requirements and do not meet them, we could be subject to significant liability from our customers or regulators. Even if we do meet these special standards or requirements, the additional costs associated with providing our platform to government and highly regulated customers could harm our operating results. Moreover, changes in the underlying statutory and regulatory conditions that affect these types of customers could harm our ability to efficiently provide them access to our platform and to grow or maintain our customer base. In addition, engaging in sales activities to foreign governments introduces additional compliance risks specific to the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other similar statutory requirements prohibiting bribery and corruption in the jurisdictions in which we operate.

We have experienced losses in the past, and we may not achieve or sustain profitability in the future.

We generated net losses of $31.0$88.6 million, $12.5$33.5 million, and $7.0$50.7 million in 2017, 20162021, 2020, and 2015,2019, respectively. As of December 31, 2017,2021, we had an accumulated deficit of $96.2$257.5 million. We will need to generate and sustain increased revenue levels in future periods in order to achieve or sustain profitability in the future. We also expect our costs to increase in future
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periods, which could negatively affect our future operating results if our revenue does not increase commensurately. For example, we intend to continue to expend significant funds to expand our sales and marketing operations, develop and enhance our platform, meet the increased compliance requirements associated with our operation as a public company, and expand into new markets. Our efforts to grow our business may be more costly than we expect, and we may not be able to increase our revenue enough to offset our higher operating expenses. We may incur significant losses in the future for a number of reasons, including the other risks described in this Annual Report on Form 10-K, and unforeseen expenses, difficulties, complications and delays, and other unknown events. If we are unable to achieve and sustain profitability, our stock price may significantly decrease.

Our future quarterly results of operations may fluctuate significantly due to a wide range of factors, which makes our future results difficult to predict.

Our revenue and results of operations have historically varied from period to period, and we expect that they will continue to do so as a result of a number of factors, many of which are outside of our control, including:
the
The level of demand for our platform and our professional services;
theThe rate of renewal of subscriptions with, and extent of sales of additional subscriptions to, existing customers;
largeLarge customers failing to renew their subscriptions;
theThe size, timing, and terms of our subscription agreements with existing and new customers, including revenue recognition issues raised by multiple element arrangements;
Variations in the revenue mix of our professional services and growth rates of our cloud subscription and professional services offerings, including the timing of subscriptions and sales offerings that include an on-premises software element for which the revenue allocated to that deliverable is recognized upfront;
The timing and growth of our business, in particular through our hiring of new employees and international expansion;
theThe timing of our adoption of new or revised accounting pronouncements applicable to public companies and the impact on our results of operations;


theThe introduction of new products and product enhancements by existing competitors or new entrants into our market and changes in pricing for solutions offered by us or our competitors;
networkNetwork outages, security breaches, technical difficulties, or interruptions with our platform;
changesChanges in the growth rate of the markets in which we compete;
theThe mix of subscriptions to our platform and professional services sold during a period;
customersCustomers delaying purchasing decisions in anticipation of new developments or enhancements by us or our competitors or otherwise;
changesChanges in customers’ budgets;
seasonalSeasonal variations related to sales and marketing and other activities such as expenses related to our customers;
ourOur ability to increase, retain, and incentivize the strategic partners that market and sell our platform;
ourOur ability to control costs, including our operating expenses;
ourOur ability to hire, train, and maintain our direct sales force;team;
unforeseenUnforeseen litigation and intellectual property infringement;
fluctuationsAny changes in accounting principles generally accepted in the United States, or GAAP;
Fluctuations in our effective tax rate; and
generalGeneral economic and political conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers operate.

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Any one of these or other factors discussed elsewhere in this Annual Report on Form 10-K or the cumulative effect of some of these factors may result in fluctuations in our revenue and operating results, meaning that quarter-to-quarter comparisons of our revenue, results of operations, and cash flows may not necessarily be indicative of our future performance, and may cause us to miss our guidance andor analyst expectations, and may cause our stock price to decline.

In addition, we have historically experienced seasonality in terms of when we enter into agreements with customers. We typically enter into a significantly higher percentage of agreements with new customers, as well as renewal agreements with existing customers, in the fourth quarter and, to a lesser extent, the second quarter. The increase in customer agreements for the fourth quarter is attributable to large enterprise account buying patterns typical in the software industry. Furthermore, we usually enter into a significant portion of agreements with customers during the last month, and often the last two weeks, of each quarter. This seasonality is reflected to a much lesser extent, and sometimes is not immediately apparent, in revenue due to the fact that we recognize cloud subscription revenue over the term of the subscription agreement, which is generally one to fivethree years. We expect that seasonality will continue to affect our operating results in the future and may reduce our ability to predict cash flow and optimize the timing of our operating expenses.

We may not be ablefail to shiftmeet our revenue towards subscriptionspublicly announced guidance or other expectations about our business and away from professional services.future operating results, which could cause our stock price to decline.
Currently,
We have provided and may continue to provide guidance about our revenue is nearly evenly divided between subscriptionsbusiness, future operating results, and professional services revenue. Our strategic focus has beenother business metrics. In developing this guidance, our management must make certain assumptions and judgments about our future performance. Some of those key assumptions relate to grow subscriptions revenue faster than professional services revenue becausethe impact of the COVID-19 pandemic and the associated economic uncertainty on our marginal costs in delivering our subscriptionsbusiness and the timing and scope of economic recovery globally, which are lower than the marginal costs of delivering professional services. A shift in revenue towards subscriptions therefore results in a higher overall gross profit margin. From 2014 through 2016, the proportioninherently difficult to predict. Furthermore, analysts and investors may develop and publish their own projections of our revenue attributablebusiness, which may form a consensus about our future performance. Our business results may vary significantly from such guidance or that consensus due to subscriptions increased as a proportionnumber of factors, many of which are outside of our total revenue, thereby increasingcontrol, including due to the global economic uncertainty and financial market conditions caused by the COVID-19 pandemic, which could adversely affect our overall gross profit margin during such period. Althoughoperations and operating results. Furthermore, if our publicly announced guidance of future operating results fails to meet our previously announced guidance or the proportionexpectations of securities analysts, investors, or other interested parties, the price of our revenue attributablecommon stock would decline.

If we are unable to subscriptionssuccessfully transition to new leadership in key departments, our results could suffer.

Appian has undergone change in departments directly responsible for the year ended December 31, 2017 decreased slightly from such amount for the year ended December 31, 2016, we intend to continue focusing on growing subscriptions revenue faster than professional services revenuesubstantially all of Appian's revenue. While Appian believes its new leaders in the future.
Therethese departments are highly qualified and will perform well in their roles, there can be no guarantee thatassurances the transition to new leadership will be executed without any disruption or effect on performance. New leadership requires time to become familiar with Appian's product offerings and its customer base, and such transition could lead to delayed implementation of strategies, revision of key practices and policies, re-training of personnel, and other disruptions.

While we will successfully shiftmake efforts to mitigate such risk through extensive collaboration at the executive level, the effects of this transition could have an impact on our ability to sustain our growth in revenue towards subscriptionsor our ability to retain existing talent within the organization.

We rely on the performance of highly skilled personnel, including senior management and away fromour engineering, professional services, in the future. Our customers may demand more professional services from us, or demand for our subscriptions may grow slower than demand for our professional services. Should we fail to shift our revenue towards subscriptions our earnings may suffersales, and our stock price may decline.
We previously identified a material weakness in our internal control over financial reporting, andtechnology professionals; if we are unable to achieveretain or motivate key personnel or hire, retain, and maintain effective internal control over financial reporting, this could have a material adverse effect onmotivate qualified personnel, our business.business would be harmed.

We producebelieve our consolidated financial statementssuccess has depended, and continues to depend, on the efforts and talents of our senior management team, particularly Matthew Calkins, our founder and Chief Executive Officer, and our highly skilled team members, including our sales personnel, professional services personnel, cloud engineering and support personnel, and software engineers. We do not maintain key man insurance on any of our executive officers or key employees. From time to time, there may be changes in accordanceour senior management team resulting from the termination or departure of our executive officers and key employees. Our senior management and key employees are employed on an at-will basis, which means they could terminate their employment with the requirements of accounting principles generally acceptedus at any time. On December 1, 2021, Mark Lynch, our Chief Financial Officer, notified us he plans to retire after he has successfully transitioned his responsibilities to his successor. We are in the United States, or U.S. GAAP. Effective internal controls are necessary for us to provide reliableprocess of identifying Mr. Lynch’s successor.



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financial reports to help mitigate the riskMany of fraudour executive officers and to operatekey employees receive equity compensation as a publicly traded company. Prior to our initial public offering, or IPO, we were a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our independent registered public accounting firm identified a material weakness and a significant deficiencyportion of their overall compensation package. A substantial decrease in our internal controls over financial reporting in connection with the audit of our financial statements for the year ended December 31, 2015. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A “significant deficiency” is a deficiency or a combination of deficiencies in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.
The material weakness that our independent registered public accounting firm identified related to our revenue recognition related to certain multiple element arrangements in which the controls over the review of transactions that included fixed fee professional services sold with term or perpetual license agreements failed to ensure the resulting revenue recognition was consistent with applicable guidance. This material weakness resulted in the restatement of our 2013 and 2014 financial statements, with approximately $2.4 million in revenue previously recognized in 2013 being deferred until 2014 and beyond and $1.9 million in revenue previously recognized in 2014 being deferred until 2015 and beyond. In addition, the significant deficiency involved lack of oversight to system administrative rights granted to non-IT personnel to our financial reporting systems. We took steps to remediate the material weakness and significant deficiency, including hiring additional accounting staff members that are proficient in revenue recognition accounting, including a manager of revenue recognition and an assistant controller, consulting with outside professional accountants on revenue recognition issues, adding internal controls related to revenue recognition and limiting administrative access rights to our financial reporting systems. In 2017, we further enhanced our controls by hiring a vice president of revenue recognition. We believe that as of December 31, 2017, this previous material weakness and significant deficiency were fully remediated.
As a public company, we will be required to further design, document and test our internal controls over financial reporting to comply with Sarbanes-Oxley Act Section 404. We cannot be certain that additional material weaknesses and control deficiencies will not be discovered in the future. If material weaknesses or control deficiencies occur in the future, we may be unable to report our financial results accurately on a timely basis or help prevent fraud, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence or delisting and cause the market price of our Class A common stock would effectively reduce the compensation of such persons and could increase the risk they depart from our company. The loss of any of our senior management or key employees, particularly Mr. Calkins, could adversely affect our ability to decline.build on the efforts they have undertaken and to execute our business plan, and we may not be able to find adequate replacements. We cannot ensure we will be able to retain the services of any members of our senior management or other key employees.

Our ability to successfully pursue our growth strategy also depends on our ability to attract, motivate, and retain our personnel. Competition for well-qualified employees in all aspects of our business, including sales personnel, professional services personnel, cloud engineering and support personnel, and software engineers, is intense. There is currently additional volatility in the job market known as the “great resignation,” with a record number of employees choosing alternative career paths or companies, or leaving the job market altogether. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate existing employees. Further, a small portion of our employees are immigrants to the United States or foreign nationals holding visas. If immigration to the United States is further restricted by the federal government, we might lose existing employees who are unable to remain in the United States and our pool of qualified applicants might also be diminished, thereby hampering our recruiting efforts. If we have material weaknesses in the future, it could affect the financial results that we report or create a perception that those financial results do not fairly statesucceed in attracting well-qualified employees or retaining and motivating existing employees, our financial position or results of operations. Either of those events could have an adverse effect on the value of our Class A common stock.business would be adversely affected.
Further, even if we conclude that our internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our results of operations or cause us to fail to meet our future reporting obligations.
If we do not continue to innovate and provide a platform that is useful to our customers, we may not remain competitive, and our revenue and operating results could suffer.

Our success depends on continued innovation to provide features that make our platform useful for our customers.customers, our ability to persuade existing customers to expand their use of our platform to additional use cases and additional applications, and to purchase additional software licenses to our platform. We must continue to invest significant resources in research and development in order to continually improve the simplicityspeed and power of our platform. We may introduce significant changes to our platform or develop and introduce new and unproven products, including using technologies with which we have little or no prior development or operating experience. If we are unable to continue offering innovative solutions or if new or enhanced solutions fail to engage our customers, we may be unable to attract additional customers or retain our current customers, which may adversely affect our business, operating results, and financial condition.

We may need to reduce or change our pricing model to remain competitive.

We generally sell our software on a per-user basis.basis or through non-user based single application licenses. We have changed and expect that we maywill continue to need to change our pricing model from time to time. As competitors introduce new products that compete with ours or reduce their prices, we may be unable to attract new customers or retain existing customers based on our historical pricing. We also must determine the appropriate price to enable


us to compete effectively internationally. Moreover, mid- to large-size enterprises may demand substantial price discounts as part of the negotiation of sales contracts. As a result, we may be required or choose to reduce our prices or change our pricing model, which could adversely affect our business, operating results, and financial condition.
If the estimates and assumptions we have used to calculate the size of our target market are inaccurate, our future growth rate may be limited.
We have estimated the size and potential growth of our target market based on data published by third parties and on internally generated data and assumptions. We have not independently verified any third-party information and cannot assure you of its accuracy or completeness. While we believe our market size and growth information is generally reliable, such information is inherently imprecise. In addition, our projections, assumptions and estimates of future opportunities within our target market are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in this Annual Report on Form 10-K. If third-party or internally generated data prove to be inaccurate or we make errors in our assumptions based on that data, our future growth rate may be limited. In addition, these inaccuracies or errors may cause us to misallocate capital and other business resources, which could harm our business.
Even if our target market meets our size estimates and experiences the forecasted growth, we may not grow our business at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this Annual Report on Form 10-K should not be taken as indicative of our future growth.
Our business could be adversely affected if our customers are not satisfied with the deployment services provided by us or our partners.

The success of our business depends on our customers’ satisfaction with our platform, the support that we provide for our platform, and the professional services that we provide to help our customers deploy our platform. Professional services may be performed by our own staff, by a third party, or by a combination of the two. Our strategy is to work with third parties to increase the breadth, capability, and depth of capacity for delivery of these services to our customers, and third parties provide a significant portion of our deployment services. If a customer is not satisfied with the quality of work performed by us or a third party or with the type of applications delivered, we could incur additional costs to address the deficiency, which would diminish the profitability of the customer relationship. Further, a customer’s dissatisfaction with our services could impair our ability to expand the number of licenses to our software purchased by that customer or adversely affect the customer’s renewal of existing licenses. In addition, negative publicity related to our customer relationships, regardless of accuracy, may further damage our business by affecting our ability to compete for new business with actual and prospective customers.
If customers do not expand their use of our platform beyond initial use cases and applications, our ability to grow our business and our operating results may be adversely affected.
Our ability to grow our business depends, in part, on our ability to persuade existing customers to expand their use of our platform to additional use cases and additional applications, and to purchase additional software licenses to our platform. Our goal is for customer satisfaction with initial applications developed on our platform to drive increased sales of licenses to our platform. However, if customers are not satisfied with their initial experience using our platform, they may choose not to renew licenses upon expiration or purchase additional software licenses, which would adversely affect our operating results.
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We are substantially dependent upon customer renewals, the addition of new customers, and the continued growth of our subscriptionsubscriptions revenue.

We derive, and expect to increasingly derive in the future, a substantial portion of our revenue from the sale of software subscriptions. For 2017, 20162021, 2020, and 2015,2019, approximately 52%71.4%, 53%65.2%, and 48%58.1%, respectively, of our total revenue was subscriptions software and support revenue. The market for our platform is still evolving, and competitive dynamics may cause pricing levels to change as the market matures and as existing and new market participants introduce new types of solutions and different approaches to enable customers to address their needs. As a result, we may be forced to reduce the prices we charge for software and may be required to offer terms less favorable to us for new and renewing agreements.



In order for us to improve our operating results, it is important that our customers renew their subscriptions with us when their initial term expires, as well as purchase additional subscriptions from us. In general, our customers have no renewal obligation after their initial term expires, and we cannot assure you thatprovide assurance we will be able to renew subscriptions with any of our customers at the same or higher contract value.

Further, while we offer access to our platform primarily through multi-year subscription agreements, some agreements may have shorter durations. Additionally, some of our contracts limit the amount we can increase prices from period to period or include pricing guarantees. If our customers do not renew their agreements, terminate their agreements, renew their agreements on terms less favorable to us, or fail to purchase additional software subscriptions, our revenue may decline and our operating results would likely be harmed as a result.
We rely on
Because we generally recognize revenue from cloud subscriptions ratably over the performanceterm of highly skilled personnel, including senior management and our engineering, professional services, sales and technology professionals; if we are unable to retain or motivate key personnel or hire, retain and motivate qualified personnel, our business would be harmed.
We believe our success has depended, and continues to depend, on the efforts and talents of our senior management team, particularly Matthew Calkins, our founder and Chief Executive Officer, and our highly skilled team members, including our sales personnel, professional services personnel, cloud engineering and support personnel and software engineers. We do not maintain key man insurance on any of our executive officers or key employees other than Mr. Calkins. From time to time, there may besubscription agreement, near term changes in our senior management team resulting from the termination or departure of our executive officers and key employees. Our senior management and key employees are employed on an at-will basis, which means that they could terminate their employment with us at any time. Many of our executive officers and key employees receive equity compensation as a significant portion of their overall compensation package. A substantial decrease in the market price of our Class A common stock would effectively reduce the compensation of such persons and could increase the risk that they depart the Company. The loss of any of our senior management or key employees, particularly Mr. Calkins, could adversely affect our ability to build on the efforts they have undertaken and to execute our business plan, and wesales may not be ablereflected immediately in our operating results.

We offer our solution primarily through multi-year cloud subscription agreements and generally recognize revenue ratably over the related subscription period. As a result, much of the revenue we report in each quarter is derived from the recognition of previously unbilled or deferred contract value relating to find adequate replacements. We cannot ensureagreements entered into during prior periods. Accordingly, a decline in new or renewal subscription agreements in any quarter is not likely to be reflected immediately in our revenue results for that we will be able to retain the services of any members ofquarter. Such declines, however, would negatively affect our senior management or other key employees.
Our ability to successfully pursue our growth strategy also depends on our ability to attract, motivate and retain our personnel. Competition for well-qualified employees in all aspects of our business, including sales personnel, professional services personnel, cloud engineering and support personnel and software engineers, is intense. Our recruiting efforts focus on elite universities and our primary recruiting competition are well-known, high-paying firms. Our continued ability to compete effectively depends on our ability to attract new employeesrevenue, and to retaina lesser extent, deferred revenue balance in future periods, and motivate existing employees. Further, a small portionthe effect of our employees are immigrants to the United States or foreign nationals holding visas. If immigration to the United States is further restricted by the federal government, we might lose existing employees who are unable to remainsignificant downturns in the United States and our pool of qualified applicants might also be diminished, thereby hampering our recruiting efforts. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business would be adversely affected.
Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our solution.
Our ability to increase our customer base and achieve broader market acceptance of our platform will depend to a significant extent onand potential changes in our ability to expandrate of renewals may not be fully reflected in our sales and marketing operations. We plan to continue expanding our sales force and third-party strategic sales partners, both domestically and internationally; however, there is no assurance that we will be successful in attracting and retaining talented sales personnel or strategic partners or that any new sales personnel or strategic partners will be able to achieve productivity in a reasonable periodresults of time or at all. We also plan to dedicate significant resources to sales and marketing programs, including through electronic marketing campaigns and trade event sponsorship and participation. All of these efforts will require us to invest significant financial and other resources and our business will be harmed if our efforts do not generate a correspondingly significant increase in revenue.operations until future periods.



If we are not able to maintain and enhance our brand, our business and operating results may be adversely affected.

We believe that developing and maintaining widespread awareness of our brand in a cost-effective manner is critical to achieving widespread acceptance of our platform and attracting new customers. Brand promotion activities may not generate customer awareness or increase revenue and, even if they do, any increase in revenue may not offset the expenses we incur in building our brand. If we fail to successfully promote and maintain our brand or incur substantial expenses, we may fail to attract or retain customers necessary to realize a sufficient return on our brand-building efforts or to achieve the widespread brand awareness that is critical for broad customer adoption of our platform.
Because we generally recognize revenue from subscriptions ratably over the term of a license agreement, near term changes in sales may not be reflected immediately in our operating results.
We offer our solution primarily through multi-year subscription agreements and generally recognize revenue ratably over the related license period. As a result, much of the revenue that we report in each quarter is derived from the recognition of previously unbilled contract value relating to agreements entered into during prior periods. In addition, because we invoice the majority of customers for not more than the next fiscal year, including customers with multi-year agreements, we do not record deferred revenue beyond amounts invoiced as a liability on our balance sheet. Accordingly, a decline in new or renewal subscription agreements in any quarter is not likely to be reflected immediately in our revenue results for that quarter. Such declines, however, would negatively affect our revenue and to a lesser extent deferred revenue balance in future periods, and the effect of significant downturns in sales and market acceptance of our platform, and potential changes in our rate of renewals, may not be fully reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our total revenue and deferred revenue balance through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term.
We rely upon Amazon Web Services to operate our cloud offering; any disruption of or interference with our use of Amazon Web Services would adversely affect our business, results of operations and financial condition.
We outsource substantially all of the infrastructure relating to our cloud offering to Amazon Web Services, or AWS, which hosts our platform on our customers’ behalf. Customers of our cloud offering need to be able to access our platform at any time, without interruption or degradation of performance, and we provide them with service level commitments with respect to uptime. AWS runs its own platform that we access, and we are, therefore, vulnerable to service interruptions at AWS. We may experience interruptions, delays and outages in service and availability from time to time as a result of problems with our AWS provided infrastructure. For example, in September 2015, AWS suffered a significant outage that had a widespread impact on cloud-based software and services companies. Although our customers were not affected by that outage, a similar outage could render our cloud offering inaccessible to customers. Additionally, AWS has suffered outages at specific customer locations in the past, rendering the customer unable to access our offering for periods of time. Lack of availability of our AWS infrastructure could be due to a number of potential causes including technical failures, natural disasters, fraud or security attacks that we cannot predict or prevent. Such outages could lead to the triggering of our service level agreements and the issuance of credits to our cloud offering customers, which may impact our operating results.
In addition, if the security of the AWS infrastructure is compromised or believed to have been compromised, our business, results of operations and financial condition could be adversely affected. It is possible that our customers and potential customers would hold us accountable for any breach of security affecting the AWS infrastructure and we may incur significant liability from those customers and from third parties with respect to any breach affecting AWS systems. Because our agreement with AWS limits AWS’s liability for damages, we may not be able to recover a material portion of our liabilities to our customers and third parties from AWS. Customers and potential customers may refuse to do business with us because of the perceived or actual failure of our cloud offering as hosted by AWS and our operating results could be harmed.
Our agreement with AWS allows AWS to terminate the agreement by providing two years' prior written notice, and may allow AWS to terminate in case of a breach of contract if such breach is uncured for 30 days, or to terminate upon thirty days' advance written notice if AWS’s further provision of services to us becomes impractical for legal or regulatory reasons. Although we expect that we could receive similar services from other third parties, if any of our arrangements with AWS are terminated, we could experience interruptions on our platform and in our ability to make our platform available to customers, as well as delays and additional expenses in arranging alternative cloud infrastructure services.



If our platform fails to perform properly or there are defects or disruptions in the rollout of our platform updates or enhancements, our reputation could be adversely affected, our market share could decline, and we could be subject to liability claims.

Our platform is inherently complex and may contain material defects or errors. Any defects in functionality, security, or other conditions that cause interruptions in the availability of our platform could result in:
loss
Loss or delayed market acceptance and sales;
breachBreach of warranty claims;
salesSales credits or refunds for prepaid amounts related to unused subscription services;
lossLoss of customers;
diversionDiversion of development and support resources; and/or
injury
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Injury to our reputation.

The costs incurred in correcting any material defects or errors might be substantial and could adversely affect our operating results.

Our customer agreements often provide service level commitments on a monthly basis. If we are unable to meet the stated service level commitments or suffer extended periods of unavailability for our platform, we may be contractually obligated to provide these customers with service credits or refunds for prepaid amounts, or we could face contract terminations. Our revenue could be significantly affected if we suffer unscheduled downtime that exceeds the allowed downtimes under our agreements with our customers.

Because of the large amount of data that we collect and manage, it is possible that hardware failures or errors in our systems could result in data loss or corruption or cause the information that we collect to be incomplete or contain inaccuracies that our customers regard as significant. Furthermore, the availability or performance of our platform could be adversely affected by a number of factors, including customers’ inability to access the internet, our customers’ increased usage of our cloud offering, the failure of our network or software systems, security breaches, or variability in user traffic for our services. For example, our cloud offering customers access our platform through their internet service providers. If a customer's service provider fails to provide sufficient capacity to support our platform or otherwise experiences service outages, such failure could interrupt our customers’ access to our platform, adversely affect their perception of our platform’s reliability, and reduce our revenue. In addition to potential liability, if we experience interruptions in the availability of our cloud offering, our reputation could be adversely affected, and we could lose customers.

We also provide frequent incremental releases of software updates and functional enhancements to our platform. Despite extensive pre-release testing, such new versions occasionally contain undetected errors when first introduced or released. We have, from time to time, found errors in our software, and new errors in our existing software may be detected in the future. Since our customers use our software for important aspects of their business, any errors, defects, disruptions in our platform, or other performance problems with our solution could hurt our reputation and may damage our customers’ businesses. If that occurs, our customers may delay or withhold payment to us, elect not to renew, or make service credit claims, warranty claims, or other claims against us, and we could lose future sales. The occurrence of any of these events could result in an increase in our bad debt expense, an increase in collection cycles for accounts receivable, decreased future revenue and earnings, require us to increase our warranty provisions, or incur the risk or expense of litigation.
If we fail
We rely upon AWS to offer high-quality support,operate our cloud offering; any disruption of or interference with our use of AWS would adversely affect our business, results of operations, and reputation would suffer.financial condition.
Our customers rely on our personnel for support of our platform. High-quality support is important for the renewal of our agreements with existing customers and to our existing customers purchasing additional software. The importance of high-quality support will increase as we expand our business and pursue new customers. If we do not help our customers quickly resolve issues and provide effective ongoing support, our ability to sell new software to existing and new customers would suffer and our reputation with existing or potential customers would be harmed.
Our strategy of offering and deploying our platform in the cloud, on-premises or using a hybrid approach causes us to incur increased expenses and may pose challenges to our business.
We offer and sell our platform in the cloud, on-premises or using a hybrid approach using the customer’s own infrastructure. Our cloud offering enables our customers to eliminate the burden of provisioning and maintaining infrastructure


and to scale their usage of our software platform quickly, while our on-premises offering allows for the customer’s complete control over data security and software infrastructure. Historically, our platform was developed in the contextoutsource substantially all of the on-premises offering, and we have less operating experience offering and selling subscriptions to our platform via our cloud offering. Although a substantial majority of our revenue has historically been generated from customers using our platform on an on-premises basis, our customers are increasingly adopting our cloud offering. We expect that our customers will continue to moveinfrastructure relating to our cloud offering to AWS, which hosts our platform on our customers’ behalf. Customers of our cloud offering need to be able to access our platform at any time, without interruption or degradation of performance, and that it will become more centralwe provide them with service level commitments with respect to uptime. AWS runs its own platform we access, and we are, therefore, vulnerable to service interruptions at AWS. We may experience interruptions, delays, and outages in service and availability from time to time as a result of problems with our AWS provided infrastructure, which could render our cloud offering inaccessible to customers. Additionally, AWS has suffered outages at specific customer locations in the past, rendering the customer unable to access our offering for periods of time. Lack of availability of our AWS infrastructure could be due to a number of potential causes including technical failures, natural disasters, fraud, or security attacks we cannot predict or prevent. Such outages could lead to the triggering of our service level agreements and the issuance of credits to our distribution model. To support both on-premises and cloud instances of our platform, our support team must be trained on and learn multiple environments in which our software is deployed, which is more expensive than supporting only a cloud offering. Moreover, we must engineer our software for both an on-premises and cloud offering installation,customers, which may cause us additional research and development expense that may impact our operating results. As more

In addition, if the security of our customers transitionthe AWS infrastructure is compromised or believed to the cloud, we may be subject to additional competitive pressures, which may harm our business. We are directing a significant portion of our financial and operating resources to implement a robust and secure cloud offering for our platform, but even if we continue to make these investments, we may be unsuccessful in growing or implementing our cloud offering in a way that competes successfully against our current and future competitors andhave been compromised, our business, results of operations, and financial condition could be harmed.
Asadversely affected. It is possible our customers and potential customers would hold us accountable for any breach of security affecting the AWS infrastructure, and we may incur significant liability from those customers and from third parties with respect to any breach affecting AWS systems. Because our agreement with AWS limits AWS’s liability for damages, we may not be able to recover a resultmaterial portion of our customers’ increased usageliabilities to our customers and third parties from AWS. Customers and potential customers may refuse to do business with us because of the perceived or actual failure of our cloud offering as hosted by AWS, and our operating results could be harmed.

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Our agreement with AWS allows AWS to terminate the agreement by providing two years' prior written notice and may allow AWS to terminate in case of a breach of contract if such breach is uncured for 30 days or to terminate upon thirty days' advance written notice if AWS’s further provision of services to us becomes impractical for legal or regulatory reasons. Although we will need to continually improve our computer network and infrastructure to avoid service interruptions or slower system performance.
As usageexpect we could receive similar services from other third parties if any of our cloud offering grows and as customers use it for more complicated applications andarrangements with increased data requirements,AWS are terminated, we will need to devote additional resources to improvingcould experience interruptions on our platform architecture and our infrastructure in order to maintain the performance of our cloud offering. Any failure or delays in our computer systems could cause service interruptions or slower system performance. If sustained or repeated, these performance issues could reduce the attractiveness of our platform to customers. These performance issues could result in lost customer opportunities and lower renewal rates, any of which could hurt our revenue growth, customer loyalty and reputation.
If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success, and our business may be harmed.
We believe that a critical component to our success has been our corporate culture. We have invested substantial time and resources in building our team and maintaining that corporate culture through the growth of our company. As we grow and develop the infrastructure of a public company, we may find it difficult to maintain important aspects of our corporate culture. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and to effectively focus on and pursuemake our corporate objectives.
Because our long-term growth strategy involves further expansion of our salesplatform available to customers, outside the United States, our business will be susceptible to risks associated with international operations.as well as delays and additional expenses in arranging alternative cloud infrastructure services.
A component of our growth strategy involves the further expansion of our operations and customer base internationally. In 2017, 2016 and 2015, revenue generated from customers outside the United States was 27%, 20% and 20%, respectively, of our total revenue. We currently have international offices in the United Kingdom, continental Europe and Australia, which focus primarily on selling and implementing our platform in those regions. In the future, we may expand to other international locations. Our current international operations and future initiatives will involve a variety of risks, including:
changes in a specific country’s or region’s political or economic conditions;
unexpected changes in regulatory requirements, taxes or trade laws;
more stringent regulations relating to data security and the unauthorized use of, or access to, commercial and personal information, particularly in the European Union;
differing labor regulations, especially in the European Union, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations;
challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs;
difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems and regulatory systems;
increased travel, real estate, infrastructure and legal compliance costs associated with international operations;


currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we choose to do so in the future;
limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;
laws and business practices favoring local competitors or general preferences for local vendors;
limited or insufficient intellectual property protection;
political instability or terrorist activities;
exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act and similar laws and regulations in other jurisdictions; and
adverse tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and cash.
Our limited experience in operating our business internationally increases the risk that any potential future expansion efforts that we may undertake will not be successful. If we invest substantial time and resources to expand our international operations and are unable to do so successfully and in a timely manner, our business and operating results will suffer.
Our growth depends in part on the success of our strategic relationships with third parties.

In order to grow our business, we anticipate that we will continue to depend on relationships with strategic partners to provide broader customer coverage and solution delivery capabilities. Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. Our agreements with our strategic partners are non-exclusive and do not prohibit them from working with our competitors or offering competing solutions. Our competitors may be effective in providing incentives to third parties to favor their products or services or to prevent or reduce subscriptions to our services. If our partners choose to place greater emphasis on products of their own or those offered by our competitors or do not effectively market and sell our platform, our ability to grow our business and sell software and professional services may be adversely affected. In addition, acquisitions of our partners by our competitors could result in a decrease in the number of our current and potential customers, as our partners may no longer facilitate the adoption of our platform by potential customers.

If we are unsuccessful in establishing or maintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired and our operating results may suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our platform or increased revenue.
If currency exchange rates fluctuate substantially
Because our long-term growth strategy involves further expansion of our sales to customers outside the United States, our business will be susceptible to risks associated with international operations.

A component of our growth strategy involves the further expansion of our operations and customer base internationally. In 2021, 2020, and 2019, revenue generated from customers outside the United States was 34.0%, 33.8%, and 32.3%, respectively, of our total revenue. We currently operate in Canada, Switzerland, the United Kingdom, France, Germany, the Netherlands, Italy, Australia, Spain, Singapore, Sweden, and Japan. In the future, we may expand to other international locations. Our current international operations and future initiatives will involve a variety of risks, including:

Changes in a specific country’s or region’s political or economic conditions;
Unexpected changes in regulatory requirements, taxes, or trade laws;
More stringent regulations relating to data security and the unauthorized use of, or access to, commercial and personal information, particularly in the future, our financial results, which are reported in U.S. dollars, could be adversely affected.European Union;
Generally, contracts executed by our foreign operations are denominatedDiffering labor regulations, especially in the currencyEuropean Union, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations;
Challenges inherent in efficiently managing an increased number of thatemployees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs;
Difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems, and regulatory systems;
Increased travel, real estate, infrastructure, and legal compliance costs associated with international operations;
Currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we choose to do so in the future;
Limitations on our ability to reinvest earnings from operations in one country or region and a portionto fund the capital needs of our revenue is therefore subjectoperations in other countries;
Laws and business practices favoring local competitors or general preferences for local vendors;
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Limited or insufficient levels of protection of our corporate proprietary information and assets, including intellectual property and customer information and records;
Political instability or terrorist activities;
Exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act and similar laws and regulations in other jurisdictions; and
Adverse tax burdens and foreign currency risks. Asexchange controls that could make it difficult to repatriate earnings and cash.

Our limited experience in operating our business internationally increases the risk any potential future expansion efforts we continuemay undertake will not be successful. If we invest substantial time and resources to expand our international operations we become more exposedand are unable to the effects of fluctuationsdo so successfully and in currency exchange rates. A strengthening of the U.S. dollar could increase the real cost of our platform to our customers outside of the United States, adversely affectinga timely manner, our business operations and financial results. We incur expenses for employee compensation and other operating expenses at our non-U.S. locations in the local currency, and fluctuations in the exchange rates between the U.S. dollar and other currencies could result in the dollar equivalent of such expenses being higher. This could have a negative impact on our reported operating results. To date, we have not engaged in any hedging strategies, and any such strategies, such as forward contracts, options and foreign exchange swaps related to transaction exposures that we may implement to mitigate this risk may not eliminate our exposure to foreign exchange fluctuations.results will suffer.

We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features or enhance our platform, improve our operating infrastructure, or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our Class A common stock. Our loan and security agreement with Silicon Valley Bank for our current revolving line of credit includes restrictive covenants relating to our capital raising activities and other


financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions, and any debt financing that we secure in the future could include similar restrictive covenants. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be adversely affected.

We may not achieve market acceptance of our pre-built solutions, which may adversely impact our financial results.
We have begun the process of developing and releasing pre-built solutions on our software platform in order to maximize the value of our platform to our customers and to reduce the sales cycles associated with software sales to new and existing customers. Each solution requires an investment in development, marketing, sales, support, finance, and legal resources to bring the solution to market. Although we make efforts to identify the solutions that will receive favorable market acceptance, there can be no guarantee any solution will become the source of material revenue, and the investment in the solution may not produce a positive return. If unsuccessful, such solutions may adversely impact our financial results to the extent our expenses increase without any increase in sales or to the extent that attempted sales of such solutions reduce sales of our existing platform.

If currency exchange rates fluctuate substantially in the future, our financial results, which are reported in U.S. dollars, could be adversely affected.

Generally, contracts executed by our foreign operations are denominated in the currency of that country or region and a portion of our revenue is therefore subject to foreign currency risks. As we continue to expand our international operations, we become more exposed to the effects of fluctuations in currency exchange rates. A strengthening of the U.S. dollar could reduce the dollar value of revenue generated by our customers outside of the United States, adversely affecting our business operations and financial results. We incur expenses for employee compensation and other operating expenses at our non-U.S. locations in the local currency, and fluctuations in the exchange rates between the U.S. dollar and other currencies could result in the dollar equivalent of such expenses being higher. This could have a negative impact on our reported operating results. To date, we have not engaged in any hedging strategies, and any such strategies such as forward contracts, options, and foreign exchange swaps related to transaction exposures we may implement to mitigate this risk may not eliminate our exposure to foreign exchange fluctuations.

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We employ third-party licensed software for use in or with our software, and the inability to maintain these licenses or errors in the software we license could result in increased costs or reduced service levels, which would adversely affect our business.

Our software incorporates certain third-party software obtained under licenses from other companies, including database software from Kx Systems, Inc.Kx. We anticipate that we will continue to rely on such third-party software and development tools from third parties in the future. Although we believe that there are commercially reasonable alternatives to the third-party software we currently license, including open source software, this may not always be the case, or it may be difficult or costly to migrate to other third-party software. Our use of additional or alternative third-party software would require us to enter into license agreements with third parties. In addition, integration of the third-party software used in our software with new third-party software may require significant work and require substantial investment of our time and resources. Also, any undetected errors or defects in third-party software could prevent the deployment or impair the functionality of our software, delay new updates or enhancements to our platform, or result in a failure of our platform, and injureinjuring our reputation.

If we do not or cannot maintain the compatibility of our platform with third-party applications that our customers use in their businesses, our revenue will decline.

The functionality and attractiveness of our platform depends, in part, on our ability to integrate our platform with third-party applications and platforms, including customer relationship management, human resources information, accounting, and enterprise resource planning systems that our customers use and from which they obtain data. Third-party providers of applications and application program interfaces, or APIs may change the features of their applications and platforms, restrict our access to their applications and platforms, or alter the terms governing use of their applications and APIs and access to those applications and platforms in an adverse manner. Such changes could functionally limit or terminate our ability to use these third-party applications and platforms in conjunction with our platform, which could negatively impact our offerings and harm our business. If we fail to integrate our software with new third-party applications and platforms that our customers use, we may not be able to offer the functionality that our customers need, which would negatively impact our ability to generate revenue and adversely impact our business.
Portions of our platform utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business.
Our software contains software licensed to us by third parties under so-called “open source” licenses, including the GNU Lesser General Public License, the BSD License, the Apache License and others. From time to time, there have been claims against companies that distribute or use open source software in their products and services, asserting that such open source software infringes the claimants’ intellectual property rights. We could be subject to suits by parties claiming that what we believe to be licensed open source software infringes their intellectual property rights. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. In addition, certain open source licenses require that source code for software programs that are subject to the license be made available to the public and that any modifications or derivative works to such open source software continue to be licensed under the same terms.
Although we monitor our use of open source software in an effort both to comply with the terms of the applicable open source licenses and to avoid subjecting our software to conditions we do not intend, the terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our platform. By the terms of certain open source licenses, we could be required to release the source code of our software and to make our software available under open source licenses, if we combine or distribute our software with open source software in a certain manner. In the event that portions of


our software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, re-engineer all, or a portion of, that software or otherwise be limited in the licensing of our software, each of which could reduce or eliminate the value of our platform. Many of the risks associated with usage of open source software cannot be eliminated, and could negatively affect our business, results of operations and financial condition.
Catastrophic events may disrupt our business.

Our corporate headquarters are located in Reston,northern Virginia. The area around Washington, D.C. could be subjected to domestic or foreign terrorist attacks. Additionally, we rely on our network and third-party infrastructure and enterprise applications, internal technology systems, and our website for our development, marketing, operational support, hosted services, and sales activities. In the event of a major hurricane, earthquake, or catastrophic event such as fire, power loss, telecommunications failure, cyberattack, outbreak of regional or global pandemic diseases, war, or terrorist attack, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our software development, lengthy interruptions in our services, breaches of data security, and loss of critical data, all of which could have an adverse effect on our future operating results.
Our reported financial results may be adversely affected by changes For example, the ongoing coronavirus outbreak at the beginning of 2020 has resulted in accounting principles generally acceptedincreased travel restrictions and extended shutdown of certain businesses in the United States.
U.S. GAAP is subject to interpretation byregion. At this point, the Financial Accounting Standards Board, or FASB, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change.
In particular, in May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the considerationextent to which the entity expects to be entitled in exchange for those goods or services. As an “emerging growth company,” the Jumpstart Our Business Startups Act, or the JOBS Act, allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to use this extended transition period under the JOBS Act with respect to ASU 2014-09, which will result in ASU 2014-09 becoming applicable to us on January 1, 2019.
We are evaluating ASU 2014-09 and have not determined thecoronavirus may impact it may have on our financial reporting. If, for example, we were required to recognize revenue differently with respect to our term license subscriptions and our cloud-based licenses, the differential revenue recognition may cause variability in our reported operating results due to periodic or long-term changes in the mix between term license subscriptions and cloud subscriptions to our platform.is uncertain.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, income taxes and the related valuation allowance, stock-based compensation and fair value measurements for our previously outstanding preferred stock warrant. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Class A common stock.


Adverse economic conditions may negatively impact our business.

Our business depends on the overall demand for enterprise software and on the economic health of our current and prospective customers. The financial recession that began in 2008 resulted in a significant weakening of the economy in the United States and Europe and of the global economy, more limited availability of credit, a reduction in business confidence and activity, and other difficulties that may affect one or more of the industries to which we sell our platform. In addition, the economies of countries in Europe have been experiencing weakness associated with high sovereign debt levels, weakness in the banking sector, and uncertainty overuncertainties surrounding the future of the Euro zone.zone and the United Kingdom's relationship with the European Union. We have operations in the United Kingdom and in Europe and current and potential new customers in Europe. If economic conditions in Europe and other key markets for our platform continue to remain uncertain or deteriorate further, many customers may delay or reduce their information technology spending. This could result in reductions in sales of our platform, a decrease in our renewal rate, longer sales cycles, reductions in subscription duration and value, slower adoption of new technologies, and increased price competition. Any of these events would likely have an adverse effect on our business, operating results, and financial position.
Our services revenue is highly dependent on selling software to new and existing customers.
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We derive a majority of our services revenue from professional services that relate to the development and delivery of new applications using our platform, after a customer has made an initial or additional software purchase. Accordingly, our failure to sell software may have a collateral adverse impact on our services revenue and our overall operational results.
Future acquisitions could disrupt our business and adversely affect our business operations and financial results.
Although we have not done so in the past, we
We may choose to expand by acquiring businesses or technologies. For instance, in August 2021, we acquired Lana Labs GmbH, or Lana Labs, a developer of process mining software, which we are continuing to integrate along with their personnel. Our ability as an organization to successfully acquire and integrate technologies or businesses is unproven. Acquisitions involve many risks, including the following:
an
An acquisition may negatively affect our financial results because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;
weWe may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel, or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;
anAn acquisition may disrupt our ongoing business, divert resources, increase our expenses, and distract our management;
anAn acquisition may result in a delay or reduction of customer purchases for both us and the company acquired due to customer uncertainty about continuity and effectiveness of service from either company;
weWe may encounter difficulties in successfully selling, or may be unable to successfully sell, any acquired solutions;
anAn acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions;
ourOur use of cash to pay for an acquisition would limit other potential uses for our cash; and
ifIf we incur debt to fund such acquisition, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants.

The occurrence of any of these risks could have a material adverse effect on our business operations and financial results. In addition, we may only be able to conduct limited due diligence on an acquired company’s operations. Following an acquisition, we may be subject to unforeseen liabilities arising from an acquired company’s past or present operations, and these liabilities may be greater than the warranty and indemnity limitations that we negotiate. Any unforeseen liability that is greater than these warranty and indemnity limitations could have a negative impact on our financial condition.

Risks Related to Government Regulation, Data Collection, Intellectual PropertyRegulatory Compliance and LitigationGovernmental Matters

Failure to comply with governmental laws and regulations could harm our business.

Our business is subject to regulation by various federal, state, local, and foreign governments. In certain jurisdictions, these regulatory requirements may be more stringent than those in the United States. Noncompliance with applicable


regulations or requirements could subject us to investigations, sanctions, mandatory product recalls, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties, injunctions, or other collateral consequences. If any governmental sanctions are imposed or if we do not prevail in any possible civil or criminal litigation, our business, results of operations, and financial condition could be materially adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm our business, reputation, results of operations, and financial condition.

Because our software could be used to collect and store personal information, domestic and international privacy and security concerns could result in additional costs and liabilities to us or inhibit sales of our software.software and subject us to complex and evolving federal, state, and foreign laws and regulations regarding privacy, data protection, and other related matters.

Personal privacy has become a significant issue in the United States and in many other countries where we offer our software for sale. The regulatory framework for privacy issues worldwide is rapidly evolving and is likely to remain uncertain
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for the foreseeable future. Many federal, state, and foreign government bodies and agencies have adopted or are considering adopting laws and regulations regarding the collection, use, storage, and disclosure of personal information and breach notification procedures. Interpretation of these laws, rules, and regulations and their application to our software and professional services in the United States and foreign jurisdictions is ongoing and cannot be fully determined at this time.

In the United States, these include rules and regulations promulgated under the authority of the Federal Trade Commission, the Electronic Communications Privacy Act, Computer Fraud and Abuse Act, the Health Insurance Portability and Accountability Act of 1996, the Gramm Leach Bliley Act, the California Consumer Privacy Act, or the CCPA, and other state laws relating to privacy and data security. The CCPA, which became effective on January 1, 2020, drastically changes the ability for individuals to control the use of their personal data. It contains detailed requirements regarding collecting and processing personal information, imposes certain limitations on how such information may be used, and provides rights to consumers that have never before been available, all of which may be imposed on us by our customers. This could increase our costs of doing business. Further, the California Privacy Rights Act, or CPRA, once it becomes effective, will significantly modify the CCPA, including by expanding consumers’ rights with respect to certain sensitive personal information. The CPRA also creates a new state agency that will be vested with authority to implement and enforce the CCPA and the CPRA. New legislation proposed or enacted in various other states will continue to shape the data privacy environment nationally. For example, Virginia passed the Consumer Data Protection Act, and Colorado passed the Colorado Privacy Act, both of which differ from the CPRA and become effective in 2023.Some of these state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to confidential, sensitive, and personal information than federal, international, or other state laws, and such laws may differ from each other, which may complicate compliance efforts.

Internationally, the European Union has adopted a General Data Protection Regulationcomprehensive general data protection regulation, or the GDPR, which contains numerous requirements and changes related to rights of data subjects in their personal data, including more robust obligations on data processors and heavier documentation requirements for data protection compliance programs by companies. In addition, absent appropriate safeguards or other circumstances, the EU GDPR generally restricts the transfer of personal data to countries outside of the European Economic Area, or EEA, such as the United States, which the European Commission does not consider to provide an adequate level of data privacy and security. The European Commission released a set of “Standard Contractual Clauses” in June 2021 that are designed to be a valid mechanism by which entities can transfer personal data out of the EEA to jurisdictions that the European Commission has not found to provide an adequate level of protection. Currently, these new Standard Contractual Clauses are a valid mechanism to transfer personal data outside of the EEA. The new Standard Contractual Clauses, however, require parties that rely upon that legal mechanism to comply with additional obligations, such as conducting transfer impact assessments to determine whether additional security measures are necessary to protect the at-issue personal data. Moreover, due to potential legal challenges, there exists some uncertainty regarding whether the new Standard Contractual Clauses will take effect in May 2018 and virtuallyremain a valid mechanism for transfers of personal data out of the EEA.

Virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we or our customers must comply. Since we are agnostic as to the data uploaded into our cloud offering by our cloud offering customers or processed by our platform in on-premises deployments, we may be hosting or otherwise processing substantial amounts of individually identifiable health information and other types of personally identifiable information. The effects of any of this legislation could be potentially far-reaching and may require us to modify our data management practices and to incur substantial expense in an effort to comply.

In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that may apply to us. Because the interpretation and application of privacy and data protection laws are still uncertain, it is possible that these laws and other actual or alleged legal obligations such as contractual or self-regulatory obligations may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our platform. If so, in addition to the possibility of fines, lawsuits, and other claims, we could be required to fundamentally change our business activities and practices or modify our software, which could have an adverse effect on our business. Any inability to adequately address privacy or cybersecurity concerns, even if unfounded, or comply with applicable privacy or data protection laws, regulations, and policies, could result in additional cost and liability to us, damage our reputation, inhibit sales, and adversely affect our business.

Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to the businesses of our customers may limit the use and adoption of, and reduce the overall demand for, our platform. Privacy
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concerns, whether valid or not valid, may inhibit market adoption of our platform, particularly in certain industries and foreign countries.
Any failure
If our platform fails to protectfunction in a manner that allows our proprietary technology and intellectual property rights could substantially harmcustomers to operate in compliance with regulations and/or industry standards, our businessrevenue and operating results.results could be harmed.

Certain of our customers use our platform to create applications that ensure secure communications given the nature of the content being distributed and associated applicable regulatory requirements. Governmental and other customers may also require our platform to comply with certain privacy, security, and other certifications and standards. Our successcloud platform holds various security certifications from government agencies and ability to compete depend in part on our ability to protect our proprietary technologyindustry organizations, including the Federal Risk and intellectual property. To safeguard these rights, we rely on a combination of patent, trademark, copyrightAuthorization Management Program, or FedRAMP, compliance and trade secret lawsHITRUST certification. It also meets the ISO 27001, Payment Card Industry Data Security Standard, or PCI DSS, and contractual protections in the various United States Health Insurance Portability and other jurisdictions, allAccountability Act, or HIPAA, standards. Governments and industry organizations may also adopt new laws, regulations, or requirements or make changes to existing laws or regulations that could impact the demand for, or value of, which provide only limited protectionour applications such as the European Banking Authority's regulations updated in September 2019 and may not now or in the future provide us with a competitive advantage.
As of December 31, 2017,CCPA that took effect January 1, 2020. If we had two issued patents relatingfail to maintain our SAIL technology and two patent applications pending in the United States relating to our platform. We cannot assure you that any patents will issue from any patent applications, that patents that issue from such applications will give us the protection that we seek or that any such patents will not be challenged, invalidated or circumvented. Any patents that may issue in the future from our pending or future patent applications may not provide sufficiently broad protection and may not be enforceable in actions against alleged infringers. Obtaining and enforcing software patents in the United States is becoming increasingly challenging. Any patents we have


obtained or may obtain in the future may be found to be invalid or unenforceable in light of recent and future changes in the law. We have registered the “Appian” name and logo in the United States and certain other countries. We have registrationscurrent security certifications and/or pending applications for additional marks in the United States; however, we cannot assure you that any future trademark registrations will be issued for pending or future applications or that any registered trademarks will be enforceable or provide adequate protection of our proprietary rights. We also license software from third parties for integration into our software, including open source software and other software available on commercially reasonable terms. We cannot assure you that such third parties will maintain such software orto continue to make it available.
In order to protect our unpatented proprietary technologies and processes,meet security standards, or if we rely on trade secret laws and confidentiality and invention assignment agreements with our employees, consultants, strategic partners, vendors and others. Some of our customer contracts also require us to place our proprietary source code in escrow for the benefit of our customer in the event we go bankrupt, become insolvent or are unable to fulfilladapt our support obligations underplatform to changing legal and regulatory standards or other requirements in a timely manner, our customer contracts. Also, despite our efforts to protect our proprietary technology and trade secrets, unauthorized partiescustomers may attempt to misappropriate, copy, reverse engineer or otherwise obtain and use them. In addition, others may independently discover our trade secrets,lose confidence in which case we would not be able to assert trade secret rights, or develop similar technologies and processes. Further, the contractual provisions that we enter into may not prevent unauthorized use or disclosure of our proprietary technology or intellectual property rights and may not provide an adequate remedy in the event of unauthorized use or disclosure of our proprietary technology or intellectual property rights. Moreover, policing unauthorized use of our technologies, trade secrets and intellectual property is difficult, expensive and time-consuming, particularly in foreign countries where the laws may not be as protective of intellectual property rights as those in the United States and where mechanisms for enforcement of intellectual property rights may be weak. To the extent that we expand our activities outside of the United States, our exposure to unauthorized copying and use of our platform, and proprietary information may increase. We may be unable to determine the extent of any unauthorized use or infringement of our platform, technologies or intellectual property rights.
There can be no assurance that the steps that we take will be adequate to protect our proprietary technology and intellectual property, that others will not develop or patent similar or superior technologies, products or services, or that our trademarks, patents, and other intellectual property will not be challenged, invalidated or circumvented by others. Furthermore, effective trademark, patent, copyright, and trade secret protection may not be available in every country in which our software is available or where we have employees or independent contractors. In addition, the legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights in internet and software-related industries are uncertain and still evolving.
In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation brought to protect and enforce our intellectual property rightsbusiness could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our failure to secure, protect and enforce our intellectual property rights could seriously adversely affect our brand and adversely impact our business.negatively impacted.
We may be subject to intellectual property rights claims by third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies.
Companies in the software and technology industries, including some of our current and potential competitors, own significant numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. In addition, many of these companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. The litigation may involve patent holding companies or other adverse patent owners that have no relevant product revenue and against which our patents may therefore provide little or no deterrence. In the past, we have been subject to allegations of patent infringement that were unsuccessful, and we may in the future be subject to claims that we have misappropriated, misused, or infringed other parties’ intellectual property rights, and, to the extent we gain greater market visibility or face increasing competition, we face a higher risk of being the subject of intellectual property infringement claims, which is not uncommon with respect to enterprise software companies. We also generally grant our customers ownership of any custom applications that we develop for them, subject to our continued ownership of our pre-existing intellectual property rights and, in the past, a customer for whom we have developed custom applications has incorrectly alleged that applications we have independently developed infringed the customer’s intellectual property rights. In addition, we have in the past and may in


the future be subject to claims that employees or contractors, or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of our competitors or other parties. To the extent that intellectual property claims are made against our customers based on their usage of our technology, we have certain obligations to indemnify and defend such customers from those claims. The term of our contractual indemnity provisions often survives termination or expiration of the applicable agreement. Large indemnity payments, defense costs or damage claims from contractual breach could harm our business, results of operations and financial condition.
There may be third-party intellectual property rights, including issued or pending patents that cover significant aspects of our technologies or business methods. Any intellectual property claims, with or without merit, could be very time-consuming, could be expensive to settle or litigate, could divert our management’s attention and other resources and could result in adverse publicity. These claims could also subject us to making substantial payments for legal fees, settlement payments, and other costs or damages, potentially including treble damages if we are found to have willfully infringed patents or copyrights. These claims could also result in our having to stop making, selling, offering for sale, or using technology found to be in violation of a third party’s rights. We might be required to seek a license for the third-party intellectual property rights, which may not be available on reasonable terms or at all. Even if a license is available to us, we may be required to pay significant upfront fees, milestones or royalties, which would increase our operating expenses. Moreover, to the extent we only have a license to any intellectual property used in our platform, there may be no guarantee of continued access to such intellectual property, including on reasonable terms. As a result, we may be required to develop alternative non-infringing technology, which could require significant effort and expense. If a third party is able to obtain an injunction preventing us from accessing such third-party intellectual property rights, or if we cannot license or develop technology for any infringing aspect of our business, we would be forced to limit or stop sales of our software or cease business activities covered by such intellectual property, and may be unable to compete effectively. Any of these results would adversely affect our business, results of operations, financial condition and cash flows.
Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our platform and could have a negative impact on our business.

The future success of our business, and particularly our cloud offering, depends upon the continued use of the internet as a primary medium for commerce, communication, and business applications. Federal, state, or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium. Changes in these laws or regulations could require us to modify our platform in order to comply with these changes. In addition, government agencies or private organizations may begin to impose taxes, fees, or other charges for accessing the internet or commerce conducted via the internet. These laws or charges could limit the growth of internet-related commerce or communications generally, resulting in reductions in the demand for internet-based solutions such as ours.

In addition, the use of the internet as a business tool could be adversely affected due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease of use, accessibility, and quality of service. The performance of the internet and its acceptance as a business tool have been adversely affected by “viruses,” “worms”viruses, worms, and similar malicious programs, along with distributed denial of service, or DDoS, and similar attacks. As a result, the internet has experienced a variety of outages and other delays as a result of such damage to or attacks on portions of its infrastructure. If the use of the internet is adversely affected by these issues, demand for our platform could suffer.
Our operating results may be negatively affected if we are required to pay additional state sales tax, value added, or other transaction taxes, and we could be subject to liability with respect to all or a portion of past or future sales.
We currently collect and remit sales and use, value added and other transaction taxes in certain of the jurisdictions where we do business based on our assessment of the amount of taxes owed by us in such jurisdictions. However, in some jurisdictions in which we do business, we do not believe that we owe such taxes, and therefore we currently do not collect and remit such taxes in those jurisdictions or record contingent tax liabilities in respect of those jurisdictions.
Further, due to uncertainty in the application and interpretation of applicable tax laws in various jurisdictions, we may be exposed to sales and use, value added or other transaction tax liability. A successful assertion that we are required to pay additional taxes in connection with sales of our platform, or the imposition of new laws or regulations requiring the payment of additional taxes, would create increased costs and administrative burdens for us. If we are subject to additional taxes and determine to offset such increased costs by collecting and remitting sales taxes from our customers, or otherwise passing those


costs through to our customers, companies may be discouraged from using our platform. Any increased tax burden may decrease our ability or willingness to compete in relatively burdensome tax jurisdictions, result in substantial tax liabilities related to past sales or otherwise harm our business and operating results.
We are a multinational organization faced with increasingly complex tax issues in many jurisdictions, and we could be obligated to pay additional taxes in various jurisdictions.
As a multinational organization, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws and the amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, which could have a material adverse effect on our liquidity and operating results. For example, we continue to maintain a full valuation allowance on the deferred tax assets of our subsidiary in Switzerland as we determined that it was not more likely than not that we would be able to realize a benefit from the gross net operating loss at that subsidiary. Based on our cumulative operating results as of December 31, 2017, and assessment of our expected future results of operations, we determined that it was not more-likely-than not that we would be able to realize the deferred tax assets prior to expiration.
In addition, the authorities in these jurisdictions could review our tax returns and impose additional tax, interest and penalties, and the authorities could claim that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries, any of which could have a material impact on us and the results of our operations.
Our ability to use net operating losses to offset future taxable income may be subject to certain limitations.
As of December 31, 2017, we had federal and state net operating loss carryforwards, or NOLs, at Appian Corporation of $25.3 million and $25.3 million, respectively, available to offset future taxable income, which substantially expire in 2037 if not utilized. A lack of future taxable income would adversely affect our ability to utilize these NOLs before they expire. Under the provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, substantial changes in our ownership may limit the amount of pre-change NOLs that can be utilized annually in the future to offset taxable income. Section 382 of the Internal Revenue Code, or Section 382, imposes limitations on a company’s ability to use NOLs if a company experiences a more-than-50-percent ownership change over a three-year testing period. Based upon our analysis as of December 31, 2017, we have determined that we do not expect these limitations to impair our ability to use our NOLs prior to expiration. However, if changes in our ownership occur in the future, our ability to use our NOLs may be further limited. For these reasons, we may not be able to utilize a material portion of the NOLs, even if we achieve profitability.
As of December 31, 2017, we also had foreign NOLs of $35.7 million, primarily at Appian Software Switzerland. These NOLs will substantially expire in 2024, if unused. If we are limited in our ability to use our NOLs in future years in which we have taxable income, we will pay more taxes than if we were able to fully utilize our NOLs. This could adversely affect our operating results and the market price of our Class A common stock.
Forecasting our estimated annual effective tax rate for financial accounting purposes is complex and subject to uncertainty, and there may be material differences between our forecasted and actual tax rates.
Forecasts of our income tax position and effective tax rate for financial accounting purposes are complex and subject to uncertainty because our income tax position for each year combines the effects of a mix of profits earned and losses incurred by us in various tax jurisdictions with a broad range of income tax rates, as well as changes in the valuation of deferred tax assets and liabilities, the impact of various accounting rules and changes to these rules and tax laws, the results of examinations by various tax authorities, and the impact of any acquisition, business combination or other reorganization or financing transaction. To forecast our global tax rate, we estimate our pre-tax profits and losses by jurisdiction and forecast our tax expense by jurisdiction. If the mix of profits and losses, our ability to use tax credits, or effective tax rates by jurisdiction is different than those estimated, our actual tax rate could be materially different than forecasted, which could have a material impact on our results of business, financial condition and results of operations.


On December 22, 2017, U.S. Federal tax reform was enacted with the signing of the Tax Cuts and Jobs Act, or the TCJA. Notable provisions of the TCJA include significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of adjusted earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, one time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits. 
While the changes from the TCJA are generally effective beginning in 2018, U.S. GAAP accounting for income taxes requires the effect of a change in tax laws or rates to be recognized in income from continuing operations for the period that includes the enactment date. Due to the complexities involved in accounting for the enactment of the TCJA, the Securities and Exchange Commission Staff Accounting Bulletin No. 118, or SAB No. 118, allows us to record provisional amounts in earnings for the year ended December 31, 2017. Where reasonable estimates can be made, the provisional accounting should be based on such estimates. When no reasonable estimate can be made, the provisional accounting may be based on the tax law in effect before the TCJA. We are required to complete our tax accounting for the TCJA in the period when we have obtained, prepared, and analyzed the information to complete the income tax accounting.
We have not completed our accounting for the tax effects of enactment of the TCJA; however, as we describe in Note 6 to our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K, we have made reasonable estimates of the effects of the TCJA on our consolidated financial statements which are included as a component of income tax expense.
The U.S. Department of Treasury has broad authority to issue regulations and interpretative guidance that may significantly impact how we will apply the law and impact our results of operations in the period issued. As additional regulatory guidance is issued by the applicable taxing authorities, as accounting treatment is clarified, as we perform additional analysis on the application of the law, and as we refine estimates in calculating the effect, our final analysis, which will be recorded in the period completed, may be different from our current provisional amounts, which could materially affect our tax obligations and effective tax rate.
We are subject to anti-corruption laws with respect to our domestic and international operations, and non-compliance with such laws can subject us to criminal and/or civil liability and materially harm our business.

We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the United Kingdom Bribery Act 2010, and other anti-corruption laws in countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit our company from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector. We use third-party law firms, accountants, and other representatives for regulatory compliance, sales, and other purposes in several countries. We can be held liable for the corrupt or other illegal activities of these third-party representatives, our employees, contractors, and other agents, even if we do not explicitly authorize such activities. In addition, although we have implemented policies and procedures to ensure compliance with anti-corruption laws, there can be no assurance that all of our employees, representatives, contractors, or agents will comply with these laws at all times.

Noncompliance with these laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or
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other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations, and financial condition could be materially harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. Enforcement actions and sanctions could further harm our business, results of operations, and financial condition. Moreover, as an issuer of securities, we also are subject to the accounting and internal controls provisions of the FCPA. These provisions require us to maintain accurate books and records and a system of internal controls sufficient to detect and prevent corrupt conduct. Failure to abide by these provisions may have an adverse effect on our business, operations, or financial condition.



We are subject to governmental export and import controls and economic and trade sanctions that could impair our ability to conduct business in international markets and subject us to liability if we are not in compliance with applicable laws and regulations.

The United States and other countries maintain and administer export and import laws and regulations, including various economic and trade sanctions including those administered by the Office of Foreign Assets Control, or OFAC, which apply to our business. We are required to comply with these laws and regulations. If we fail to comply with such laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges;privileges, fines which may be imposed on us and responsible employees or managers;managers, and, in extreme cases, the incarceration of responsible employees or managers.

Changes in our platform, or changes in applicable export or import laws and regulations, may create delays in the introduction and sale of our platform in international markets or, in some cases, prevent the export or import of our platform to certain countries, governments, or persons altogether. Any change in export or import laws and regulations or economic or trade sanctions, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons, or technologies targeted by such laws and regulations could also result in decreased use of our platform or in our decreased ability to export or sell our platform to existing or potential customers. Any decreased use of our services or limitation on our ability to export or sell our services would likely adversely affect our business, financial condition, and results of operations.

We incorporate encryption technology into certain of our products. Encryption products may be exported outside of the United States only with the required export authorization, including by license, license exception, or other appropriate government authorization. Obtaining the necessary export license or other authorization for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities. In addition, various countries regulate the import of certain encryption technology, including import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our products or could limit our customers’ ability to implement our products in those countries. Although we take precautions to prevent our products from being provided in violation of such laws, our products may have been in the past, and could in the future, be provided inadvertently in violation of such laws, despite the precautions we take. Governmental regulation of encryption technology and regulation of imports or exports, or our failure to obtain required import or export approval for our products, could harm our international sales and adversely affect our revenue.

Moreover, U.S. export control laws and economic sanctions programs prohibit the provision of services to countries, governments, and persons that are subject to U.S. economic embargoes and trade sanctions. Even though we take precautions to prevent our platform from being used by U.S. sanctions targets, our platform could be used by a sanctioned person or in an embargoed country despite such precautions. Any such shipment could have negative consequences, including government investigations, penalties, and reputational harm.
If
Risks Related to Our Intellectual Property

Any failure to protect our proprietary technology and intellectual property rights could substantially harm our business and operating results.

Our success and ability to compete depend in part on our ability to protect our proprietary technology and intellectual property. To safeguard these rights, we rely on a combination of patent, trademark, copyright, and trade secret laws and contractual protections in the United States and other jurisdictions, all of which provide only limited protection and may not now or in the future provide us with a competitive advantage.
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As of December 31, 2021, we had six issued patents, two allowed patents, and four pending patent applications related to our platform failsand its technology. We have registered the “Appian” name and logo in the United States and certain other countries. We have registrations and/or pending applications for additional marks in the United States. We cannot provide assurance that any current or future applications for registrations for patent or trademark applications will result in the grant of any valid, enforceable intellectual property rights. Further, we cannot provide assurance that any granted patent or trademark will provide the protection we seek, will be valid if challenged, or will be sufficiently broad in actions against alleged infringers. Moreover, any of our granted intellectual property rights may be rendered invalid by future changes in the law, defects in our prosecution processes, or preexisting technology, rights, or marks.

In order to functionprotect our unpatented proprietary technologies and processes, we rely on trade secret laws and confidentiality and invention assignment agreements with our employees, consultants, strategic partners, vendors, and others. Despite our efforts to protect our proprietary technology and trade secrets, unauthorized parties may attempt to misappropriate, copy, reverse engineer, or otherwise obtain and use them. In addition, others may independently discover our trade secrets, in which case we would not be able to assert trade secret rights or develop similar technologies and processes. Further, the contractual provisions we enter into may not prevent unauthorized use or disclosure of our proprietary technology or intellectual property rights and may not provide an adequate remedy in the event of any such unauthorized use or disclosure.

Policing unauthorized use of our technologies, trade secrets, and intellectual property is difficult, expensive, and time-consuming, particularly in foreign countries where the laws may not be as protective of intellectual property rights as those in the United States and where mechanisms for enforcement of intellectual property rights may be weak. To the extent we expand our activities outside of the United States, our exposure to unauthorized copying and use of our platform and proprietary information may increase. We may be unable to determine the extent of any unauthorized use or infringement of our platform, technologies, or intellectual property rights.

There can be no assurance the steps we take will be adequate to protect our proprietary technology and intellectual property, that others will not develop or patent similar or superior technologies, products or services, or that our trademarks, patents, and other intellectual property will not be challenged, invalidated, or circumvented by others. Furthermore, effective trademark, patent, copyright, and trade secret protection may not be available in every country in which our software is available or where we have employees or independent contractors.

In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Our failure to secure, protect, and enforce our intellectual property rights could seriously adversely affect our brand and impact our business.

We may be subject to intellectual property rights claims by third parties, which are extremely costly to defend, could require us to pay significant damages, and could limit our ability to use certain technologies.

Companies in the software and technology industries, including some of our current and potential competitors, own significant numbers of patents, copyrights, trademarks, and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. In addition, many of these companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. The litigation may involve patent holding companies or other adverse patent owners that have no relevant product revenue and against which our patents may therefore provide little or no deterrence. In the past, we have been subject to allegations of patent infringement that were unsuccessful, and we may in the future be subject to claims we have misappropriated, misused, or infringed other parties’ intellectual property rights, and, to the extent we gain greater market visibility or face increasing competition, we face a manner that allowshigher risk of being the subject of intellectual property infringement claims, which is not uncommon with respect to enterprise software companies. We also generally grant our customers ownership of any custom applications we develop for them, subject to operateour continued ownership of our pre-existing intellectual property rights and, in compliancethe past, a customer for whom we have developed custom applications has incorrectly alleged applications we have independently developed infringed the customer’s intellectual property rights. In addition, we have in the past, and may in the future, be subject to claims that our employees, contractors, or we ourselves have inadvertently or otherwise used or disclosed
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trade secrets or other proprietary information of our competitors or other parties. To the extent intellectual property claims are made against our customers based on their usage of our technology, we have certain obligations to indemnify and defend such customers from those claims. The term of our contractual indemnity provisions often survives termination or expiration of the applicable agreement. Large indemnity payments, defense costs, or damage claims from contractual breach could harm our business, results of operations, and financial condition.

There may be third-party intellectual property rights, including issued or pending patents that cover significant aspects of our technologies or business methods. Any intellectual property claims, with regulations and/or industry standards, our revenue and operating resultswithout merit, could be harmed.
Certainvery time-consuming, expensive to settle or litigate, divert our management’s attention and other resources, and result in adverse publicity. These claims could also subject us to making substantial payments for legal fees, settlement payments, and other costs or damages, potentially including treble damages if we are found to have willfully infringed patents or copyrights. These claims could also result in our having to stop making, selling, offering for sale, or using technology found to be in violation of a third party’s rights. We might be required to seek a license for the third-party intellectual property rights, which may not be available on reasonable terms or at all. Moreover, to the extent we only have a license to any intellectual property used in our platform, there may be no guarantee of continued access to such intellectual property, including on reasonable terms. As a result, we may be required to develop alternative non-infringing technology, which could require significant effort and expense. If a third party is able to obtain an injunction preventing us from accessing such third-party intellectual property rights, or if we cannot license or develop technology for any infringing aspect of our customers usebusiness, we would be forced to limit or stop sales of our software or cease business activities covered by such intellectual property and may be unable to compete effectively. Any of these results would adversely affect our business, results of operations, financial condition, and cash flows.

Portions of our platform to create applications that ensure secure communications given the nature of the content being distributedutilize open source software, and associated applicable regulatory requirements. Governmental and other customers may also require our platformany failure to comply with certain privacy, security and other certifications and standards. the terms of one or more of these open source licenses could negatively affect our business.

Our cloud platform holds various security certifications from government agencies and industry organizations,software contains software licensed to us by third parties under so-called “open source” licenses, including the Federal RiskGNU Lesser General Public License, the BSD License, and Authorization Management Program compliance,others. From time to time, there have been claims against companies that distribute or use open source software in their products and meetsservices, asserting such open source software infringes the Payment Card Industry Data Security Standardclaimants’ intellectual property rights. We could be subject to suits by parties claiming what we believe to be licensed open source software infringes their intellectual property rights. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the United States Health Insurance Portabilityquality of the code. In addition, certain open source licenses require source code for software programs subject to the license be made available to the public and Accountability Act standard. Governmentsthat any modifications or derivative works to such open source software continue to be licensed under the same terms.

Although we monitor our use of open source software in an effort both to comply with the terms of the applicable open source licenses and industry organizations may also adopt new laws, regulations or requirements, or make changes to existing laws or regulations,avoid subjecting our software to conditions we do not intend, the terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk these licenses could be construed in a way that could impactimpose unanticipated conditions or restrictions on our ability to commercialize our platform. By the demand for,terms of certain open source licenses, we could be required to release the source code of our software and to make our software available under open source licenses, if we combine or distribute our software with open source software in a certain manner. In the event portions of our software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, re-engineer all, or a portion of, that software or otherwise be limited in the licensing of our software, each of which could reduce or eliminate the value of our applications, suchplatform. Many of the risks associated with usage of open source software cannot be eliminated and could negatively affect our business, results of operations, and financial condition.

Risks Related to Tax and Accounting Matters

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances, as provided in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K. The results of these estimates form the basis for making judgments about the carrying values of
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assets, liabilities, and equity as well as the General Data Protection Regulations adopted byamount of revenue and expenses. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, income taxes and the European Union that will take effect in May 2018. If we fail to maintain our current security certifications and/or to continue to meet security standards, or if we are unable to adapt our platform to changing legalrelated valuation allowance, stock-based compensation, impairment of goodwill and regulatory standards or other requirements in a timely manner, our customerslong-lived assets, and business combinations. Our results of operations may lose confidence in our platform and our business could be negatively impacted.
Our business could be adversely affected if our employees cannot obtainassumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and maintain required security clearancesinvestors, resulting in a decline in the trading price of our Class A common stock.

Our operating results may be negatively affected by additional tax liabilities.

We currently collect and remit sales and use, value added, and other transaction taxes in certain of the jurisdictions where we do business based on our assessment of whether tax is owed by us in such jurisdictions. However, in some jurisdictions in which we do business, we do not believe we owe such taxes, and therefore we currently do not collect and remit such taxes or record contingent tax liabilities in those jurisdictions. Further, due to uncertainty in the application and interpretation of applicable tax laws in various jurisdictions, we cannot maintain our facility security clearance.
Ifmay be exposed to sales and when awarded, certain U.S. government contracts require our employees to maintain various levels of security clearances, anduse, value added, or other transaction tax liability. A successful assertion that we would beare required to maintainpay additional taxes in connection with sales of our facility security clearance, to comply with Departmentplatform, or the imposition of Defense,new laws or


DoD, requirements. The DoD has strict security clearance requirements regulations requiring the payment of additional taxes, would create increased costs and administrative burdens for personnel who work on classified programs. Obtaining and maintaining security clearances for employees involves a lengthy process, and it is difficult to identify, recruit and retain employees who already hold security clearances.us. If our employees are unable to obtain security clearances in a timely manner, or at all, or if our employees who hold security clearances are unable to maintain their clearances or terminate employment with us, then a customer requiring classified work could terminate an existing contract or decide not to renew the contract upon its expiration. To the extent we are subject to additional taxes and determine to offset such increased costs by collecting and remitting sales taxes from our customers, or otherwise passing those costs through to our customers, companies may be discouraged from using our platform. Any increased tax burden may decrease our ability or willingness to compete in relatively burdensome tax jurisdictions, result in substantial tax liabilities related to past sales, or otherwise harm our business and operating results.

In addition, as a multinational organization, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws and the amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws, or revised interpretations of existing tax laws and precedents. Furthermore, the authorities in these jurisdictions could review our tax returns and impose additional tax, interest, and penalties, and the authorities could claim various withholding requirements apply to us or our subsidiaries or assert benefits of tax treaties are not ableavailable to maintainus or our facility security clearance,subsidiaries, any of which could have a material impact on us and the results of our operations.

Our ability to use net operating losses to offset future taxable income may be subject to certain limitations.

As of December 31, 2021, we had gross U.S. federal and state net operating loss carryforwards, or NOLs, of $239.9 million and $249.8 million, respectively, available to offset future taxable income. NOLs generated in tax years ended on or prior to December 31, 2017 will substantially expire by 2037 if unused. As a result of certain provisions in the Tax Cuts and Jobs Act of 2017, or the TCJA, as modified by the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, federal NOLs generated in tax years beginning after December 31, 2017 may be carried forward indefinitely but, in the case of tax years beginning after 2020, may only be used to offset 80% of our taxable income annually. Under the provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, substantial changes in our ownership may limit the amount of pre-change NOLs that can be utilized annually in the future to offset taxable income. Section 382 of the Internal Revenue Code imposes limitations on a company’s ability to use NOLs if a company experiences a more-than-50-percent ownership change over a three-year testing period. Based upon our analysis as of December 31, 2021, we have determined we do not expect these limitations to impair our ability to use our NOLs prior to expiration. However, if changes in our ownership occur in the future, our ability to use our NOLs may be further limited. For these reasons, we may not be able to bidutilize a material portion of the NOLs, even if we achieve profitability.

As of December 31, 2021, we also had gross foreign NOLs of $126.6 million, primarily at our Swiss subsidiary, Appian Software International. These NOLs will begin to expire in 2022 to 2029, if unused. If we are limited in our ability to use our NOLs in future years in which we have taxable income, we will pay more taxes than if we were able to fully utilize our NOLs. This could adversely affect our operating results and the market price of our Class A common stock.

Forecasting our estimated annual effective tax rate for financial accounting purposes is complex and subject to uncertainty, and there may be material differences between our forecasted and actual tax rates.

Forecasts of our income tax position and effective tax rate for financial accounting purposes are complex and subject to uncertainty because our income tax position for each year combines the effects of a mix of profits earned and losses incurred by
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us in various tax jurisdictions with a broad range of income tax rates, as well as changes in the valuation of deferred tax assets and liabilities, the impact of various accounting rules and changes to these rules and tax laws, the results of examinations by various tax authorities, and the impact of any acquisition, business combination, or other reorganization or financing transaction. To forecast our global tax rate, we estimate our pre-tax profits and losses by jurisdiction and forecast our tax expense by jurisdiction. If the mix of profits and losses, our ability to use tax credits, or effective tax rates by jurisdiction is different than those estimated, our actual tax rate could be materially different than forecasted, which could have a material impact on our results of business, financial condition, and results of operations.

We are obligated to develop and maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our Class A common stock.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, or win new classified contracts.Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting on an annual basis. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert our internal control over financial reporting is effective. While we have established certain procedures and controls over our financial reporting processes, we cannot provide assurance these efforts will prevent restatements of our financial statements in the future. Our independent registered public accounting firm is also required, pursuant to Section 404, to attest to, and report on, management's assessment of our internal control over financial reporting, which report is included elsewhere in this Annual Report on Form 10-K. This assessment is required to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. For future reporting periods, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, or operating. We may not be able to remediate any future material weaknesses or to complete our evaluation, testing, and any required remediation in a timely fashion.

Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our Class A common stock could decline, and we could be subject to sanctions or investigations by the Nasdaq Stock Market, the SEC, or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Risks Related to Our Class A Common Stock
Our stock price may be volatile, and you may lose some or all of your investment.
The market price of our Class A common stock may be highly volatile and may fluctuate substantially as a result of a variety of factors, some of which are related in complex ways. Since shares of our Class A common stock were sold in our IPO in May 2017 at a price of $12.00 per share, our stock price has ranged from an intraday low of $14.60 to an intraday high of $43.26 through February 20, 2018. Factors that may affect the market price of our Class A common stock include:
actual or anticipated fluctuations in our financial condition and operating results;
variance in our financial performance from expectations of securities analysts;
changes in the prices of subscriptions to our platform;
changes in our projected operating and financial results;
changes in laws or regulations applicable to our platform;
announcements by us or our competitors of significant business developments, acquisitions or new offerings;
our involvement in any litigation;
our sale of our Class A common stock or other securities in the future;
changes in senior management or key personnel;
the trading volume of our Class A common stock;
changes in the anticipated future size and growth rate of our market; and
general economic, regulatory and market conditions.
Recently, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry fluctuations, as well as general economic, political, regulatory and market conditions, may negatively impact the market price of our Class A common stock. In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial costs and divert our management’s attention.
An active public trading market may not be sustained.
Prior to the completion of our IPO in May 2017, no public market for our Class A common stock existed. An active public trading market for our Class A common stock may not be sustained. The lack of an active market may impair your ability to sell your shares of Class A common stock at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.
Future sales of our Class A common stock in the public market could cause the market price of our Class A common stock to decline.
Sales of a substantial number of shares of our Class A common stock in the public market, or the perception that these sales might occur, could depress the market price of our Class A common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Class A common stock.
As of December 31, 2017, there were 6,999,387 shares of Class B common stock and 11,500 shares of Class A common stock subject to outstanding options and 731,975 shares of Class A common stock to be issued upon the vesting of


outstanding restricted stock units. We have registered all of the shares of Class A common stock issuable (i) upon conversion of the shares of Class B common stock issuable upon exercise of outstanding options, (ii) upon the exercise of outstanding options, (iii) upon the vesting of outstanding restricted stock units and (iv) upon exercise of settlement of any options or other equity incentives we may grant in the future, for public resale under the Securities Act of 1933, as amended, or the Securities Act. Accordingly, these shares may be freely sold in the public market upon issuance as permitted by any applicable vesting requirements, subject to the lock-up agreements described above and compliance with applicable securities laws.
As of December 31, 2017, holders of approximately 14 million shares of Class B common stock have rights, subject to some conditions, to require us to file registration statements for the public resale of the Class A common stock issuable upon conversion of such shares or to include such shares in registration statements that we may file for ourselves or other stockholders.
The sale of shares of our Class A common stock by a single large stockholder could cause the market price of our Class A common stock to decline.
Approximately 37% of our publicly traded Class A common stock is held by a single stockholder. Should this stockholder elect to sell all or a significant portion of its shares of our Class A common stock, the market price of our Class A common stock and our ability to raise capital through the sale of additional equity securities could be negatively affected. We cannot predict the effect that such a sale may have on the prevailing market price of our Class A common stock.
The dual class structure of our common stock and the existing ownership of capital stock by Matthew Calkins, our founder and Chief Executive Officer, has the effect of concentrating voting control with Mr. Calkins for the foreseeable future, which will limit your ability to influence corporate matters.

Our Class B common stock has ten votes per share, and our Class A common stock has one vote per share. Given the greater number of votes per share attributed to our Class B common stock, our Class B stockholders collectively beneficially ownowned shares representing approximately 97%89% of the voting power of our outstanding capital stock as of December 31, 2017.2021. Further, Mr. Calkins, our founder and Chief Executive Officer, together with his affiliates, collectively beneficially ownowned shares representing approximately 58%77% of the voting power of our outstanding capital stock as of December 31, 2017.2021. Consequently, Mr. Calkins, together with his affiliates, is able to control a majority of the voting power even if their stock holdings represent as few as approximately 40%25% of the outstanding number of shares of our common stock. This concentrated control will limit your ability to influence corporate matters for the foreseeable future. For example, Mr. Calkins will be able to control elections of directors, amendments of our certificate of incorporation or bylaws, increases to the number of shares available for issuance under our equity incentive plans or adoption of new equity incentive plans, and approval of any merger or sale of assets for the foreseeable future. This concentrated control could also discourage a potential investor from acquiring our Class A common stock due to the limited voting power of such stock relative to the Class B common stock and might harm the market price of our Class A common stock. In addition, Mr. Calkins has the ability to control the management and major
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strategic investments of our company as a result of his position as our Chief Executive Officer and his ability to control the election or replacement of our directors. As a board member and officer, Mr. Calkins owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. However, as a stockholder, even a controlling stockholder, Mr. Calkins is entitled to vote his shares, and shares over which he has voting control, in his own interests, which may not always be in the interests of our stockholders generally.

Future transfers by Mr. Calkins and other holders of Class B common stock will generally result in those shares converting on a 1:1 basis to Class A common stock, which will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long-term.
We have not elected to take advantage of the “controlled company” exemption to the corporate governance rules for publicly-listed companies but may do so in the future.
Because our Chief Executive Officer, Mr. Calkins, owns in excess of 50% of the voting power of our outstanding capital stock, we are eligible to elect the “controlled company” exemption to the corporate governance rules for publicly-listed companies. We have not elected to do so. If we decide to become a “controlled company” under the corporate governance rules for publicly-listed companies, we would not be required to have a majority of our board of directors be independent, nor would we be required to have a compensation committee or an independent nominating function. If we chose controlled company


status in the future, our status as a controlled company could cause our Class A common stock to be less attractive to certain investors or otherwise harm our trading price.
If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our stock price and trading volume could decline.
The trading market for our Class A common stock depends, in part, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If our financial performance fails to meet analyst estimates or one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.
We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A common stock.

We have never declared or paid any cash dividends on our common stock, and we do not intend to pay any cash dividends in the foreseeable future. Although we paid a cash dividend in connection with the conversion of our Series A preferred stock to Class B common stock immediately prior to the closing of the IPO, which was agreed to at the time of the original issuance of the Series A preferred stock, we anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Additionally, our ability to pay dividends on our common stock is limited by restrictions under the terms of our loan and security agreement with Silicon Valley Bank. Any determination to pay dividends in the future will be at the discretion of our boardBoard of directors.Directors. Accordingly, investors must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.
We are an “emerging growth company” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our Class A common stock less attractive if we choose to rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.
As an “emerging growth company” the JOBS Act allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to use this extended transition period under the JOBS Act. As a result, our consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our Class A common stock less attractive to investors.
We incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.
As a newly public company, and particularly after we are no longer an “emerging growth company,” we incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the Nasdaq Stock Market and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel need to devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain


directors’ and officers’ liability insurance, compared to when we were a private company, which could make it more difficult for us to attract and retain qualified members of our board of directors. We cannot predict or estimate the amount of additional costs we will continue to incur as a public company or the timing of such costs.
We are obligated to develop and maintain proper and effective internal controls over financial reporting and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our Class A common stock.
We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the year ending December 31, 2018. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting until our first annual report required to be filed with the SEC following the date we are no longer an “emerging growth company,” as defined in the JOBS Act. We will be required to disclose significant changes made in our internal control procedures on a quarterly basis.
We have commenced the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404, and we may not be able to complete our evaluation, testing and any required remediation in a timely fashion. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. For example, we are currently replacing our financial accounting system in order to better perform the evaluation needed to comply with Section 404. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404. If the new accounting system is not successfully implemented or we encounter other difficulties we might incur significant unexpected expenses in order to perform the Section 404 evaluation.
During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our Class A common stock could decline, and we could be subject to sanctions or investigations by the Nasdaq Stock Market, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.
Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management, and limit the market price of our Class A common stock.

In addition to the effects of our dual class structure, provisions in our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change in control or changes in our management. Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our boardBoard of directors,Directors, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibit a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder. Any of the foregoing provisions could limit the price that investors might be willing to pay in the future for shares of our Class A common stock, and they could deter potential acquirers of our company, thereby reducing the likelihood that youa stockholder would receive a premium for yourits shares of our Class A common stock in an acquisition.



Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us and limit the market price of our Class A common stock.

Pursuant to our amended and restated certificate of incorporation, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws, or (4) any action asserting a claim governed by the internal affairs doctrine. Our amended and restated certificate of incorporation also provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Our amended and restated certificate of incorporation further provides that any person or entity purchasing or otherwise acquiring any interest in shares of our Class A common stock is deemed to have notice of and consented to the foregoing provisions. The forum selection clause in our amended and restated certificate of incorporation may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us and limit the market price of our Class A common stock.stock.


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GENERAL RISK FACTORS

The effects of national and global epidemics, including the ongoing COVID-19 pandemic, could have an adverse impact on our business, operations, and the markets and communities in which we operate.

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. Our business and operations could be adversely affected by national and global epidemics, including the ongoing COVID-19 pandemic, including the emergence of new variant strains, impacting the markets and communities in which we operate.

In response to the COVID-19 pandemic, many state, local, and foreign governments have put in place, and others in the future may put in place, quarantines, executive orders, shelter-in-place orders, and similar government orders and restrictions in order to control the spread of the disease. Such orders or restrictions, or the perception that such orders or restrictions could occur, have resulted in business closures, work stoppages, slowdowns and delays, work-from-home policies, and travel restrictions, among other effects that could negatively impact productivity and disrupt our operations. For example, we have implemented a flexible work-from-home policy for employees, and we may take further actions that alter our operations as may be required by federal, state, or local authorities or which we determine are in the best interests of our employees and stockholders.

In addition, while the potential impact and duration of the COVID-19 pandemic on the global economy and our business in particular may be difficult to assess or predict, the pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. The COVID-19 pandemic also could reduce the demand for our customers’ products and services, which could negatively impact our customers’ willingness to renew or enter into contracts with us or our ability to collect accounts receivable on a timely basis, which, if significant, could materially and adversely affect our business, results of operations, and financial condition.

The global pandemic of COVID-19 continues to rapidly evolve, and we will continue to monitor the COVID-19 situation closely. The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business, operations, or the global economy as a whole, which makes our future results difficult to predict. In addition, to the extent the ongoing COVID-19 pandemic adversely affects our business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties described herein.

Unfavorable conditions in the global economy or the vertical markets we serve could limit our ability to grow our business and negatively affect our operating results.

General worldwide economic conditions have experienced significant instability due to the global economic uncertainty and financial market conditions caused by the COVID-19 pandemic. These conditions make it extremely difficult for customers and us to accurately forecast and plan future business activities and could cause customers to reduce or delay their software spending. For example, we believe there could be some short-term impact from the COVID-19 pandemic on spending by our customers. At this time, the potential impact on customer spend from the COVID-19 pandemic is difficult to predict and, therefore, it is not possible to fully determine the impact on our future results. Historically, economic downturns have resulted in overall reductions in software spending. If macroeconomic conditions deteriorate or are characterized by uncertainty or volatility, customers may curtail or freeze spending on software in general and for software such as ours specifically, which could have an adverse impact on our business, financial condition, and operating results.

We have historically generated a majority of our revenue from customers in the financial services, government, and life sciences verticals. While these verticals have not been affected as severely by weak economic conditions caused by COVID-19 as the retail, hospitality, and entertainment industries, we cannot provide assurance these verticals will not suffer more severe losses in the future. Furthermore, we cannot predict the timing, strength, or duration of any economic slowdown or recovery. In addition, even if the overall economy is robust, we cannot provide assurance the market for services such as ours will experience growth or that we will experience growth.

Our stock price may be volatile, and you may lose some or all of your investment.

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The market price of our Class A common stock may be highly volatile and may fluctuate substantially as a result of a variety of factors. Since shares of our Class A common stock were sold in our initial public offering, or IPO, in May 2017 at a price of $12.00 per share, our stock price has ranged from an intraday low of $14.60 to an intraday high of $260.00 through February 14, 2022. Factors that may affect the market price of our Class A common stock and our ability to raise capital through the sale of additional equity securities include:

Actual or anticipated fluctuations in our financial condition and operating results;
Variance in our financial performance from expectations of securities analysts;
Changes in the prices of subscriptions to our platform;
Changes in our projected operating and financial results;
Changes in laws or regulations applicable to our platform;
Announcements by us or our competitors of significant business developments, acquisitions, or new offerings;
Our involvement in any litigation;
Our sale of our Class A common stock or other securities in the future;
Changes in senior management or key personnel;
The trading volume of our Class A common stock;
Trading activity by one or both large stockholders who together owned approximately 29% of our publicly traded Class A common stock as of December 31, 2021;
Changes in the anticipated future size and growth rate of our market; and
General economic, regulatory, and market conditions.

The stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry fluctuations, as well as general economic, political, regulatory, and market conditions, may negatively impact the market price of our Class A common stock. In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial costs and divert our management’s attention.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our stock price and trading volume could decline.

The trading market for our Class A common stock depends, in part, on the research and reports securities or industry analysts publish about us or our business. We do not have any control over these analysts. If our financial performance fails to meet analyst estimates or one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.
43


Item 1B. Unresolved Staff Comments.

Not applicable.


Item 2. Properties.
Our
As of December 31, 2021, our corporate headquarters occupies approximately 75,000240,000 square feet in Reston,McLean, Virginia under an operating lease that expires in July 2021.October 2031. We also lease space in the United Kingdom, France, Germany, Canada, Italy, Australia, and the NetherlandsSpain under operating lease agreements with various expiration dates through 2026.
In addition, we utilize flexible work spaces depending on the occupancy needs in each of the countries we operate in. We believe that our current facilities are suitable and adequate to meet our current needs. We intend to add new facilities or expand existing facilities as we add employees, and we believe that suitable additional or substitute space will be available as needed to accommodate any such expansion of our operations.


Item 3. Legal Proceedings.

Pegasystems Litigation

On May 29, 2020, we filed a civil complaint against Pegasystems, Inc. (“Pegasystems”), and Youyong Zou, a Virginia resident, in the Circuit Court for Fairfax County, Virginia, alleging claims for trade secret misappropriation, violation of the Virginia Computer Crimes Act (“VCCA”), tortious interference, and statutory business and common law conspiracy. Appian Corp. v. Pegasystems Inc. & Youyong Zou, No. 2020-07216 (Fairfax Cty. Ct.). As alleged in our complaint, the claims arose out of the efforts by Pegasystems to obtain and use our trade secrets through Zou, who worked on a federal program as an employee at Serco, Inc. (“Serco”), and had access to our software and documentation exclusively to work on Serco projects involving the federal government, as well as through Pegasystems’ own employees representing themselves as potential customers or Appian partners rather than Pegasystems employees. The conspiracy claims were dismissed on January 13, 2022.

After fact discovery closed in early 2022, on January 31, 2022, the court held a seven-day plea in bar jury trial on Pegasystems’ affirmative defense that we did not file our trade secret and VCCA claims within the relevant statute of limitation periods. At the conclusion of trial, the court ruled that, based on the evidence presented, there was no jury question and granted our motion to strike Pegasystems’ plea in bar as to our trade secret misappropriation claim. The court granted Pegaystems’ plea in bar only with respect to conduct relevant to the VCCA claim that occurred prior to May 29, 2015. As a result of the judge’s order, we may proceed to a jury trial on the merits of our claims of trade secret misappropriation, violations of the VCCA after May 29, 2015, and tortious interference. The jury trial on our claims is set to commence on March 21, 2022. If Pegasystems is found liable on any of our claims, we may be entitled to an award of damages. Presently, we are seeking damages for unjust enrichment from Pegasystems over the period of 2012 through 2021, plus attorney’s fees, interest, and other forms of monetary relief for Pegasystems’ conduct. Litigation by its nature is highly uncertain, and we cannot predict the outcome of the trial. We believe we have a substantial chance of prevailing at trial and, if we did so, we could obtain a substantial award of damages from the jury, although a jury has a high degree of discretion to award an amount it deems just and appropriate. Any judgment in our favor would be subject to appeal, and therefore the timing and actual recovery of a damages award is subject to further uncertainty.

Separately, on July 3, 2019, Pegasystems filed a claim against us and BPM.com, Inc., a market analyst company, in U.S. District Court for the District of Massachusetts alleging, among other things, that we had engaged in false advertising by re-publishing a study by BPM.com comparing us favorably to Pegasystems and by failing to disclose we commissioned the study. Pegasystems Inc. v. Appian Corp. & Business Process Management Inc., No. 1:19-cv-11461 (D. Mass). We have responded to Pegasystems’ complaint denying Pegasystems’ allegations and making certain affirmative defenses. We believe Pegasystems’ claims are without merit, and we are engaged in vigorously defending against them. Our motion to dismiss Pegasystems’ complaint was granted in part and denied in part on December 19, 2019. We have also filed counterclaims against Pegasystems for false advertising, alleging numerous marketing and advertising materials used by Pegasystems, including that a report purportedly authored by Jim Sinur, a former industry analyst, were false and/or misleading and, in the case of the Sinur report, Pegasystems failed to disclose that it had commissioned the report. We also made a claim for defamation against Pegasystems based on public statements by Pegasystems’ executives. Pegasystems’ motions to dismiss our counterclaims have been denied, except with respect to one marketing document.

At this point, no trial date has been scheduled in the Massachusetts case, expert discovery is ongoing, and the parties have not yet filed their motions for summary judgment. Pegasystems is seeking damages in the form of disgorgement of our profits
44


related to the use of the BPM.com report. We do not believe we obtained any profits as a result of the BPM.com report. On our false advertising and defamation claims, we are seeking damages for both our own lost profits and disgorgement of Pegasystems’ profits as measures of damages. Our claims for damages in this case exceed those of Pegasystems. Given the case is still in its preliminary stages and the inherent uncertainty of litigation, we are unable to assess the likelihood we will succeed in defending against Pegasystems’ claims or prevailing on our own counterclaims or, further, the amount of damages either party might obtain if it receives a judgment in its favor. If we prevail on our counterclaims, and Pegasystems does not prevail on its claims, or we receive an award of damages in excess of the amount awarded to Pegasystems, Pegasystems could be liable to us for damages. Similarly, if Pegasystems prevails on its claims, and we do not prevail on our counterclaims, or we do not receive a substantial award of damages for our own counterclaims, we could be liable for damages to Pegasystems. Because the Massachusetts case is in an earlier stage, the Virginia case is likely to reach final judgment before the Massachusetts case.

Other Matters

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. WeOther than as disclosed elsewhere in this Annual Report, we are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management time and resources, and other factors.


Item 4. Mine Safety Disclosures.

Not applicable.



45


PART II



Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

Market Information

Our Class A common stock has beenis listed on the Nasdaq Global Market under the symbol "APPN" since May 25, 2017. Prior to that date, there was no public trading market for our common stock. Our initial public offering was priced at $12.00 per share on May 24, 2017.
The following table set forth the reported high and low sales prices of our Class A common stock for the periods indicated, as quoted on the Nasdaq Global Market:
Year Ended December 31, 2017: High Low
Second quarter (from May 25, 2017 to June 30, 2017) $19.58
 $15.01
Third Quarter $28.46
 $17.63
Fourth Quarter $33.60
 $19.69
“APPN”. Our Class B common stock is not listed or traded on any stock exchange.

As of February 12, 2018,14, 2022, there were 2017 holders of record of our Class A common stock and 9235 holders of record of our Class B common stock. Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

Dividends

We have never declared or paid, and do not anticipate declaring or paying in the foreseeable future, any cash dividends on our common stock. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our boardBoard of directors,Directors, subject to applicable laws, and will depend on then existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our boardBoard of directorsDirectors may deem relevant.

46


Stock Performance Graph

This section is not deemed "filed"“filed” with the SEC and shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act, irrespective of any general incorporation language in any such filing.

The following graph shows a comparison from May 25, 2017 (the date our Class A common stock commenced trading on the Nasdaq Global Market) through December 31, 20172021, of the cumulative total return for an investment of $100 in our Class A common stock, the Nasdaq Global Market Composite Index, and the Nasdaq Computer Index. Data for the Nasdaq Global Market Composite Index and the Nasdaq Computer Index assume reinvestment of any dividends.
The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock.

i



COMPARISON OF CUMULATIVE TOTAL RETURN
Among Appian Corporation, the Nasdaq Global Market Composite Index, and the Nasdaq Computer Index
appn-20211231_g3.jpg
May 25, 2017June 30, 2017December 31, 2017June 30, 2018December 31, 2018June 30, 2019December 31, 2019June 30, 2020December 31, 2020June 30, 2021December 31, 2021
Appian Corporation$100.00 $120.92 $209.73 $240.91 $177.95 $240.31 $254.56 $341.44 $1,079.88 $917.72 $434.44 
Nasdaq Global Market Composite$100.00 $105.12 $117.68 $137.10 $110.09 $145.34 $151.77 $167.07 $250.25 $261.10 $212.30 
Nasdaq Computer$100.00 $96.18 $113.49 $124.53 $109.31 $134.76 $164.33 $193.05 $246.46 $290.25 $339.76 
Company/Index May 25, 2017 May 31, 2017 June 30, 2017 July 31, 2017 August 31, 2017 September 30, 2017 October 31, 2017 November 30, 2017 December 31, 2017
Appian Corporation $100.00
 $117.59
 $120.92
 $130.31
 $152.50
 $189.61
 $153.90
 $146.70
 $209.73
Nasdaq Global Market Composite 100.00
 98.76
 105.12
 104.62
 106.14
 112.43
 110.73
 113.68
 117.68
Nasdaq Computer 100.00
 99.87
 96.18
 100.73
 104.10
 104.59
 113.09
 113.70
 113.49

Recent Sales of Unregistered Securities
On May 26, 2017, a holder net exercised a warrant, resulting in the issuance of 79,363 shares of Class B common stock. The issuance of such shares of Class B common stock was exempt from registration under Section 3(a)(9) of the Securities Act.
Not applicable.

Use of Proceeds from Public Offering of Common Stock
On May 31, 2017, we closed our IPO of 7,187,500 shares of our Class A common stock at an offering price of $12.00 per share, including 937,500 shares pursuant to the underwriters’ option to purchase additional Class A shares, resulting in gross proceeds to us of $86.3 million. All of the shares issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-217510), which was declared effective by the SEC on May 24, 2017. Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Barclays Capital Inc., Pacific Crest Securities, a division of KeyBanc Capital Markets Inc., Canaccord Genuity Inc. and Cowen and Company, LLC acted as underwriters for the offering. The

Not applicable.


offering commenced on May 24, 2017 and did not terminate before all of the securities registered in the registration statement were sold.
47

The net proceeds to us, after deducting underwriting discounts and commissions of $6.0 million and offering expenses of $2.4 million, were $77.8 million. No offering expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning ten percent or more of any class of our equity securities or to any other affiliates. Using the proceeds from the IPO, on June 9, 2017, we repaid in full the $20.0 million principal amount of borrowings under our senior term loan. There has been no material change in the planned use of proceeds from our IPO from those disclosed in the final prospectus for our IPO dated as of May 24, 2017 and filed with the SEC pursuant to Rule 424(b)(4).

As of December 31, 2017, all expenses incurred in connection with our IPO had been paid.
Purchase of Equity Securities by the Issuer and Affiliated Purchases
None.
Securities Authorized for Issuance Under Equity Compensation Plans
Period
Total number of shares purchased(1)
Average price paid per shareTotal number of shares purchased as part of publicly announced plan
Maximum number of shares that may yet be purchased under the plan (2)
October 1 to October 31, 20213,234 $89.55 3,234 996,766 
November 1 to November 30, 20214,943 $96.85 4,943 991,823 
December 1 to December 31, 20215,423 $68.59 5,423 986,400 
Total13,600 $83.85 13,600 986,400 
Information about securities authorized for issuance(1) Shares purchased represent shares purchased on the open market pursuant to the Appian Corporation Employee Stock Purchase Plan (“ESPP”), which was approved by the Company’s stockholders on June 11, 2021. Shares purchased under the ESPP are deposited into the participants’ accounts.
(2) Because the number of shares that may be purchased under the ESPP depends on each employee’s voluntary election to participate and contribution elections and on the fair market value of our equity compensation plans is incorporated herein by reference to Item 12Class A Common Stock at various future dates, the actual number of Part III of this Annual Reportshares that may be purchased under the plan cannot be determined in advance. We have filed a registration statement on Form 10-K.S-8 that covers 1,000,000 shares.




Item 6. Selected Financial Data.[Reserved]
The following selected historical financial data should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes appearing in Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K to fully understand the factors that may affect the comparability of the information presented below.
The selected consolidated financial data in this section are not intended to replace the consolidated financial statements and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
The following selected consolidated statements of operations data for the years ended December 31, 2017, 2016, and 2015, and the consolidated balance sheet data as of December 31, 2017 and 2016, have been derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The consolidated statements of operations data for the year ended December 31, 2014 and the consolidated balance sheet data as of December 31, 2015 and 2014 have been derived from our audited consolidated financial statements not included in this Annual Report on Form 10-K.
 Year Ended December 31,
 2017 2016 2015 2014
 (in thousands, except share and per share data)
Revenue:       
Subscriptions, software and support$91,514
 $69,972
 $53,207
 $37,076
Professional services85,223
 62,951
 57,997
 51,920
Total revenue176,737
 132,923
 111,204
 88,996
Cost of revenue(1):
       
Subscriptions, software and support9,379
 7,437
 6,079
 4,273
Professional services55,218
 42,686
 42,402
 32,524
Total cost of revenue64,597
 50,123
 48,481
 36,797
Gross profit112,140
 82,800
 62,723
 52,199
Operating expenses(1):
       
Sales and marketing81,966
 54,137
 38,300
 29,088
Research and development34,835
 22,994
 16,750
 13,488
General and administrative27,150
 17,039
 12,515
 23,373
Total operating expenses143,951
 94,170
 67,565
 65,949
Operating loss(31,811) (11,370) (4,842) (13,750)
Other (income) expense:       
Other (income) expense, net(2,038) 1,792
 1,579
 2,086
Interest (income) expense473
 982
 188
 19
Total other (income) expense(1,565) 2,774
 1,767
 2,105
Net loss before income taxes(30,246) (14,144) (6,609) (15,855)
Income tax expense (benefit)761
 (1,683) 378
 1,204
Net loss(31,007) (12,461) (6,987) (17,059)
Accretion of dividends on convertible preferred stock(2)
357
 857
 861
 856
Net loss attributable to common stockholders$(31,364) $(13,318) $(7,848) $(17,915)
Net loss per share attributable to common stockholders:       
Basic and diluted$(0.63) $(0.39) $(0.23) $(0.50)
Weighted average common shares outstanding(3):
       
Basic and diluted49,529,833
 34,274,718
 34,274,718
 35,717,803
48
(1)Includes stock-based compensation expense below. For the years ended December 31, 2016, 2015 and 2014, no
stock-based compensation expense was recognized because a qualifying event had not yet occurred.


 Year Ended December 31,
 2017 2016 2015 2014
 (in thousands)
Cost of revenue       
Subscriptions, software and support$575
 $
 $
 $
Professional services1,295
 
 
 
Operating expenses       
Sales and marketing3,233
 
 
 
Research and development2,822
 
 
 
General and administrative5,051
 
 
 
Total stock-based compensation expense$12,976
 $
 $
 $
(2)See Note 8 to our consolidated financial statements appearing in Item 8 for further details on the calculation of accretion
of preferred stock to redemption value and basic and diluted net loss per share attributable to common stockholders.
(3)Immediately prior to the completion of our IPO on May 31, 2017, 18.2 million shares of convertible preferred stock were
converted and reclassified to Class B common stock. In addition, immediately prior to the completion of the IPO,  a warrant to purchase 84,360 shares of convertible preferred stock was converted to a warrant to purchase 84,360 shares of Class B common stock, and 79,363 shares of our Class B common stock was issued upon the net exercise of this warrant.


 As of December 31,
 2017 2016 2015 2014
 (in thousands)
Consolidated Balance Sheet Data:       
Cash$73,758
 $31,143
 $31,393
 $24,991
Working capital50,107
 12,365
 19,463
 13,166
Total assets161,052
 102,738
 83,400
 65,448
Total deferred revenue89,087
 70,108
 53,110
 34,288
Total debt
 20,000
 10,000
 
Convertible preferred stock
 55,415
 54,558
 53,577
Total stockholders' equity (deficit)45,524
 (63,492) (50,533) (42,723)




Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

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 appearingincluded elsewhere in this Annual Report on Form 10-K. 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 under “Risk Factors” included in Part I, Item 1A or in other parts of this Annual Report on Form 10-K.

Overview

We provide a leading low-code software development platform as a service that enablesaccelerates the creation of high-impact business applications and workflows, enabling our customers to automate the most important aspects of their business. Global organizations use our applications to rapidly develop powerfulimprove customer experience, achieve operational excellence, and unique applications. The applications created on our platform help companies drive digital transformationsimplify global risk management and competitive differentiation.compliance.

With our platform, organizations can rapidly and easily discover, design, build and implementautomate powerful, enterprise-grade workflows and custom applications through our intuitive, visual interface with little or no coding required. Our customers have used workflows and applications built on our low-code platform to launch new business lines, automate vital employee workflows, manage complex trading platforms, accelerate drug development, and build global procurement systems. With our platform, decision makers can reimagine their products, services, processes, and customer interactions by removing much of the complexity and many of the challenges associated with traditional approaches to software development.
In 2016 and 2017, we
We have generated the majority of our revenue from sales of subscriptions, software and support, which include (1) SaaS subscriptions bundled with maintenance and support and hosting services and (2) term license subscriptions bundled with maintenance and support. To a lesser extent, we also generate revenue from the sale of perpetual software license agreements and associated maintenance and support agreements.
Our subscription fees are based primarily on the number of users who access and utilize the applications built on our platform.platform or, alternatively, non-user based single application licenses. Our customer contract terms generally vary from one to five years, with an average length of three years with most providing for payment in advance on an annual, quarterly, or monthly basis. Due to the variability of our billing terms and the episodic nature of our customers purchasing additional subscriptions, we do not believe that changes in our deferred revenue in a given period are directly correlated with our revenue growth.

Since inception, we have invested in our professional servicesCustomer Success organization to help ensure that customers are able to build and deploy applications on our platform. We have several strategic partnerships, including with Deloitte, KPMG, Accenture, PwC, Infosys, Wipro, and PricewaterhouseCoopersDeloitte, for them to refer customers to us in order to purchase subscriptions and then to provide professional services directly to the customers using our platform. We intend to further grow our base of strategic partners to provide broader customer coverage and solution delivery capabilities. In addition, over time we expect professional services revenue as a percentage of total revenue to decline as we increasingly rely on strategic partners to help our customers deploy our software. We believe our investment in professional services, including strategic partners building their practices around Appian, will drive increased adoption of our platform.

As of December 31, 2017,2021, we had 356816 customers in a wide variety of industries, of which 285635 customers were commercial and 71181 customers were government or non-commercial entities. Our customers include financial services, government, life sciences, insurance, manufacturing, energy, healthcare, government, telecommunications, media, energy, manufacturing and transportation organizations. Generally, our sales forceteam targets its efforts to organizations with over 2,000 employees and $2 billion in annual revenue. As of December 31, 2017, 29%2021, 25% of our commercial customers were Global 2000 organizations, and included 4468 of our customers were Fortune 500 companies. Revenue from government agencies represented 15.4%19.6%, 26.2%18.1%, and 32.7%17.1% of our total revenue in 2017, 20162021, 2020, and 2015,2019, respectively. No single end-customer accounted for more than 10% of our total revenue in 2017, 2016 or 2015.2021, 2020, and 2019.

Our platform is designed to be natively multi-lingualsupports multiple languages to facilitate collaboration and address challenges in multi-nationalmultinational organizations. We offer our platform globally. In 2017, 20162021, 2020, and 2015, 27.0%2019, 34.0%, 19.5%33.8%, and 19.9%32.3%, respectively, of our total revenue was generated from customers outside of the United States. As of December 31, 2017,2021, we operated in 1113 countries. We believe that we have a significant opportunity to grow our international footprint. We are investing in new geographies, including through investment in direct and indirect sales channels, professional services, and customer support and implementation partners.



We have experienced strong revenue growth, with revenue of $176.7$369.3 million, $132.9$304.6 million, and $111.2$260.4 million in 2017, 20162021, 2020, and 2015,2019, respectively. Our subscriptions revenue was $263.7 million, $198.7 million, and $151.3 million in 2021, 2020,
49


and 2019, respectively, and includes sales of our SaaS subscriptions, on-premises term license subscriptions, and maintenance and support. Our cloud subscription revenue was $82.8$179.4 million, $60.0$129.2 million, and $41.5$95.0 million in 2017, 20162021, 2020, and 2015,2019, respectively.

We have invested in developing our platform, expanding our sales and marketing and research and development capabilities, and providing general and administrative resources to support our growth. We intend to continue to invest in our business to take advantage of our market opportunity. As a result, we incurred net losses of $31.0$88.6 million, $12.5$33.5 million, and $7.0$50.7 million in 2017, 20162021, 2020, and 2015,2019, respectively. We also had operatingused cash flowsin operations of $(9.1)$53.9 million, $(7.8)$7.6 million, and $(2.1)$8.9 million in 2017, 20162021, 2020, and 2015,2019, respectively.

Recent Developments
In November 2017, we completed a secondary offering pursuant to which stockholders sold an aggregate of 4,370,000 shares of Class A common stock at a price of $20.25 per share, including 570,000 shares pursuant to
COVID-19

Beginning in late 2019 and continuing into 2022, the underwriters' option to purchase additional Class A shares. We did not receive any proceeds from the saleoutbreak of the sharesnovel coronavirus disease, or COVID-19, has resulted in the declaration of a global pandemic and adversely affected economic activity across virtually all sectors and industries on a local, national, and global scale. The impact of COVID-19, including the emergence of new variant strains of COVID-19, on the economy and our business continues to be a fluid situation.

Operationally, we remain focused on supporting our customers, employees, and communities during this time. At the outset of the pandemic, we responded quickly to adopt a virtual corporate strategy consisting of enabling most of our Class A common stock offeredemployees to work productively from home while continuing to guard the health and safety of our teams, support our customers, and mitigate risk. In the third quarter of 2021, we announced an option allowing for our employees to return to offices in select jurisdictions if they elect to do so. We remain focused on ensuring continuity for our customers and we continue to conduct business as usual, with necessary or advisable modifications to employee travel, employee work locations, and marketing events.

Through December 31, 2021, we have not seen a meaningful adverse impact to our financial position, results of operations, and cash flows and liquidity as a result of COVID-19. While the secondary offering.verticals from which we have historically generated the majority of our revenue have been less impacted by COVID-19 to date, there may be impacts to our financial condition and results of operations in 2022 as a result of reduced demand for our products and services and longer sales cycles. The ultimate impact of COVID-19 and any variant strains thereof on our business is not estimable at this time and will be largely dependent upon a number of factors outside of our control including the extent and duration of the outbreak as well as any mitigating actions which may be undertaken by global governments and the general public.

Our Business Model

Our business model focuses on maximizing the lifetime value of customer relationships, which is a function of the duration of a customer’s deployment of Appianour platform as well as the price and number of subscriptions of Appianour platform that a customer purchases. The costs we incur with respect to any customer may exceed revenue from that customer in earlier periods because we generally recognize costs associated with customer acquisition faster than we generate and recognize the associated revenue. We incur significant customer acquisition costs, including expenses associated with hiring new sales representatives, who generallycan take more than oneanywhere from six months to a year to become productive given the length of our sales cycle, and marketing costs, all of which, with the exception of sales commissions, are expensed as incurred. Our customer contract terms vary from one to five years, with an average length of three years, with most providing for payment in advance on an annual, quarterly or monthly basis, and we recognize subscription revenue ratably over the term of the subscription period.

At the same time, we believe that the costs we incur to retain customers and drive additional purchases of software are lower than our customer acquisition costs on a relative basis. Over time, we expect a large portion of our customers to renew their subscriptions and purchase additional subscriptions as they continue to build more applications and add more users to our platform. Over the last three completed fiscal years, we had an average cloud subscription renewal rate of 95%98%. We calculate our cloud subscription renewal rate by dividing (i) the cloud subscription revenue from renewing cloud customers in the current 12-month period that were cloud customers during the entirety of the prior 12-month period, giving effect to price increases but excluding additional subscriptionscloud subscription for additional users, or upsells, by (ii) our cloud subscription revenue from all cloud customers in the corresponding prior 12-month period that were cloud customers during the entirety of such prior 12-month period. For example, to obtain our cloud subscription renewal rate for the 12-month period ended December 31, 2017,2021, we identified the amount of cloud subscription revenue in 20172021 from cloud customers that were our cloud customers for all of 2016,2020 and subtracted the amount of upsells to such cloud customers and new users from those cloud customers in 2017.2021. We then divided the balance of 20172021 cloud subscription revenue from such cloud customers by all cloud subscription revenue generated
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in 20162020 from cloud customers that were cloud customers for the entirety of 2016.2020. With respect to the average for our last three completed fiscal years, we calculated the average of the three applicable 12-month periods. We also expect the proportion of annual revenue from existing customers to grow relative to annual revenue from new customers. We believe this mix shift over time will have a positive impact on our operating margins, as we expect the percentage of revenue spent on sales and marketing to decline.

Wemeasure the effectiveness of our business model by comparing the lifetime value of our customer relationships to our customer acquisition costs. We calculate lifetime customer value as (1) average gross margin multiplied by average subscription and maintenance and support revenue from customers for a given month divided by (2) the average percentage of monthly recurring revenue that did not renew in each month for the previous 12 months. We then divide this calculated lifetime customer value by our customer acquisition cost, which is the total sales and marketing expense incurred during the corresponding month. On a rolling twelve12 month basis, we estimate that for each of 2017, 2016 and 2015the past five fiscal years, the average lifetime value of a customer has exceeded 7x the associated average cost of acquiring them.them, including the year ended December 31, 2021.

Key Factors Affecting Our Performance

The following are several key factors that affect our performance:

Market Adoption of Our Platform. Our ability to grow our customer base and drive market adoption of our platform is affected by the pace at which organizations digitally transform. We expect that our revenue growth will be primarily driven by the pace of adoption and penetration of our platform. We offer a leading custom software development platform and intend to continue to invest to expand our customer base. The degree to which prospective customers


recognize the need for low-code software that enables organizations to digitally transform, and subsequently allocate budget dollars to purchase our software, will drive our ability to acquire new customers and increase sales to existing customers, which, in turn, will affect our future financial performance.

Growth of Our Customer Base. We believe we have a substantial opportunity to grow our customer base. We define a customer as an entity with an active subscription or maintenance and support contract related toor a legacy perpetual software license as of the specified measurement date. ToFurthermore, we define a new customer as an entity that has entered into its first active subscription or maintenance and support contract within one calendar year of the specified measurement date while existing customers are defined as entities that have maintained an active subscription or maintenance and support contract for at least one calendar year from the specified measurement date. Legacy customers from entities acquired in business combinations are not counted as new customers until they enter into a new active subscription or maintenance and support contract with us subsequent to the completion of the business combination. Additionally, to the extent we contract with one or more entities under common control, we count those entities as separate customers.

We have aggressively invested, and intend to continue to invest, in our sales forceteam in order to drive sales to new customers. In particular, we have recently made, and plan toWe continue to make investments to enhance the expertise of our sales and marketing organization within our key industry verticals of financial services, healthcaregovernment, and government.life sciences. In addition, we have established relationships with strategic partners who work with organizations undergoing digital transformations. We had a total customer count of 356, 280816, 693, and 266533 as of December 31, 2017, 20162021, 2020, and 2015, respectively, which includes customers with active software subscription agreements or with maintenance and support contracts, and our2019, respectively. Our number of customers with active software subscription agreements was 291, 206783, 654, and 178487 as of December 31, 2017, 20162021, 2020, and 2015,2019, respectively. As of December 31, 2017, 29%2021, 25% of our commercial customers were Global 2000 organizations, and included 4468 of our customers were Fortune 500 companies. Our ability to continue to grow our customer base is dependent, in part, upon our ability to competedifferentiate ourselves within the increasingly competitive markets in which we participate.

Further Penetration of Existing Customers. Our sales forceteam seeks to generate additional revenue from existing customers by adding new users to our platform. Many of our customers begin by building a single application and then grow to build dozens of applications on our platform. Generally, the development of new applications on our platform results in the expansion of our user base within an organization and a corresponding increase in revenue to us because we charge subscription fees on a per-user basis for the significant majority of our customer contracts.or through non-user based single application licenses. As a result of this “land and expand” strategy, we have generated significant additional revenue from our customer base. Our ability to increase sales to existing customers will depend on a number of factors, including the size of our sales force and professional services teams, customers’ level of satisfaction with our platform and professional services, pricing, economic conditions, and our customers’ overall spending levels. We have also re-focused some of our professional services personnel to become customer success managers. Their role is to ensure the customer realizes value from our platform and support strategic partners and the “land and expand” strategy versus delivering billable hours.

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Mix of SubscriptionSubscriptions and Professional Services Revenue. We believe our professional services have driven customer success and facilitated the adoption of our platform by customers. During the initial period of deployment by a customer, we generally provide a greater amount of support in building applications and training than later in the deployment, with a typical engagement extending from two to six months. At the same time, many of our customers have historically purchased subscriptions only for a limited set of their total potential end users. As a result of these factors, the proportion of total revenue for a customer associated with professional services is relatively high during the initial deployment period. Over time, as the need for professional services associated with user deployments decreases and the number of end users increases, we expect the mixsubscriptions revenue as a percentage of total revenue to shift more toward subscription revenue.increase. In addition, we intendcontinue to further grow our base of strategic partners to provide broader customer coverage and solution delivery capabilities. These partners perform professional services with respect to any new service contracts they sign.originate. As we expand the networkusage of strategic partners expands, we expect the proportion of our total revenue from subscriptions to increase over time relative to professional services. In 2017, 20162021, 2020, and 2015, 51.8%2019, 71.4%, 52.6%65.2%, and 47.8%58.1% of our revenue, respectively, was derived from sales of subscriptions, software and support, while the remaining 48.2%28.6%, 47.4%34.8%, and 52.2%41.9%, respectively, was derived from the sale of professional services.

Investments in Growth. We have made, and plan to continue to make, investments for long-term growth, including investmentinvesting in our platform and infrastructure to continuously maximize thetheir power and simplicity of the platform tospeed, meet the evolving needs of our customers, and to take advantage of our market opportunity. In addition, we continue to pursue strategic acquisitions that enhance our product offerings. We also intend to continue to increase our investmentinvest in sales and marketing as we further expand our sales teams, increase our marketing activities, and grow our international operations. We expect to use a portion of the proceeds from our IPO to fund these growth strategies.



Key Metrics

We monitor the following metrics to help us measure and evaluate the effectiveness of our operations (dollarsoperations. All dollar amounts are presented in thousands):thousands.

 Year Ended December 31,
 2017 2016 2015
Subscription Revenue$82,771
 $59,993
 $41,497
 As of December 31,
 2017 2016 2015
Subscription Revenue Retention Rate122% 112% 128%
Cloud Subscription Revenue
Subscription
Year Ended December 31,
202120202019
Cloud subscription revenue$179,415 $129,219 $95,028 

Cloud subscription revenue is a portion of our revenue contained in the subscriptions, software and support revenue line of our consolidated statements of operations, and includes (1) software as a service, or SaaS subscriptions bundled with maintenance and support and hosting services,services. In 2021, 2020, and (2) term license2019, 68.0%, 65.0%, and 62.8%, respectively, of subscriptions bundled with maintenance and support.revenue was cloud subscription revenue. As we generally sell our softwareSaaS subscriptions on a per-user basis or through non-user based single application licenses, our cloud subscription revenue for any customer is primarily determined by the number of users who access and utilize the applications built on our platform or by the number of application licenses purchased, as well as the price paid. We believe that increasing ourcloud subscription revenue is an indicator of the demand for our platform, the pace at which the market for our solutions is growing, the productivity of our sales forceteam and strategic relationships in growing our customer base, and our ability to further penetrate our existing customer base.

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Cloud Subscription Revenue Retention Rate

As of December 31,
202120202019
Cloud subscription revenue retention rate116 %119 %115 %

A key factor to our success is the renewal and expansion of subscription agreements with our existing customers. We calculate this metric over a set of customers who have been with us for at least one full year. To calculate our cloud subscription revenue retention rate for a particular trailing 12-month period, we first establish the recurring cloud subscription revenue for the previous trailing 12-month period. This effectively represents recurring dollars that we should expect in the current trailing 12-month period from the cohort of customers from the previous trailing 12-month period without any expansion or contraction. We subsequently measure the recurring cloud subscription revenue in the current trailing 12-month period from the cohort of customers from the previous trailing 12-month period. SubscriptionCloud subscription revenue retention rate is then calculated by dividing the aggregate recurring cloud subscription revenue in the current trailing 12-month period by the previous trailing 12-month period. This calculation includes the impact on our revenue from customer non-renewals, pricing changes, and growth in the number of users on our platform. Our cloud subscription revenue retention rate can fluctuate from period to period due to large customer contracts in any given period.



Customer Cohort Analysis
We focus on acquiring new customers and growing our relationships with existing customers over time. The chart below illustrates our history of attracting new customers and expanding our revenue from them over time as they realize the benefits of building applications using our software.
The chart reflects annualized subscription revenue for the group of customers that became our customers in each respective cohort year. For instance, the 2014 cohort includes all customers whose contract start date was between January 1, 2014 and December 31, 2014. Annualized subscription revenue is the total amount of daily subscription revenue for that applicable customer cohort in January of the following year multiplied by 365. We use January revenue data for the cohort of customers who first signed subscription agreements in the preceding year because January is the first month in which we are earning a full month of revenue from all such customers. Building upon this success, we believe a significant opportunity exists for us to acquire new customers as well as expand the use of our platform by increasing the number of users within our current customers' organizations.
Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States, or GAAP, we provide investors with certain non-GAAP financial measures, including non-GAAP operating loss, non-GAAP net loss, non-GAAP net loss per share, and non-GAAP weighted average shares outstanding, and adjusted EBITDA, which we collectively refer to as non-GAAP financial measures. These non-GAAP financial measures exclude all or a combination of the following (as reflected in the following reconciliation tables): stock-based compensation expense, change in fair value of warrant liability and loss on extinguishment of debt. We define non-GAAP operating loss as operating loss before stock-based compensation expense.expense and certain litigation-related expenses. We define non-GAAP net loss as net loss before stock-based compensation expense, change in fair valuecertain litigation-related expenses, and gains or losses on disposals of warrant liabilityproperty and loss on extinguishmentequipment. In periods we report non-GAAP net income, we calculate non-GAAP weighted average shares outstanding as GAAP weighted average shares outstanding adjusted for the effect of debt. The presentation of the non-GAAP financial measures is not intended topotentially dilutive securities that would otherwise be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance withantidilutive under GAAP. We use these non-GAAP financial measures for financialdefine adjusted EBITDA as net loss before (1) other expense (income), net, (2) interest expense, (3) income tax expense, (4) depreciation and operational decision-making purposesamortization expense, (5) stock-based compensation expense, and as a means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures provide useful information about our operating results, enhance the overall understanding of past(6) certain litigation-related expenses.


financial performance and future prospects and allow for greater transparency with respect to metrics used by our management in its financial and operational decision making. While our non-GAAP financial measures are an important tool for financial and operational decision making and for evaluating our own operating results over different periods of time, you should review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures included below, and not rely on any single financial measure to evaluate our business.
We exclude stock-based compensation expense because of varying available valuation methodologies, subjective assumptions, and the variety of equity instruments that can impact our non-cash expense. We exclude certain litigation-related expenses consisting of professional fees and other costs incurred in connection with two separate lawsuits, one involving reciprocal false advertising and related claims with a competitor and one involving an effort to enforce our intellectual property, because we believe that providing non-GAAP financial measures that exclude stock-based compensation expense allow for more meaningful comparisons betweensuch costs are outside of our operating results from period to period.ordinary course of business. We exclude the impactgains or losses on disposals of change in the fair value of warrant liabilityproperty and loss on extinguishment of debtequipment as these coststransactions are unrelated to current operations nor predictive of future results, which weresults. We believe allows for a more meaningful comparison betweenproviding non-GAAP financial measures excluding the operating results from period to period. Accordingly, we believe that excluding these expensesaforementioned items provides investors and management with greater visibility into the underlying performance of our business operations, facilitates comparison of ouraids to provide supplemental information and comparable financial results with other periodsfrom period to period, and may also provide comparison with the results of other companies in our industry.

The presentation of non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to the financial information prepared and presented in accordance with GAAP. We use non-GAAP financial measures as a means to evaluate period-to-period comparisons. We also believe our non-GAAP financial measures provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to metrics used by our management in its financial and operational decision making. Reconciliations of our non-GAAP financial measures to the most directly comparable GAAP financial measures are included below for review. Reliance should not be placed on any single financial measure to evaluate our business.

Our non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry as other companies in our industry may calculate non-GAAP financial results differently, particularly relatedwith respect to non-recurring, unusual items. Non-GAAP financial measures do not have uniform definitions, and our definitions will likely differ from the definitions used by other companies, including peer companies. In addition, 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 other companies and exclude expenses that may have a material impact upon our reported financial results. Further, stock-basedstock-
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based compensation expense 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.employees for the foreseeable future.

The following table below reconciles GAAP operating loss to non-GAAP operating loss for the years ended December 31, 2017, 20162021, 2020, and 20152019 (in thousands):

Year Ended December 31,Year Ended December 31,
2017 2016 2015202120202019
GAAP operating loss$(31,811) $(11,370) $(4,842)GAAP operating loss$(83,907)$(37,902)$(50,468)
Add back:     Add back:
Stock-based compensation expense12,976
 
 
Stock-based compensation expense23,844 15,279 16,443 
Litigation expensesLitigation expenses16,400 — — 
Non-GAAP operating loss$(18,835) $(11,370) $(4,842)Non-GAAP operating loss$(43,663)$(22,623)$(34,025)

The following table reconciles GAAP net loss to non-GAAP net loss for the years ended December 31, 2017, 20162021, 2020, and 20152019 (in thousands):

Year Ended December 31,Year Ended December 31,
2017 2016 2015202120202019
GAAP net loss$(31,007) $(12,461) $(6,987)GAAP net loss$(88,641)$(33,477)$(50,714)
Add back:     Add back:
Stock-based compensation expense12,976
 
 
Stock-based compensation expense23,844 15,279 16,443 
Change in fair value of warrant liability341
 200
 299
Loss on extinguishment of debt384
 
 
Litigation expensesLitigation expenses16,400 — — 
Loss on disposal of property and equipmentLoss on disposal of property and equipment79 22 146 
Non-GAAP net loss$(17,306) $(12,261) $(6,688)Non-GAAP net loss$(48,318)$(18,176)$(34,125)



The following table sets forth our non-GAAP net loss per share for the years ended December 31, 2017, 20162021, 2020, and 20152019 (in thousands except share and per share data):

Year Ended December 31,Year Ended December 31,
2017 2016 2015202120202019
Non-GAAP net loss$(17,306) $(12,261) $(6,688)Non-GAAP net loss$(48,318)$(18,176)$(34,125)
Non-GAAP weighted average shares used to compute net loss per share attributable to common stockholders, basic and diluted57,043,906
 52,437,876
 52,437,876
Non-GAAP weighted average shares used to compute net loss per share, basic and dilutedNon-GAAP weighted average shares used to compute net loss per share, basic and diluted71,036,490 69,050,565 65,479,327 
Non-GAAP net loss per share, basic and diluted$(0.30) $(0.23) $(0.13)Non-GAAP net loss per share, basic and diluted$(0.68)$(0.26)$(0.52)

GAAP basic and diluted weighted average shares outstanding were equal to non-GAAP basic and diluted weighted average shares outstanding for each of the years ended December 31, 2021, 2020, and 2019.

The following table reconciles GAAP net loss per share to non-GAAP net loss per share for the years ended December 31, 2017, 20162021, 2020, and 2015:2019:

Year Ended December 31,
202120202019
GAAP net loss per share, basic and diluted$(1.25)$(0.48)$(0.77)
Add back:
Non-GAAP adjustments to net loss per share0.57 0.22 0.25 
Non-GAAP net loss per share, basic and diluted$(0.68)$(0.26)$(0.52)

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 Year Ended December 31,
 2017 2016 2015
GAAP net loss per share attributable to common stockholders, basic and diluted$(0.63) $(0.39) $(0.23)
Add back:     
Non-GAAP adjustments to net loss per share0.33
 0.16
 0.10
Non-GAAP net loss per share, basic and diluted$(0.30) $(0.23) $(0.13)

The following table reconciles GAAP weighted average shares outstanding, basic and diluted,net loss to non-GAAP weighted average shares outstanding, basic and diluted,adjusted EBITDA for the years ended December 31, 2017, 20162021, 2020, and 2015:2019 (in thousands):

 Year Ended December 31,
 2017 2016 2015
GAAP weighted average shares used to compute net loss per share attributable to common stockholders, basic and diluted49,529,833
 34,274,718
 34,274,718
Add back:     
Additional weighted average shares giving effect to conversion of preferred stock at the beginning of the period7,514,073
 18,163,158
 18,163,158
Non-GAAP weighted average shares used to compute net loss per share, basic and diluted57,043,906
 52,437,876
 52,437,876
Year Ended December 31,
202120202019
GAAP net loss$(88,641)$(33,477)$(50,714)
Other expense (income), net3,584 (5,786)(941)
Interest expense372 478 367 
Income tax expense778 883 820 
Depreciation and amortization5,743 5,851 4,742 
Stock-based compensation expense23,844 15,279 16,443 
Litigation expenses16,400 — — 
Adjusted EBITDA$(37,920)$(16,772)$(29,283)

Key Components of Results of Operations

Revenue

We generate revenue primarily through sales of subscriptions to our platform as well as professional services. We generally sell our software on a per-user basis.basis or through non-user based single application licenses. We generally bill customers and collect payment for subscriptions to our platform in advance on an annual, quarterly, or monthly basis. In certain instances, we have had customers pay their entire contract value up front.

Our revenue is comprised of the following:
Subscriptions, Software and Support
Subscriptions software and support

Subscriptions revenue is primarily derived from:

SaaS subscriptions bundled with maintenance and support and hosting services; and
on-premisesOn-premises term license subscriptions bundled with maintenance and support.
To a lesser extent, we also generate revenue from the sale of perpetual software license agreements and associated maintenance and support.



Our maintenance and support agreements provide customers with the right to unspecified software upgrades, maintenance releases and patches released during the term of the maintenance and support agreement on a when-and-if-available basis, and rights to technical support. WhenOn-premises term license subscriptions are offered when the customer prefers to self-manage the deployment of our platform is deployed within a customer’stheir own data center or private cloud, it is installed on the customer’s infrastructure and offered as a term or perpetual license.infrastructure. When our platform is delivered as a SaaS subscription, we handle itsmanage their operational needs in third-party hosted data centers.

Professional Services

Our professional services revenue is comprised of fees for consulting services, including application development, and deployment assistance, and training related to our platform. Over time, as the need for professional services associated with user deployments decreases and the number of end users increases, we expect the mixprofessional services revenue as a percentage of total revenue to shift more toward subscription revenue. decrease. Additionally, professional services revenue may be negatively impacted if there is a decline in our procurement of new customers as a result of the COVID-19 pandemic.

We have several strategic partnerships, including with Deloitte, KPMG, Accenture, PwC, Infosys, Wipro, and PricewaterhouseCoopers.Deloitte. These partners refer software subscription customers to us and generally perform professional services with respect to any new service contracts they originate, increasing our subscriptions revenue without any change to our professional services revenue. Our agreements with our strategic partners have indefinite terms and may be terminated for convenience by either party. We intend to further grow our base of strategic partners to provide broader customer coverage and solution delivery capabilities. These partners refer software subscription customers to us and perform professional services with respect to any new service contracts they originate, increasing our software subscription revenue without any change to our professional services revenue. As we expand the network of strategic partners, we expect professional services revenue to decline as a percentage of total revenue
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over time since our strategic partners may perform professional services associated with software subscriptions that we sell. Professional services revenue may also decline in absolute dollars if we increasingly rely on our network to procure new customers.

Cost of Revenue

Subscriptions Software and Support

Cost of subscriptions software and support revenue consists primarily of fees paid to our third-party managed hosting providers and other third-party service providers, personnel costs, including payroll and benefits for our technology operations and customer support teams, and allocated facility costs and overhead. We expect cost of revenue to continue to increase in absolute dollars for the foreseeable future as our customer base grows.

Professional Services

Cost of professional services revenue includes all direct and indirect costs to deliver our professional services and training, including employee compensation for our global professional services and training personnel, travel costs, third-party contractor costs, and allocated facility costs and overhead.overhead, and the costs of billable expenses such as travel and lodging. The unpredictability of the timing of entering into significant professional services agreements sold on a standalone basis may cause significant fluctuations in our cost of professional services which, in turn, may impact our quarterly financial results.results and allocated facility costs and overhead.

Gross Margin

Gross profit and gross margin, or gross profit as a percentage of total revenue, hashave been, and will continue to be, affected by various factors, including the mix of subscription, softwareSaaS subscriptions and supporton-premises term license subscriptions, the mix of total subscriptions revenue and professional services revenue. Subscriptionrevenue, subscription pricing, the costs associated with third-party hosting facilities, and the extent to which we expand our professional services to support future growth will impact our gross margins.growth. Our gross margin may fluctuate from period to period based on the above factors.

Subscriptions Software and Support Gross Margin. Margin

Subscriptions software and support gross margin is primarily affected by the growth in our subscriptions software and support revenue as compared to the growth in, and timing of, costs to support such revenue. We expect to continue to invest in the customer support and SaaS operations to support the growth in theour business, and the timing of those investments is expected to cause subscriptions gross marginsmargin to fluctuate in the short term but improve over time.on a quarterly basis.

Professional Services Gross Margin. Margin

Professional services gross margin is affected by the growth in our professional services revenue as compared to the growth in, and timing of, the cost of our professional servicesCustomer Success organization as we continue to invest in the growth of our business. Professional services gross margin is also impacted by the ratable recognition of some of our professional services revenue as compared to the recognition of related costs of services in the period incurred, as well as the amount of services performed by subcontractors and partners as opposed to internal resources. Beginning in 2020, we lowered our usage of subcontractors, and the COVID-19 pandemic resulted in fewer in-person professional services engagements and deployments, both of which reduced certain classes of expenses and improved professional services margins. In 2021, these margins began to normalize but remain subject to fluctuation based on the factors discussed above and uncertainties related to the COVID-19 pandemic outside of our control.

Operating Expenses

Operating expenses consist of sales and marketing, research and development, and general and administrative expenses. Salaries,Personnel-related costs such as salaries, bonuses, commissions, payroll tax payments, and other personnel-related costsstock-based compensation expense are the most significant components of each of these expense categories. Other components of each category include professional fees for third-party services such as contract labor, legal, development resources, and consulting as well as allocated facility and overhead, which can include, among other types of costs, travel and entertainment expenditures, human

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resources costs such as placement fees, referral bonuses, training costs, and employee relations spending, office-related expenditures, and information technology costs for such items as infrastructure, software, and cloud computing services.
categories.
In general, our operating expenses are expected to continue to increase in absolute dollars as we invest resources in growing our various teams. We grew from 7191,460 employees at December 31, 20162020 to 8591,798 employees at December 31, 2017,2021, and we expect to continue to hire new employees in order to support our anticipated revenue growth.

Sales and Marketing Expense

Sales and marketing expense primarily includes personnel costs, including salaries, bonuses, commissions, stock-based compensation, and other personnel costs related to sales teams. Additional major expenses in this category include travel and entertainment, marketing activities and promotional events, marketing activities, subcontracting fees, and allocated facility costs and overhead.

The number of employees in sales and marketing functions grew from 238445 at December 31, 20162020 to 307552 at December 31, 2017.2021. In order to continue to grow our business, geographical footprint, and brand awareness, we expect to continue investing resources in sales and marketing by increasing the number of sales and account management teams. As a result, we expect sales and marketing expense to increase in absolute dollars as we continue to invest to acquire new customers and further expand usage of our platform within our existing customer base.

Research and Development Expense

Research and development expense consists primarily of personnel costs for our employees who develop and enhance our platform, including salaries, bonuses, stock-based compensation, and other personnel costs. Also included are non personnelnon-personnel costs such as subcontracting, consulting, and professional fees to third party development resources, allocated facility costs, overhead and depreciation and amortization costs.overhead.

Our research and development efforts are focused on enhancing the speed and power of our software platform. The number of employees in research and development functions grew from 145381 at December 31, 20162020 to 192488 at December 31, 2017.2021. We expect research and development expensesexpense to continue to increase in absolute dollars as theysuch costs are critical to maintain and improve ourthe quality of applications and our competitive position.

General and Administrative Expense

General and administrative expense consists primarily of personnel costs, including salaries, bonuses, stock-based compensation, and other personnel costs for our administrative, legal, information technology, human resources, finance and accounting employees, andas well as our executives. Additional expenses included in this category are non-personnel costs such as travel-related expenses, contracting and professional fees audit fees, taxfor such services as audits, taxation, and legal, fees, as well as insurance and other corporate expenses, along with allocated facility costs and overhead.overhead, bad debt expenses, and depreciation and amortization costs.

The number of employees in general and administrative functions grew from 86206 at December 31, 20162020 to 98224 at December 31, 2017.2021. We expect our general and administrative expense to increase in absolute dollars as we continue to support our growthgrowth.

Other Expense (Income)

Other Expense (Income), Net

Other expense (income), net, net consists primarily of unrealized and as a resultrealized gains and losses related to changes in foreign currency exchange rates, interest income on our cash and cash equivalents and investments, gains or losses on the disposal of property and equipment, and other sources of income or expense not related to our becoming a public company.core business operations.



Interest Expense

Interest expense consists primarily of interest on our debt, unused credit facility fees, and commitment fees on our letters of credit.
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Results of Operations

The following table sets forth our consolidated statements of operations data:data (in thousands):

Year Ended December 31,
202120202019
Consolidated Statements of Operations Data:
Revenue
Subscriptions$263,738 $198,710 $151,299 
Professional services105,521 105,863 109,053 
Total revenue369,259 304,573 260,352 
Cost of revenue
Subscriptions27,330 20,826 17,098 
Professional services76,763 67,940 76,743 
Total cost of revenue104,093 88,766 93,841 
Gross profit265,166 215,807 166,511 
Operating expenses
Sales and marketing167,852 130,316 117,440 
Research and development97,517 70,241 58,043 
General and administrative83,704 53,152 41,496 
Total operating expenses349,073 253,709 216,979 
Operating loss(83,907)(37,902)(50,468)
Other expense (income)
Other expense (income), net3,584 (5,786)(941)
Interest expense372 478 367 
Total other expense (income)3,956 (5,308)(574)
Loss before income taxes(87,863)(32,594)(49,894)
Income tax expense778 883 820 
Net loss$(88,641)$(33,477)$(50,714)
(1) Stock-based compensation as a component of these line items is as follows:

 Year Ended December 31,
202120202019
(in thousands)
Cost of revenue
Subscriptions$1,199 $943 $647 
Professional services3,131 1,477 2,748 
Operating expenses
Sales and marketing5,426 2,821 4,742 
Research and development5,224 2,718 3,480 
General and administrative8,864 7,320 4,826 
Total stock-based compensation expense$23,844 $15,279 $16,443 

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 Year Ended December 31,
 2017 2016 2015
 (in thousands)
Consolidated Statements of Operations Data:     
Revenue:     
Subscriptions, software and support$91,514
 $69,972
 $53,207
Professional services85,223
 62,951
 57,997
Total revenue176,737
 132,923
 111,204
Cost of revenue(1):
 
    
Subscriptions, software and support9,379
 7,437
 6,079
Professional services55,218
 42,686
 42,402
Total cost of revenue64,597
 50,123
 48,481
Gross profit112,140
 82,800
 62,723
Operating expenses(1):
     
Sales and marketing81,966
 54,137
 38,300
Research and development34,835
 22,994
 16,750
General and administrative27,150
 17,039
 12,515
Total operating expenses143,951
 94,170
 67,565
Operating loss(31,811) (11,370) (4,842)
Other (income) expense: 
    
Other (income) expense, net(2,038) 1,792
 1,579
Interest expense473
 982
 188
Total other (income) expense(1,565) 2,774
 1,767
Net loss before income taxes(30,246) (14,144) (6,609)
Income tax expense (benefit)761
 (1,683) 378
Net loss$(31,007) $(12,461) $(6,987)
(1)     Includes stock-based compensation expense below. For the years ended December 31, 2016 and 2015, no
stock-based compensation expense was recognized for our stock option awards because a qualifying event had not yet occurred.


 Year Ended December 31,
 2017 2016 2015
 (in thousands)
Cost of revenue     
Subscriptions, software and support$575
 $
 $
Professional services1,295
 
 
Operating expenses     
Sales and marketing3,233
 
 
Research and development2,822
 
 
General and administrative5,051
 
 
Total stock-based compensation expense$12,976
 $
 $



The following table sets forth our consolidated statements of operations data expressed as a percentage of total revenue:

Year Ended December 31,Year Ended December 31,
2017 2016 2015202120202019
Consolidated Statements of Operations Data:     Consolidated Statements of Operations Data:
Revenue:     
Subscriptions, software and support51.8 % 52.6 % 47.8 %
RevenueRevenue
SubscriptionsSubscriptions71.4 %65.2 %58.1 %
Professional services48.2
 47.4
 52.2
Professional services28.6 34.8 41.9 
Total revenue100.0
 100.0
 100.0
Total revenue100.0 100.0 100.0 
Cost of revenue:     
Subscriptions, software and support5.3
 5.6
 5.5
Cost of revenueCost of revenue
SubscriptionsSubscriptions7.4 6.8 6.6 
Professional services31.2
 32.1
 38.1
Professional services20.8 22.3 29.5 
Total cost of revenue36.5
 37.7
 43.6
Total cost of revenue28.2 29.1 36.1 
Gross margin63.5
 62.3
 56.4
Operating expenses:     
Gross profitGross profit71.8 70.9 63.9 
Operating expensesOperating expenses
Sales and marketing46.4
 40.7
 34.4
Sales and marketing45.5 42.8 45.1 
Research and development19.7
 17.3
 15.1
Research and development26.4 23.1 22.3 
General and administrative15.4
 12.8
 11.3
General and administrative22.7 17.5 15.9 
Total operating expenses81.5
 70.8
 60.8
Total operating expenses94.6 83.4 83.3 
Operating loss(18.0) (8.5) (4.4)Operating loss(22.8)(12.5)(19.4)
Other (income) expense:     
Other (income) expense, net(1.2) 1.3
 1.4
Other expense (income)Other expense (income)
Other expense (income), netOther expense (income), net1.0 (1.9)(0.4)
Interest expense0.3
 0.7
 0.2
Interest expense0.1 0.2 0.1 
Total other (income) expense(0.9) 2.0
 1.6
Net loss before income taxes(17.1) (10.5) (6.0)
Income tax expense (benefit)0.4
 (1.3) 0.3
Total other expense (income)Total other expense (income)1.1 (1.7)(0.3)
Loss before income taxesLoss before income taxes(23.9)(10.8)(19.1)
Income tax expenseIncome tax expense0.2 0.3 0.3 
Net loss(17.5)% (9.2)% (6.3)%Net loss(24.1)%(11.1)%(19.4)%


Year Ended December 31, 20172021 Compared to the Year Ended December 31, 20162020

Revenue

Year Ended December 31,% Change
Year Ended December 31, % Change20212020
2017 2016  (dollars in thousands)
(dollars in thousands)  
Revenue     
Subscriptions, software and support$91,514
 $69,972
 30.8%
Revenue:Revenue:
SubscriptionsSubscriptions$263,738 $198,710 32.7%
Professional services85,223
 62,951
 35.4
Professional services105,521 105,863 (0.3)%
Total revenue$176,737
 $132,923
 33.0
Total revenue$369,259 $304,573 21.2%


Total revenue increased $43.8$64.7 million, or 33.0%21.2%, in 20172021 compared to 2016,2020 due to an increase in our subscriptions revenue of $65.0 million, which was partially offset by a decrease in our professional services revenue of $22.3 million and an increase in our subscriptions, software and support revenue of $21.5$0.3 million. The increase in professional servicessubscriptions revenue was duedriven largely by a $50.2 million increase in cloud subscription revenue, an $11.8 million increase in on-premises software revenue, and a $3.0 million increase in maintenance and support revenue. With respect to $9.3new versus existing customers, $48.1 million of additional revenue from existing customers and $13.0 million in sales to new customers.  Thethe increase in subscriptionsubscriptions revenue was attributable to $17.1 million of revenuestemmed from expanded deployments and corresponding sales of additional subscriptions to existing customers and $4.4while $16.6 million instemmed from sales of subscriptions to new customers. The remainder of the increase is attributable to revenue recognized from Lana Labs GmbH, or Lana Labs, subsequent to the acquisition. The decrease in professional services revenue was due primarily to a $19.7 million decrease in

59



revenue from existing customers which was largely offset by $19.3 million in sales to new customers. Further impacting the decrease in professional services revenue were increased contributions of partners performing professional services on our behalf in 2021 as compared to 2020, which has resulted in increases to our subscriptions revenue without any change to our professional services revenue.

Cost of Revenue

Year Ended December 31, % ChangeYear Ended December 31,% Change
2017 2016  20212020
(dollars in thousands)  (dollars in thousands)
Cost of revenue:     Cost of revenue:
Subscriptions, software and support$9,379
 $7,437
 26.1%
SubscriptionsSubscriptions$27,330 $20,826 31.2%
Professional services55,218
 42,686
 29.4
Professional services76,763 67,940 13.0%
Total cost of revenue$64,597
 $50,123
 28.9%Total cost of revenue$104,093 $88,766 17.3%
Subscriptions, software and support gross margin89.8% 89.4%  
Subscriptions gross marginSubscriptions gross margin89.6 %89.5 %
Professional services gross margin35.2
 32.2
  Professional services gross margin27.3 %35.8 %
Total gross margin63.5
 62.3
  Total gross margin71.8 %70.9 %
 
Cost of revenue increased $14.5$15.3 million, or 28.9%17.3%, in 20172021 compared to 2016,2020, primarily due to a $6.0 million increase in contractor costs, a $5.3$15.2 million increase in professional services and product support staff personnel costs, a $2.6 million increase in billable expenses and a $0.7$4.4 million increase in other cost of revenue, offset byand a $0.1$1.5 million decreaseincrease in facility and overhead costs. ContractorThese increases were partially offset by a $4.8 million decrease in contractor costs increasedand a $1.0 million decrease in 2017 compared to 2016 because of an increase in the usage of third-party resources for professional service engagements.billable expenses. Personnel costs increased due to $1.9 million in stock-based compensation expense and an increase in the number of experienced professional services employeesand product support personnel headcount of 24.8% from December 31, 2020 to December 31, 2021, coupled with a $1.9 million increase in 2017. Billable expenses increased because we had more professional services engagements in 2017 as compared to 2016.stock-based compensation. The increase in other cost of revenue iswas due to increased hosting costs as sales of our cloud offering increasedgrew in 2017. The decrease2021, while the increase in facility and overhead costs was due largely to an increase in certain allocated costs tied to our growth such as spending for offices, human resources costs, and information technology expenses. Contractor costs decreased rent expense.in 2021 compared to 2020 due to a decrease in the usage of subcontractors for professional service engagements, which is in line with our strategic shift towards increasing professional services headcounts and utilizing more internal resources to complete engagements. Billable expenses decreased primarily as a result of lower travel and entertainment costs pursuant to a shift to remote work that began in the second quarter of 2020 and continued into 2021.
Gross
Subscriptions gross margin slightly increased to 63.5%89.6% in 20172021 compared to 62.3%89.5% in 20162020 due to an increase in thesubscriptions revenue in 2021, which was largely offset by increased hosting costs as sales of our cloud offering increased and became a larger proportion of our overall subscriptions revenue. Professional services gross margin of our subscriptions, software and support revenuedecreased to 27.3% in 2021 compared to 35.8% in 2020 due to higher personnel costs in 2021 as well as oura decrease in professional services revenue. OurAdditionally, fewer in-person professional services engagements and deployments in 2020 led to temporarily improved margins in the prior year. These impacts were partially offset by a decrease in the usage of subcontractors for professional services engagements. Given the higher percentage of subscriptions revenue mix remained relatively constantfor the comparable periods and the aforementioned decline in 2017 compared to 2016. The gross margin of our professional services revenue, gross margin rose to 71.8% in 2016 was negatively impacted by temporarily low utilization of professional services resources2021 as they were being redeployed after the completion of a large engagementcompared to 70.9% in the prior quarter.2020.

Sales and Marketing Expense

Year Ended December 31, % ChangeYear Ended December 31,% Change
2017 2016  20212020
(dollars in thousands)  (dollars in thousands)
Sales and marketing$81,966
 $54,137
 51.4%Sales and marketing$167,852 $130,316 28.8%
% of revenue46.4% 40.7%  % of revenue45.5 %42.8 %
 
Sales and marketing expense increased $27.8$37.5 million, or 51.4%28.8%, in 20172021 compared to 2016,2020, primarily due to a $21.2$28.8 million increase in sales and marketing personnel costs, a $3.5$5.1 million increase in marketing costs, a $3.0 million increase in facility and overhead costs, a $2.8 million increase in marketing costs and a $0.3$0.6 million increase in professional fees. Personnel costs increased due to $3.2 million in stock-based compensation expense in 2017, an increase in
60


sales and marketing personnel headcount by 29.0%of 24.0% from December 31, 20162020 to December 31, 2017, and2021, increased sales commissions driven by our subscriptions revenue growth.growth, and a $2.6 million increase in stock-based compensation expense. Marketing costs increased due to an increase in the number of marketing events held during 2021 as compared to 2020 as well as increased spending on marketing materials, slightly offset by a decrease in advertising expense. Facility and overhead costs increased due to supporthigher allocated costs tied to our growth, such as information technology spending and human resources costs. Professional fees increased due to higher fees paid to third-party marketing consultants pursuant to new marketing campaigns and initiatives.

Research and Development Expense

Year Ended December 31,% Change
20212020
(dollars in thousands)
Research and development$97,517 $70,241 38.8%
% of revenue26.4 %23.1 %

Research and development expense increased $27.3 million, or 38.8%, in 2021 compared to 2020, primarily due to a $22.9 million increase in research and development personnel growth. Marketingcosts, a $3.2 million increase in facility and overhead costs, and a $1.1 million increase in professional fees. Personnel costs increased due to an increase in research and development personnel headcount of 28.1% from December 31, 2020 to December 31, 2021, coupled with a rise$2.5 million increase in marketing event sponsorshipstock-based compensation expense. Facility and attendance.overhead costs increased due largely to higher allocated costs tied to our growth, such as information technology spending, human resources costs, and office spending. Professional fees increased due to an increase in consulting fees.  services fees stemming from higher usage of external resources to assist in our platform development efforts.


Research and Development Expense
 Year Ended December 31, % Change
 2017 2016  
 (dollars in thousands)  
Research and development$34,835
 $22,994
 51.5%
% of revenue19.7% 17.3%  

Research and development expense increased $11.8 million, or 51.5%, in 2017 compared to 2016, primarily due to a $11.0 million increase in research and development personnel costs and a $0.9 million increase in facility and overhead costs, offset by a $0.1 million decrease in consulting fees. Personnel costs increased due to $2.8 million in stock-based compensation expense in 2017 and an increase in research and development personnel headcount by 32.4% from December 31, 2016 to December 31, 2017.
General and Administrative Expense

Year Ended December 31, % ChangeYear Ended December 31,% Change
2017 2016  20212020
(dollars in thousands)  (dollars in thousands)
General and administrative expense$27,150
 $17,039
 59.3%General and administrative expense$83,704 $53,152 57.5%
% of revenue15.4% 12.8%  % of revenue22.7 %17.5 %

General and administrative expense increased $10.1$30.6 million, or 59.3%57.5%, in 20172021 compared to 2016,2020, primarily due to a $7.1$15.8 million increase in professional fees, an $11.7 million increase in general and administrative personnel costs, and a $1.1 million increase in professional fees, a $1.0$2.4 million increase in facility and overhead costs and a $0.9 million increase incosts. Professional fees increased due largely to higher legal costs.fees. Personnel costs increased due to $5.1the acceleration of $3.3 million in stock-based compensation expense in 2017 andstemming from the vesting of the 2019 CEO grant, coupled with an increase in general and administrative personnel headcount by 14.0%of 8.7% from December 31, 20162020 to December 31, 2017 in order to support the additional requirements of being a public company. Professional fees increased due to use of consulting services to assist with the implementation of new software to support our back-office functions as well as costs incurred during the secondary offering in November 2017.2021. Facility and overhead costs increased to support our personnel growth. Legal costs increasedprimarily due to higher allocated costs incurred during the secondary offeringtied to our growth, such as information technology spending, human resources costs, and office spending as well as the settlementhigher withholding taxes at certain of our foreign subsidiaries.

Other Expense (Income), Net

Year Ended December 31,% Change
20212020
(dollars in thousands)
Other expense (income), net$3,584 $(5,786)***
% of revenue1.0 %(1.9)%
*** - Indicates a percentage that is not meaningful

61


Other expense was $3.6 million in 2021 compared to other income of $5.8 million in 2020. This change was primarily due to $3.7 million in foreign exchange losses in 2021 compared to $4.3 million in foreign exchange gains in 2020. Additionally, we recognized $1.0 million in other income in 2020 due to a payment received from a state government as a result of our achievement of certain legal matters.job creation and capital investment goals.

Interest Expense

Year Ended December 31,% Change
20212020
(dollars in thousands)
Interest expense$372 $478 (22.2)%
% of revenue0.1 %0.2 %

Interest expense decreased by a nominal amount in 2021 compared to the same period in 2020, primarily due to lower commitment fees on the letter of credit outstanding.

Year Ended December 31, 20162020 Compared to the Year Ended December 31, 20152019
Revenue
 Year Ended December 31, % Change
 2016 2015  
 (dollars in thousands)  
Revenue     
Subscriptions, software and support$69,972
 $53,207
 31.5%
Professional services62,951
 57,997
 8.5
Total revenue$132,923
 $111,204
 19.5

Total revenue increased $21.7 million, or 19.5%,For a discussion and analysis of changes in 2016 compared to 2015, due to an increase in our subscriptions revenuefinancial condition and results of $16.8 million and an increase in our professional services revenue of $4.9 million. The increase in subscription revenue was attributable to $11.0 million of revenue from expanded deployments and corresponding sales of additional subscriptions to existing customers and $5.8 million in sales of subscriptions to new customers. The increase in professional services revenue was due to increased application development and deployment assistance demands from our customers.


Cost of Revenue
 Year Ended December 31, % Change
 2016 2015  
 (dollars in thousands)  
Cost of revenue:     
Subscriptions, software and support$7,437
 $6,079
 22.3%
Professional services42,686
 42,402
 0.7
Total cost of revenue$50,123
 $48,481
 3.4
Subscriptions, software and support gross margin89.4% 88.6%  
Professional services gross margin32.2
 26.9
  
Total gross margin62.3
 56.4
  

Cost of revenue increased $1.6 million, or 3.4%, in 2016 compared to 2015, primarily due to a $5.8 million increase in professional services and product support staff personnel costs and a $1.2 million increase in facility and overhead costs, offset by decreases in contractor costs of $5.4 million. Personnel costs increased due tooperations for the increase in professional services and customer support staff personnel headcount by 4.6% from the end of 2015 to the end of 2016. Facility and overhead costs increased to support our personnel growth.Contractor costs decreased from 2015 to 2016 as we incurred additional contractor costs in 2015 to support a new customer contract.
Gross margin increased to 62.3% in 2016 compared to 56.4% in 2015, due primarily to an increase in the gross margin for our professional services. During 2015, we incurred increased contractor costs to support a new customer contract. Professional services gross margin increased in 2016 due to a reduction in our contractor costs of $5.4 millionyear ended December 31, 2020 as compared to 2015 as we continuedthe year ended December 31, 2019, refer to hire additional internal professional services personnel.our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 18, 2021.
Sales and Marketing Expense
 Year Ended December 31, % Change
 2016 2015  
 (dollars in thousands)  
Sales and marketing$54,137
 $38,300
 41.3%
% of revenue40.7% 34.4%  
Sales and marketing expense increased $15.8 million, or 41.3%, in 2016 compared to 2015, primarily due to a $9.8 million increase in sales and marketing personnel costs, a $3.3 million increase in facility and overhead costs, and $2.3 million increase in marketing costs. Personnel costs increased due to the increase in sales and marketing personnel headcount by 46.0% from the end of 2015 to the end of 2016 and increased sales commissions driven by our revenue growth. Facility and overhead costs increased to support our personnel growth. Marketing costs increased due to a rise in marketing event sponsorship and attendance.
Research and Development Expense
 Year Ended December 31, % Change
 2016 2015  
 (dollars in thousands)  
Research and development$22,994
 $16,750
 37.3%
% of revenue17.3% 15.1%  

Research and development expense increased $6.2 million, or 37.3%, in 2016 compared to 2015, primarily due to a $4.7 million increase in research and development personnel costs and a $1.4 million increase in facility and overhead costs. Personnel costs increased due to the increase in research and development personnel headcount by 41.7% from the end of 2015 to the end of 2016. Facility and overhead costs increased to support our personnel growth.


General and Administrative Expense
 Year Ended December 31, % Change
 2016 2015  
 (dollars in thousands)  
General and administrative expense$17,039
 $12,515
 36.1%
% of revenue12.8% 11.3%  
General and administrative expense increased $4.5 million, or 36.1%, in 2016 compared to 2015, primarily due to a $2.5 million increase in general and administrative personnel costs, a $1.1 million increase in facility and overhead costs, and $0.9 million in increased professional services costs. Personnel costs increased due to the increase in general and administrative personnel headcount by 32.3% from the end of 2015 to the end of 2016. Facility and overhead costs as well as contractor costs increased to support our personnel growth.
Seasonality

We have historically experienced seasonality in terms of when we enter into agreements with customers. We typically enter into a significantly higher percentage of agreements with new customers, as well as renewal agreements with existing customers, in the fourth quarter and, to a lesser extent, the second quarter. The increase in customer agreements for the fourth quarter is attributable to large enterprise account buying patterns typical in the software industry. Furthermore, we usually enter into a significant portion of agreements with customers during the last month and often the last two weeks, of each quarter. However, we recognize substantially allthe majority of our subscriptions revenue ratably over the terms of our subscriptionsubscriptions agreements, which are generally occurs over a one to five-year period.three years in length. As a result, a substantial portion of the subscriptions revenue that we report in each period will be derived from the recognition of deferred revenue relating to agreements entered into during previous periods. Consequently, a decline in new sales or renewals in any one period may not be immediately reflected in our revenue results for that period. ThisSuch a decline, however, will negatively affect our revenue in future periods. Accordingly, the effect of significant downturns in sales and market acceptance of our platform and potential changes in our rate of renewals may not be fully reflected in our results of operations until future periods.

While we will continue to recognize the majority of our subscriptions revenue ratably over the terms of our subscription agreements, we may experience greater variability and reduced comparability of our quarterly revenue and results with respect to the timing and nature of our term license subscription agreements due to the upfront revenue recognition.

Backlog

Backlog represents non-cancellable future amounts to be invoiced and recognized under SaaS and term license subscription agreements.agreements and is representative of our remaining performance obligations. As of December 31, 20172021 and 2016,2020, we had backlog of approximately $214$285.5 million and $167$206.2 million, respectively. Approximately 58%34% of our backlog as of December 31, 20172021 is not expected to be filledrecognized in 2018.2022.

We expect thatbacklog to continue to increase in absolute dollars as we continue to increase the number of SaaS agreements we enter into. However, the amount of backlog relative to the total value of our contracts willcan change from quarter to quarter and year to year for several reasons, including the specific timing and duration of large customerSaaS and term license subscription agreements with large customers, the specific timing of customer renewals, changes in customer financial circumstances, and foreign currency fluctuations.

62


We often sign multiple-year SaaS subscription agreements, the length in years of which may vary widely.agreements. Backlog may vary based on changes in the average non-cancellable term of SaaS and term license subscription agreements. The change in backlog that resultsresulting from changes in the average non-cancellable term of SaaS and term license subscription agreements may not be an indicator of the likelihood of renewal or expected future revenue. Accordingly, we believe that fluctuations in backlog aremay not be a reliable indicator of future revenue, and we do not utilize backlog as a key management metric internally.

Liquidity and Capital Resources

The following table presents selected financial information and statistics as of and for the years ended December 31, 2021, 2020, and 2019 (in thousands):

As of December 31,
202120202019
Cash and cash equivalents$100,796 $112,462 $159,755 
Short-term investments and marketable securities55,179 109,826 — 
Property and equipment, net36,913 35,404 39,554 
Long-term investments12,044 36,120 — 
Working capital*121,752 209,532 165,381 
Year Ended December 31,
202120202019
Net cash used in operating activities$(53,918)$(7,620)$(8,926)
Net cash provided by (used in) investing activities41,936 (153,357)(32,421)
Net cash provided by financing activities2,786 110,468 105,549 
* Exclusive of the current portion of restricted cash

As of December 31, 2017,2021, we had $73.8$100.8 million of cash and cash equivalents. On May 31, 2017, we closed our IPOequivalents and $55.2 million of 7,187,500 shares of our Class A common stock at an offering price of $12.00 per share, including 937,500 shares pursuant to the underwriters’ option to purchase additional Class A shares, resulting in net proceeds to us of $77.8 million, after deducting underwriting discountsshort-term investments and commissions of $6.0 million and offering expenses of $2.4 million.
marketable securities. We believe that our existing cash and cash equivalents and short-term investments and marketable securities, together with any positive cash flows from operations and available borrowings under our line of credit, will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. We expect future sources of funds to consist primarily of cash generated from sales of subscriptions and the related professional services. We may also elect to raise additional sources of funding through draws on our existing line of credit, entering into new debt financing arrangements, or conducting additional public offerings. Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts, the expansion of sales and marketing activities, particularly internationally, and the introduction of new and enhanced products and functions as well as platform enhancements and professional services offerings, and the level of market acceptance of our applications.  applications, spending we may incur on our headquarters, and the global economic uncertainty and financial market conditions caused by the COVID-19 pandemic and its impact on our business. 

In the event that additional financing is


required from outside sources, we may be unable to raise the funds on acceptable terms, if at all. To the extent existing cash and cash equivalents, andshort-term investments, and cash from operations are not sufficient to fund future activities, we may need to raise additional funds. We may seek to raise additional funds through equity, equity-linked, or debt financings. If we raise additional funds through the incurrence of indebtedness, such indebtedness may have rights that are senior to holders of our equity securities and could contain covenants that restrict operations. Any additional equity financing may be dilutive to our existing stockholders. Although we are not currently a party to any agreement or letter of intent with respect to potentialWe recently have, and in the future may enter into, investments in, or acquisitions of, complementary businesses, servicesproducts, or technologies, we may enter into these types of arrangements in the future, which could also require us to seek additional equity financing, incur indebtedness, or use cash resources. We have no present understandings,binding agreements or commitments or agreements to enter into any such acquisitions. If we are unable to raise additional capital when desired, our business, operating results, and financial condition could be adversely affected.
The following table shows a summary of our cash flows for the years ended December 31, 2017, 2016 and 2015:
63


 Year Ended December 31,
 2017 2016 2015
 (in thousands)
Cash used in operating activities$(9,128) $(7,756) $(2,145)
Cash used in investing activities(433) (984) (524)
Cash provided by financing activities50,948
 10,000
 10,000

Sources of Funds

We have financed our operations in large part with equity and debt financing arrangements, including netspecifically proceeds of $10.0 million from the sale of shares of preferred stock over a period of several years prior to our IPO and the net proceedsraised from our IPO, as well as through sales of software and professional services and borrowings under our credit facilities.
2015 Line of Credit
At December 31, 2015, we had a $10.0 million revolving line of credit with a lender, expiringinitial public offering in June 2016, which was subsequently amended in June 2016 to extend the maturity date through June 2017 and which was terminatedsubsequent underwritten public offerings as summarized in April 2017. The amountthe table below (in thousands except share and per share information):

Shares Sold by UsPrice per Share
Proceeds to Us*
May 2017 initial public offering7,187,500$12.00 $77,789 
August 2018 public offering1,675,00035.15 57,829
September 2019 public offering1,825,00055.70 101,303
June 2020 public offering1,931,20656.50 107,914
Total12,618,706 $344,835 
* Net of borrowing available underunderwriting discounts and commissions and offering expenses

We also have the credit facility at any time could not exceed 80% of eligible accounts receivable at such time and any amounts borrowed were collateralized by substantially all of our assets. Amounts drawn on the revolving line of credit accrued interest at a floating rate of prime plus 0.75%. The agreement contained certain affirmative covenants relatedability to the timely delivery of financial information to the lender and maintaining a liquidity ratio of at least 1.25 to 1, as well as certain customary negative covenants.
2015 Term Loan
In March 2015, we entered into a collateralized $10.0 million term loan facility with a lender, maturing in March 2019 and borrowed the full amount under the term loan facility in June 2015. In January 2016, we paid off the outstanding balance of the term loan and simultaneously entered into a $20.0 million term loan facility with the lender, maturing in January 2020. We borrowed the full amount under the term loan facility in January 2016, which we repaid in full in April 2017.
Interest on the term loan borrowings accrued at a floating rate equal to the prime rate plus 1.25%. Initially, the first 12 months were to require interest-only payments followed by 36 months of monthly amortization payments. In contemplation of the new financing facility described below, the interest-only period was extended until the new financing facility was finalized. We were permitted to pay off the entire term loan at any time by paying all outstanding principal, accrued interest, and a prepayment fee of 1% of the amount advanced through month 12, 0.5% during months 13 through 24 and no prepayment fee thereafter. The term loan included a financial covenant related to our short-term liquidity.
2017 Financing Facility
In April 2017, we entered into a new financing facility consisting of a $5.0 million senior revolving credit facility, a $20.0 million senior term loan and a $10.0 million subordinated term loan. In connection with the execution of this financing facility, the prior line of credit was terminated, and we borrowed the full $20.0 million available under the senior term loan and repaid the outstanding balance under our prior term loan. Additionally, in connection with the execution of our new financing facility, the lender waived the prepayment fee associated with our prior line of credit.


Amounts drawn on the senior revolving credit facility bore interest at a floating rate equal to the prime rate plus 0.75%. The facility matured in April 2019, contained covenants related to our short-term liquidity and was collateralized by all of our assets.
Borrowings under the senior term loan bore interest at a floating rate equal to the prime rate plus 1.25%. Borrowings were required to be repaid over 48 months, consisting of 12 months of interest-only payments followed by 36 months of principal and interest payments. We could pay off the entire senior term loan at any time by paying all outstanding principal, accrued interest, and a prepayment fee of 2% of the amount borrowed if repaid through month 12, 1% of the amount borrowed if repaid during months 13 through 24 and no prepayment fee if repaid thereafter. The senior term loan included a financial covenant related to our short-term liquidity and was collateralized by all of our assets.
Borrowings under the subordinated term loan bore interest at an initial rate of 11%, which increased by 1%draw upon each anniversary of the closing date of the financing facility. The facility matured in April 2020. Interest-only payments were required through maturity, and the principal balance was due upon maturity. We were able to borrow amounts under the subordinated term loan within the first 12 months after closing. We could pay off the entire subordinated term loan at any time by paying all outstanding principal, accrued interest, and a final payment fee of 5% of the amount borrowed if repaid through month 12, 6% of the amount borrowed if repaid during months 13 through 24 and 7% of the amount borrowed if repaid thereafter. The subordinated term loan also carried an unused facility fee of 1.5% of the unused portion of the subordinated term loan, which was payable quarterly. The subordinated term loan included a financial covenant related to our recurring revenue and was collateralized by all of our assets.
In June 2017, we used proceeds from our IPO to pay all remaining outstanding principal and interest under the senior term loan and subsequently terminated the senior term loan and subordinated term loan. This financing facility was terminated in November 2017 in connection with our entry into a new $20.0 million revolving line of credit.
2017 Line of Credit
In November 2017, we entered into a $20.0 million revolving line of credit with a lender. The facility matures inlender with an original maturity date of November 2022. WeIn December 2021, we executed the first loan modification agreement which extended the revolving line of credit's maturity date to November 2025 and amended certain borrowing terms and financial covenants. Under the amended agreement, we may elect whether amounts drawn on the revolving line of credit bear interest on the outstanding principal amount at a floating rate per annum equal to either a) the LIBORPrime rate plus an additional interest rate margin or the primeb) secured overnight financing rate (“SOFR”) plus an additional interest rate margin that is determined by the availability of the borrowings under the revolving line of credit. The additional interest rate margin will range from 2.00%0.75% to 2.50%1.25% in the case of LIBORPrime rate advances and from 1.00%1.75% to 1.50%2.25% in the case of primeSOFR rate advances. The revolving line of credit contains an unused facility fee in an amount between 0.15% and 0.25%up to 0.20% of the average unused portion of the revolving line of credit, which is payable quarterly. The agreement contains certain customary affirmative and negative covenants and requires us to maintain (i) an adjusted quick ratio of at least 1.35 to 1.01.00 subject to a net cash threshold as set forth in the agreement and (ii) minimum adjusted EBITDA, in the amounts and for the periods set forth in the agreement. Any amounts borrowed under the credit facility are collateralized by substantially all of our assets. We were in compliance with all covenants as of December 31, 2017.2021. As of December 31, 2017,2021, we had not made anyno outstanding borrowings under this new revolving line of credit, and we had outstanding letters of credit totaling $1.1$11.2 million under the 2017 line of credit in connection with securing our leased office space.
Use
Uses of Funds

Our current principal uses of cash are funding operations and other working capital requirements. Historically, we have also utilized cash to pay for the acquisition of entities we believe to be complementary to our business, and we may pursue similar opportunities in the future. Over the past several years, revenue has increased significantly from year to year and, as a result, cash flows from customer collections have increased. However, operating expenses have also increased as we have invested in growing our business. Our operatingOutside of cash requirements may increaseused to fund operations, our uses of cash in 2021 included the acquisition of Lana Labs, purchases of investments, and capital expenditures. Cash uses in 2020 included the acquisition of Novayre Solutions SL, or Novayre, and modest capital expenditures.

With respect to future uses of funds, we expect to incur annual royalty fees of $0.3 million for the foreseeable future related to a non-cancellable agreement for the use of technology that is integral in the future asdevelopment of our software. Additionally, we continueexpect to investincur capital expenditures in relation to the expanded occupancy of our headquarters, although such expenditures do not represent capital commitments. Furthermore, we are contractually obligated to make cash payments on our various operating leases through October 2031. As of December 31, 2021, the amount of funds we expect to utilize over this time period for our lease commitments is approximately $92.9 million.

In 2021, we executed a non-cancellable cloud hosting arrangement with Amazon Web Services, or AWS, that contains provisions for minimum purchase commitments. Purchase commitments under the agreement total $131.0 million over five years, including $22.0 million in the strategic growthfirst year, $25.0 million in the second year, and $28.0 million in each of the third, fourth, and fifth years. The timing of payments under the agreement may vary, and the total amount of payments may exceed the
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minimum depending on the volume of services utilized. Spending under this agreement for the year ended December 31, 2021 totaled $11.8 million.

Furthermore, we have other non-cancellable agreements for subscription software products that contain provisions stipulating minimum purchase commitments. However, the annual purchase commitments under these contracts are, individually and in the aggregate, immaterial to our company.consolidated statements of operations.

Historical Cash Flows

Operating Activities

For the year ended December 31, 2017,2021, net cash used in operating activities of $9.1$53.9 million consisted of a net loss of $31.0$88.6 million, offset by $14.4$29.6 million in adjustments for non-cash items and $7.5$5.1 million of cash provided by changes in working capital. Adjustments for non-cash items consisted primarily of stock-based compensation of $13.0$23.8 million, depreciation and amortization expense of $0.9$5.7 million, loss on extinguishment ofbad debt expense of $0.4 million, and fair value adjustmentlosses on the disposal of property and equipment of $0.1 million. These adjustments were partially offset by deferred income tax adjustments of $0.5 million. The increase in cash, cash equivalents, and restricted cash resulting from changes in working capital primarily consisted of a $33.4 million increase in deferred revenue as a result of increased subscription sales, a $12.6 million increase in accrued compensation and related benefits as a result of the timing around and increase in employee benefit accruals for such costs as commissions and bonuses stemming from increased headcounts, an $11.5 million increase in accounts payable and accrued expenses due to larger accruals related to legal costs, AWS hosting costs, and marketing costs as well as timing differences between billings and payments, a $2.1 million decrease in prepaid expenses and other assets primarily due to the warrant liabilitytiming of $0.3payments, and a $1.5 million net decrease in right-of-use lease assets. These increases to working capital were offset by a $33.9 million increase in accounts receivable stemming from increased sales and the timing of billings and collections in the fourth quarter, a $21.6 million increase in deferred commissions due to increased sales activity combined with the timing of order completions, and a $0.4 million decrease in other current and non-current liabilities.

For the year ended December 31, 2020, net cash used in operating activities of $7.6 million consisted of a net loss of $33.5 million, offset by $22.0 million in adjustments for non-cash items and $3.9 million of cash provided by changes in working capital. Adjustments for non-cash items consisted primarily of stock-based compensation of $15.3 million, depreciation and amortization expense of $5.9 million, and bad debt expense of $1.0 million, offset by a provision for deferred income taxes of $0.2 million. The increase in cash and cash equivalents resulting from changes in working capital primarily consisted of ana $27.6 million increase in deferred revenue of $18.3 million, as a result of increased subscription sales, a $4.1 million increase in accounts payable and accrued expenses and a $2.4 million increase in accrued compensation and related benefits, primarily due to the timing of year-end bonus payments. This increase


was partially offset by a $9.7 million increase in accounts receivable, primarily due to the timing of billings, a $4.2 million increase in prepaid expenses and other assets and a $3.5 million increase in deferred commissions due to increased sales.
For the year ended December 31, 2016, net cash used in operating activities of $7.8 million consisted of a net loss of $12.5 million and $0.2 million in adjustments for non-cash items, partially offset by $4.9 million of cash provided by changes in working capital. Adjustments for non-cash items primarily consisted of a provision for deferred income taxes of $1.1 million, partially offset by depreciation and amortization expense of $0.8 million and a fair value adjustment for our warrant liability of $0.2 million. The increase in cash and cash equivalents resulting from changes in working capital primarily consisted of an increase in deferred revenue of $17.4 million as a result of increased subscription sales and a $3.7$11.8 million increase in accrued compensation and related benefits as a result of higher employee benefit accruals such as vacation and bonuses, a $3.7 million increase in other liabilities due to the deferral of social security tax payments pursuant to the provisions of the CARES Act and a contract liability arising from a three year deal that included a termination for convenience clause, a $3.7 million decrease in prepaid expenses and other assets attributable to timing, and a $3.4 million increase in operating lease liabilities as a result of recognizing a new right-of-use liability related to the expanded occupancy of our increasing headcount. These increases wereheadquarters building. The increase to working capital was partially offset by an $11.2a $33.6 million increase in accounts receivable primarilystemming from increased sales as well as the timing of billings and collections, an $8.6 million increase in deferred commissions due to increased sales activity, and a $4.2 million decrease in accounts payable and accrued expenses due to the timing of billings and a higher level of sales, and a $5.3 million increase in deferred commissions.payments.

Investing Activities

For the year ended December 31, 2015,2021, net cash usedprovided by investing activities was $41.9 million, which was primarily the result of $120.6 million in operating activities of $2.1 million consisted of a net loss of $7.0 million,proceeds from investments, partially offset by $4.1$41.9 million in purchases of investments, $30.7 million in payments, net of cash provided by changes in working capitalacquired, related to the acquisition of Lana Labs, and $0.8$6.1 million in adjustments for non-cash items. Adjustments for non-cash items primarily consistedpurchases of depreciationproperty and amortization expense of $0.8 million and a fair value adjustment for our warrant liability of $0.3 million, partially offset by a provision for deferred income taxes of $0.3 million. The increase in cash and cash equivalents resultingequipment stemming from changes in working capital primarily consisted of an increase in deferred revenue of $15.5 million as a result of increased subscription sales, partially offset by a $6.6 million increase in accounts receivable, primarily duespending related to the timingexpanded occupancy of billings and a higher level of sales, and a $4.0 million increase in deferred commissions.our headquarters.
Investing Activities
For the yearsyear ended December 31, 2017, 2016 and 2015,2020, net cash used in investing activities was $0.4$153.4 million $1.0which was primarily the result of $146.0 million in purchases of investments and $0.5$6.1 million respectively, forin payments, net of cash acquired, related to the purchaseacquisition of Novayre. In addition there were approximately $1.3 million in purchases of property and equipment.

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Financing Activities

For the year ended December 31, 2017,2021, net cash provided by financing activities was $50.9$2.8 million, consisting entirely of proceeds received from stock option exercises.

For the year ended December 31, 2020, net cash provided by financing activities was $110.5 million, consisting of $80.2$108.3 million in proceeds from our IPO,underwritten public offering, net of underwriting discounts $19.6 million in proceeds from the issuance of long-term debt, net of issuance costs and $1.1commissions, and $6.4 million in proceeds received from stock option exercises. These increases were offset by the repaymentprincipal payments on finance lease obligations of $40.0$3.8 million of long-term debt, a $7.6 million dividend payment to the Series A preferred stockholders and the payment of deferred IPOpublic offering costs of $2.4$0.3 million.

For a discussion and analysis of net cash used in or provided by operating, investing, and financing activities for the year ended December 31, 2016, net cash provided by financing activities was $10.0 million, consisting of $20.0 million in net borrowings under our term loan, partially offset by $10.0 million in repayments of debt.
For the year ended December 31, 2015, net cash provided by financing activities was $10.0 million, consisting of $10.0 million in net borrowings under our term loan.
Contractual Obligations and Commitments
The following table summarizes our commitments to settle contractual obligations as of December 31, 2017:
 Payments Due By Period
 Total Less than 1 Year 1 to 3 Years 3 to 5 Years More than 5 Years
 (in thousands)
Operating lease commitments$25,165
 $8,127
 $13,109
 $2,883
 $1,046
Purchase obligations(1)
1,650
 330
 660
 660
 
Total contractual obligations26,815
 8,457
 13,769
 3,543
 1,046
(1)We have annual royalty fees of $0.3 million for a non-cancellable agreement for the use of technology that is integral in
the development of our software. No amounts were included in the "More than 5 Years" column as this agreement is perpetual and will be required as long as we continue to use the technology.


The commitment amounts in the table above are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. The table does not include obligations under agreements that we can cancel without a significant penalty. As of December 31, 2017, we had not made any borrowings under our $20.0 million revolving line of credit.
Off-Balance Sheet Arrangements
During the year ended December 31, 2017, we did not have any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We do not engage in off-balance sheet financing arrangements. In addition, we do not engage in trading activities involving non-exchange traded contracts. We therefore believe that we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.
Critical Accounting Policies and Estimates
We believe that the following accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations. See Note 22019, refer to our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K for a description of our other significant accounting policies. the fiscal year ended December 31, 2020, filed with the SEC on February 18, 2021.

Critical Accounting Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and judgments that affect the amounts reported in those financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.
Significant
We believe the following accounting estimates embeddedinvolve a high degree of judgment and complexity. Accordingly, these are the estimates we believe are the most critical to aid in thefully understanding and evaluating our consolidated financial condition and results of our operations. See Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for the period presented include revenue recognition, stock-based compensationa description of our other significant accounting policies and income taxes.estimates.

Revenue Recognition

We generate subscriptions revenue primarily through salesthe sale of subscriptions to our platform, as well as professional services. We recognize revenue when all of the following conditions are met: (1) there is persuasive evidence of an arrangement; (2) the service or product has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of related fees is reasonably assured. If collection is not reasonably assured, we defer revenue recognition until collectability becomes reasonably assured. Our arrangements do not contain general rights of return.
Subscriptions, Software and Support Revenue
Subscriptions, software and support revenue is primarily related to (1) SaaS subscriptions bundled with maintenance and support and hosting services and (2) term license subscriptions bundled with maintenance and support. To a lesser extent, we alsoWe generate revenue from the sale of perpetual software licenses and associated maintenance and support.
Historically, we licensed our software primarily under perpetual licenses, but over time we transitioned from perpetual licenses to subscriptions. As a result, revenue from our perpetual software licenses was less than 1.0% of our total revenue for 2017 and 2016, respectively, and 1.9% of our total revenue in 2015.
We generally sell our software on a per-user basis. We bill customers and collect payment for subscriptions to our platform in advance on an annual, quarterly or monthly basis. In certain instances, we have had customers pay their entire contract up front.
SaaS Subscriptions
Our SaaS subscription revenue is derived from customers accessing our cloud offering pursuant to contracts that are generally one to five years in length. We perform all required maintenance and support for our cloud offering and we do not separately charge customers for hosting costs. In these arrangements, our customers do not have the right to take the software on-premises and, as a result, such arrangements are not accounted for within the scope of the software revenue guidance. Revenue from SaaS subscriptions is recognized ratably over the term of the subscription, beginning with the date our service is made available to our customer.


Term License Subscriptions
Our term license subscription revenue is derived from customers with on-premises installations of our platform pursuant to contracts that are generally one to five years in length. Customers with term license subscriptions have the right to use our software and receive maintenance and support. Since we do not sell maintenance and support separately from the subscription, revenue for the term license subscription and maintenance and support is recognized ratably over the term of the subscription, upon delivery of the platform to the customer when sold on a standalone basis.
Professional Services
Our professional services revenue is comprised offrom fees for our consulting services, including application development and deployment assistance and training related to our platform. Our professional servicesSignificant judgments and estimates inherent in our revenue recognition are not essentialas follows:

Determining the Transaction Price

The transaction price, or the amount of consideration we expect to the functionality of our platform because the platform is readybe entitled to receive in exchange for the customer’s use immediately upon delivery and is not modified or customized in any manner.
Consulting services are billed under both time-and-material and fixed-fee arrangements. For standalone time-and-material contracts, we recognize revenue at contractually agreed upon billing rates applied to hours performed. For standalone fixed-fee contracts, we also recognize revenue as the work is performed using the proportional performance method of accounting. Training revenue is recognized when the associated training services are delivered. Training is also sold in the form of a subscription arrangement where a customer agrees to pay an annual fixed fee for a fixed number of users to have access to all of our training offerings during the year. Revenue from training subscription agreements is recognized ratably over the subscription period.
We defer recognition of revenue from work performed on pending contract modifications until the period in which the modifications are accepted and funding is approved by the customer. Costs of work performed on pending contract modifications are expensed as incurred.
Multiple Element Arrangements
Our multiple element arrangements are from SaaS subscriptions and term license subscriptions that are generally sold in combination with maintenance and support service and frequently with professional services.
SaaS Subscriptions
For multiple element arrangements involving SaaS subscriptions that include professional services in addition to the subscription to our platform, we evaluate each element to determine whether it represents a separate unit of accounting. Because there are third-party vendors who routinely sell and provide the same professionaltransferring services to our customers, includes both fixed and variable components. The variable components of our professional services are deemedcontracts, which have been nominal to have standalonedate, include performance penalties, extended payment terms or implied price concessions, and warranty refunds. If necessary, we estimate these components using the expected value apart from the SaaS subscription. Additionally, we offer both SaaS subscriptions and professional services on a standalone basis. Professional services revenue is therefore accounted for separately from subscription fees and recognizedmethod, which estimates variable consideration as the professional servicessum of probability-weighted amounts in a range of possible consideration amounts. We believe this method is the most appropriate to utilize because our variable components could vary by contract, leading to multiple potential outcomes.

Our variable consideration estimates are performed. We allocate revenuesubject to subsequent true-up adjustments which may result in changes to transaction prices, but such true-up adjustments are not expected to be material. Variable consideration is also included in the transaction price only to the elements based onextent it is probable a significant reversal will not occur. Factors considered when determining to incorporate variable consideration in the sellingtransaction price hierarchy using vendor-specific objective evidence, or VSOE, of selling price, third-party evidence, or TPE, of selling price, or if neither exists, best estimated selling price, or BESP. In cases where we do not have VSOE or TPE of the elements of our arrangements, we use BESP to allocate revenue. We determine BESP for a service by considering multiple factors including,include, but are not limited to, evaluatingwhether the weighted averagevariable consideration is highly susceptible to factors outside of actual sales prices and other factors such as gross margin objectives, pricingthe company's influence, the length of time the uncertainty surrounding reversal is expected to last, our experience levels with similar types of contracts, our historical practices and growth strategy. Pricing practices taken into consideration include historic contractually stated prices, volume discounts where applicable and our price lists. While we believe we can make reliable estimates regarding these matters, these estimates are inherently subjective. Once the revenue is allocated to these elements, revenue is recognized as such services are provided.
Term License Subscriptions
For multiple element arrangements involving term license subscriptions, maintenance and support and professional services, we do not have VSOE of fair value for the maintenance and support. Our term license subscriptions are generally not sold on a standalone basis, and therefore, we have not established VSOE of fair value for the subscriptions. Consequently, for our bundled arrangements that include certain professional services, there are two undelivered elements for which VSOE of fair value has not been established and, therefore, we utilize the combined services approach and defer all revenue until the software has been deliveredsimilar contracts in similar circumstances, and the provisionnumber and range of all services has commenced. We then recognize the entire feepossible consideration amounts. The amount of variable consideration excluded from the arrangement ratably over the remaining period of the arrangement, assuming all other software revenue recognition criteria have been met.
Deferred Commissions
Deferred commissions are the incremental costs that are directly associated with subscription agreements with customers and consist of sales commissions paid to our direct sales force. Commissions are considered direct and incremental and as such


are deferred and amortized over the terms of the related customer contracts consistent with the related revenue. As of December 31, 2017 and 2016, we had total deferred commissions of $21.5 million and $18.0 million, respectively. Commission expense was $11.8 million, $6.5 million and $4.6 milliontransaction price for the years ended December 31, 2017, 20162021, 2020, and 2015, respectively.2019 was insignificant.

Allocating the Transaction Price Based on Standalone Selling Prices

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We allocate the transaction price to each performance obligation in a contract based on its relative standalone selling price, or SSP. The SSP is the observable price at which we sell the product or service separately. In the absence of observable pricing, we estimate SSP using the residual approach. We establish SSP as follows:

1.SaaS subscriptions - Given the highly variable selling price of our SaaS subscriptions, we establish the SSP of our SaaS subscriptions using a residual approach after first determining the SSP of consulting and training services.
2.Term license subscriptions - Given the highly variable selling price of our term license subscriptions, we have established the SSP of term license subscriptions using a residual approach after first determining the SSP of maintenance and support. Maintenance and support is sold on a standalone basis with renewals of our legacy perpetual software licenses and within a narrow range of the net license fee, resulting in a defined economic relationship existing between the license and maintenance and support.
3.Maintenance and support - We establish the SSP of maintenance and support as a percentage of the stated net subscription fee based on observable pricing of maintenance and support renewals from our legacy perpetual software licenses.
4.Consulting services and training services - The SSP of consulting services and training services is established based on the observable pricing of standalone sales within each geographic region where the services are sold.

Stock-Based Compensation

We measure and recognize compensation expense for all instrument types, including stock options, awards with market conditions, and restricted stock units, or RSUs, based on the estimated fair value of the award on the grant date. The methods for determining fair value is recognized as expense overvary by instrument type.

Options

For the requisite service period, which is generally the vesting periodvast majority of the respective award, on a straight-line basis when the only condition to vesting is continued service. For performance-based awards, stock-based compensation expense is recognizedour stock options, we estimate fair value using the accelerated attribution method, based onBlack-Scholes Option Pricing Model. For the probabilityoption to purchase 700,000 shares of satisfying the performance condition. For awards that contain market conditions, compensation expense is measuredour Class A common stock granted to our Chief Executive Officer in May 2019, we estimated fair value using a Monte Carlo simulation model and recognized usingbecause the accelerated attribution method over the derived service period based on the expectedaward contains a market performance as of the grant date. We account for forfeitures as they occur, rather than estimating expected forfeitures.
We estimate the fair value of stock options using the Black-Scholes option pricing model, which requirescondition. Both valuation methods require the use of subjective assumptions, including but not limited to, the following:

1.The expected term of the option the current price of the underlying stock, the expected stock price volatility, expected dividend yield and the risk-free interest rate for the expected term of the option.- The expected term represents the period of time the stock options are expected to be outstanding. Due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected term of the stock options, we use the simplified method to estimate the expected term for its stock options.term. Under the simplified method, the expected term of an option is presumed to be the mid-point between the vesting date and the end of the contractual term.
2.Current trading price - The current price of our stock is based on the closing market price of our Class A common stock as quoted on the Nasdaq Global Market on the date of grant.
3.The expected stock price volatility - Expected volatility is based on the historical volatilities forof our publicly traded stock as well as the publicly traded stock of comparable companies within our industry over the estimated expected term of the stock options. Expected volatility is sensitive to market- and company-specific conditions which may cause our stock price or the stock prices of our peers to fluctuate. Furthermore, expected volatility can be impacted by the companies we select as peers for inclusion in the analysis.
4.Expected dividend yield - We assume no dividend yield because dividends on our common stock are not expected to be paid in the near future, which is consistent with our history of not paying dividends on our common stock.
5.The risk-free interest rate - We utilize the yields of U.S. government securities, typically U.S. Treasury bonds, that have maturities commensurate with the expected term of the options.

RSUs

The fair value of RSUs is based on the closing market price of our Class A common stock as quoted on the Nasdaq Global Market on the date of grant.

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We will continue to use judgment in evaluating the assumptions related to our stock-based compensation on a prospective basis. As we continue to accumulate additional data related to our common stock, we may have refinements to our estimates, which could materially impact our future stock-based compensation expense.
Prior to our IPO in May 2017, we were a private company with no active public market for our common stock. Therefore, in response to Section 409A of the Internal Revenue Code of 1986, as amended, related regulations issued by the Internal Revenue Service and accounting standards related to stock-based compensation, we periodically determined for financial reporting purposes the estimated per share fair value of our common stock at various dates using contemporaneous valuations performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants Practice Aid, “Valuation of Privately-Held Company Equity Securities Issued as Compensation.”
Following our IPO, we established a policy of using the closing sale price per share of our Class A common stock as quoted on the Nasdaq Global Market on the date of grant for purposes of determining the exercise price per share of our options to purchase common stock.
Income Taxes
We use the asset and liability method of accounting for income taxes in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed. We recognize the effect onestablish a valuation allowance against our deferred tax assets and liabilities of a change in tax rates as income and expense into the period that includes the enactment date. A valuation allowance is established ifextent it is more likely than not that allsome or a portionall of the deferred tax assetassets will not be realized. This requires us to make judgments and estimates regarding future reversals of existing taxable temporary differences, future taxable income, and the impact of tax planning strategies.

Our tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. We recognize the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority. We measure the tax benefit recognized as the largest amount of benefit which is more likely than not to be realized upon settlement with the taxing authority. We recognize penaltiesThis determination involves significant judgment in estimating the impact of uncertainties in the application of GAAP and interest related to unrecognizedcomplex tax benefits as income tax expense.laws.



We calculate the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years and record adjustments based on filed income tax returns when identified. The amount of income taxes paid is subject to examination by U.S. federal, state, and foreign tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to our assessment of relevant risks, facts, and circumstances existing at that time. To the extent the assessment of such tax position changes, we record the change in estimate in the period in which we make that determination.
On December 22, 2017,
Business Combinations

We account for business combinations using the TCJA was enacted, substantially changing the U.S. federal tax system. Notable provisionsacquisition method of accounting as of the TCJA includebusiness combination date. Under this method, we allocate the reductionfair value of purchase consideration to identifiable tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the corporate tax ratefair value of purchase consideration over the fair values of these identifiable assets and liabilities is allocated to goodwill. Determining the fair value of assets acquired and liabilities assumed requires us to use significant estimates and assumptions that may vary between transactions. Examples include, but are not limited to:

Selection of valuation methodologies;
Estimated fair values of intangible assets and liabilities;
Estimated fair values of contractual obligations assumed from 35%the acquiree under existing contractual obligations at the date of acquisition;
Estimated fair value of pre-acquisition contingent considerations;
Future expected cash flows from subscription and support contracts, professional services contracts, other customer contracts and acquired developed technologies and patents;
Discount rates;
Fair value of any assumed equity awards; and
Estimated fair value of any trade names and non-compete agreements.

While we use our best estimates and assumptions to 21% beginningdetermine the fair values of assets acquired and liabilities assumed at the date of acquisition, our estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the measurement period, which can be up to one year from the acquisition date, these estimates may be refined, as necessary, and we may record adjustments to the fair value of tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or the final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.
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Impairment of Goodwill and Long-Lived Assets

We review goodwill, long-lived assets, and certain intangible assets for impairment at least annually and whenever events or changes in 2018,circumstances indicate the impositioncarrying value of an asset may not be recoverable.

Goodwill

With respect to our goodwill impairment assessment, we first perform a qualitative assessment, which requires us to consider events or circumstances including but not limited to, macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers, litigation, changes in the composition or carrying amount of a one-time transition tax on unremitted cumulative non-U.S. earningsreporting unit’s net assets, and changes in our stock price.

The events and factors listed above are examples and not all-inclusive. None of foreign subsidiaries,these events or circumstances by themselves would indicate it is more likely than not that goodwill associated with a reporting unit is impaired. As part of our analysis, we also weigh any positive or mitigating factors identified and holistically evaluate all events since the implementationmost recent quantitative impairment test to determine whether it is more likely than not the goodwill associated with the reporting unit is impaired. If, after assessing the totality of events or circumstances, we determine it is more likely than not the fair value of a territorial tax system. Whilereporting unit is greater than the changes fromcarrying amount, then the TCJA are generally effective beginningquantitative goodwill impairment test is not performed.

Because we operate under one reporting unit, the fair value of our reporting unit is based on our enterprise value. Additionally, because our enterprise value is significantly in 2018, U.S. GAAP accounting for income taxes requiresexcess of carrying value, any sensitivity in the effectunderlying assumptions and estimates is not likely to trigger an impairment. No indicators of a change in tax laws or rates to be recognized in income from continuing operationsgoodwill impairment were identified for the period that includesyears ended December 31, 2021 and 2020.

Long-Lived Assets

Our long-lived assets, excluding goodwill, consist of property, leasehold improvements, hardware, software, equipment, and intangible assets. Such assets are reviewed for impairment at least annually or more frequently whenever events or changes in circumstances indicate the enactment date. Duecarrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the complexities involved in accountingfuture undiscounted cash flows the assets are expected to generate. If such review indicates the carrying amount of our long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. There were no indicators of impairment of our long-lived assets noted for the enactment of the TCJA, SAB No. 118 allows us to record provisional amounts in earnings for the year endingyears ended December 31, 2017. Where reasonable estimates can be made, the provisional accounting should be based on such estimates. When no reasonable estimate can be made, the provisional accounting may be based on the tax law in effect before the TCJA. We are required to complete our tax accounting for the TCJA in the period when it has obtained, prepared,2021, 2020, and analyzed the information to complete the income tax accounting.2019.
We have not completed our accounting for the tax effects of enactment of the TCJA; however, we have made reasonable estimates of the effects of the TCJA on our financial statements which are included as a component of income tax expense.
Recent Accounting Pronouncements

See Note 2 of our consolidated financial statements for information related to recently issued accounting standards.
JOBS Act Transition Period
In April 2012, the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates.

Interest Rate Risk

We had cash and cash equivalents of $73.8$100.8 million as of December 31, 2017,2021, which consisted of investments in a money market fund, cash in readily available checking accounts, and overnight repurchase investments. These securities, which are not dependent on interest rate fluctuations that may cause principal amounts to fluctuate, are held for reinvestment and working capital purchases or, in the principal amountcase of these assetsrestricted cash, to fluctuate.settle an escrow liability established pursuant to a business combination.

In addition, as of December 31, 2021, we held $67.2 million of fixed income securities such as U.S. treasury bonds, commercial paper, corporate bonds, and asset-backed securities. These securities are subject to market risk due to fluctuations
69


in interest rates, which may affect our interest income and the fair value of our investments. We classify investments as available-for-sale, including those with stated maturities beyond 12 months. As such, no gains or losses due to changes in interest rates are recognized in our consolidated statements of operations unless such securities are sold prior to maturity or due to expected credit losses. A hypothetical 100 basis point change in interest rates would not have had a material effect on the fair market value of our investment portfolio as of December 31, 2021. To date, fluctuations in interest income have also not been significant. Our investments are made for the purpose of preserving capital, fulfilling liquidity needs, and maximizing total return. We do not enter into investments for trading or speculative purposes.

At December 31, 2017,2021, we had no outstanding borrowings.

Inflation Risk

We do not believe inflation has had a material effect on our business, financial condition, or results of operations. If our costs become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition, and results of operations.

Foreign Currency Exchange Risk

Our reporting currency is the U.S. dollar. Due to our international operations, we have foreign currency risks related to revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the British Pound Sterling,pound sterling, Euro, Australian Dollardollar, and Swiss Franc.franc. Our sales contracts are primarily denominated in the local currency of the customer making the purchase. In addition, a portionportions of operating expenses are incurred outside the United States and are denominated in foreign currencies. Decreases in the relative value of the U.S. dollar to other currencies may negatively affect revenue and other


operating results as expressed in U.S. dollars. We do not believe that an immediate 10% increase or decrease in the relative value of the U.S. dollar to other currencies would have a material effect on operating results.

We have experienced, and will continue to experience, fluctuations in net loss as a result of transaction gains or losses related to remeasuring certain current asset and current liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future.



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Item 8. Financial Statements and Supplementary Data.Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements:Page



71


Report of Independent Registered Public Accounting Firm

The Board of Directors and StockholdersShareholders
Appian Corporation
Reston,McLean, Virginia

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Appian Corporation and its subsidiaries (the “Company”) as of December 31, 20172021 and 2016,2020, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, (deficit), and cash flows for each of the three years in the period ended December 31, 2017,2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company and subsidiaries at December 31, 20172021 and 2016,2020, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 2017,2021, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated February 17, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition for Multiple Performance Obligations

As discussed in Note 3 to the consolidated financial statements, certain of the Company's revenue contracts contain multiple performance obligations that might include Software as a Service (“SaaS”) subscriptions, term license subscriptions, maintenance and support and professional services. The Company accounts for individual products and services separately if they are capable of being distinct and are distinct within the context of the contract. In such cases, the transaction price is allocated to the distinct performance obligations based on their relative standalone selling price or residual approach and revenue is recognized when control of the distinct performance obligation is transferred.
72



We identified the identification of distinct performance obligations and the determination of standalone selling prices as a critical audit matter. Auditing these elements of revenue recognition was especially challenging due to the significant judgment involved in assessing the completeness of the distinct performance obligations in arrangements containing multiple performance obligations. In addition, the evaluation of the reasonableness of the range of prices used to establish the standalone selling price for maintenance and support and professional services was complex, which directly affects the amount of SaaS and term license subscriptions revenue recognized using the residual approach.

The primary procedures we performed to address this critical audit matter included:

Testing the design and operating effectiveness of internal controls over the Company's revenue recognition process including controls over: (i) the identification of distinct performance obligations, and (ii) the determination of standalone selling prices for the distinct performance obligations.
Testing a sample of revenue contracts and underlying order documents to evaluate management’s identification of distinct performance obligations.
Evaluating the reasonableness of management’s analysis supporting the standalone selling prices by tracing, on a sample basis, revenue transactions to the underlying source documents and recalculating the mathematical accuracy of the analysis.

/s/ BDO USA, LLP

We have served as the Company's auditor since 20132013.

McLean, Virginia
February 23, 201817, 2022

73





Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Appian Corporation
McLean, Virginia

Opinion on Internal Control over Financial Reporting

We have audited Appian Corporation’s (the “Company’s”) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 17, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

As indicated in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Lana Labs GmbH (“Lana Labs”), which was acquired on August 11, 2021, and which is included in the consolidated balance sheet of the Company as of December 31, 2021, and the related consolidated statement of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for the year then ended. Lana Labs constituted 6% of total assets as of December 31, 2021, and 0.1% of revenues for the year then ended. Management did not assess the effectiveness of internal control over financial reporting of Lana Labs because of the timing of the acquisition which was completed on August 11, 2021. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Lana Labs.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made
74


only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, LLP

McLean, Virginia
February 17, 2022


75


APPIAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
 As of
December 31,
2017
 As of
December 31,
2016
 
  
Assets   
Current assets   
Cash and cash equivalents$73,758
 $31,143
Accounts receivable, net of allowance of $40055,315
 46,814
Deferred commissions, current9,117
 7,146
Prepaid expenses and other current assets7,032
 3,281
Total current assets145,222
 88,384
Property and equipment, net2,663
 3,101
Deferred commissions, net of current portion12,376
 10,860
Deferred tax assets281
 12
Other assets510
 381
Total assets$161,052
 $102,738
Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit)   
Current liabilities   
Accounts payable$5,226
 $5,057
Accrued expenses6,467
 2,860
Accrued compensation and related benefits12,075
 9,554
Deferred revenue, current70,165
 52,000
Current portion of long-term debt
 6,111
Other current liabilities1,182
 437
Total current liabilities95,115
 76,019
Long-term debt, net of current portion
 13,889
Deferred tax liabilities87
 32
Deferred revenue, net of current portion18,922
 18,108
Preferred stock warrant liability
 850
Other long-term liabilities1,404
 1,917
Total liabilities115,528
 110,815
Convertible preferred stock   
Series A convertible preferred stock—par value $0.0001; no shares authorized, issued or outstanding as of December 31, 2017; 12,127,468 shares authorized and 12,043,108 shares issued and outstanding as of December 31, 2016
 17,915
Series B convertible preferred stock—par value $0.0001; no shares authorized, issued or outstanding as of December 31, 2017; 6,120,050 shares authorized, issued and outstanding as of December 31, 2016
 37,500
Stockholders’ equity (deficit)   
Common stock—par value $0.0001; no shares authorized, issued or outstanding as of December 31, 2017; 61,462,320 shares authorized and 34,274,718 shares issued and outstanding as of December 31, 2016
 3
Class A common stock—par value $0.0001; 500,000,000 shares authorized and 13,030,081 shares issued and outstanding as of December 31, 2017; no shares authorized, issued or outstanding as of December 31, 20161
 
Class B common stock—par value $0.0001; 100,000,000 shares authorized and 47,569,796 shares issued and outstanding as of December 31, 2017; no shares authorized, issued or outstanding as of December 31, 20165
 
Additional paid-in capital141,268
 
Accumulated other comprehensive income439
 1,330
Accumulated deficit(96,189) (64,825)
Total stockholders’ equity (deficit)45,524
 (63,492)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)$161,052
 $102,738
As of December 31,
20212020
Assets
Current assets
Cash and cash equivalents$100,796 $112,462 
Short-term investments and marketable securities55,179 109,826 
Accounts receivable, net of allowance of $1,400 as of each of December 31, 2021 and December 31, 2020130,049 97,278 
Deferred commissions, current24,668 17,899 
Prepaid expenses and other current assets26,781 27,955 
Restricted cash, current791 — 
Total current assets338,264 365,420 
Property and equipment, net36,913 35,404 
Long-term investments12,044 36,120 
Goodwill27,795 4,862 
Intangible assets, net of accumulated amortization of $1,260 and $429 as of December 31, 2021 and December 31, 2020, respectively7,144 1,744 
Operating right-of-use assets27,897 30,659 
Deferred commissions, net of current portion49,017 34,198 
Deferred tax assets1,025 489 
Restricted cash, net of current portion2,373 — 
Other assets2,047 3,625 
Total assets$504,519 $512,521 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable$5,766 $2,967 
Accrued expenses15,483 5,821 
Accrued compensation and related benefits35,126 22,981 
Deferred revenue, current150,169 116,256 
Operating lease liabilities, current8,110 6,923 
Other current liabilities1,067 940 
Total current liabilities215,721 155,888 
Operating lease liabilities, net of current portion48,784 51,194 
Deferred revenue, net of current portion2,430 3,886 
Deferred tax liabilities209 70 
Other non-current liabilities3,458 4,878 
Total liabilities270,602 215,916 
Commitments and contingent liabilities (see Note 4 and Note 14)00
Stockholders’ equity
Class A common stock—par value $0.0001; 500,000,000 shares authorized and 39,964,298 shares issued and outstanding as of December 31, 2021; 500,000,000 shares authorized and 38,971,324 shares issued and outstanding as of December 31, 2020
Class B common stock—par value $0.0001; 100,000,000 shares authorized and 31,497,796 shares issued and outstanding as of December 31, 2021; 100,000,000 shares authorized and 31,707,866 shares issued and outstanding as of December 31, 2020
Additional paid-in capital497,128 470,498 
Accumulated other comprehensive loss(5,687)(5,010)
Accumulated deficit(257,531)(168,890)
Total stockholders’ equity233,917 296,605 
Total liabilities and stockholders’ equity$504,519 $512,521 
The accompanying notes are an integral part of these consolidated financial statements.

76



APPIAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
Year Ended December 31,
Year Ended December 31,202120202019
2017 2016 2015
Revenue:     
Subscriptions, software and support$91,514
 $69,972
 $53,207
RevenueRevenue
SubscriptionsSubscriptions$263,738 $198,710 $151,299 
Professional services85,223
 62,951
 57,997
Professional services105,521 105,863 109,053 
Total revenue176,737
 132,923
 111,204
Total revenue369,259 304,573 260,352 
Cost of revenue:     
Subscriptions, software and support9,379
 7,437
 6,079
Cost of revenueCost of revenue
SubscriptionsSubscriptions27,330 20,826 17,098 
Professional services55,218
 42,686
 42,402
Professional services76,763 67,940 76,743 
Total cost of revenue64,597
 50,123
 48,481
Total cost of revenue104,093 88,766 93,841 
Gross profit112,140
 82,800
 62,723
Gross profit265,166 215,807 166,511 
Operating expenses:     
Operating expensesOperating expenses
Sales and marketing81,966
 54,137
 38,300
Sales and marketing167,852 130,316 117,440 
Research and development34,835
 22,994
 16,750
Research and development97,517 70,241 58,043 
General and administrative27,150
 17,039
 12,515
General and administrative83,704 53,152 41,496 
Total operating expenses143,951
 94,170
 67,565
Total operating expenses349,073 253,709 216,979 
Operating loss(31,811) (11,370) (4,842)Operating loss(83,907)(37,902)(50,468)
Other (income) expense:     
Other (income) expense, net(2,038) 1,792
 1,579
Other expense (income)Other expense (income)
Other expense (income), netOther expense (income), net3,584 (5,786)(941)
Interest expense473
 982
 188
Interest expense372 478 367 
Total other (income) expense(1,565) 2,774
 1,767
Net loss before income taxes(30,246) (14,144) (6,609)
Income tax expense (benefit)761
 (1,683) 378
Total other expense (income)Total other expense (income)3,956 (5,308)(574)
Loss before income taxesLoss before income taxes(87,863)(32,594)(49,894)
Income tax expenseIncome tax expense778 883 820 
Net loss(31,007) (12,461) (6,987)Net loss$(88,641)$(33,477)$(50,714)
Accretion of dividends on convertible preferred stock357
 857
 861
Net loss attributable to common stockholders$(31,364) $(13,318) $(7,848)
Net loss per share attributable to common stockholders: 
  
  
Net loss per share:Net loss per share:
Basic and diluted$(0.63) $(0.39) $(0.23)Basic and diluted$(1.25)$(0.48)$(0.77)
Weighted average common shares outstanding: 
  
  
Weighted average common shares outstanding:
Basic and diluted49,529,833
 34,274,718
 34,274,718
Basic and diluted71,036,490 69,050,565 65,479,327 
The accompanying notes are an integral part of these consolidated financial statements.








77


APPIAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
Year Ended December 31,
202120202019
Net loss$(88,641)$(33,477)$(50,714)
Comprehensive loss, net of income taxes
Foreign currency translation adjustment(677)(4,703)(827)
Unrealized losses on available-for-sale securities— (22)— 
Total other comprehensive loss, net of income taxes$(89,318)$(38,202)$(51,541)
 Year Ended December 31,
 2017 2016 2015
Net loss$(31,007) $(12,461) $(6,987)
Comprehensive loss, net of income taxes:     
Foreign currency translation adjustment(891) 359
 159
Total other comprehensive loss, net of income taxes$(31,898) $(12,102) $(6,828)
The accompanying notes are an integral part of these consolidated financial statements.


78


APPIAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’STOCKHOLDERS' EQUITY (DEFICIT)
(in thousands, except share data)
Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Accumulated DeficitTotal Stockholders' Equity
SharesAmount
Balance December 31, 201863,916,437 $$218,284 $542 $(145,640)$73,192 
Cumulative-effect adjustment for the adoption of ASC 606— — — — 60,941 60,941 
Net loss— — — — (50,714)(50,714)
Issuance of common stock from public offering, net of issuance costs1,825,000 — 101,303 — — 101,303 
Issuance of common stock to directors10,654 — — — — — 
Vesting of restricted stock units521,460 — — — — — 
Exercise of stock options1,194,471 — 4,899 — — 4,899 
Stock-based compensation expense— — 16,443 — — 16,443 
Other comprehensive loss— — — (827)— (827)
Balance December 31, 201967,468,022 340,929 (285)(135,413)205,237 
Net loss— — — — (33,477)(33,477)
Issuance of common stock from public offering, net of issuance costs1,931,206 107,914 — — 107,915 
Issuance of common stock to directors7,942 — — — — — 
Vesting of restricted stock units270,609 — — — — — 
Exercise of stock options1,001,411 — 6,376 — — 6,376 
Stock-based compensation expense— — 15,279 — — 15,279 
Other comprehensive loss— — — (4,725)— (4,725)
Balance December 31, 202070,679,190 470,498 (5,010)(168,890)296,605 
Net loss— — — — (88,641)(88,641)
Issuance of common stock to directors4,950 — — — — — 
Vesting of restricted stock units354,130 — — — — — 
Exercise of stock options423,824 — 2,786 — — 2,786 
Stock-based compensation expense— — 23,844 — — 23,844 
Other comprehensive loss— — — (677)— (677)
Balance December 31, 202171,462,094 $$497,128 $(5,687)$(257,531)$233,917 
       Accumulated Other Comprehensive Income (Loss)   Total Stockholders' Equity (Deficit)
 Common Stock 
Additional
Paid-In Capital
  Accumulated Deficit 
 Shares Amount    
Balance, January 1, 201534,274,718
 $3
 $
 $812
 $(43,659) $(42,844)
Net loss
 
 
 
 (6,987) (6,987)
Accretion of dividends on convertible preferred stock
 
 
 
 (861) (861)
Other comprehensive income
 
 
 159
 
 159
Balance, December 31, 201534,274,718
 3
 
 971
 (51,507) (50,533)
Net loss
 
 
 
 (12,461) (12,461)
Accretion of dividends on convertible preferred stock
 
 
 
 (857) (857)
Other comprehensive income
 
 
 359
 
 359
Balance, December 31, 201634,274,718
 3
 
 1,330
 (64,825) (63,492)
Net loss
 
 
 
 (31,007) (31,007)
Accretion of dividends on convertible preferred stock
 
 
 
 (357) (357)
Conversion of convertible preferred stock to common stock18,163,158
 2
 48,205
 
 
 48,207
Conversion of convertible preferred stock warrant to common stock warrant
 
 1,191
 
 
 1,191
Issuance of common stock from initial public offering, net of issuance costs7,187,500
 1
 77,788
 
 
 77,789
Exercise of common stock warrant79,363
 
 
 
 
 
Issuance of common stock to directors14,087
 
 
 
 
 
Vesting of restricted stock units4,930
 
 
 
 
 
Exercise of stock options876,121
 
 1,108
 
 
 1,108
Stock-based compensation expense
 
 12,976
 
 
 12,976
Other comprehensive loss
 
 
 (891) 
 (891)
Balance, December 31, 201760,599,877
 $6
 $141,268
 $439
 $(96,189) $45,524
The accompanying notes are an integral part of these consolidated financial statements.





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APPIAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,Year Ended December 31,
2017 2016 2015202120202019
Cash flows from operating activities:     Cash flows from operating activities:
Net loss$(31,007) $(12,461) $(6,987)Net loss$(88,641)$(33,477)$(50,714)
Adjustments to reconcile net loss to net cash used in operating activities:     Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization886
 764
 763
Depreciation and amortization5,743 5,851 4,742 
Bad debt expense62
 7
 (22)Bad debt expense410 984 99 
Loss on disposal of property and equipmentLoss on disposal of property and equipment79 22 146 
Change in fair value of available-for-sale securitiesChange in fair value of available-for-sale securities— 22 — 
Deferred income taxes(251) (1,122) (291)Deferred income taxes(498)(184)(334)
Stock-based compensation12,976
 
  Stock-based compensation23,844 15,279 16,443 
Fair value adjustment for warrant liability341
 200
 299
Loss on extinguishment of debt384
 
 
Changes in assets and liabilities:     
Changes in assets and liabilities:
Accounts receivable(9,716) (11,154) (6,639)Accounts receivable(33,904)(33,559)7,432 
Prepaid expenses and other assets(4,162) (1,665) (988)Prepaid expenses and other assets2,094 3,740 8,972 
Deferred commissions(3,487) (5,335) (3,965)Deferred commissions(21,588)(8,575)(9,319)
Accounts payable and accrued expenses4,128
 1,287
 1,058
Accounts payable and accrued expenses11,467 (4,238)(4,039)
Accrued compensation and related benefits2,365
 3,717
 (968)Accrued compensation and related benefits12,598 11,801 (3,072)
Other current liabilities383
 19
 (251)
Other liabilitiesOther liabilities(444)3,681 1,318 
Deferred revenue18,344
 17,410
 15,490
Deferred revenue33,378 27,626 12,573 
Other long-term liabilities(374) 577
 356
Operating lease assets and liabilitiesOperating lease assets and liabilities1,544 3,407 6,827 
Net cash used in operating activities(9,128) (7,756) (2,145)Net cash used in operating activities(53,918)(7,620)(8,926)
Cash flows from investing activities:     
Cash flows from investing activities:
Purchases of investmentsPurchases of investments(41,870)(145,968)— 
Payments for acquisitions, net of cash acquiredPayments for acquisitions, net of cash acquired(30,729)(6,138)— 
Proceeds from investmentsProceeds from investments120,593 — — 
Purchases of property and equipment(433) (984) (524)Purchases of property and equipment(6,058)(1,251)(32,421)
Net cash used in investing activities(433) (984) (524)
Net cash provided by (used in) investing activitiesNet cash provided by (used in) investing activities41,936 (153,357)(32,421)
Cash flows from financing activities:     
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriting discounts80,213
 
 
Payment of initial public offering costs(2,424) 
 
Payment of dividend to Series A preferred stockholders(7,565) 
 
Principal payments on finance leasesPrincipal payments on finance leases— (3,822)(653)
Proceeds from public offerings, net of underwriting discountsProceeds from public offerings, net of underwriting discounts— 108,260 101,653 
Payments of costs related to public offeringsPayments of costs related to public offerings— (346)(350)
Proceeds from exercise of common stock options1,108
 
 
Proceeds from exercise of common stock options2,786 6,376 4,899 
Proceeds from issuance of long-term debt, net of debt issuance costs19,616
 20,000
 10,000
Repayment of long-term debt(40,000) (10,000) 
Net cash provided by financing activities50,948
 10,000
 10,000
Net cash provided by financing activities2,786 110,468 105,549 
Effect of foreign exchange rate changes on cash and cash equivalents1,228
 (1,510) (930)
Net increase (decrease) in cash and cash equivalents42,615
 (250) 6,401
Cash and cash equivalents, beginning of period31,143
 31,393
 24,992
Cash and cash equivalents, end of period$73,758
 $31,143
 $31,393
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cashEffect of foreign exchange rate changes on cash, cash equivalents, and restricted cash694 3,216 623 
Net (decrease) increase in cash, cash equivalents, and restricted cashNet (decrease) increase in cash, cash equivalents, and restricted cash(8,502)(47,293)64,825 
Cash, cash equivalents, and restricted cash at beginning of periodCash, cash equivalents, and restricted cash at beginning of period112,462 159,755 94,930 
Cash, cash equivalents, and restricted cash at end of periodCash, cash equivalents, and restricted cash at end of period$103,960 $112,462 $159,755 
Supplemental disclosure of cash flow information:     
Supplemental disclosure of cash flow information:
Cash paid for interest$515
 $895
 $193
Cash paid for interest$323 $165 $331 
Cash paid for income taxes$615
 $610
 $1,055
Cash paid for income taxes$1,505 $1,182 $356 
Supplemental disclosure of non-cash financing activities:     
Conversion of convertible preferred stock to common stock$48,207
 $
 $
Conversion of convertible preferred stock warrant to common stock warrant$1,191
 $
 $
Accretion of dividends on convertible preferred stock$357
 $857
 $861
Supplemental disclosure of non-cash investing and financing information:Supplemental disclosure of non-cash investing and financing information:
Accrued capital expendituresAccrued capital expenditures$379 $— $— 
Finance lease obligations to acquire new office furniture and fixtures and computer hardwareFinance lease obligations to acquire new office furniture and fixtures and computer hardware$— $— $4,475 
The accompanying notes are an integral part of these consolidated financial statements.

80

APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.Organization and Description of Business
1. Organization and Description of Business

Appian Corporation (together with its subsidiaries, “Appian,” the “Company,” “we”“we,” or “our”) provides a leading low-code software development platform that enablesaccelerates the creation of high-impact business applications and workflows, enabling our customers to automate the most important aspects of their business. The Appian Low-Code Platform unifies the key capabilities needed to get work done faster: Process Mining + Workflow + Automation. Since 1999, industry leaders have trusted Appian and our open, enterprise-grade platform. Global organizations use our applications to rapidly develop powerfulimprove customer experience, achieve operational excellence, and unique applications. The applications created on our platform help companies drive digital transformationsimplify global risk management and competitive differentiation. compliance.

We were incorporated in the state of Delaware in August 1999. We are headquartered in Reston,McLean, Virginia and have officesoperate in Canada, Switzerland, the United Kingdom, France, Germany, the Netherlands, Italy, Australia, Spain, Singapore, Sweden, and Australia.Japan.


2.Significant Accounting Policies
2. Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (the “Codification” or “ASC”(“ASC”).

We adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC
606”), the new revenue recognition guidance, on January 1, 2019 using the modified retrospective method. Under this method
of adoption, we recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening
balance of accumulated deficit and applied the new standard only to contracts that were not completed prior to January 1, 2019.
For fiscal years 2018 and prior, revenue was recognized under ASC Topic 605, Revenue Recognition (“ASC 605”).

Use of Estimates

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the amounts reported in these consolidated financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making these estimates, actual results reported in future periods could differ from those estimates.

Significant estimates embedded in the consolidated financial statements include revenue recognition, income taxes and the related valuation allowance, the valuation of goodwill and intangible assets, leases, costs to obtain a contract with a customer, the valuation of financial instruments, and stock-based compensationcompensation.

The ongoing outbreak of the novel coronavirus disease (“COVID-19”) has resulted in the declaration of a global pandemic and fairintroduced a level of disruption and uncertainty into the financial markets and global economy. While we continue to monitor the developments surrounding the pandemic, as of the date of issuance of these financial statements, we are not aware of any specific events or circumstances that would require us to update our estimates, assumptions, and judgments or revise the carrying value measurements forof our common stockassets or liabilities. We cannot estimate the impacts COVID-19 may have on our business going forward as such impacts will be largely dependent upon a number of factors outside of our control including the extent and preferred stock warrant.duration of the outbreak as well as any mitigating actions which may be undertaken by global governments and the general public.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Appian and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Initial
Public OfferingOfferings
In May 2017, we completed an initial public offering, or IPO, in which we sold 7,187,500 shares of our newly-authorized Class A common stock at an initial price to the public of $12.00 per share.  We received net proceeds of $77.8 million, after deducting underwriting discounts and commissions and offering expenses paid and payable by us, from sales of our shares in the IPO.  Immediately prior to the completion of the IPO, (1) all shares of common stock then outstanding were converted into Class B common stock on a one-for-one basis, (2) a warrant to purchase shares of convertible preferred stock was converted into a warrant to purchase shares of Class B common stock and (3) all shares of convertible preferred stock then outstanding were converted into shares of our common stock on a one-for-one basis, and then reclassified as shares of Class B common stock.  See Note 8 for further discussion of the convertible preferred stock and Note 9 for further discussion of the warrant.
Deferred offering costs of $2.4 million, consisting of legal, accounting and other fees and costs related to our IPO, were recorded to additional paid-in capital as a reduction of the proceeds upon the closing of our IPO.
81
Secondary Offering
In November 2017, we completed a secondary offering in which stockholders sold an aggregate of 4,370,000 shares of our Class A common stock at a price of $20.25 per share. We did not receive any proceeds from the sale of the shares of our Class A common stock offered in the secondary offering.

APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



Revenue Recognition
In June 2020, we completed an underwritten public offering of 2,500,000 shares of our Class A common stock, of which 1,931,206 shares of Class A common stock were sold by us and 568,794 shares of Class A common stock were sold by existing stockholders. The underwriter purchased the shares from us and the selling stockholders at a price of $56.50 per share. Our net proceeds from the offering were $107.9 million, after deducting underwriting discounts and commissions and offering expenses. We generate revenue primarily through sales of subscriptions to our platform, as well as professional services. We recognize revenue when alldid not receive any of the following conditions are met: (1) there is persuasive evidence of an arrangement; (2) the service or product has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of related fees is reasonably assured. If collection is not reasonably assured, we defer revenue recognition until collectability becomes reasonably assured. Our arrangements do not contain general rights of return. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities.

Subscriptions, Software and Support Revenue
Subscriptions, software and support revenue is primarily related to (1) software as a service (“SaaS”) subscriptions bundled with maintenance and support and hosting services and (2) term license subscriptions bundled with maintenance and support. To a lesser extent, we also generate revenueproceeds from the sale of perpetual software licenses and associated maintenance and support.shares by the selling stockholders.
Historically,
In September 2019, we licensed our software primarily under perpetual licenses, but over time we transitioned from perpetual licenses to subscriptions. As a result, revenue from our perpetual software licenses was less than 1.0%completed an underwritten public offering of 2,329,000 shares of our total revenue for 2017Class A common stock, of which 1,825,000 shares of Class A common stock were sold by us and 2016, respectively,504,000 shares of Class A common stock were sold by existing stockholders. The underwriter purchased the shares from us and 1.9%the selling stockholders at a price of our total revenue in 2015.
$55.70 per share. Our net proceeds from the offering were $101.3 million, after deducting underwriting discounts and commissions and offering expenses. We generally charge subscription fees on a per-user basis. We bill customers and collect payment for subscriptions to our platform in advance on a monthly, quarterly or annual basis. In certain instances, we have had customers pay their entire contract up front.
SaaS Subscriptions
Our SaaS subscription revenue is derived from customers accessing our cloud offering pursuant to contracts that are generally one to five years in length. We perform all required maintenance and support for our cloud offering and we dodid not separately charge customers for hosting costs. In these arrangements, our customers do not have the right to take the software on-premises and, as a result, such arrangements are not accounted for within the scopereceive any of the software revenue guidance. Revenue from SaaS subscriptions is recognized ratably over the term of the subscription, beginning with the date our service is made available to our customer.
Term License Subscriptions
Our term license subscription revenue is derived from customers with on-premises installations of our platform pursuant to contracts that are generally one to five years in length. Customers with term license subscriptions have the right to use our software and receive maintenance and support. Since we do not sell maintenance and support separatelyproceeds from the subscription,sale of shares by the selling stockholders.

Revenue Recognition

Refer to Note 3 for a detailed discussion on specific revenue for the term license subscription and maintenance and support is recognized ratably over the term of the subscription, upon delivery of the platform to the customer when sold on a standalone basis.
Professional Services
Our professional services revenue is comprised of fees for consulting services, including application development and deployment assistance and trainingrecognition principles related to our platform. Our professional services are not essential to the functionality of our platform because the platform is ready for the customer’s use immediately upon delivery and is not modified or customized in any manner.major revenue streams.
Consulting services are billed under both time-and-material and fixed-fee arrangements. For standalone time-and-material contracts, we recognize revenue at contractually agreed upon billing rates applied to hours performed. For standalone fixed-fee contracts, we also recognize revenue as the work is performed using the proportional performance method of accounting. Training revenue is recognized when the associated training services are delivered. Training is also sold in the form of a subscription arrangement where a customer agrees to pay an annual fixed fee for a fixed number of users to have access to all of our training offerings during the year. Revenue from training subscription agreements is recognized ratably over the subscription period.
APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



We defer recognition of revenue from work performed on pending contract modifications until the period in which the modifications are accepted and funding is approved by the customer. Costs of work performed on pending contract modifications are expensed as incurred.
Multiple Element Arrangements
Our multiple element arrangements are from SaaS subscriptions and term license subscriptions that are generally sold in combination with maintenance and support service and frequently with professional services.
SaaS Subscriptions
For multiple element arrangements involving SaaS subscriptions that include professional services in addition to the subscription to our platform, we evaluate each element to determine whether it represents a separate unit of accounting. Because there are third-party vendors who routinely sell and provide the same professional services to our customers, our professional services are deemed to have standalone value apart from the SaaS subscription. Additionally, we offer both SaaS subscriptions and professional services on a standalone basis. Professional services revenue is therefore accounted for separately from subscription fees and recognized as the professional services are performed. We allocate revenue to the elements based on the selling price hierarchy using vendor-specific objective evidence (“VSOE”) of selling price, third-party evidence (“TPE”) of selling price, or if neither exists, best estimated selling price (“BESP”). In cases where we do not have VSOE or TPE of the elements of our arrangements, we use BESP to allocate revenue. We determine BESP for a service by considering multiple factors including, but not limited to, evaluating the weighted average of actual sales prices and other factors such as gross margin objectives, pricing practices and growth strategy. Pricing practices taken into consideration include historic contractually stated prices, volume discounts where applicable and our price lists. While we believe we can make reliable estimates regarding these matters, these estimates are inherently subjective. Once the revenue is allocated to these elements, revenue is recognized as such services are provided.
Term License Subscriptions
For multiple element arrangements involving term license subscriptions, maintenance and support and professional services, we do not have VSOE of fair value for the maintenance and support. Our term license subscriptions are generally not sold on a standalone basis, and therefore, we have not established VSOE of fair value for the subscriptions. Consequently, for our bundled arrangements that include certain professional services, there are two undelivered elements for which VSOE of fair value has not been established and, therefore, we utilize the combined services approach and defer all revenue until the software has been delivered and the provision of all services has commenced. We then recognize the entire fee from the arrangement ratably over the remaining period of the arrangement, assuming all other software revenue recognition criteria have been met.
Deferred Revenue
Deferred revenue primarily consists of amounts billed or billable in advance of revenue recognition from our subscriptions, software, and support and professional services described above. Deferred revenue is recognized as the revenue recognition criteria are met.
Cost of Revenue
Cost of
Subscriptions Software and Support Revenue

Cost of subscriptions software and support revenue consists primarily of fees paid to our third-party managed hosting providers and other third-party service providers, personnel costs includingsuch as payroll and benefits for our technology operations and customer support teams, and allocated facility costs and overhead.
Cost of
Professional Services Revenue

Cost of professional services revenue includes all direct and indirect costs to deliver our professional services and training, including employee compensation for our global professional services and training personnel, travel costs, third-party contractor costs, allocated facility costs and overhead, and the costs of billable expenses such as travel and lodging. The unpredictability of the timing of entering into significant professional services agreements sold on a standalone basis may cause significant fluctuations in our quarterly financial results and allocated facility costs and overhead.
APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




Concentration of Credit and Customer Risk

Our financial instruments that are exposed to concentration of credit and customer risk consist primarily of cash, and cash equivalents, restricted cash, accounts receivable, and trade accounts receivable. Cash depositsour short- and long-term investments. Deposits held with banks may be in excessexceed the amount of insured limits. Weinsurance provided on such deposits; however, we believe that the financial institutions that holdholding our cash deposits are financially sound and, accordingly, minimal credit risk exists with respect to these balances.

With regard to our customers, credit evaluation and account monitoring procedures are used to minimize the risk of loss. We believe that no additional credit risk beyond amounts provided for collection loss are inherent in accounts receivable. Revenue generated from government agencies represented 15.4%19.6%, 26.2%18.1%, and 32.7%17.1% of our revenue for the years ended December 31, 2017, 20162021, 2020, and 2015,2019, respectively, of which the top three3 U.S. federal government agencies generated 8.4%5.6%, 17.7%6.6%, and 20.8%7.4% of our revenue for the years ended December 31, 2017, 20162021, 2020, and 2015,2019, respectively. Additionally, 27.0%34.0%, 19.5%33.8%, and 19.9%32.3% of our revenue during the years ended December 31, 2017, 20162021, 2020, and 2015,2019, respectively, was generated from foreign customers.
One customer accounted for 7.0% and 17.2% of accounts receivable at December 31, 2017 and December 31, 2016, respectively.
Cash, and Cash Equivalents, and Restricted Cash

We consider all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase, as well as overnight repurchase investments,agreements, to be cash equivalents. Restricted cash consists of cash designated to settle an escrow liability stemming from a holdback agreement enacted pursuant to our acquisition of Lana Labs. The restriction on 25% of the balance will lapse on the later of either two months following the establishment of Lana Labs' annual financial statements for the year ended December 31, 2021 or October 31, 2022. The restrictions on the remaining 75% of the balance will lapse on August 11, 2023.
82

APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents a reconciliation of cash, cash equivalents, and restricted cash as presented in the consolidated statements of cash flows (in thousands):

Year Ended December 31,
202120202019
Cash and cash equivalents$100,796 $112,462 $159,755 
Restricted cash, current791 — — 
Restricted cash, non-current2,373 — — 
Total cash, cash equivalents, and restricted cash$103,960 $112,462 $159,755 

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at realizable value, net of an allowance for doubtful accounts. The allowance for doubtful accounts is based on our assessment of the collectability of accounts.accounts and incorporates an estimation of expected lifetime credit losses on our receivables. We regularly review the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, and current economic trends. If the financial condition of our customers were to deteriorate, resulting in their inability to make required payments, additional provisions for doubtful accounts would be required and would increase bad debt expense. To date, our allowance and related bad debt write-offs have been nominal. There was no change

Activity in the allowance for doubtful accounts was as follows (in thousands):

Year Ended December 31,
202120202019
Balance as of January 1$1,400 $600 $600 
Additions410 984 99 
Less write-offs, net of recoveries(410)(184)(99)
Balance as of December 31$1,400 $1,400 $600 

Non-Trade Receivable

We record non-trade receivables to reflect amounts due for activities other than sales of subscriptions to our platform and professional services. Our non-trade receivables relate largely to receivables resulting from the tenant improvement allowance granted to us for the build out of the fourth floor of our headquarters. The balance of the tenant improvement allowance receivable was $2.0 million as of December 31, 2016 to2021 and was classified within Prepaid expenses and other current assets in the accompanying consolidated balance sheets. We have received $0.9 million of the tenant improvement allowance as of December 31, 2017.2021.
Deferred Commissions
Deferred commissions areAssets Recognized from the incrementalCosts to Obtain a Contract with a Customer

We capitalize costs that are directly associatedof obtaining a contract with subscription agreements with customers and consist ofa customer, including sales commissions paid to our direct sales force.team, that are incremental costs to obtaining customer contracts. These costs are recorded as deferred commissions in the consolidated balance sheets. Costs to obtain a contract for a new customer or upsell are amortized over an estimated economic life of five years as sales commissions on initial sales are not commensurate with sales commissions on contract renewals. We determine the estimated economic life based on both qualitative and quantitative factors such as expected renewals, product life cycles, contractual terms, and customer attrition. We periodically review the carrying amount of deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the estimated economic life. Commissions are considered direct and incremental and as suchpaid relating to contract renewals are deferred and amortized over the termsrelated renewal period. We also capitalize the incremental fringe benefits associated with commission expenses paid to our direct sales team. Costs to obtain a contract for professional services arrangements are expensed as incurred as the contractual period of the related customer contracts consistentour professional services arrangements are one year or less.

83

APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amortization associated with the related revenue. Amortization of deferred commissionscommission is included inrecorded to sales and marketing expensecosts in the accompanyingour consolidated statements of operations. The following table summarizes the activity of costs to obtain a contract with a customer for the years ended December 31, 2021, 2020, and 2019 (in thousands):

Year Ended December 31,
202120202019
Balance as of January 1$52,097 $43,522 $29,108 
Adoption of ASC 606— — 5,094 
Additional contract costs deferred51,283 31,898 25,004 
Amortization of deferred contract costs(29,695)(23,323)(15,684)
Balance as of December 31$73,685 $52,097 $43,522 

Commission expense was $11.8$32.4 million, $6.5$23.3 million, and $4.6$15.7 million for the years ended December 31, 2017, 20162021, 2020, and 2015,2019, respectively.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Significant additions or improvements extending the useful life of an asset are capitalized, while repairs and maintenance costs which do not significantly improve the related assets or extend their useful lives are charged to expense as incurred.

The following table outlines the useful lives of our major asset categories:

Asset CategoryUseful Life (in years)
Computer software3
Computer hardware3
Equipment5
Office furniture and fixtures10
Leasehold improvementsShorter of useful life of assets or lease term(a)
(a) - Leasehold improvements have an estimated useful life of the shorter of the useful life of the assets or the lease term.

Business Combinations

We account for business combinations using the acquisition method of accounting as of the business combination date. Under this method, we allocate the fair value of purchase consideration to identifiable tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the consideration transferred over the fair value of the identifiable net assets acquired is recorded as goodwill and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, non-contractual relationships, and expected future synergies. Determining the fair value of assets acquired and liabilities assumed requires us to use significant judgments and estimates, including the selection of valuation methodologies, estimates of future revenue, costs, and cash flows, and discount rates.

During the measurement period, which can be up to one year from the acquisition date, these estimates may be refined, as necessary, and we may record adjustments to the fair value of tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or the final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. Acquisition related expenses and post-acquisition integration costs are recognized separately from the business combination and are expensed as incurred. Acquired property and equipment is depreciated on a straight-line basis over the assets' respective estimated remaining useful lives.

84

APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



Impairment of Long-Lived Assets

Long-lived assets and certain intangible assets are reviewed for impairment at least annually or more frequently whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through undiscounted cash flows from the use of the assets. If such assets are considered to be impaired, the assets are written down to their estimated fair value.

With respect to goodwill, we have the option to qualitatively assess whether it is more likely than not the fair value of a reporting unit is less than its carrying value. If we elect to perform a qualitative assessment and conclude it is more likely than not the fair value of the reporting unit is equal to or greater than its carrying value, no further assessment of that reporting unit’s goodwill is necessary; otherwise, goodwill must be tested for impairment. Absent a specifically identified triggering event, we historically perform our annual assessment on the first day of the fourth quarter.

Because we operate under 1 reporting unit, the fair value of our reporting unit is based on our enterprise value. No indicators of impairment were identified for the years ended December 31, 2017, 20162021, 2020, and 2015.2019.

Investments and Fair Value of Financial Instruments
The carrying amounts of
Refer to Note 17 for a detailed discussion on our cashpolicies specific to investments and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value as of December 31, 2017 and December 31, 2016 because of the relatively short duration of these instruments. The carrying value of our long-term debt as of December 31, 2016 approximated fair value given interest rates for similar debt instruments available to the Company.
We use a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires us to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. The three tiers are defined as follows:
Level 1. Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs for which there is little or no market data, which require us to develop our own assumptions.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
We evaluate our financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. After the reclassification of the convertible preferred stock warrant in May 2017, we did not have any assets or liabilities subject to fair value measurements as of December 31, 2017. See Note 9 for further discussion of the warrant reclassification. The following table summarizes the conclusions reached as of December 31, 2016 (in thousands):
 December 31, 2016 Level 1 Level 2 Level 3
Liabilities:       
Series A convertible preferred stock warrant(1)$850
 $
 $
 $850
 $850
 $
 $
 $850
(1)In order to determine the fair value of the convertible preferred stock warrant, we used the Black-Scholes option pricing model (“OPM”). Significant inputs for the OPM included an estimate of the fair value of the Series A convertible preferred stock, the remaining contractual life of the warrant, an estimate of the timing of a liquidity event, a risk-free rate of interest and an estimate of our stock volatility using the volatilities of guideline peer companies.
Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs
The following table presents the changes in our Level 3 instruments measured at fair value on a recurring basis during the years ended December 31, 2017, 2016 and 2015 (in thousands):
 Year Ended December 31,
 2017 2016 2015
Balance as of January 1,$850
 $650
 $351
Change in fair value of warrant liability341
 200
 299
Reclassification of warrant liability to equity(1,191) 
 
Balance as of December 31,$
 $850
 $650
APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




Stock-Based Compensation

We account for stock-based compensation expense related to stock-based awards based on the estimated fair value of the award on the grant date. We calculate the fair value of stock options containing only a service condition using the Black-Scholes OPM.option pricing model. The fair value of restricted stock units (“RSUs”) is based on the closing market price of our common stock on the Nasdaq Global Market on the date of grant. For service-based awards such as RSUs, stock-based compensation expense is recognized on a straight-line basis over the requisite service period. For performance-based awards, stock-based compensation expense is recognized using the accelerated attribution method based on the probability of satisfying the performance condition. For awards that contain market conditions, compensation expense is measured using a Monte Carlo simulation model and recognized using the accelerated attribution method over the derived service period based on the expected market performance as of the grant date. For restricted stock units, stock-based compensation expense is recognized on a straight-line basis over the requisite service period. We account for forfeitures as they occur rather than estimating expected forfeitures.

Leases

Refer to Note 4 for a detailed discussion on our policies specific to leasing arrangements.

Basic and Diluted Loss per Common Share

We use the two-class method to compute net loss per common share because we have issued securities, other than common stock, that contractually entitleusing the holders to participate in dividends and earnings. These participating securities include our convertible preferred stock which have non-forfeitable rights to participate in any dividends declared on our common stock. The two-class method requires earningsrequired for the period to be allocated betweenmultiple classes of common stock and participating securities based upon their respectivesecurities. The rights, to receive distributedincluding the liquidation and undistributed earnings.dividend rights, of the Class A common stock and Class B common stock are substantially identical, other than voting and conversion rights. Accordingly, the Class A common stock and Class B common stock share equally in our net losses.
Under the two-class method, for periods with
Basic net income, basic net incomeloss per common share is computed by dividing the net income attributable to common stockholdersloss by the weighted averageweighted-average number of shares of common stock outstanding during the period. Net income attributable to common stockholders is computed by subtracting from net income the portion of current year earnings that the participating securities would have been entitled to receive pursuant to their dividend rights had all of the year’s earnings been distributed. No such adjustment to earnings is made during periods with a net loss, as the holders of the participating securities have no obligation to fund losses.
Diluted net incomeloss per common share is computed underby dividing net loss attributable to common stockholders by the two-class method by using the weighted averageweighted-average number of shares of common stock outstanding plus, for periods with net income attributableduring the period increased by common shares that could be issued upon the conversion or exercise of other outstanding securities to the extent those additional common stockholders, the potential dilutive effects of stock options and warrants. In addition, we analyze the potentialshares would be dilutive. The dilutive effect of the outstanding participatingpotentially dilutive securities under the “if-converted” method when calculatingis reflected in diluted earningsnet loss per share in which it is assumed that the outstanding participating securities convert into common stock at the beginningby application of the period or date of issuance, if later. We report the more dilutive of the approaches (two-class or “if-converted”) as our diluted net income per share during the period.treasury stock method.

Due to net losses for the years ended December 31, 2017, 20162021, 2020, and 2015,2019, basic and diluted net loss per share were the same as the effect of potentially dilutive securities would have been anti-dilutive.antidilutive.

Income Taxes

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We use the asset and liability method of accounting for income taxes in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed. We recognize the effect on deferred tax assets and liabilities of a change in tax rates as income and expense in the period that includes the enactment date. A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized.

Our tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. We recognize the tax benefit of an uncertain tax position only if it is more likely than not the position is sustainable upon examination by the taxing authority. We measure the tax benefit recognized as the largest amount of benefit which is more likely than not to be realized upon settlement with the taxing authority. We recognize penalties and interest related to unrecognized tax benefits as income tax expense.

We calculate the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years and record adjustments based on filed income tax returns when identified. The amount of income taxes paid is subject to examination by U.S. federal, state, and foreign tax
APPIAN CORPORATION AND SUBSIDIARIES
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authorities. The estimate of the potential outcome of any uncertain tax issue is subject to our assessment of relevant risks, facts, and circumstances existing at that time. To the extent the assessment of such tax position changes, we record the change in estimate in the period in which we make that determination.
As described in more detail below under "Recent Accounting Pronouncements" and in Note 6, the Tax Cuts and Jobs Act (the “TCJA”) was enacted on December 22, 2017, substantially changing the U.S. federal tax system. We are required to complete our tax accounting for the TCJA in the period when it has obtained, prepared, and analyzed the information to complete the income tax accounting.
We have not completed our accounting for the tax effects of enactment of the TCJA; however, we have made reasonable estimates of the effects of the TCJA on our financial statements which are included as a component of income tax expense.
Segment Reporting

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) for purposes of allocating resources and evaluating financial performance. Our CODM is our chief executive officer,Chief Executive Officer, who reviews financial information presented on a companywideconsolidated basis for purposes of allocatingwhen deciding how to allocate resources and evaluating financialassess performance. As such, our operations constitute a single operatingAccordingly, we have determined we have 1 reportable segment and one reportable segment.operating unit structure.

Foreign Currency

Our operations located outside of the United States where the local currency is the functional currency are translated into U.S. dollars using the current rate method. Results of operations are translated at the average rate of exchange for the period. Assets and liabilities are translated at the closing rates on the balance sheet date. Gains and losses on translation of these accounts are accumulated and reported as a separate component of stockholders’ deficitequity and other comprehensive income (loss).income.

Gains and losses on foreign currency transactions are recognized in the accompanying consolidated statements of operations as a component of otherOther expense (income), net. Transaction gains and losses from transactions denominated in foreign currencies resulted in net transaction gainslosses of $2.6$3.7 million for the year ended December 31, 20172021, net transaction gains of $4.3 million, and net transaction losses of $1.5 million and $1.3$0.2 million for the years ended December 31, 20162020 and 2015,2019, respectively.

Research and Development

Research and development expenses include payroll, employee benefits, and other headcount-related costs associated with product development. Our product utilizes a common codebase, whether accessed by customers via the cloud or via an on-premises installation. Since our software is sold and licensed externally, we consider our software as external-use software for purposes of applying the capitalized software development guidance. Product development costs are expensed as incurred until technological feasibility has been established, which we define as the completion of all planning, designing, coding, and testing activities that are necessary to establish products that meet design specifications including functions, features, and technical performance requirements. We have determined that technological feasibility for our software products is reached shortly before they are released for sale. Costs incurred after technological feasibility is established are not significant, and accordingly we expense all research and development costs when incurred.

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Advertising Expenses

We expense advertising costs as they are incurred. Advertising expenses were $3.0$4.4 million, $1.4$6.0 million, and $0.5$4.1 million for the years ended December 31, 2017, 20162021, 2020, and 2015,2019, respectively.
Emerging Growth Company Status
Recent Accounting Pronouncements

Adopted

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends and aims to simplify accounting disclosure requirements regarding a number of topics including, but not limited to, intraperiod tax allocations, accounting for deferred taxes when there are changes in the consolidation of certain investments, tax basis step ups in an acquisition, and the application of effective rate changes during interim periods. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The adoption of the new guidance did not have a material impact on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848), which provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates such as the Secured Overnight Financing Rate (SOFR). This guidance is effective upon issuance and generally can be applied through the end of calendar year 2022. The adoption of the new guidance did not have a material impact on our consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which aims to improve the accounting for acquired revenue contracts with customers in a business combination. The ASU requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted including in interim periods. Refer to Note 5 for further details on the impact of adopting this new guidance.

3. Revenue

Revenue Recognition

We are an “emerging growth company”generate subscriptions revenue primarily through the sale of software-as-a-service (“SaaS”) subscriptions bundled with maintenance and support and hosting services as defined inwell as term license subscriptions bundled with maintenance and support. We generate professional services revenue from fees for our consulting services, including application development and deployment assistance as well as training related to our platform.

The following table summarizes revenue from contracts with customers for the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides that an emerging growth company can take advantageyears ended December 31, 2021, 2020, and 2019 (in thousands):

Year Ended December 31,
202120202019
SaaS subscriptions$179,415 $129,219 $95,028 
Term license subscriptions63,203 51,415 40,428 
Maintenance and support21,120 18,076 15,843 
Total subscriptions263,738 198,710 151,299 
Professional services105,521 105,863 109,053 
Total revenue$369,259 $304,573 $260,352 

Performance Obligations and Timing of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accountingRevenue Recognition

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standards untilWe primarily sell products and services that fall into the categories discussed below. Each category contains one or more performance obligations that are either (1) capable of being distinct (i.e., the customer can benefit from the product or service on its own or together with readily available resources, including those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition periodpurchased separately from us) and as a result, we will not adopt new or revised accounting standards ondistinct within the relevant dates on which adoption of such standards is required for other public companies.
Recent Accounting Pronouncements
Adopted
On December 22, 2017, the TCJA was enacted, substantially changing the U.S. Federal tax system. Notable provisionscontext of the TCJA includecontract (i.e., separately identified from other promises in the reductioncontract) or (2) a series of distinct products or services that are substantially the corporate tax rate from 35% to 21% beginning in 2018,same and have the impositionsame pattern of a one-time transition tax on unremitted cumulative non-U.S. earnings of foreign subsidiaries, and the implementation of a territorial tax system. While the changes from the TCJA are generally effective beginning in 2018, U.S. GAAP accounting for income taxes requires the effect of a change in tax laws or rates to be recognized in income from continuing operations for the period that includes the enactment date. Duetransfer to the complexities involved in accounting for the enactment of the TCJA, the Securities and Exchange Commission Staff Accounting Bulletin No. 118 (“SAB 118”) allows us to record provisional amounts in earnings for the year ending December 31, 2017. Where reasonable estimates can be made, the provisional accounting should be based on such estimates. When no reasonable estimate can be made, the provisional accounting may be based on the tax law in effect before the TCJA. We are required to complete our tax accounting for the TCJA in the period when we have obtained, prepared, and analyzed the information to complete the income tax accounting. We have not completed our accounting for the tax effects of enactment of the TCJA; however, we have made reasonable estimates of the effects of the TCJA on our consolidated financial statements which are included as a component of income tax expense.
Not Yet Adopted
In May 2014, the FASB issued ASU No. 2014-9, Revenue from Contracts with Customers (Topic 606)(“ASU 2014-9”), which provides new guidance for revenue recognition. ASU 2014-9 provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-9 also requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. Entities have the option of using either a full retrospective or modified retrospective approach for the adoption of the standard. In March 2016, the FASB issued ASU No. 2016-8, Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net) (“ASU 2016-8”), which clarifies implementation guidance on principal versus agent considerations in ASU 2014-9. In April 2016, the FASB issued ASU No. 2016-10, Identifying Performance Obligations and Licensing (“ASU 2016-10”), which clarifies the identification of performance obligations and the licensing implementation guidance in ASU 2014-9. In addition, in May 2016, the FASB issued ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”), which clarifies the guidance on assessing collectibility, presentation of sales taxes, noncash consideration and completed contracts and contract modifications at transition. For public entities, the new standard is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2017. For all other entities, the new standard is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods beginning after December 15, 2019. We intend to avail ourselves of the JOBS Act extended transition period that permits us to defer adoption until January 1, 2019. We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements.
We currently plan to adopt the new standard using the full retrospective approach; however, the decision regarding the adoption method has not been finalized.customer. Our final determination will depend on a number of factors such as the significance of the impact of the new standard on our financial results, system readiness, including that of software procured from third-party providers, and our ability to accumulate and analyze the information necessary to assess the impact on prior period financial statements, as necessary.
We continue to evaluate the impact of the new standard on our accounting policies, processes, and system requirements. We have assigned internal resources in addition to the engagement of third-party service providers to assist in the evaluation. Furthermore, we have made and will continue to make investments in systems to enable timely and accurate reporting under the new standard. While we continue to assess all potential impacts under the new standard there is the potential for significant impact to the timing of recognition of revenue, particularly term license subscriptions are delivered at a point in time while our SaaS subscriptions, maintenance and support, and professional services revenue.are delivered over time.

Subscriptions Revenue

Subscriptions revenue is primarily related to (1) SaaS subscriptions bundled with maintenance and support and hosting services and (2) term license subscriptions bundled with maintenance and support. We also expect an impactgenerally charge subscription fees on a per-user basis or through non-user based single application licenses. We bill customers and collect payment for subscriptions to our accountingplatform in advance on an annual, quarterly, or monthly basis. In certain instances, our customers have paid their entire contract up front.

SaaS Subscriptions

We generate cloud-based subscription revenue primarily from the sales of subscriptions to access our cloud offering, together with related support services to our customers. We perform all required maintenance and support for our cloud offering. Revenue is recognized on a ratable basis over the contract acquisition costs, both with respectterm beginning on the date the service is made available to the amountscustomer. Our cloud-based subscription contracts generally have a term of one to three years in length. We bill customers and collect payment for subscriptions to our platform in advance, and they are non-cancellable.

Term License Subscriptions

Our term license subscription revenue is derived from customers with on-premises installations of our platform pursuant to contracts that will be capitalizedwere historically one to three years in length. The majority of recent contracts have been one year in length. Although term license subscriptions are sold with maintenance and support, the software is fully functional at the beginning of the subscription and is considered a distinct performance obligation. On rare occasions, a cloud-based subscription may include the right for the customer to take possession of the license and as such, the revenue is treated as a license. Revenue from term license subscriptions is recognized when control of the software license has transferred to the customer, which is the later of delivery or commencement of the contract term.

Maintenance and Support

Maintenance and support subscriptions include both technical support and when-and-if-available software upgrades, which are treated as a single performance obligation as they are considered a series of distinct services that are substantially the same and have the same duration and measure of progress. Revenue from maintenance and support is recognized ratably over the contract period, which is the period over which the customer has continuous access to maintenance and support.

Professional Services Revenue

Our professional services revenue is comprised of fees for consulting services, including application development and deployment assistance as well as training services related to our platform. Our professional services are considered distinct performance obligations when sold standalone or with other products.

Consulting Services

We sell consulting services to assist customers in planning and executing the perioddeployment of amortization.our software. Customers are not required to use consulting services to fully benefit from the software. Consulting services are regularly sold on a standalone basis and either (1) under a fixed-fee arrangement or (2) on a time and materials basis. Consulting contracts are each considered separate performance obligations because they do not integrate with each other or with other products and services to deliver a combined output to the customer, do not modify or customize (or are not modified or customized by) each other or other products and services, and do not affect the customer's ability to use the other consulting offerings or other products and
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Under current industry-specific software revenue recognition guidance,services. Revenue under consulting contracts is recognized over time as services are delivered. For time and materials-based consulting contracts, we have historically concluded that we did not have VSOEelected the practical expedient of fairrecognizing revenue upon invoicing since the invoiced amount corresponds directly to the value of the undeliveredour service to date.

Training Services

We sell various training services related to term license subscriptions, and accordingly, have recognized term license subscriptions and related services ratably over the subscription term. Professional services included in an arrangement with subscription revenue has also been recognized ratably over the subscription term. The new standard, which does not retain the concept of VSOE, requires an evaluation of whether term license subscriptions and related services, including professionalour customers. Training services are distinct performance obligations and therefore should be separately recognized atsold in the form of prepaid training credits that are redeemed based on a point in time or over time. Depending on the outcome of our evaluation, the timing of whenfixed rate per course. Training revenue is recognized could change significantly for term license subscriptionswhen the associated training services are delivered.

Significant Judgments and professional services underEstimates

Determining the new standard.Transaction Price
In February 2016, the FASB issued ASU No. 2016-2, Leases (Topic 842) (“ASU 2016-2”), which requires that lessees recognize assets
The transaction price includes both fixed and liabilities for leases with lease terms greater than 12 monthsvariable consideration. Variable consideration is included in the statement of financial position. ASU 2016-2 also requires improved disclosurestransaction price to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The update is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. We are currently evaluating the impact the adoption of ASU 2016-2 will have on our consolidated financial statements.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which aims to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 will require adoption on a retrospective basis unlessextent it is impracticable to apply, in which case we would be required to applyprobable a significant reversal will not occur. The amount of variable consideration excluded from the amendments prospectively as of the earliest date practicable. ASU 2016-15 is effectivetransaction price for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. We are currently in the process of evaluating the impact of adoption of this standard on our consolidated financial statements.
In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting ("ASU 2017-09"), which clarifies when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. ASU 2017-09 requires modification accounting if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. ASU 2017-09 will be effective on a prospective basis beginning on January 1, 2018. Early adoption is permitted. We do not expect ASU 2017-09 to have an impact on our consolidated financial statements.

3.Property and Equipment
Property and equipment consisted of the following as of December 31 (in thousands):
 2017 2016
Computer software$1,727
 $1,701
Computer hardware1,644
 1,408
Leasehold improvements4,226
 4,098
Office furniture and fixtures510
 464
Equipment131
 116
 8,238
 7,787
Less: accumulated depreciation(5,575) (4,686)
Property and equipment, net$2,663
 $3,101
Depreciation and amortization expense totaled $0.9 million for the year ended December 31, 2017 and $0.8 million for each of the years ended December 31, 20162021, 2020, and 2015.2019 was insignificant. Our estimates of variable consideration are also subject to subsequent true-up adjustments and may result in changes to transaction prices; however, such true-up adjustments are not expected to be material.


Allocating the Transaction Price Based on Standalone Selling Prices (“SSP”)

We allocate the transaction price to each performance obligation in a contract based on its relative SSP. The SSP is the observable price at which we sell the product or service separately. In the absence of observable pricing, we estimate SSP using the residual approach. We establish SSP as follows:

1.SaaS subscriptions - Given the highly variable selling price of our SaaS subscriptions, we establish the SSP of our SaaS subscriptions using a residual approach after first determining the SSP of consulting and training services. We have concluded the residual approach to estimating SSP of our SaaS subscriptions is an appropriate allocation of the transaction price.

2.Term license subscriptions - Given the highly variable selling price of our term license subscriptions, we have established SSP of term license subscriptions using a residual approach after first determining the SSP of maintenance and support. Maintenance and support is sold on a standalone basis in conjunction with renewals of our legacy perpetual software licenses and within a narrow range of the net license fee. Because an economic relationship exists between the license and maintenance and support, we have concluded the residual approach to estimating SSP of term license subscriptions is an appropriate allocation of the transaction price.

3.Maintenance and support - We establish the SSP of maintenance and support as a percentage of the stated net subscription fee based on observable pricing of maintenance and support renewals from our legacy perpetual software licenses.

4.Consulting and training services - The SSP of consulting and training services is established based on the observable pricing of standalone sales within each geographic region where the services are sold.

Contract Balances

Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to our contracts with customers. Contract assets primarily relate to unbilled amounts for contracts with customers for which the amount of revenue recognized exceeds the amount billed to the customer. Contract assets are transferred to accounts receivable when the right to invoice becomes unconditional. As of December 31, 2021 and 2020, contract assets of $14.0 million and $20.1 million, respectively, are included in the Prepaid expenses and other current assets and Other assets line items in our consolidated balance sheets.

Contract liabilities consist of deferred revenue and include payments received in advance of the satisfaction of performance obligations. Deferred revenue is then recognized as the revenue recognition criteria are met. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current, and the remaining deferred revenue is recorded as
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non-current. For the year ended December 31, 2021, we recognized $114.2 million of revenue that was included in the deferred revenue balance as of December 31, 2020.

Transaction Price Allocated to the Remaining Performance Obligations

As of December 31, 2021, we had an aggregate transaction price of $285.5 million allocated to unsatisfied performance obligations. We expect to recognize $189.6 million of this balance as revenue over the next 12 months with the remaining amount recognized thereafter.

4. Leases

As of December 31, 2021, we have operating leases for corporate offices. Our operating leases have remaining lease terms of roughly two years to 10 years, some of which include options to extend the leases for up to an additional 10 years.

Right-of-Use (“ROU”) Assets and Lease Liabilities

At the inception of an arrangement, we determine whether the arrangement is or contains a lease based on the unique facts and circumstances present and the classification of the lease. Operating leases with a term greater than one year are recognized on the balance sheet as ROU assets, lease liabilities, and, if applicable, long-term lease liabilities. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. We have elected not to recognize on our consolidated balance sheets leases with a term of one year or less. For contracts with lease and non-lease components, we have elected not to allocate the contract consideration but rather to account for the lease and non-lease components as a single lease component.

Lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. The implicit rates within most of our leases are generally not determinable; therefore, we use the incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of our incremental borrowing rate requires judgment and is estimated for each lease based on the rate we would have to pay for a collateralized loan with the same term and payments as the lease. We consider various factors, including our level of collateralization, estimated credit rating, and the currency in which the lease is denominated. Operating lease ROU assets also include any lease prepayments, offset by lease incentives. Certain of our leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain we will exercise that option while an option to terminate is considered unless it is reasonably certain we will not exercise the option. For certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities.

Headquarters Lease

In April 2018, we entered into a lease agreement with respect to 176,222 square feet of office space in McLean, Virginia for a new corporate headquarters. The initial term of the lease was 150 months. We took initial possession of the first phase of the new headquarters in October 2018 and began to recognize rent expense as of that date. In February 2019, we took possession of an additional 28,805 square feet of adjacent office space.

In January 2020, we entered into an amendment which adjusted the original terms of the headquarters lease. Under this amendment, we exercised an option to expand occupancy, adding 34,158 square feet of office space. Occupancy of the added space commenced on October 14, 2020. The amendment is considered a modification to the original lease and is accounted for as a separate contract because it represents a new ROU asset and the lease costs on the new space are charged at prevailing market rates. Effective July 1, 2020, we took possession of the space, began to recognize rent expense, and recorded a $7.9 million ROU asset and lease liability on our consolidated balance sheets.

In November 2021, we entered into a third amendment to our headquarters lease, in which we exercised an option to expand occupancy into 2 adjacent office spaces of 32,883 and 25,925 square feet, with occupancy to commence on September 1, 2022 and May 1, 2023, respectively. Concurrent with the amendment, we also entered into a sublease agreement in which we agreed to sublease 32,883 square feet of space effective September 1, 2022. The sublease terminates on August 31, 2025 but may be extended one additional year at the sublessee’s option. The amendment is considered a modification to the
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original lease and each space is accounted for as a separate contract because it represents a new ROU asset and the lease costs charged on the new spaces are at prevailing market rates. As of December 31, 2021, we have not taken possession of either space nor met the criteria for the leases and sublease to be considered commenced. Accordingly, we have not reported an ROU asset or liability on our consolidated balance sheets nor have recorded expense or sublease income on our consolidated statements of operations in relation to the additional spaces.

Paydown of Finance Leases

In October 2020, we paid the full $2.7 million principal balances outstanding under our finance leases pursuant to an option permitting us to pay such balances in full at any time. As of the date of the paydown, the titles to the assets were transferred to us, the associated lease liabilities were retired, the carrying values of the purchased assets were adjusted, and the assets were reclassified from finance leases to property and equipment, net on the consolidated balance sheets.

Lease Costs

Expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense. We have lease agreements which require payments for lease and non-lease components (i.e., common area maintenance) that are accounted for as a single lease component. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as maintenance costs based on future obligations, are not included in ROU assets or lease liabilities but rather are expensed as incurred and recorded as variable lease expense.

The following table sets forth the components of lease expense for the years ended December 31, 2021 and 2020 (in thousands):

Year Ended December 31,
20212020
Operating lease costs$6,619 $6,649 
Finance lease costs:
Amortization of right-of-use assets— 1,242 
Interest on lease liabilities— 150 
Short-term lease costs149 565 
Variable lease costs2,713 281 
Total$9,481 $8,887 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Supplemental Lease Information

Supplemental balance sheet information related to operating leases as of December 31, 2021 and December 31, 2020 was as follows (in thousands, except for lease term and discount rate):

As of December 31,
20212020
Operating right-of-use assets$27,897$30,659
Operating lease liabilities, current$8,110$6,923
Operating lease liabilities, net of current portion48,78451,194
Total operating lease liabilities$56,894$58,117
Weighted average remaining lease term (in years)9.510.6
Weighted average discount rate9.5 %9.6 %

For the years ended December 31, 2021 and 2020, amortization of operating ROU assets totaled $1.4 million and $1.6 million, respectively. For the years ended December 31, 2021 and 2020, interest expense on operating ROU liabilities totaled $5.3 million and $1.9 million, respectively.

Supplemental cash flow information related to leases for the years ended December 31, 2021 and 2020 was as follows (in thousands):

Year Ended December 31,
202120202019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows for operating leases$7,732 $3,407 $6,413 
Operating cash outflows for finance leases— 150 108 
Financing cash outflows for finance leases— 3,822 653 
ROU assets obtained in exchange for lease obligations:
Operating leases— — 523 
Finance leases— — 4,475 

A summary of our future minimum lease commitments under non-cancellable leases as of December 31, 2021 is as follows (in thousands):

Operating Leases
2022$8,451 
20238,309 
20248,632 
20259,329 
20269,366 
Thereafter48,775 
Total lease payments92,862 
Less: imputed interest(35,968)
Total$56,894 

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APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Business Combinations

Lana Labs

In August 2021, we acquired 100% of the outstanding common stock of Lana Labs, a developer of process mining software, for approximately $30.7 million, net of cash acquired and debt. The acquisition was made due to the attractive nature of the product offerings of Lana Labs and in furtherance of our objective to enhance our platform. The transaction was financed through available cash on hand.

The allocation of the purchase price is preliminary pending the finalization of the fair value of the acquired net assets, liabilities assumed, deferred income taxes, and any assumed income and non-income based tax liabilities. As of the acquisition date, the purchase price was assigned to the acquired assets and assumed liabilities as follows (in thousands):

4.Cash acquiredAccrued Expenses$256 
Other current assets106 
Property and equipment59 
Developed technology5,974 
Customer relationships750 
Goodwill24,521 
Other non-current assets27 
Total assets acquired31,693 
Current liabilities638 
Non-current liabilities38 
Total liabilities assumed676 
Net assets acquired$31,017 

There were no changes to our reportable segments as a result of the acquisition. From the acquisition date to December 31, 2021, Lana Labs' revenue was $0.3 million and net loss before taxes was $2.6 million. Acquisition costs incurred in relation to the transaction were immaterial. We do not expect the purchase price allocated to goodwill and intangible assets to be deductible for tax purposes.

Measurement period adjustments recognized in the year ended December 31, 2021 included a $0.8 million adjustment to developed technology and goodwill related to an update to the discount rate utilized in our valuation of intangibles, a $0.1 million deferred tax adjustment, and an immaterial adjustment to working capital. Additionally, as a result of our early adoption of ASU 2021-08, deferred revenue as of the acquisition date increased by $0.3 million, $0.1 million of which was recognized as revenue through December 31, 2021.

Novayre Solutions SL

In January 2020, we acquired 100% of the outstanding common stock of Novayre Solutions SL (“Novayre”), a developer of a robotic process automation platform, for approximately $6.9 million. The acquisition was made due to the attractive nature of the product offerings of Novayre and in furtherance of our objective to enhance our platform. The transaction was financed through available cash on hand.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The allocation of the purchase price was based upon estimated fair values of the assets acquired and liabilities assumed. As of the acquisition date, the purchase price was assigned to the acquired assets and assumed liabilities as follows (in thousands):

Cash acquired$731 
Other current assets213 
Property and equipment22 
Developed technology1,537 
Customer relationships406 
Goodwill4,348 
Other non-current assets10 
Total assets acquired7,267 
Current liabilities14 
Non-current liabilities344 
Total liabilities assumed358 
Net assets acquired$6,909 

There were no changes to our reportable segments as a result of the acquisition. Additionally, acquisition costs incurred in relation to the transaction were immaterial. We do not expect the purchase price allocated to goodwill and intangible assets to be deductible for tax purposes.

6. Goodwill and Intangible Assets

Goodwill was comprised of the following as of December 31, 2021 and 2020 (in thousands):

Carrying Amount
Balance as of December 31, 2019$
Goodwill acquired4,348 
Foreign currency translation adjustments514 
Balance as of December 31, 2020$4,862 
Goodwill acquired24,521 
Foreign currency translation adjustments(1,588)
Balance as of December 31, 2021$27,795 

Intangible assets, net consisted of the following as of December 31, 2021 and 2020 (in thousands):

As of December 31,
20212020
Developed technology$7,271 $1,719 
Customer relationships - Non-Robotic Process Automation (“RPA”)872 172 
Customer relationships - RPA261 282 
Intangible assets, gross8,404 2,173 
Less: accumulated amortization(1,260)(429)
Intangible assets, net$7,144 $1,744 

Intangible amortization expense was $0.8 million and $0.4 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the weighted average remaining amortization periods for developed technology, non-RPA customer relationships, and RPA customer relationships were approximately 4.4 years, 9.0 years, and 8.0 years, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The projected annual amortization expense related to amortizable intangible assets as of December 31, 2021 is as follows (in thousands):

Year Ended December 31,
2022$1,604 
20231,552 
20241,552 
20251,234 
2026794 
Thereafter408 
Total projected amortization expense$7,144 

7. Property and Equipment, net

Property and equipment, net consisted of the following as of December 31, 2021 and 2020 (in thousands):

As of December 31,
20212020
Leasehold improvements$41,005 $36,263 
Office furniture and fixtures2,536 2,521 
Computer hardware6,001 4,535 
Computer software1,353 1,352 
Equipment124 49 
Property and equipment, gross51,019 44,720 
Less: accumulated depreciation(14,106)(9,316)
Property and equipment, net$36,913 $35,404 

Depreciation expense totaled $4.9 million, $5.4 million, and $4.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. During the year ended December 31, 2021, we retired $0.1 million of leasehold improvements, and $0.1 million losses on disposal were recorded. During the year ended December 31, 2020, we retired $1.3 million of leasehold improvements, $0.2 million of computer hardware, and $0.1 million of office furniture and fixtures, and nominal losses on disposal were recorded.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. Accrued Expenses

Accrued expenses consisted of the following as of December 31, 2021 and 2020 (in thousands):

As of December 31,
20212020
Accrued hosting costs$1,995 $1,229 
Accrued labor costs891 908 
Accrued marketing and tradeshow expenses1,167 596 
Accrued audit and tax expenses439 370 
Accrued taxes payable550 — 
Accrued legal costs5,511 760 
Accrued reimbursable employee expenses870 231 
Accrued third party license fees1,066 570 
Accrued capital expenditures379 — 
Other accrued expenses2,615 1,157 
Total$15,483 $5,821 

9. Debt
 2017 2016
Accrued contract labor costs$3,424
 $743
Accrued hosting costs466
 
Accrued audit and tax expenses248
 358
Accrued reimbursable employee expenses286
 134
Accrued marketing and tradeshow expenses128
 111
Other accrued expenses1,915
 1,514
Total$6,467
 $2,860


5.Debt
2015 Line of Credit
At December 31, 2015, we had a $10.0 million revolving line of credit with a lender, expiring in June 2016, which was subsequently amended in June 2016 to extend the maturity date through June 2017. This line of credit was terminated in April 2017.
2015 Term Loan
In March 2015, we entered into a collateralized $10.0 million term loan facility with a lender, maturing in March 2019, and borrowed the full amount under the term loan facility in June 2015. In January 2016, we paid off the outstanding balance of the term loan and simultaneously entered into a collateralized $20.0 million term loan facility, maturing in January 2020. We borrowed the full amount under the term loan facility in January 2016, which we repaid in full in April 2017.
2017 Financing Facility
In April 2017, we entered into a new financing facility consisting of a $5.0 million senior revolving credit facility, a $20.0 million senior term loan, and a $10.0 million subordinated term loan. In connection with the execution of this financing facility, the prior line of credit was terminated, and we borrowed the full $20.0 million available under the senior term loan and repaid the outstanding balance under our prior term loan. Additionally, in connection with the execution of our new financing facility, the lender waived the prepayment fee associated with our prior line of credit.  In June 2017, we used proceeds from our IPO to pay all remaining outstanding principal and interest under the senior term loan and subsequently terminated the senior term loan and subordinated term loan. In connection with the repayment of the senior term loan, we recognized a loss on extinguishment of debt of $0.4 million related to unamortized debt issuance costs, which is included within other (income) expense, net in the accompanying consolidated statements of operations. This financing facility was terminated in November 2017 in connection with our entry into a new $20.0 million revolving line of credit.
2017 Line of Credit
In November 2017, we entered into a $20.0 million revolving line of credit with a lender. The facility matures inlender with an original maturity date of November 2022. WeIn December 2021, we executed the first loan modification agreement which extended the revolving line of credit's maturity date to November 2025 and amended certain borrowing terms and financial covenants. Under the amended agreement, we may elect whether amounts drawn on the revolving line of credit bear interest on the outstanding principal amount at a floating rate per annum equal to either a) the LIBORPrime rate plus an additional interest rate margin or b) the primesecured overnight financing rate (“SOFR”) plus an additional interest rate margin that is determined by the availability of the borrowings under the revolving line of credit. The additional interest rate margin will range from 2.00%0.75% to 2.50%1.25% in the case of LIBORPrime rate advances and from 1.00%1.75% to 1.50%2.25% in the case of primeSOFR rate advances. The revolving line of credit contains an unused facility fee in an amount between 0.15% and 0.25%up to 0.20% of the average unused portion of the revolving line of credit, which is payable quarterly. The agreement contains certain customary affirmative and negative covenants and requires us to maintain (1)(i) an adjusted quick ratio of at least 1.35 to 1.01.00 subject to a net cash threshold as set forth in the agreement and (ii) minimum adjusted EBITDA, in the amounts and for the periods set forth in the agreement. Any amounts borrowed under the credit facility are collateralized by substantially all of our assets. We were in compliance with all covenants as of December 31, 2017.2021. As of December 31, 2017,2021, we had no outstanding borrowings under thethis revolving line of credit.credit, and we had outstanding letters of credit totaling $11.2 million in connection with securing our leased office space.

APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. Income Taxes



6.Income Taxes
For the years ended December 31, 2017, 20162021, 2020, and 2015,2019, our net loss before income taxes was comprised of the following (in thousands):

Year Ended December 31,
2017 2016 2015202120202019
Domestic$(23,093) $(4,524) $1,079
Domestic$(48,743)$(25,463)$(32,091)
Foreign(7,153) (9,620) (7,688)Foreign(39,120)(7,131)(17,803)
Total$(30,246) $(14,144) $(6,609)Total$(87,863)$(32,594)$(49,894)

For the years ended December 31, 2017, 20162021, 2020, and 2015,2019, our income tax expense (benefit) was comprised of the following (in thousands):
96
 2017 2016 2015
Current:     
Federal$(65) $(627) $390
State68
 (200) 62
Foreign1,009
 266
 217
Total current expense (benefit)1,012
 (561) 669
Deferred:     
Federal(42) (922) (334)
State
 (230) 43
Foreign(209) 30
 
Total deferred expense (benefit)(251) (1,122) (291)
Total income tax expense (benefit)$761
 $(1,683) $378
On December 22, 2017, U.S. federal tax reform was enacted with the signing of the TCJA. Notable provisions of the TCJA include the following:
Establishment of a flat corporate income tax rate of 21% on U.S. earnings;
Imposition of a one-time tax on unremitted cumulative non-U.S. earnings of foreign subsidiaries, or the Transition Tax;
The imposition of a new minimum tax on certain non-U.S. earnings, irrespective of the territorial system of taxation, and generally allows for the repatriation of future earnings of foreign subsidiaries without incurring additional U.S. taxes by transitioning to a territorial system of taxation;
Imposition of minimum taxes on certain payments made by a U.S. company to a related foreign company, or the Base Erosion Anti-Abuse Tax;
Elimination of the alternative minimum tax and allowance of a refund for previous alternative minimum tax credits;
Allowance for immediate expensing of the cost of investments in certain depreciable assets acquired and placed in service after September 27, 2017; and
Reduction in tax deductions with respect to certain compensation paid to certain executive officers.
While the changes from the TCJA are generally effective beginning in 2018, U.S. GAAP accounting for income taxes requires the effect of a change in tax laws or rates to be recognized in income from continuing operations for the period that includes the enactment date. Due to the complexities involved in accounting for the enactment of the TCJA, the Securities and Exchange Commission Staff Accounting Bulletin No. 118 (“SAB 118”) allows us to record provisional amounts in earnings for the year ending December 31, 2017. Where reasonable estimates can be made, the provisional accounting should be based on such estimates. When no reasonable estimate can be made, the provisional accounting may be based on the tax law in effect before the TCJA. We are required to complete our tax accounting for the TCJA in the period when we have obtained, prepared, and analyzed the information to complete the income tax accounting.

APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



We have not completed our accounting for the tax effects of enactment of the TCJA; however, as described below, we have made reasonable estimates of the effects of the TCJA on our consolidated financial statements which are included as a component of income tax expense:
Year Ended December 31,
202120202019
Current:
Federal$15 $11 $
State79 79 60 
Foreign1,156 977 1,091 
Total current expense1,250 1,067 1,154 
Deferred:
Federal— — — 
State— — — 
Foreign(472)(184)(334)
Total deferred benefit(472)(184)(334)
Total income tax expense$778 $883 $820 
Deferred tax assets and liabilities: U.S. deferred tax assets and liabilities were remeasured based on the rates at which they are expected to reverse in the future, which is generally 21.0%, resulting in an income tax expense of approximately $2.1 million. This expense is fully offset by the tax benefit from the reduction in our U.S. valuation allowance. We will continue to analyze certain aspects of the TCJA which could potentially affect the tax basis of the reported amounts. Additionally, our U.S. tax returns for 2017 will be filed during the fourth quarter of 2018 and any changes to the tax positions for temporary differences compared to the estimates used will result in an adjustment of the estimated tax expense recorded as of December 31, 2017.
Transition Tax effects: The Transition Tax is based on our total post-1986 earnings and profits that was previously deferred from U.S. income taxes. Our provisional estimate for the Transition Tax is zero because we have post-1986 accumulated deficits. We will continue to evaluate the TCJA and any future guidance from the U.S. Treasury Department and Internal Revenue Service (“IRS”) in the determination of the Transition Tax which could result in adjustment of the estimate recorded as of December 31, 2017.
Indefinite reinvestment: Following enactment of the TCJA and the associated Transition Tax, in general, repatriation of cash to the United States can be completed with no incremental U.S. tax; however, repatriation of cash could subject the Company to non-U.S. jurisdictional taxes on distributions. The cash that our non-U.S. subsidiaries hold for indefinite reinvestment is generally used to finance foreign operations and investments, including acquisitions. The income taxes applicable to such earnings are not readily determinable given the various tax planning strategies we could employ if we repatriated these earnings. We will continue to evaluate the impact of the TCJA on our election to indefinitely reinvest our non-U.S. earnings, if any.
We will continue to analyze the effects of the TCJA on our consolidated financial statements and operations. Additional impacts from the enactment of the TCJA will be recorded as they are identified during the measurement period as provided for in SAB 118, which allows measurement period adjustments up to one year from the enactment date.
For the years ended December 31, 2017, 20162021, 2020, and 2015,2019, the provision for income taxes differs from the amount computed by applying the federal statutory income tax rates to our loss before the provision (benefit) for income taxes as follows:

Year Ended December 31,
202120202019
U.S. federal statutory tax rate21.0 %21.0 %21.0 %
State tax expense4.7 18.2 7.1 
Foreign rate differential(4.1)(3.6)(5.1)
Nondeductible expenses(0.5)(0.6)(0.7)
Foreign tax expense(0.2)— — 
Equity compensation7.0 46.2 12.0 
Tax credits5.0 12.0 6.5 
Unrecognized tax benefits(0.9)(2.2)(1.1)
Change in tax rate(1.2)— — 
Other(0.1)(1.1)(0.8)
Deferred adjustments0.9 (1.7)(1.6)
Change in valuation allowance(32.5)(90.9)(38.9)
Total(0.9)%(2.7)%(1.6)%

The effective tax rate of (0.9)% in 2021 includes $28.5 million of tax expense attributable to the change in the valuation allowance in the United States, Switzerland, and Germany (Lana Labs GmbH), partially offset by $10.5 million of favorable excess tax benefits for equity compensation and research credits.

97

 2017 2016 2015
U.S. federal statutory tax rate34.0 % 34.0 % 34.0 %
State tax expense4.9
 1.4
 (0.9)
Foreign rate differential(6.7) (17.8) (29.4)
Nondeductible expenses(0.9) (2.3) (4.1)
Tax credits5.8
 6.5
 10.0
Unrecognized tax benefits(0.7) (0.2) (1.8)
Other(0.3) (0.2) (1.9)
Remeasurement of deferred taxes(7.0) 
 
Change in valuation allowance(31.6) (9.6) (11.5)
Total(2.5)% 11.8 % (5.6)%
APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amount of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



As of December 31, 20172021 and 2016,2020, significant components of our deferred tax assets and liabilities were as follows (in thousands):

As of December 31,
2017 201620212020
Deferred tax assets:   Deferred tax assets:
Accrued vacation$967
 $529
Net operating lossesNet operating losses$81,499 $59,417 
Tax creditsTax credits15,510 11,922 
Deferred revenueDeferred revenue466 824 
Equity compensationEquity compensation4,917 3,090 
Lease liabilitiesLease liabilities15,089 15,768 
Accrued compensationAccrued compensation3,390 339 
Bad debt109
 159
Bad debt373 383 
Deferred revenue1,248
 2,176
Deferred rent473
 834
Tax credits4,169
 2,401
Net operating losses10,413
 2,939
Equity compensation1,207
 
Other accrued expenseOther accrued expense1,452 — 
Other287
 929
Other301 1,234 
Gross deferred tax assets18,873
 9,967
Gross deferred tax assets122,997 92,977 
Less: Valuation allowance(12,328) (2,642)Less: Valuation allowance(94,399)(65,914)
Total deferred tax assets6,545
 7,325
Total deferred tax assets28,598 27,063 
Deferred tax liabilities:   Deferred tax liabilities:
Prepaid expensesPrepaid expenses(12,576)(11,082)
Right-of-use assetsRight-of-use assets(7,361)(8,270)
Unbilled receivablesUnbilled receivables(1,248)(2,559)
Depreciation(174) (349)Depreciation(3,892)(4,221)
Unbilled receivables(555) (491)
Prepaid expenses(5,614) (6,505)
IntangibleIntangible(2,102)— 
Other(8) 
Other(603)(512)
Total deferred tax liabilities(6,351) (7,345)Total deferred tax liabilities(27,782)(26,644)
Net deferred tax asset (liability)$194
 $(20)
Net deferred tax assetNet deferred tax asset$816 $419 

As of December 31, 20172021 and 2016,2020, we had $25.3$239.9 million and $1.8$183.9 million of gross net operating loss (“NOL”) carryforwards for U.S. federal tax purposes, respectively. FederalU.S. federal NOL carryforwards in the amount of $24.4 million, gross, generated prior to 2018 will expire, if unused, in 2037. Under the Tax Cuts and Jobs Act of 2017 (the “TCJA”), as modified by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), federal NOL carryforwards generated in tax years beginning after December 31, 2017 may be carried forward indefinitely. As of December 31, 2017 and 2016,2021, we had U.S.$215.5 million of gross state NOL carryforwards generated after 2017 for U.S. federal tax purposes, which may be used to offset 80% of $25.3 million and $1.7 million, respectively. We had tax effected state NOL carryforwards of $1.6 million and $0.1 million as of December 31, 2017 and 2016, respectively. U.S. state NOL carryforwards will substantially expire, if unused, in 2037. As of December 31, 2017 and 2016, we had foreign NOL carryforwards of $35.7 million and $23.7 million, respectively, primarily attributable to our subsidiary in Switzerland. Those NOL carryforwards will substantially expire, if unused, in 2024.taxable income annually.

Section 382 of the Internal Revenue Code limits the utilization of the NOLsNOL carryforwards when ownership changes occur, as defined by that section. A number of states have similar state laws that limit utilization of the state NOLsNOL carryforwards when ownership changes occur. We have performed an analysis of our Section 382 ownership changes and have determined that all U.S. federal and U.S state NOLsNOL carryforwards are available for use as of December 31, 2017.2021.

As of December 31, 20172021 and 2016,2020, we had $4.5$13.7 million and $2.8$10.5 million, respectively, of U.S. federal tax credit carryforwards which will expire, if unused, between 2031 and 2041.

As of December 31, 2021 and 2020, we had U.S. gross state NOL carryforwards of $249.8 million and $177.2 million, respectively. We had tax effected state NOL carryforwards of $14.1 million and $11.2 million as of December 31, 2021 and 2020, respectively. The rules regarding carryforwards vary from state to state, and the ability to utilize NOLs varies based on timing and amount. The majority of state NOL carryforwards generated prior to 2018 will expire, if unused, in 2037. Due to the TCJA, certain state NOL carryforwards generated after 2017 have an indefinite carryforward period.
98

APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2021 and 2020, we had foreign gross NOL carryforwards of $126.6 million and $78.6 million, respectively, primarily attributable to our subsidiary in Switzerland. Those NOL carryforwards will begin to expire, if unused, between 2022 to 2029.

The net change during the year in the total valuation allowance during the year ended December 31, 2021 was $9.7$28.5 million, primarily driven by the valuation allowance recorded against the U.S. deferred tax assetsUnited States, Switzerland, and the change in the SwitzerlandGermany (Lana Labs GmbH) deferred tax assets.
We continue
As of December 31, 2021, we continued to maintain a full valuation allowance against U.S. deferred tax assets based on our cumulative operating results as of December 31, 2017,2021, three-year cumulative loss, and assessment of our expected future results of operations. We have evaluated all evidence, both positive and negative, in assessing the likelihood of realizability, and we determined the negative evidence outweighed the positive evidence.

As of December 31, 2017,2021, we have a valuation allowance of $3.5$14.8 million against foreign deferred tax assets, primarily for deferred tax assets at our subsidiary in Switzerland. We continue to maintain a full valuation allowance on the deferred tax
APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



assets of our subsidiary in Switzerland as we determined that it was not more likely than not that we would be able to realize a benefit from the NOL at that subsidiary.and Germany. Based on our cumulative operating results as of December 31, 2017,2021 and assessment of our expected future results of operations, we determined that it was not more likely than not that we would be able to realize the deferred tax assets prior to expiration.

We are subjectplan to income taxes in the United States, Australia, Canada, France, Germany, Italy, Netherlands, Switzerland, and United Kingdom.
Undistributeddistribute previously undistributed earnings of our foreign subsidiaries are consideredback to be indefinitely reinvested; accordingly, no U.S. income taxes have been provided thereon.the United States in future years. Upon repatriation of those earnings, if any, we wouldmay be subject to U.S. incometaxes, including withholding taxes, net of any applicable foreign tax credits, and foreign withholding taxes.credits. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable.

As of December 31, 20172021 and 2016,2020, we had unrecognized tax benefits of $0.7$3.1 million and $0.4$2.3 million, respectively, none of which the entire portion would affect our effective tax rate if recognized.recognized due to the valuation allowance. The following table summarizes the activity related to our unrecognized tax benefit from December 31, 2014January 1, 2019 to December 31, 20172021 (in thousands):

Balance as of December 31, 2014$286
Additions for tax positions in current years98
Additions for tax positions in prior years
Reductions due to lapse in statutes of limitations
Settlements
Balance as of December 31, 2015384
Additions for tax positions in current years171
Additions for tax positions in prior years
Reductions due to lapse in statutes of limitations(136)
Settlements
Balance as of December 31, 2016419
Additions for tax positions in current years232
Additions for tax positions in prior years
Reductions due to lapse in statutes of limitations
Settlements
Balance as of December 31, 2017$651
Balance as of December 31, 2018$1,039 
Additions for tax positions in current years536 
Additions for tax positions in prior years— 
Reductions due to lapse in statutes of limitations— 
Settlements— 
Balance as of December 31, 20191,575 
Additions for tax positions in current years702 
Additions for tax positions in prior years— 
Reductions due to lapse in statutes of limitations— 
Settlements— 
Balance as of December 31, 20202,277 
Additions for tax positions in current years812 
Additions for tax positions in prior years— 
Reductions due to lapse in statutes of limitations— 
Settlements— 
Balance as of December 31, 2021$3,089 

We recognize interest and penalties related to uncertain tax positions in income tax expense. During the year ended December 31, 2017, we reduced our liability for potential interest and penalties by $2,000. During the years ended December 31, 20162021, 2020, and 2015,2019, we recognized potential interest and penalties of $2,000 and $19,000, respectively, and thenominal amounts in interest. The cumulative balance of interest and penalties as of December 31, 20172021 and 2016 and was $33,000 and $35,000, respectively.2020 were not meaningful.

We anticipate that total unrecognized tax benefits will not decrease over the next year.

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APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We file income tax returns in the United StatesU.S. federal jurisdiction and in manyvarious state and foreign jurisdictions. TheDue to the NOL carryforward, tax years 20142016 through 20172021 remain open to examination by the major taxing jurisdictions to which we are subject. No materialThere are no open examinations are currently open.that would have a meaningful impact to our consolidated financial statements.


7.Stock-Based Compensation
11. Stock-Based Compensation

Equity Incentive Plans

In May 2017, our boardBoard of directorsDirectors adopted, and our stockholders approved, the 2017 Equity Incentive Plan (the “2017 Plan”), which became effective as of the date of the final prospectus for our IPO.initial public offering. The 2017 Plan provides for the grant of incentive stock options to employees and for the grant of nonstatutory stock options, restricted stock awards, restricted stock unit awards,RSUs, stock appreciation rights, performance-based stock awards, and other forms of equity compensation to employees,
APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



including officers, and to non-employee directors, and consultants. We initially reserved 6,421,442 shares of Class A common stock for issuance under the 2017 Plan, which included 421,442 shares that remained available for issuance under our 2007 Stock Option Plan (the “2007 Plan”) at the time that the 2017 Plan became effective. The number of shares reserved under the 2017 Plan increases for any shares subject to outstanding awards originally granted under the 2007 Plan that expire or are forfeited prior to exercise. As a result of the adoption of the 2017 Plan, no further grants may be made under the 2007 Plan. As of December 31, 2017,2021, there were 6,538,2627,178,269 shares of Class A common stock reserved for issuance under the 2017 Plan, of which 5,775,7703,920,861 were available to be issued.
The 2007 Plan provided for the grant of stock options to employees, directors, and officers.
Stock Options under the 2007 Plan are exercisable into shares of Class B common stock and generally expire ten years from the date of grant. Under the 2007 Plan, the exercise price of each award was established by the board of directors, but could not be less than the fair market value of a share of our common stock on the grant date. Options generally vest upon the satisfaction of both a service condition and a performance condition. The service condition is satisfied at various rates as determined by us, typically on an annual basis over five years. The performance condition required the occurrence of a qualifying event, defined as a change of control transaction or upon the completion of an IPO. The performance condition was satisfied upon the effectiveness of our IPO in May 2017, on which date we recognized $6.2 million of cumulative stock-based compensation expense using the accelerated attribution method from the service start date.

We estimate the fair value of stock options containing only a service condition using the Black-Scholes OPM,option pricing model, which requires the use of subjective assumptions, including the expected term of the option, the current price of the underlying stock, prior to our IPO, the expected stock price volatility, expected dividend yield, and the risk-free interest rate for the expected term of the option. The expected term represents the period of time the stock options are expected to be outstanding. Due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected term of the stock options, we use the simplified method to estimate the expected term for our stock options. Under the simplified method, the expected term of an option is presumed to be the mid-point between the vesting date and the end of the contractual term. Expected volatility is based on historical volatilities for our common stock and the publicly traded stock of comparable companies over the estimated expected term of the stock options. We assume no dividend yield because dividends are not expected to be paid in the near future, which is consistent with our history of not paying dividends.

In May 2019, our Board of Directors granted a stock option to purchase 700,000 shares of our Class A common stock to our Chief Executive Officer (the “2019 CEO Grant”) under the 2017 Plan with an exercise price of $33.98 per share. The 2019 CEO Grant is eligible to vest based on the achievement of a stock price appreciation target of our Class A common stock. Specifically, the 2019 CEO Grant vests when shares of our Class A common stock close at or above $84.63 per share for a period equal to or greater than 90 consecutive calendar days or upon the occurrence of a change in control in which the value of our Class A common stock is equal to or greater than $84.63 per share within five years of the grant date. The fair value of the 2019 CEO Grant was determined using a Monte Carlo simulation. The fair value of the award at the grant date was $9.5 million and is amortized over the derived service period of 2.6 years. Effective February 2021, the 2019 CEO Grant has satisfied all of the conditions required to be considered fully vested. As a result, we accelerated the recognition of approximately $3.3 million in stock-based compensation expense during the year ended December 31, 2021.
The following table summarizes the assumptions used to estimate the fair value of stock options granted during the years ended December 31:31, 2021, 2020, and 2019:

Year Ended December 31,
202120202019
Risk-free interest rate**2.1%
Expected term (in years)**2.6
Expected volatility**55.0%
Expected dividend yield**—%
* Not applicable because no stock options were granted during the period.
100
 2017 2016 2015 
Risk-free interest rate1.9% - 2.2% 1.3% - 1.5% 1.7% - 1.9% 
Expected term (in years)6.5 6.5 6.5 
Expected volatility38.1% - 40.6% 40.9% - 42.0% 39.7% - 44.4% 
Expected dividend yield—% —% —% 

Stock Options
The following table summarizes the stock option activity for the year ended December 31, 2017:
 
Number of
Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term (Years)
 
Aggregate
Intrinsic
Value
(in thousands)
Outstanding at January 1, 20176,784,448
 $4.65
 6.5 $44,259
Granted1,256,200
 11.92
    
Exercised(876,121) 1.27
   14,807
Canceled(153,640) 7.29
    
Outstanding at December 31, 20177,010,887
 6.36
 6.6 176,122
Exercisable at December 31, 20172,800,447
 2.07
 3.9 82,367

APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




The following table summarizes stock option activity for the years ended December 31, 2021, 2020, and 2019:

Number of SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Term (Years)Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 20185,021,068 $7.30 6.4$97,440 
Granted700,000 33.98 
Exercised(1,194,471)4.11 44,081 
Forfeited(67,986)10.17 
Outstanding at December 31, 20194,458,611 12.30 5.8115,501 
Granted— — 
Exercised(1,001,411)6.39 81,181 
Expired(1,380)11.82 
Forfeited(56,580)11.33 
Outstanding at December 31, 20203,399,240 14.06 4.9503,174 
Granted— — 
Exercised(423,824)6.55 43,525 
Expired(4,100)10.54 
Forfeited(17,960)11.78 
Outstanding at December 31, 20212,953,356 $15.16 4.0$147,812 
Exercisable at December 31, 20212,777,396 $15.37 3.9$138,434 

There were no stock options granted during the years ended December 31, 2021 and 2020. The weighted average grant-dategrant date fair value of stock options granted during the year ended December 31, 2017, 2016 and 20152019 was $5.05, $4.35 and $2.61$13.57 per share, respectively.share. The total fair value of stock options that vested during the year ended December 31, 2017 was $5.6 million. No stock options vested during the years ended December 31, 20162021, 2020, and 2015 because a qualifying event had not yet occurred.2019 was $10.8 million, $2.8 million, and $2.0 million, respectively. As of December 31, 2017,2021, the total compensation cost related to unvested stock options not yet recognized was $11.0$0.1 million, which will be recognized over a weighted average period of 2.80.4 years.
On April 25, 2017, our board of directors modified certain outstanding stock options nearing their expiration date to remove the performance condition. Stock options to purchase an aggregate of 216,160 shares of common stock were modified, and we recognized stock-based compensation expense of $2.4 million related to this modification.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Restricted Stock Units

The following table summarizes the restricted stock unitRSU activity for the yearyears ended December 31, 2017:2021, 2020, and 2019:

 Number of Shares Weighted Average Grant Date Fair Value
Non-vested outstanding at January 1, 2017
 $
Granted738,055
 22.15
Vested(4,930) 20.24
Canceled(1,150) 21.40
Non-vested outstanding at December 31, 2017731,975
 22.16
Number of SharesWeighted Average Grant Date Fair Value
Non-vested and outstanding at December 31, 20181,175,049 $26.04 
Granted436,912 40.70 
Vested(521,460)27.81 
Forfeited(67,666)26.38 
Non-vested and outstanding at December 31, 20191,022,835 31.39 
Granted589,692 60.47 
Vested(270,609)31.29 
Forfeited(176,915)32.01 
Non-vested and outstanding at December 31, 20201,165,003 46.04 
Granted488,462 108.98 
Vested(354,130)43.39 
Forfeited(89,806)62.72 
Non-vested and outstanding at December 31, 20211,209,529 $70.99 

As of December 31, 2017,2021, total unrecognized compensation cost related to unvested restricted stock unitsRSUs was approximately $15.6$76.2 million, which will be recognized over a weighted average period of 2.1 years.

In November 2018, our co-founders were granted 255,930 RSUs under the 2017 Plan at a fair value of $30.06 per share. The awards were approved by the Board of Directors. The value of these awards at the grant date was $7.7 million and was amortized over the weighted average remaining vesting period was 2.8 years.periods. The RSUs vested during the year ended December 31, 2020.

Stock-Based Compensation Expense

The following table summarizes the components of our stock-based compensation expense by instrument type for the yearyears ended December 31, 20172021, 2020, and 2019 (in thousands):

Year Ended December 31,
202120202019
RSUs$19,382 $10,745 $12,667 
Stock options3,839 4,164 3,408 
Common stock awards to Board of Directors623 370 368 
Total stock-based compensation expense$23,844 $15,279 $16,443 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 2017
Stock-based compensation expense related to stock option modifications$2,394
Cumulative stock-based compensation expense related to stock options recorded upon effectiveness of our IPO6,236
Post-IPO stock-based compensation expense related to stock options3,371
Stock-based compensation expense related to the issuance of common stock to directors222
Stock-based compensation expense related to restricted stock units753
Total stock-based compensation expense$12,976

Stock-based compensation expense for restricted stock units,RSUs, stock options, and issuances of common stock to the Board of Directors is included in the following line items in the accompanying consolidated statements of operations for the year ended December 31, 2017 (in thousands):
 2017
Cost of revenue 
Subscriptions, software and support$575
Professional services1,295
Operating expenses 
Sales and marketing3,233
Research and development2,822
General and administrative5,051
Total stock-based compensation expense$12,976
APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



For the years ended December 31, 20162021, 2020, and 2015, no stock-based compensation expense was recognized for our stock option awards because a qualifying event had not yet occurred.2019 (in thousands):


8.Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Convertible Preferred Stock
Year Ended December 31,
202120202019
Cost of revenue
Subscriptions$1,199 $943 $647 
Professional services3,131 1,477 2,748 
Operating expenses
Sales and marketing5,426 2,821 4,742 
Research and development5,224 2,718 3,480 
General and administrative8,864 7,320 4,826 
Total stock-based compensation expense$23,844 $15,279 $16,443 
Immediately prior to the completion
12. Stockholders' Equity

As of the IPO, all shares of convertible preferred stock then outstanding were automatically converted into 18,163,158 shares of common stock on a one-for-one basis, and then reclassified as shares of Class B common stock.
Summary of Activity
The following tables present a summary of activity for our convertible preferred stock issued and outstanding for the years ended December 31, 2017, 2016 and 2015 (dollar amounts in thousands):
 
Series A Convertible
Preferred Stock
 
Series B Convertible
Preferred Stock
 Amount Shares Amount Shares
Balance as of January 1, 2015$16,197
 12,043,108
 $37,500
 6,120,050
Accretion of dividends on convertible preferred stock861
 
 
 
Balance as of December 31, 2015$17,058
 12,043,108
 $37,500
 6,120,050
Accretion of dividends on convertible preferred stock857
 
 
 
Balance as of December 31, 2016$17,915
 12,043,108
 $37,500
 6,120,050
Accretion of dividends on convertible preferred stock357
 
 
 
Payment of accrued dividend to Series A convertible preferred stockholders(7,565) 
 
 
Conversion of convertible preferred stock to common stock(10,707) (12,043,108) (37,500) (6,120,050)
Balance as of December 31, 2017$
 
 $
 
Common Stock
Immediately prior to the completion of the IPO, all shares of common stock then outstanding were converted into Class B common stock on a one-for-one basis.  We offered and sold newly2021, we had authorized 500,000,000 shares of Class A common stock in the IPO.
and 100,000,000 shares of Class B common stock, each with a par value of $0.0001 per share, of which 39,964,298 shares of Class A common stock and 31,497,796 shares of Class B common stock were issued and outstanding. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. The holders of Class A common stock are entitled to one1 vote per share, and the holders of Class B common stock are entitled to ten10 votes per share on all matters that are subject to stockholder vote. The holders of Class B common stock also have approval rights for certain corporate actions. Each share of Class B common stock may be converted into one1 share of Class A common stock at the option of its holder and will be automatically converted into one share of Class A common stock upon transfer thereof, subject to certain exceptions. In addition, upon the date on which the outstanding shares of Class B common stock represent less than 10% of the aggregate voting power of our capital stock, all outstanding shares of Class B common stock shall convert automatically into Class A common stock.


9.Warrants
We previously issued a warrant to purchase 84,360 shares of Series A convertible preferred stock in conjunction with a credit facility with a lender at an exercise price of $0.8890513. Basic and Diluted Loss per share.  Immediately prior to the completion of the IPO, this warrant was converted into a warrant to purchase 84,360 shares of Class B common stock.  The fair value at the time of the conversion was $1.2 million and was recorded as additional paid-in capital and a reduction of the preferred stock warrant liability.  In May 2017, the warrant holder exercised the warrant and we issued 79,363 shares of Class B common stock through a cashless exercise of the warrant, in accordance with its terms.  Common Share


APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



10.Basic and Diluted Loss per Common Share
The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2021, 2020, and 2019 (in thousands, except share and per share data):

 Year Ended December 31,
 2017 2016 2015
Numerator:     
Net loss$(31,007) $(12,461) $(6,987)
Accretion of dividends on convertible preferred stock357
 857
 861
Net loss attributable to common stockholders$(31,364) $(13,318) $(7,848)
Denominator     
Weighted average common shares outstanding, basic and diluted49,529,833
 34,274,718
 34,274,718
Net loss per share attributable to common stockholders, basic and diluted$(0.63) $(0.39) $(0.23)
Year Ended December 31,
202120202019
Numerator:
Net loss$(88,641)$(33,477)$(50,714)
Denominator:
Weighted average common shares outstanding, basic and diluted71,036,490 69,050,565 65,479,327 
Net loss per share, basic and diluted$(1.25)$(0.48)$(0.77)

The following outstanding securities, prior to the use of the treasury stock method or the if-converted method, have been excluded from the calculationcomputation of weighted average commondiluted weighted-average shares outstanding for the respective periods below because the effect is anti-dilutive or performance or market conditions had notthey would have been met at the end of the period:antidilutive:

Year Ended December 31,
202120202019
Stock options2,953,356 3,399,240 4,458,611 
Non-vested restricted stock units1,209,529 1,165,003 1,022,835 
103
 Year Ended December 31,
 2017 2016 2015
Convertible preferred stock:     
Series A convertible preferred stock
 12,043,108
 12,043,108
Series B convertible preferred stock
 6,120,050
 6,120,050
Warrant to purchase Series A convertible preferred stock
 84,360
 84,360
Stock options7,010,887
 6,784,448
 4,589,988
Restricted stock units731,975
 
 


11.Commitments and Contingencies
Operating Leases
We lease office space and equipment in our headquarters location in Reston, Virginia, as well as in the United Kingdom, France, Germany, Canada, Italy, Australia and the Netherlands, under non-cancellable operating lease agreements which have various expiration dates through 2026 for our office space and various expiration dates through 2019 for our equipment.
A summary of our future minimum lease commitments by year as of December 31, 2017 is as follows (in thousands):
 Office Leases Equipment Leases
2018$7,722
 $405
20198,043
 216
20204,828
 22
20212,503
 
2022380
 
Thereafter1,046
 
Total$24,522
 $643
We record rent expense using the total minimum rent commitment, amortized using the straight-line method over the term of the lease. The difference between monthly rental payments and recorded rent expense is charged to deferred rent. As of

APPIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




December 31, 2017
14. Commitments and 2016, deferred rent totaled $2.0Contingencies

Contractual Warranty and Indemnification Obligations

We provide limited product warranties. Historically, any payments made under these provisions have been immaterial. We also agree to standard indemnification provisions in the ordinary course of business. Pursuant to these provisions, we agree to indemnify, hold harmless, and reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally our customers, in connection with certain intellectual property infringement claims by any third party arising from the use of our products or services in accordance with the agreement. The term of our contractual indemnity provisions often survives termination or expiration of the applicable agreement. We carry insurance that covers certain third-party claims relating to our services and limits our exposure. We have never incurred costs to defend lawsuits or settle claims related to these indemnification provisions.

Minimum Purchase Commitments

In July 2021, we executed a non-cancellable cloud hosting arrangement with Amazon Web Services (“AWS”) that contains provisions for minimum purchase commitments. Specifically, purchase commitments under the agreement total $131.0 million over five years, including $22.0 million in the first year, $25.0 million in the second year, and $2.4$28.0 million respectively,in each of the third, fourth, and is included within other current liabilitiesfifth years. The timing of payments under the agreement may vary, and other long-term liabilitiesthe total amount of payments may exceed the minimum depending on the accompanying consolidated balance sheets.
In September 2014, we entered into anvolume of services utilized. Spending under this agreement to sublease a certain rented facility to a subtenant. The sublease agreement commenced on November 1, 2014 and expired when the original lease agreement expired in October 2017. We received $0.5 million for the year ended December 31, 20172021 totaled $11.8 million.

Exclusive of the AWS contract, we have other non-cancellable agreements for subscription software products that contain provisions stipulating minimum purchase commitments. However, the annual purchase commitments under these contracts are, individually and $0.6 million forin the aggregate, immaterial to our consolidated statements of operations.

Letters of Credit

At each of the years ended December 31, 20162021 and 20152020, we had outstanding letters of credit totaling $11.2 million in rental income fromconnection with securing our leased office space. All letters of credit are secured by our borrowing arrangement as described in Note 9.

Legal

From time to time, we are subject to legal, regulatory, and other proceedings and claims that arise in the subtenant.ordinary course of business. There are no issues or resolutions of any matters expected to have a material adverse impact on our consolidated financial statements.
Total rent and lease expense was $7.0 million, $6.6 million and $4.6 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Other Commitments

We also have entered into a non-cancellable agreement for the use of technology that is integral in the development of our software and pay annual royalty fees of $0.3 million.
Letters
15. Segment and Geographic Information

We consider operating segments to be components of Credit
As of December 31, 2017our business in which separate financial information is available and 2016, we had outstanding letters of credit totaling $1.1 million and $1.3 million, respectively, in connection with securing our leased office space. All letters of credit are securedevaluated regularly by our borrowing arrangement as described in Note 5.
Legal
From timeChief Operating Decision Maker (“CODM”). Our CODM, who is our Chief Executive Officer, reviews financial information on a consolidated basis when deciding how to time,allocate resources and assessing performance. Accordingly, we are subject to legal, regulatory and other proceedings and claims that arise in the ordinary course of business. There are no issues or resolution of any matters that are expected tohave determined we have a material adverse impact on our consolidated financial statements.single reporting segment and operating unit structure.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12.

Segment and Geographic Information
The following table summarizes revenue by geography for the years ended December 31, 2021, 2020, and 2019 (in thousands):

Year Ended December 31,
2017 2016 2015202120202019
Domestic$128,997
 $107,069
 $89,043
Domestic$243,562 $201,483 $176,187 
International47,740
 25,854
 22,161
International125,697 103,090 84,165 
Total$176,737
 $132,923
 $111,204
Total$369,259 $304,573 $260,352 

With respect to geographic information, revenue is attributed to respective geographies based on the contracting address of the customer. There were no individual foreign countries from which more than 10% of our total revenue was attributable for the yearsyear ended December 31, 2017, 20162021. Revenue from customers attributed to the United Kingdom were 12.5% and 2015.12.2% of our total revenue for the year ended December 31, 2020 and 2019, respectively. Substantially all of our long-lived assets were held in the United States as of December 31, 20172021 and December 31, 2016.2020.


13.Retirement Plans
16. Retirement Plans

We have a defined contribution 401(k) retirement and savings plan (the “401(k) Plan”“Plan”) to provide retirement benefits for all eligible employees. AllWith limited exceptions, all employees who have completed forty-five daysover the age of service and are at least twenty-one years21 on the first day of agethe month immediately following the month of hiring are eligible to participate in the 401(k) Plan. The 401(k)Plan excludes United States expatriate employees, employees who are residents of Puerto Rico, and employees covered by another country’s pension retirement plan who are receiving employer contributions in that plan. The Plan allows eligible employees to make salary-deferred contributions up to 75% of their pre-tax annual compensation, as defined and subject to certainin the Plan, as long as the total contributed does not exceed the annual maximum allowable amount under the Internal Revenue Service limitations. EmployerCode. The Company makes a semi-monthly matching contribution of 100% of the employee's contribution for that pay period, up to a maximum of 4% of the employee's eligible gross compensation for that pay period. Company contributions vest at 25% perratably based on years of service over a four year over four years.period, beginning with the completion of the first year of service. For the years endingended December 31, 2017, 20162021, 2020, and 2015,2019, we incurred $3.3$8.7 million, $2.6$6.8 million, and $1.9$5.5 million, respectively, in contribution expense related to the employer matching contributions.

We are obligated to make plan contributions for the employees of certain of our wholly-owned foreign subsidiaries. For the years endingended December 31, 2017, 20162021, 2020, and 2015,2019, we incurred $0.9$2.4 million, $0.7$1.7 million, and $0.5$1.5 million, respectively, in contribution expense related to our foreign subsidiaries.


17. Investments and Fair Value Measurements

Fair Value Measurements

We use a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires us to use observable inputs when available and to minimize the use of unobservable inputs when determining fair value. The three tiers are defined as follows:

Level 1. Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs for which there is little or no market data, which require us to develop our own assumptions.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. There were no instruments measured at fair value on a recurring basis using significant unobservable inputs during the years ended December 31, 2021 and 2020.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




14.Selected Quarterly Information (Unaudited)
The following table sets forth unaudited quarterly consolidated statementsvaluation techniques that may be used to measure fair value are as follows:

Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities;

Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts; and

Cost approach - Based on the amount that currently would be required to replace the service capacity of operations data for eachan asset (i.e., replacement cost).

The carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value as of December 31, 2021 and December 31, 2020 because of the eight quarters in 2017 and 2016. The information for eachrelatively short duration of these quarters has been prepared on the same basisinstruments.

Investments

Our investment portfolio consists largely of debt investments classified as the audited annual consolidated financial statements included in this Annual Report on Form 10-K. In our opinion, the quarterly financial data reflects all adjustments, which consist only of normal recurring adjustments that we consider necessary for a fair presentation of this data. The quarterly financial data should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. These quarterly results are not necessarily indicative of our operating results to be expectedavailable-for-sale. Changes in the future.fair value of available-for-sale securities, excluding other-than-temporary impairments, are recorded in other comprehensive income (loss). Our investments as of December 31, 2021 and 2020 are as follows (in thousands):

As of December 31, 2021
Fair Value MeasurementBalance Sheet Classification
Fair Value LevelCost BasisUnrealized Gains (Losses)Market ValueCash and Cash EquivalentsShort-term Investments and Marketable SecuritiesLong-term Investments
Money market fundLevel 1$38,301 $— $38,301 $38,301 $— $— 
U.S. Treasury bondsLevel 18,171 — 8,171 — 8,171 — 
Commercial paperLevel 223,312 — 23,312 — 23,312 — 
Corporate bondsLevel 220,107 (14)20,093 — 8,049 12,044 
Asset-backed securitiesLevel 215,655 (8)15,647 — 15,647 — 
Total investments$105,546 $(22)$105,524 $38,301 $55,179 $12,044 

As of December 31, 2020
Fair Value MeasurementBalance Sheet Classification
Fair Value LevelCost BasisUnrealized Gains (Losses)Market ValueCash and Cash EquivalentsShort-Term Investments and Marketable SecuritiesLong-Term Investments
Money market fundLevel 1$27,150 $— $27,150 $27,150 $— $— 
U.S. Treasury bondsLevel 124,445 (3)24,442 — 16,273 8,169 
Commercial paperLevel 276,905 — 76,905 16,493 60,412 — 
Corporate bondsLevel 234,738 (11)34,727 — 27,542 7,185 
Asset-backed securitiesLevel 226,373 (8)26,365 — 5,599 20,766 
Total investments$189,611 $(22)$189,589 $43,643 $109,826 $36,120 

There were no Level 3 assets held at any point during the year ended December 31, 2021 and 2020. Additionally, there were no transfers between Levels 1 and 2 during the year ended December 31, 2021 and 2020.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Three Months Ended
 Dec 31, 2017 Sep 30, 2017 Jun 30, 2017 Mar 31, 2017 Dec 31, 2016 Sep 30, 2016 Jun 30, 2016 Mar 31, 2016
 (in thousands)
 (unaudited)
Consolidated Statement of               
Operations Data:               
Revenue:               
Subscriptions, software and support$25,398
 $22,660
 $22,012
 $21,444
 $19,365
 $17,668
 $17,321
 $15,618
Professional services25,164
 21,988
 21,186
 16,885
 14,382
 13,077
 15,146
 20,346
Total revenue50,562
 44,648
 43,198
 38,329
 33,747
 30,745
 32,467
 35,964
Cost of revenue:               
Subscriptions, software and support2,488
 2,341
 2,488
 2,062
 1,929
 1,890
 1,836
 1,782
Professional services16,169
 14,272
 14,149
 10,628
 8,670
 9,315
 11,723
 12,978
Total cost of revenue18,657
 16,613
 16,637
 12,690
 10,599
 11,205
 13,559
 14,760
Gross profit31,905
 28,035
 26,561
 25,639
 23,148
 19,540
 18,908
 21,204
Operating expenses:               
Sales and marketing22,463
 19,725
 22,775
 17,003
 14,660
 14,480
 13,831
 11,166
Research and development8,968
 8,596
 9,971
 7,300
 6,069
 6,702
 5,296
 4,927
General and administrative7,429
 6,237
 8,635
 4,849
 4,260
 4,531
 4,318
 3,930
Total operating expenses38,860
 34,558
 41,381
 29,152
 24,989
 25,713
 23,445
 20,023
Operating (loss) income(6,955) (6,523) (14,820) (3,513) (1,841) (6,173) (4,537) 1,181
Other (income) expense:               
Other (income) expense, net(380) (425) (734) (499) 1,663
 (67) 733
 (537)
Interest expense (income)22
 (2) 197
 256
 256
 243
 241
 242
Total other (income) expense(358) (427) (537) (243) 1,919
 176
 974
 (295)
Net (loss) income before income taxes(6,597) (6,096) (14,283) (3,270) (3,760) (6,349) (5,511) 1,476
Income tax expense (benefit)272
 188
 176
 125
 423
 (1,610) (1,217) 721
Net (loss) income(1)
$(6,869) $(6,284) $(14,459) $(3,395) $(4,183) $(4,739) $(4,294) $755
The amortized cost basis and fair value of debt securities at December 31, 2021 and 2020, by contractual maturity, are as follows (in thousands):
(1)     In
As of December 31, 2021
Cost BasisFair Value
Due in one year or less$93,497 $93,480 
Due after one year through five years12,049 12,044 
Total investments$105,546 $105,524 

As of December 31, 2020
Cost BasisFair Value
Due in one year or less$153,483 $153,469 
Due after one year through five years36,128 36,120 
Total investments$189,611 $189,589 

Actual maturities may differ from the second quarter of 2017, we recorded $6.2 million of cumulative stock-based compensation expense uponcontractual maturities in the table above because borrowers have the right to call or prepay certain obligations.
effectiveness of our IPO and $2.4 million of stock-based compensation expense related to the stock option modifications.
See Note 7 for further discussion of stock-based compensation expense.

18. Subsequent Events

15.Subsequent Events
In preparingJanuary 2022, our consolidated financial statements,Chief Executive Officer exercised the 2019 CEO Grant of stock options as described in Note 11. Pursuant to this exercise, we evaluated subsequent events through February 23, 2018, which isreceived cash proceeds from the date that the consolidated financial statements were available to be issued.exercise of common stock options totaling $23.8 million.




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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.

Not applicable.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2017.2021. Based on the evaluation of our disclosure controls and procedures as of December 31, 2017,2021, our Chief Executive Officer and Chief Financial Officer concluded, that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) of the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013). Based on this assessment, management concluded that, as of December 31, 2021, our internal control over financial reporting was effective.

Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Lana Labs GmbH, which was acquired in August 2021. We began consolidating the results of Lana Labs in the 2021 consolidated financial statements of Appian Corporation in connection with the acquisition, which represented approximately 6.0% of total assets as of December 31, 2021 and 0.1% of total revenue for the year ended December 31, 2021. Due to the timing of this acquisition and as permitted by SEC guidance, management excluded Lana Labs from its December 31, 2021 assessment of internal control over financial reporting.

The Annual Report on Form 10-K does not include aincludes an attestation report of management's assessmentour independent registered public accounting firm regarding internal control over financial reporting, due to a transition period established by ruleswhich appears in Part II, Item 8 of the SEC for newly public companies.this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 20172021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of a
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simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.


Item 9B. Other Information.
On February 21, 2018, the Compensation Committee of our Board of Directors recommended, and our Board of Directors approved, a Senior Executive Cash Incentive Bonus Plan, or Bonus Plan, and authorized cash incentive bonuses based on corporate performance during our 2018 fiscal year under the Bonus Plan for certain key executives, including Matthew Calkins, our Chief Executive Officer, and Mark Lynch, our Chief Financial Officer. For 2018, total bonus
Not applicable.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.


APPIAN CORPORATION AND SUBSIDIARIES
109

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




opportunities will be based on achievement of annual objectives related to subscription revenues and new subscription customers. For 2018, Mr. Calkins’ target bonus opportunity under the Bonus Plan is $250,000 and Mr. Lynch’s target bonus opportunity under the Bonus Plan is $50,000. A copy of the Senior Executive Cash Incentive Bonus Plan is filed with this report as Exhibit 10.11 and is incorporated herein by reference.




PARTPart III


Item 10. Directors, Executive Officers and Corporate Governance.

The information required by this item is incorporated by reference to our Proxy Statement for our 20182022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December��December 31, 2017.2021.

We have adopted a Code of Conduct, applicable to all of our employees, executive officers, and directors. The Code of Conduct is available on our website at www.appian.com. We expect that any amendments to the Code of Conduct or any waivers of its requirements,requirement will be disclosed on our website (www.appian.com) as required by applicable law or the listing standards of the Nasdaq Stock Market. The information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.


Item 11. Executive Compensation.

The information required by this item is incorporated by reference to our Proxy Statement for our 20182022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2017.2021.


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item is incorporated by reference to our Proxy Statement for our 20182022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2017.2021.


Item 13. Certain Relationships and Related Transactions and Director Independence.

The information required by this item is incorporated by reference to our Proxy Statement for our 20182022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2017.2021.


Item 14. Principal Accounting Fees and Services.

The information required by this item is incorporated by reference to our Proxy Statement for our 20182022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2017.2021.




PART
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Part IV


Item 15. Exhibits, Financial Statement Schedules.


(a) The following documents are filed as part of this Annual Report:Report on Form 10-K:


(1) Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm are shown in the Index to Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.


(2) All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.


(3) Exhibits are incorporated herein by reference or are filed with this Annual Report on Form 10-K as indicated below.


(b) Exhibits

Exhibit
Number
No.
DescriptionReference
3.1
Amended and Restated Certificate of Incorporation of Appian Corporation.
Amended and Restated Bylaws of Appian Corporation.
Form of Class A common stock certificate of Appian Corporation.
Amended and Restated Investors' Rights Agreement by and among Appian Corporation and certain of its stockholders, dated February 21, 2014.
2007 Stock Option Plan and Form of Option Agreement and Exercise Notice thereunder, as amended to date.
2017 Equity Incentive Plan and Forms of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice thereunder.
Non-Employee Director Compensation Plan.
Form of Indemnification Agreement by and between Appian Corporation and each of its directors and executive officers.
Employment Agreement, dated as of September 7, 2012, by and between Appian Corporation and Matthew Calkins.
Employment Agreement, dated as of September 8, 2009, by and between Appian Corporation and Edward Hughes.
Form of Amended and Restated Employment Agreement, dated as of April 27, 2017, by and between Appian Corporation and each of Mark Lynch and Chris Winters.
Sublease Agreement, dated as of December 10, 2013, by and between Appian Corporation and College Entrance Examination Board, as amended to date.
Software Enterprise OEM License Agreement, dated as of June 15, 2016, by and between Appian Corporation and Kx Systems, Inc.
Third Amended and Restated Loan and Security Agreement, dated as of November 1, 2017, by and between Appian Corporation and Silicon Valley Bank.
Senior Executive Cash Incentive Bonus Plan.


Forms of Restricted Stock Unit Grant Notices and Restricted Stock Unit Award Agreements under 2017 Equity Incentive Plan.

Forms of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under 2017 Equity Incentive Plan.

2017 Equity Incentive Plan French Qualifying Sub-Plan, with Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement thereunder.

2017 Equity Incentive Plan CSOP Sub-Plan for UK Eligible Employees, with Forms of CSOP Stock Option Grant Notice and CSOP Option Agreement thereunder.

Subsidiaries of Appian Corporation.
Consent of BDO USA, LLP, independent registered public accounting firm.
Power of Attorney. Reference is made to the signature page hereto.
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Forrester Research Consent.
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

(1)Previously filed as Exhibit 3.2 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 (File No. 333-217510), filed with the Securities and Exchange Commission on May 12, 2017, and incorporated herein by reference.
(2)3.2Amended and Restated Bylaws of Appian Corporation.
(3)4.1Form of Class A common stock certificate of Appian Corporation.
(4)4.2Amended and Restated Investors' Rights Agreement by and among Appian Corporation and certain of its stockholders, dated February 21, 2014.
(5)4.3Description of Securities.
10.1
2007 Stock Option Plan and Form of Option Agreement and Exercise Notice thereunder, as amended to date.+


(6)10.2
2017 Equity Incentive Plan and Forms of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice thereunder.+
(7)10.3
Non-Employee Director Compensation Plan, as amended December 16, 2020.+
(8)10.4
Form of Indemnification Agreement by and between Appian Corporation and each of its directors and executive officers.+
(9)10.5
Employment Agreement, dated as of September 7, 2012, by and between Appian Corporation and Matthew Calkins.+
111


(10)10.6Previously filed
Form of Amended and Restated Employment Agreement, dated as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-217510), filed with the Securities and Exchange Commission onof April 27, 2017, by and incorporated herein by reference.between Appian Corporation and each of Mark Lynch and Chris Winters.+
(11)
(12)10.7
Senior Executive Cash Incentive Bonus Plan.+
(13)10.8
Forms of Restricted Stock Unit Grant Notices and Restricted Stock Unit Award Agreements under 2017 Equity Incentive Plan.+
10.9
Forms of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under 2017 Equity Incentive Plan.+
10.10
2017 Equity Incentive Plan French Qualifying Sub-Plan, with Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement thereunder.+
10.11
2017 Equity Incentive Plan CSOP Sub-Plan for UK Eligible Employees, with Forms of CSOP Stock Option Grant Notice and CSOP Option Agreement thereunder.+
10.12Deed of Lease, dated April 17, 2018, between Appian Corporation and Tamares 7950 Owner LLC.
10.13First Amendment to Deed of Lease, dated December 23, 2019, between Appian Corporation and Tamares 7950 Owner LLC.
10.14Second Amendment to Deed of Lease, effective as of January 1, 2020, between Appian Corporation and Tamares 7950 Owner LLC.
10.15
Software Enterprise OEM License Agreement, dated as of June 15, 2016, by and between Appian Corporation and Kx Systems, Inc.
(14)10.16Addendum No. 1 to Software Enterprise OEM License Agreement, dated as of August 20, 2019, by and between Appian Corporation and Kx Systems, Inc.
10.17
Third Amended and Restated Loan and Security Agreement, dated as of November 1, 2017, by and between Appian Corporation and Silicon Valley Bank.
(15)10.18
Employment Agreement, dated as of September 7, 2012, by and between Appian Corporation and Robert Kramer.+
10.19
Employment Agreement, dated as of May 6, 2020, by and between Appian Corporation and Eric Cross.+
10.20
Appian Corporation Employee Stock Purchase Plan.+
10.21Third Amendment to Deed of Lease, dated as of November 30, 2021, between Appian Corporation and Tamares 7950 Owner LLC.
112


10.22Agreement of Sublease, dated as of November 30, 2021, between Appian Corporation and Octagon, Inc.
10.23Agreement on the Sale and Transfer of Shares dated as of August 4, 2021, by and among Appian Europe Ltd., and each of the Sellers and Managers identified therein.
+Indicates management contract or compensatory plan.
10.24Confidential treatment requestedFirst Loan Modification Agreement, dated as to certain portions, which portions have been omittedof December 30, 2021, by and filed separately with the Securitiesbetween Appian Corporation and Exchange Commission.Silicon Valley Bank.
#Filed herewith.
*21.1This certificationSubsidiaries of Appian Corporation.
23.1Consent of BDO USA, LLP, independent registered public accounting firm.
24.1Power of Attorney. Reference is deemed not filed for purposesmade to the signature page hereto.Filed herewith.
31.1Certification of Section 18 ofPrincipal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, or otherwise subjectAdopted Pursuant to Section 302 of the liability of that section, nor shall it be deemed incorporated by reference into any filing under the SecuritiesSarbanes-Oxley Act of 1933, as amended, or2002.
31.2Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INSXBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.Attached.
101.SCHInline XBRL Taxonomy Extension Schema DocumentAttached.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentAttached.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentAttached.
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentAttached.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentAttached.
104Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101)Attached.

+    Indicates management contract or compensatory plan.
†     Confidential treatment has been granted as to certain portions of this exhibit. These portions have been omitted and filed separately with the Securities and Exchange Commission.
*     This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 16. Form 10-K Summary.

Not applicable.
113





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

APPIAN CORPORATION
February 17, 2022APPIAN CORPORATION
By:
Date: February 23, 2018By:/s/ Matthew Calkins
Name: Matthew Calkins
Title: Chief Executive Officer and Chairman of the Board
(On behalf of the Registrant and as Principal (Principal Executive Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Matthew Calkins, Mark Lynch, and Christopher Winters, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Matthew Calkins
Matthew Calkins
Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
February 23, 201817, 2022
/s/ Mark Lynch
Mark Lynch
Chief Financial Officer
(Principal Financial Officer)
February 17, 2022
/s/ Mark Matheos
Mark Matheos
Chief Accounting Officer and
(Principal Accounting Officer)
February 23, 201817, 2022
/s/ Robert C. Kramer
Robert C. Kramer
General Manager and DirectorFebruary 23, 201817, 2022
/s/ A.G.W. “Jack” Biddle, III
A.G.W. "Jack" Biddle, IIIA.G.W. "Jack" Biddle, III
DirectorFebruary 23, 201817, 2022
/s/ Prashanth “PV” Boccassam
Prashanth “PV” Boccassam
DirectorFebruary 23, 201817, 2022
/s/ Michael G. Devine
Michael G. Devine
DirectorFebruary 23, 201817, 2022
/s/ Barbara “Bobbie” Kilberg
Barbara “Bobbie” Kilberg
DirectorFebruary 23, 201817, 2022
/s/ Michael J. Mulligan
Michael J. Mulligan
DirectorFebruary 23, 201817, 2022



104
114