UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~September 30, 2022.

☐ 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 001-37468

AppFolio, Inc.

(Exact name of registrant as specified in its charter)

Delaware

26-0359894

(State of incorporation or organization)

(I.R.S. Employer Identification No.)

5070 Castilian Drive

93117

Santa Barbara,

California

(Address of principal executive offices)

(Zip Code)

(805) 364-6093

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A common stock, $0.0001 par value	APPF	NASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~May 2,~~October 20, 2022, the number of shares of the registrant’s Class A common stock outstanding was ~~20,063,547~~20,414,695 and the number of shares of the registrant’s Class B common stock outstanding was ~~14,836,256.~~14,746,432.

Table of Contents

TABLE OF CONTENTS


						Page No.
Forward-Looking Statements						1
Part I. Financial Information						2
Item 1. Condensed Consolidated Financial Statements (Unaudited)						2
Condensed Consolidated Balance Sheets as of ~~March 31,~~September 30, 2022 and December 31, 2021						3
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended ~~March 31,~~September 30, 2022 and 2021						4
Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended ~~March 31,~~September 30, 2022 and 2021						5
Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended ~~March 31,~~September 30, 2022 and 2021						6
Condensed Consolidated Statements of Cash Flows for the ~~Three~~Nine Months Ended ~~March 21,~~September 30, 2022 and 2021						78
Notes to Condensed Consolidated Unaudited Financial Statements						910
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						1920
Item 3. Qualitative and Quantitative Disclosure about Market Risk						2426
Item 4. Controls and Procedures						2526
Part II. Other Information						2628
Item 1. Legal Proceedings						2628
Item 1A. Risk Factors						2628
Item 5. Other Information						28
Item 6. Exhibits						2629
Signatures

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the fiscal quarter ended ~~March 31,~~September 30, 2022 (this "Quarterly Report"), contains forward-looking statements within the meaning of federal securities laws, which statements involve substantial risks and uncertainties. The forward-looking statements made in this Quarterly Report are based primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results, and prospects and relate only to events as of the date on which the statements are made. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “might,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report and "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (our "Annual Report"), as well as in the other reports we file with the Securities and Exchange Commission (the "SEC"). You should read this Quarterly Report, and the other documents we file with the SEC, with the understanding that our actual future results may be materially different from the results expressed or implied by these forward-looking statements. As such, you should not rely upon forward-looking statements as predictions of future events. Examples of forward-looking statements include, among others, statements made regarding changes in the competitive environment, responding to customer needs, research and product development plans, future products and services, growth in the size of our business and number of customers, strategic plans and objectives, business forecasts and plans, our future or assumed financial condition, results of operations and liquidity, trends affecting our business and industry, capital needs and financing plans, capital resource allocation plans, share repurchase plans, and commitments and contingencies, including with respect to the outcome of legal proceedings or regulatory matters. Any forward-looking statement made by us in this Quarterly Report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as required by law.

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

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APPFOLIO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except par values)


		March 31, 2022		December 31, 2021			September 30, 2022		December 31, 2021
Assets	Assets					Assets
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	49,536	$	57,847	Cash and cash equivalents	$	67,232	$	57,847
Investment securities—current	Investment securities—current	78,389		64,600		Investment securities—current	72,018		64,600
Accounts receivable, net	Accounts receivable, net	16,154		12,595		Accounts receivable, net	14,884		12,595
Prepaid expenses and other current assets	Prepaid expenses and other current assets	25,495		23,553		Prepaid expenses and other current assets	22,660		23,553
Total current assets	Total current assets	169,574		158,595		Total current assets	176,794		158,595
Investment securities—noncurrent	Investment securities—noncurrent	45,851		61,076		Investment securities—noncurrent	45,200		61,076
Property and equipment, net	Property and equipment, net	30,582		30,479		Property and equipment, net	27,633		30,479
Operating lease right-of-use assets	Operating lease right-of-use assets	40,570		41,710		Operating lease right-of-use assets	28,539		41,710
Capitalized software development costs, net	Capitalized software development costs, net	39,277		41,212		Capitalized software development costs, net	36,002		41,212
Goodwill	Goodwill	56,147		56,147		Goodwill	56,060		56,147
Intangible assets, net	Intangible assets, net	10,558		11,711		Intangible assets, net	5,810		11,711

Other long-term assets	Other long-term assets	7,475		7,087		Other long-term assets	8,844		7,087
Total assets	Total assets	$	400,034	$	408,017	Total assets	$	384,882	$	408,017
Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	4,809	$	1,704	Accounts payable	$	1,508	$	1,704
Accrued employee expenses—current	Accrued employee expenses—current	25,151		30,065		Accrued employee expenses—current	29,496		30,065
Accrued expenses	Accrued expenses	14,470		13,284		Accrued expenses	16,161		13,284
Deferred revenue		3,692		2,512

Other current liabilities	Other current liabilities	5,898		5,077		Other current liabilities	10,600		7,589

Total current liabilities	Total current liabilities	54,020		52,642		Total current liabilities	57,765		52,642

Operating lease liabilities	Operating lease liabilities	54,985		55,733		Operating lease liabilities	53,256		55,733

Other liabilities	Other liabilities	2,286		2,261		Other liabilities	1,989		2,261
Total liabilities	Total liabilities	111,291		110,636		Total liabilities	113,010		110,636
Commitments and contingencies (Note 8)	Commitments and contingencies (Note 8)	0		0		Commitments and contingencies (Note 8)
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:

Class A common stock	Class A common stock	2		2		Class A common stock	2		2
Class B common stock	Class B common stock	2		2		Class B common stock	2		2
Additional paid-in capital	Additional paid-in capital	178,924		171,930		Additional paid-in capital	197,199		171,930
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(1,539)		(194)		Accumulated other comprehensive loss	(2,553)		(194)
Treasury stock	Treasury stock	(25,756)		(25,756)		Treasury stock	(25,756)		(25,756)
Retained earnings	Retained earnings	137,110		151,397		Retained earnings	102,978		151,397
Total stockholders’ equity	Total stockholders’ equity	288,743		297,381		Total stockholders’ equity	271,872		297,381
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	400,034	$	408,017	Total liabilities and stockholders’ equity	$	384,882	$	408,017

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

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APPFOLIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share amounts)


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021				2022		2021		2022		2021
Revenue	Revenue	$	105,296	$	78,921		Revenue	$	125,079	$	95,809	$	347,825	$	263,770
Costs and operating expenses:	Costs and operating expenses:						Costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization)(1)	Cost of revenue (exclusive of depreciation and amortization)(1)	43,347		33,298			Cost of revenue (exclusive of depreciation and amortization)(1)	50,707		38,730		141,484		104,847
Sales and marketing(1)	Sales and marketing(1)	24,919		16,179			Sales and marketing(1)	25,644		19,362		77,558		53,255
Research and product development(1)	Research and product development(1)	24,320		14,383			Research and product development(1)	28,959		16,500		79,966		46,389
General and administrative(1)	General and administrative(1)	18,964		13,361			General and administrative(1)	19,347		13,404		76,258		40,971
Depreciation and amortization	Depreciation and amortization	8,415		7,369			Depreciation and amortization	8,241		7,826		24,977		22,844
Total costs and operating expenses	Total costs and operating expenses	119,965		84,590			Total costs and operating expenses	132,898		95,822		400,243		268,306
Loss from operations	Loss from operations	(14,669)		(5,669)			Loss from operations	(7,819)		(13)		(52,418)		(4,536)
Other (loss) income, net		(10)		562
Other income (loss), net							Other income (loss), net	4,221		(353)		4,256		705
Interest income	Interest income	107		53			Interest income	374		65		632		173
Loss before benefit from income taxes		(14,572)		(5,054)
Benefit from income taxes		(285)		(5,533)
Loss before provision for (benefit from) income taxes							Loss before provision for (benefit from) income taxes	(3,224)		(301)		(47,530)		(3,658)
Provision for (benefit from) income taxes							Provision for (benefit from) income taxes	938		(160)		889		(6,017)
Net (loss) income	Net (loss) income	$	(14,287)	$	479		Net (loss) income	$	(4,162)	$	(141)	$	(48,419)	$	2,359

Net (loss) income per common share:	Net (loss) income per common share:						Net (loss) income per common share:
Basic	Basic	$	(0.41)	$	0.01		Basic	$	(0.12)	$	—	$	(1.39)	$	0.07
Diluted	Diluted	$	(0.41)	$	0.01		Diluted	$	(0.12)	$	—	$	(1.39)	$	0.07
Weighted average common shares outstanding:	Weighted average common shares outstanding:						Weighted average common shares outstanding:
Basic	Basic	34,836		34,409			Basic	35,043		34,614		34,936		34,525
Diluted	Diluted	34,836		35,712			Diluted	35,043		34,614		34,936		35,695

(1) Includes stock-based compensation expense as follows:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021				2022		2021		2022		2021
Stock-based compensation expense included in costs and operating expenses:	Stock-based compensation expense included in costs and operating expenses:						Stock-based compensation expense included in costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization)	Cost of revenue (exclusive of depreciation and amortization)	$	358	$	471		Cost of revenue (exclusive of depreciation and amortization)	$	789	$	575	$	1,873	$	1,509
Sales and marketing	Sales and marketing	1,460		402			Sales and marketing	2,023		738		5,496		1,587
Research and product development	Research and product development	2,806		857			Research and product development	4,330		1,451		11,160		3,522
General and administrative	General and administrative	2,794		1,046			General and administrative	3,688		1,299		9,680		3,435
Total stock-based compensation expense	Total stock-based compensation expense	$	7,418	$	2,776		Total stock-based compensation expense	$	10,830	$	4,063	$	28,209	$	10,053

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

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APPFOLIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(UNAUDITED)

(in thousands)


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021				2022		2021		2022		2021
Net (loss) income	Net (loss) income	$	(14,287)	$	479		Net (loss) income	$	(4,162)	$	(141)	$	(48,419)	$	2,359
Other comprehensive loss:	Other comprehensive loss:						Other comprehensive loss:
Changes in unrealized losses on investment securities	Changes in unrealized losses on investment securities	(1,345)		(18)			Changes in unrealized losses on investment securities	(614)		(7)		(2,359)		(73)
Comprehensive (loss) income	Comprehensive (loss) income	$	(15,632)	$	461		Comprehensive (loss) income	$	(4,776)	$	(148)	$	(50,778)	$	2,286

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

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APPFOLIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(UNAUDITED)

(in thousands)


										Accumulated																									Accumulated
								Additional		Other																						Additional			Other
		Common Stock			Common Stock			Paid-in		Comprehensive		Treasury		Retained							Common Stock					Common Stock						Paid-in			Comprehensive			Treasury			Retained
		Class A			Class B			Capital		Loss		Stock		Earnings		Total					Class A					Class B						Capital			Loss			Stock			Earnings			Total
		Shares	Amount		Shares	Amount															Shares			Amount		Shares			Amount
Balance December 31, 2021		19,417	$	2	15,408	$	2	$	171,930	$	(194)	$	(25,756)	$	151,397	$	297,381
Balance at December 31, 2021																		Balance at December 31, 2021	19,417			$	2		15,408		$	2		$	171,930		$	(194)		$	(25,756)		$	151,397		$	297,381
Exercise of stock options	Exercise of stock options	17	—		—	—		100		—		—		—		100				Exercise of stock options	17			—		—			—			100			—			—			—			100
Stock based compensation		—	—		—	—		7,967		—		—		—		7,967
Stock-based compensation																		Stock-based compensation	—			—			—		—			7,967			—			—			—			7,967
Vesting of restricted stock units, net of shares withheld for taxes	Vesting of restricted stock units, net of shares withheld for taxes	17	—		—	—		(1,073)		—		—		—		(1,073)				Vesting of restricted stock units, net of shares withheld for taxes	17			—		—			—			(1,073)			—			—			—			(1,073)
Conversion of Class B shares to Class A shares		572	—		(572)	—		—		—		—		—		—
Conversion of Class B common stock to Class A common stock																		Conversion of Class B common stock to Class A common stock	572			—			(572)		—			—			—			—			—			—
Other comprehensive loss																		Other comprehensive loss	—			—			—		—			—			(1,345)			—			—			(1,345)
Net loss																		Net loss	—			—			—		—			—			—			—			(14,287)			(14,287)
Balance at March 31, 2022																		Balance at March 31, 2022	20,023			$	2		14,836		$	2		$	178,924		$	(1,539)		$	(25,756)		$	137,110		$	288,743
Exercise of stock options																		Exercise of stock options	41			—			27		—			503			—			—			—			503
Stock-based compensation																		Stock-based compensation	—			—			—		—			10,639			—			—			—			10,639
Vesting of restricted stock units, net of shares withheld for taxes																		Vesting of restricted stock units, net of shares withheld for taxes	66			—			—		—			(4,524)			—			—			—			(4,524)
Conversion of Class B common stock to Class A common stock																		Conversion of Class B common stock to Class A common stock	37			—			(37)		—			—			—			—			—			—
Issuance of restricted stock awards																		Issuance of restricted stock awards	6			—			—		—			—			—			—			—			—
Other comprehensive loss																		Other comprehensive loss	—			—			—		—			—			(400)			—			—			(400)

Net loss																		Net loss	—			—			—		—			—			—			—			(29,970)			(29,970)
Balance June 30, 2022																		Balance June 30, 2022	20,173			$	2		14,826		$	2		$	185,542		$	(1,939)		$	(25,756)		$	107,140		$	264,991
Exercise of stock options																		Exercise of stock options	102			—			—		—			1,976			—			—			—			1,976
Stock-based compensation																		Stock-based compensation	—			—			—		—			11,665			—			—			—			11,665
Vesting of restricted stock units, net of shares withheld for taxes																		Vesting of restricted stock units, net of shares withheld for taxes	32			—			—		—			(1,984)			—			—			—			(1,984)
Conversion of Class B common stock to Class A common stock																		Conversion of Class B common stock to Class A common stock	80			—			(80)		—			—			—			—			—			—

Other comprehensive loss	Other comprehensive loss	—	—		—	—		—		(1,345)		—		—		(1,345)				Other comprehensive loss	—			—		—			—			—			(614)			—			—			(614)

Net loss	Net loss	—	—		—	—		—		—		—		(14,287)		(14,287)				Net loss	—			—		—			—			—			—			—			(4,162)			(4,162)
Balance March 31, 2022		20,023	$	2	14,836	$	2	$	178,924	$	(1,539)	$	(25,756)	$	137,110	$	288,743
Balance September 30, 2022																		Balance September 30, 2022	20,387			$	2		14,746		$	2		$	197,199		$	(2,553)		$	(25,756)		$	102,978		$	271,872

Accumulated
Additional Other
Common Stock Common Stock Paid-in Comprehensive Treasury Retained
Class A Class B Capital Income Stock Earnings Total
Shares Amount Shares Amount
Balance at December 31, 2020 18,729 $ 2 15,659 $ 2 $ 161,247 $ 56 $ (25,756) $ 150,369 $ 285,920
Exercise of stock options 23 — — — 100 — — — 100
Stock-based compensation — — — — 3,295 — — — 3,295
Vesting of restricted stock units, net of shares withheld for taxes 42 — — — (3,992) — — — (3,992)
Conversion of Class B stock to Class A stock 108 — (108) — — — — — —
Other comprehensive loss — — — — — (18) — — (18)
Net income — — — — — — — 479 479
Balance at March 31, 2021 18,902 $ 2 15,551 $ 2 $ 160,650 $ 38 $ (25,756) $ 150,848 $ 285,784

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									Accumulated
							Additional		Other
	Common Stock			Common Stock			Paid-in		Comprehensive		Treasury		Retained
	Class A			Class B			Capital		Income (Loss)		Stock		Earnings		Total
	Shares	Amount		Shares	Amount
Balance at December 31, 2020	18,729	$	2	15,659	$	2	$	161,247	$	56	$	(25,756)	$	150,369	$	285,920
Exercise of stock options	23	—		—	—		100		—		—		—		100
Stock-based compensation	—	—		—	—		3,295		—		—		—		3,295
Vesting of restricted stock units, net of shares withheld for taxes	42	—		—	—		(3,992)		—		—		—		(3,992)
Conversion of Class B common stock to Class A common stock	108	—		(108)	—		—		—		—		—		—

Other comprehensive loss	—	—		—	—		—		(18)		—		—		(18)
Net income	—	—		—	—		—		—		—		479		479
Balance at March 31, 2021	18,902	$	2	15,551	$	2	$	160,650	$	38	$	(25,756)	$	150,848	$	285,784
Exercise of stock options	13	—		84	—		545		—		—		—		545
Stock-based compensation	—	—		—	—		3,873		—		—		—		3,873
Vesting of restricted stock units, net of shares withheld for taxes	56	—		—	—		(4,908)		—		—		—		(4,908)
Conversion of Class B common stock to Class A common stock	14	—		(14)	—		—		—		—		—		—
Issuance of restricted stock awards	4	—		—	—		—		—		—		—		—
Other comprehensive loss	—	—		—	—		—		(48)		—		—		(48)
Net income	—	—		—	—		—		—		—		2,021		2,021
Balance at June 30, 2021	18,989	$	2	15,621	$	2	$	160,160	$	(10)	$	(25,756)	$	152,869	$	287,267
Exercise of stock options	29	—		—	—		146		—		—		—		146
Stock-based compensation	—	—		—	—		4,837		—		—		—		4,837
Vesting of restricted stock units, net of shares withheld for taxes	5	—		—	—		(403)		—		—		—		(403)
Conversion of Class B common stock to Class A common stock	168	—		(168)	—		—		—		—		—		—

Other comprehensive loss	—	—		—	—		—		(7)		—		—		(7)
Net loss	—	—		—	—		—		—		—		(141)		(141)
Balance at September 30, 2021	19,191	$	2	15,453	$	2	$	164,740	$	(17)	$	(25,756)	$	152,728	$	291,699

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

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APPFOLIO, INC.	APPFOLIO, INC.					APPFOLIO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS					CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)	(UNAUDITED)					(UNAUDITED)
(in thousands)	(in thousands)					(in thousands)

		Three Months Ended March 31,					Nine Months Ended September 30,
		2022		2021			2022		2021
Cash from operating activities	Cash from operating activities					Cash from operating activities
Net (loss) income	Net (loss) income	$	(14,287)	$	479	Net (loss) income	$	(48,419)	$	2,359
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Adjustments to reconcile net (loss) income to net cash provided by operating activities:						Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	7,878		6,971		Depreciation and amortization	23,295		21,545
Amortization of operating lease right-of-use assets	Amortization of operating lease right-of-use assets	887		662		Amortization of operating lease right-of-use assets	2,498		2,312
Impairment						Impairment	19,792		—
Deferred income taxes	Deferred income taxes	(342)		(5,723)		Deferred income taxes	(1,392)		(6,394)
Stock-based compensation, including as amortized	Stock-based compensation, including as amortized	7,955		3,174		Stock-based compensation, including as amortized	29,891		11,352

Gain on sale of business						Gain on sale of business	(4,156)		(380)
Other	Other	427		(157)		Other	(86)		89

Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	(3,431)		(1,896)		Accounts receivable	(2,579)		(1,350)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(1,942)		47		Prepaid expenses and other current assets	(3,159)		(3,558)
Other assets	Other assets	(573)		(403)		Other assets	(1,629)		(1,181)
Accounts payable	Accounts payable	2,987		870		Accounts payable	231		1,384
Accrued employee expenses—current	Accrued employee expenses—current	(5,016)		728		Accrued employee expenses—current	(822)		6,335
Accrued expenses	Accrued expenses	1,722		(3,804)		Accrued expenses	3,991		(1,426)
Deferred revenue		1,052		299

Operating lease liabilities	Operating lease liabilities	(631)		(672)		Operating lease liabilities	(1,748)		1,995
Other liabilities	Other liabilities	1,070		(5,012)		Other liabilities	3,576		(6,623)
Net cash used in operating activities		(2,244)		(4,437)
Net cash provided by operating activities						Net cash provided by operating activities	19,284		26,459
Cash from investing activities	Cash from investing activities					Cash from investing activities
Purchases of available-for-sale investments	Purchases of available-for-sale investments	(23,309)		(99,011)		Purchases of available-for-sale investments	(70,394)		(167,041)
Proceeds from sales of available-for-sale investments	Proceeds from sales of available-for-sale investments	—		17,899		Proceeds from sales of available-for-sale investments	—		43,198
Proceeds from maturities of available-for-sale investments	Proceeds from maturities of available-for-sale investments	23,343		1,000		Proceeds from maturities of available-for-sale investments	76,598		73,754
Purchases of property, equipment and intangible assets		(1,830)		(938)
Purchases of property and equipment						Purchases of property and equipment	(5,943)		(5,166)
Capitalization of software development costs	Capitalization of software development costs	(3,484)		(6,140)		Capitalization of software development costs	(10,468)		(18,511)

Proceeds from sale of business, net of cash divested						Proceeds from sale of business, net of cash divested	5,124		—

Net cash used in investing activities	Net cash used in investing activities	(5,280)		(87,190)		Net cash used in investing activities	(5,083)		(73,766)
Cash from financing activities	Cash from financing activities					Cash from financing activities
Proceeds from stock option exercises	Proceeds from stock option exercises	100		100		Proceeds from stock option exercises	2,579		791

Tax withholding for net share settlement	Tax withholding for net share settlement	(1,073)		(3,992)		Tax withholding for net share settlement	(7,581)		(9,303)

Net cash used in financing activities	Net cash used in financing activities	(973)		(3,892)		Net cash used in financing activities	(5,002)		(8,512)
Net decrease in cash, cash equivalents and restricted cash		(8,497)		(95,519)
Net increase (decrease) in cash, cash equivalents and restricted cash						Net increase (decrease) in cash, cash equivalents and restricted cash	9,199		(55,819)
Cash, cash equivalents and restricted cash	Cash, cash equivalents and restricted cash					Cash, cash equivalents and restricted cash
Beginning of period	Beginning of period	58,283		140,699		Beginning of period	58,283		140,699
End of period	End of period	$	49,786	$	45,180	End of period	$	67,482	$	84,880

Noncash investing and financing activities	Noncash investing and financing activities					Noncash investing and financing activities
Purchases of property and equipment included in accounts payable and accrued expenses	Purchases of property and equipment included in accounts payable and accrued expenses	$	1,108	$	688	Purchases of property and equipment included in accounts payable and accrued expenses	$	219	$	886
Capitalization of software development costs included in accrued expenses and accrued employee expenses	Capitalization of software development costs included in accrued expenses and accrued employee expenses	397		817		Capitalization of software development costs included in accrued expenses and accrued employee expenses	549		945
Stock-based compensation capitalized for software development	Stock-based compensation capitalized for software development	549		520		Stock-based compensation capitalized for software development	2,062		1,952

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The following table presents a reconciliation of cash, cash equivalents and restricted cash reported within our Condensed Consolidated Balance Sheets to the total of the same such amounts shown above (in thousands):

~~Table of Contents~~


		March 31,					September 30,
		2022		2021			2022		2021
Cash and cash equivalents	Cash and cash equivalents	$	49,536	$	44,744	Cash and cash equivalents	$	67,232	$	84,444
Restricted cash included in other assets	Restricted cash included in other assets	250		436		Restricted cash included in other assets	250		436
Total cash, cash equivalents and restricted cash	Total cash, cash equivalents and restricted cash	$	49,786	$	45,180	Total cash, cash equivalents and restricted cash	$	67,482	$	84,880

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

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APPFOLIO, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

1. Nature of Business

AppFolio, Inc. ("we," "us" or "our") is a leading provider of cloud business management solutions for the real estate industry. Our solutions enable our customers to digitally transform their businesses, automate and streamline critical business operations and deliver a better customer experience. We were founded in 2006 with the vision ~~to revolutionize~~of revolutionizing vertical industry businesses by providing great software and services. Our mission is even more relevant today, when digital transformation is effectively a requirement for business success in the modern world, and the way we work and live requires powerful software solutions to enable a more seamless experience.

2. Summary of Significant Accounting Policies

Basis of Presentation and Significant Accounting Policies

The accompanying unaudited Condensed Consolidated Financial Statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these Condensed Consolidated Financial Statements should be read in conjunction with our audited consolidated financial statements and the related notes included in our Annual Report, which was filed with the SEC on February 28, 2022. The year-end condensed balance sheet was derived from our audited consolidated financial statements. Our unaudited interim Condensed Consolidated Financial Statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of our Condensed Consolidated Financial Statements. The operating results for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022.

Reclassification

We reclassified certain amounts in our Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows within the cash flows from operating activities section in the prior year to conform to the current year's presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue, expenses, other income, and ~~benefit from~~provision for income taxes during the reporting period. Assets and liabilities which are subject to judgment and use of estimates include the fair value of financial instruments, capitalized software development costs, period of benefit associated with deferred costs, incremental borrowing rate used to measure operating lease liabilities, the recoverability of goodwill and long-lived assets, income taxes, useful lives associated with property and equipment and intangible assets, contingencies, assumptions underlying performance-based compensation (whether cash or stock-based), and assumptions underlying stock-based compensation. Actual results could differ from those estimates and any such differences may have a material impact on our Condensed Consolidated Financial Statements.

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Net (Loss) Income per Common Share

Net (loss) income per common share was the same for shares of our Class A and Class B common stock because they are entitled to the same liquidation and dividend rights and are therefore combined in the table below. The following table presents a reconciliation of the weighted average number of shares of our Class A and Class B common stock used to compute net (loss) income per common share (in thousands):


		Three Months Ended March 31,		Three Months Ended September 30,			Nine Months Ended September 30,
		2022	2021			2022	2021	2022	2021
Weighted average common shares outstanding	Weighted average common shares outstanding	34,840	34,414		Weighted average common shares outstanding	35,049	34,620	34,941	34,530
Less: Weighted average unvested restricted shares subject to repurchase	Less: Weighted average unvested restricted shares subject to repurchase	4	5		Less: Weighted average unvested restricted shares subject to repurchase	6	6	5	5
Weighted average common shares outstanding; basic	Weighted average common shares outstanding; basic	34,836	34,409		Weighted average common shares outstanding; basic	35,043	34,614	34,936	34,525

Plus: Weighted average options, restricted stock units and restricted shares used to compute diluted net income per common share	Plus: Weighted average options, restricted stock units and restricted shares used to compute diluted net income per common share	—	1,303		Plus: Weighted average options, restricted stock units and restricted shares used to compute diluted net income per common share	—	—	—	1,170
Weighted average common shares outstanding; diluted	Weighted average common shares outstanding; diluted	34,836	35,712		Weighted average common shares outstanding; diluted	35,043	34,614	34,936	35,695

For the three and nine months ended ~~March 31,~~September 30, 2022 and 2021, an aggregate of ~~202,000~~212,000 and ~~109,000~~127,000 shares, respectively, underlying performance-based restricted stock units ("PSUs") were not included in the computations of diluted and anti-dilutive shares as they are considered contingently issuable upon satisfaction of pre-defined performance measures and their respective performance measures have not been met. Restricted stock units ("RSUs") with an anti-dilutive effect were excluded from the calculation of weighted average number of shares used to compute diluted net income per common share and they were not material for the ~~three~~nine months ended ~~March 31,~~September 30, 2021. Because we reported a net loss for the three and nine months ended ~~March 31,~~September 30, 2022, and the three months ended September 30, 2021, all potentially dilutive common shares are anti-dilutive for ~~that period~~these periods and have been excluded from the calculation of net loss per share.

Recent Accounting Pronouncements Not Yet Adopted

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 requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, "Revenue from Contracts with Customers," as if the acquirer had originated the contracts. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. We expect to adopt ASU 2021-08 on January 1, 2023.

3. Sale of Subsidiary Business

Sale of WegoWise

In August 2022, we completed the sale of AppFolio Utility Management, Inc., dba WegoWise ("WegoWise"), a former wholly owned subsidiary of the Company that provided cloud-based utility analytics reporting software solutions to our customers. We sold WegoWise for $5.2 million (the “WegoWise Transaction”) and recognized a pre-tax gain on the sale of $4.2 million. Net assets divested are primarily comprised of intangible assets of $2.5 million and deferred revenue of $1.7 million. The gain on the sale is included within Other income (loss), net in our Condensed Consolidated Statements of Operations.

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4. Investment Securities and Fair Value Measurements

Investment Securities

Investment securities classified as available-for-sale consisted of the following as of ~~March 31,~~September 30, 2022 and December 31, 2021 (in thousands):


		March 31, 2022									September 30, 2022
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Corporate bonds	Corporate bonds	$	16,678	$	—	$	(23)	$	16,655	Corporate bonds	$	17,483	$	—	$	(163)	$	17,320
Agency securities	Agency securities	19,753		—		(336)		19,417		Agency securities	17,504		—		(596)		16,908

Treasury securities	Treasury securities	89,418		—		(1,250)		88,168		Treasury securities	84,855		1		(1,866)		82,990
Total available-for-sale investment securities	Total available-for-sale investment securities	$	125,849	$	—	$	(1,609)	$	124,240	Total available-for-sale investment securities	$	119,842	$	1	$	(2,625)	$	117,218


	December 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Corporate bonds	$	29,080	$	—	$	(11)	$	29,069
Agency securities	19,753		—		(27)		19,726

Treasury securities	77,108		2		(229)		76,881
Total available-for-sale investment securities	$	125,941	$	2	$	(267)	$	125,676

~~Table of Contents~~

For available-for-sale debt securities in an unrealized loss position, we first assess whether we intend to sell, or whether it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of these criteria is met, the security’s amortized cost basis is written down to fair value through income. For securities in an unrealized loss position that do not meet these criteria, we evaluate whether the decline in fair value has resulted from credit loss or other factors. If this assessment indicates a credit loss exists, the credit-related portion of the loss is recorded as an allowance for losses on the security.

As of ~~March 31,~~September 30, 2022, the decline in fair value below amortized cost basis was not considered other than temporary as it is more likely than not we will hold the securities until maturity or recovery of the cost basis. No allowance for credit losses for available-for-sale investment securities was recorded as of ~~March 31,~~September 30, 2022 or December 31, 2021.

~~As of March 31, 2022 and December 31, 2021, the contractual maturities of our investments did not exceed 36 months.~~ The fair values of available-for-sale investment securities, by remaining contractual maturity, are as follows (in thousands):


		March 31, 2022				December 31, 2021					September 30, 2022				December 31, 2021
		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value			Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	Due in one year or less	$	78,741	$	78,389	$	64,627	$	64,600	Due in one year or less	$	72,816	$	72,018	$	64,627	$	64,600
Due after one year through three years	Due after one year through three years	47,108		45,851		61,314		61,076		Due after one year through three years	47,026		45,200		61,314		61,076
Total available-for-sale investment securities	Total available-for-sale investment securities	$	125,849	$	124,240	$	125,941	$	125,676	Total available-for-sale investment securities	$	119,842	$	117,218	$	125,941	$	125,676

During the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and 2021, we had sales and maturities (which include calls) of investment securities, as follows (in thousands):


	~~Three~~Nine Months Ended ~~March 31,~~September 30, 2022
	Gross Realized Gains		Gross Realized Losses		Gross Proceeds from Sales		Gross Proceeds from Maturities
Corporate bonds	$	—	$	—	$	—	$	~~12,343~~28,998
Agency securities	—		—		—		2,250

Treasury securities	—		—		—		~~11,000~~45,350
Total	$	—	$	—	$	—	$	~~23,343~~76,598

Three Months Ended March 31, 2021
Gross Realized Gains Gross Realized Losses Gross Proceeds from Sales Gross Proceeds from Maturities
Treasury securities $ 1 $ — $ 17,899 $ 1,000

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	Nine Months Ended September 30, 2021
	Gross Realized Gains		Gross Realized Losses		Gross Proceeds from Sales		Gross Proceeds from Maturities
Corporate bonds	$	—	$	—	$	—	$	2,800
Agency securities	—		—		—		9,250

Treasury securities	6		—		43,198		61,704
Total	$	6	$	—	$	43,198	$	73,754

Fair Value Measurements

Recurring Fair Value Measurements

~~Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.~~ The following tables present our financial assets and liabilities measured at fair value on a recurring basis as of ~~March 31,~~September 30, 2022 and December 31, 2021 by level within the fair value hierarchy (in thousands):

~~Table of Contents~~


	September 30, 2022
	Level 1		Level 2		Total Fair Value
Cash equivalents:
Money market funds	$	5,570	$	—	$	5,570
Treasury securities	7,030		—		7,030

Available-for-sale investment securities:
Corporate bonds	—		17,320		17,320
Agency securities	—		16,908		16,908

Treasury securities	82,990		—		82,990
Total	$	95,590	$	34,228	$	129,818

March 31, 2022
Level 1 Level 2 Level 3 Total Fair
Value
Cash equivalents:
Money market funds $ 5,251 $ — $ — $ 5,251
Treasury securities 1,000 — — 1,000
Available-for-sale investment securities:
Corporate bonds — 16,655 — 16,655
Agency securities — 19,417 — 19,417
Treasury securities 88,168 — — 88,168
Total $ 94,419 $ 36,072 $ — $ 130,491


		December 31, 2021									December 31, 2021
		Level 1		Level 2		Level 3		Total Fair Value			Level 1		Level 2		Total Fair Value
Cash equivalents:	Cash equivalents:									Cash equivalents:
Money market funds	Money market funds	$	6,105	$	—	$	—	$	6,105	Money market funds	$	6,105	$	—	$	6,105

Available-for-sale investment securities:	Available-for-sale investment securities:									Available-for-sale investment securities:
Corporate bonds	Corporate bonds	—		29,069		—		29,069		Corporate bonds	—		29,069		29,069
Agency securities	Agency securities	—		19,726		—		19,726		Agency securities	—		19,726		19,726

Treasury securities	Treasury securities	76,881		—		—		76,881		Treasury securities	76,881		—		76,881
Total	Total	$	82,986	$	48,795	$	—	$	131,781	Total	$	82,986	$	48,795	$	131,781

The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate their fair value because of the short maturity of these items.

Fair value for our Level 1 investment securities is based on market prices for identical assets. Our Level 2 securities were priced by a pricing vendor. The pricing vendor utilizes the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, other observable inputs like market transactions involving comparable securities are used.

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5. Capitalized Software Development Costs, net

Capitalized software development costs were as follows (in thousands):


		March 31, 2022		December 31, 2021			September 30, 2022		December 31, 2021
Capitalized software development costs, gross	Capitalized software development costs, gross	$	118,731	$	115,377	Capitalized software development costs, gross	$	125,686	$	115,377
Less: Accumulated amortization	Less: Accumulated amortization	(79,454)		(74,165)		Less: Accumulated amortization	(89,684)		(74,165)
Capitalized software development costs, net	Capitalized software development costs, net	$	39,277	$	41,212	Capitalized software development costs, net	$	36,002	$	41,212

Capitalized software development costs were ~~$4.1~~$4.5 million and ~~$7.1~~$7.0 million for the three months ended ~~March 31,~~September 30, 2022 and 2021, respectively, and $12.8 million and $21.0 million for the nine months ended September 30, 2022 and 2021, respectively. Amortization expense with respect to capitalized software development costs totaled ~~$6.1~~$5.9 million and ~~$5.0~~$5.5 million for the three months ended ~~March 31,~~September 30, 2022 and 2021, respectively, and $18.0 million and $15.8 million for the nine months ended September 30, 2022 and 2021, respectively. During the three and nine months ended ~~March 31,~~September 30, 2022, we disposed of ~~$0.8~~$0.7 million and $2.5 million, respectively, of fully amortized capitalized software development costs.

~~Table of Contents~~

Future amortization expense with respect to capitalized software development costs is estimated as follows (in thousands):


Years Ending December 31,	Years Ending December 31,			Years Ending December 31,
2022	2022	$	16,583	2022	$	5,590
2023	2023	15,002		2023	17,691
2024	2024	6,878		2024	9,761
2025	2025	814		2025	2,766
2026				2026	194
Total amortization expense	Total amortization expense	$	39,277	Total amortization expense	$	36,002

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5. 6. Intangible Assets, net and Goodwill

Intangible assets consisted of the following (in thousands, except years):


		March 31, 2022								September 30, 2022
		Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Useful Life in Years		Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Useful Life in Years
Customer relationships	Customer relationships	$	2,840	$	(2,120)	$	720	5.0	Customer relationships	$	1,670	$	(1,393)	$	277	5.0
Database	Database	8,330		(2,828)		5,502		10.0	Database	4,710		(1,766)		2,944		10.0
Technology	Technology	6,539		(5,466)		1,073		4.0	Technology	6,539		(6,182)		357		4.0
Trademarks and trade names	Trademarks and trade names	1,890		(1,227)		663		5.0	Trademarks and trade names	1,520		(1,133)		387		5.0
Partner relationships	Partner relationships	680		(680)		—		3.0	Partner relationships	680		(680)		—		3.0
Non-compete agreements	Non-compete agreements	7,400		(4,814)		2,586		5.0	Non-compete agreements	7,340		(5,505)		1,835		5.0
Domain names	Domain names	90		(76)		14		5.0	Domain names	90		(80)		10		5.0
Patents	Patents	252		(252)		—		5.0	Patents	252		(252)		—		5.0

Total intangible assets, net	Total intangible assets, net	$	28,021	$	(17,463)	$	10,558	6.3	Total intangible assets, net	$	22,801	$	(16,991)	$	5,810	4.7


	December 31, 2021
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Useful Life in Years
Customer relationships	$	2,840	$	(2,006)	$	834	5.0
Database	8,330		(2,620)		5,710		10.0
Technology	6,539		(5,107)		1,432		4.0
Trademarks and trade names	1,890		(1,128)		762		5.0
Partner relationships	680		(680)		—		3.0
Non-compete agreements	7,400		(4,444)		2,956		5.0
Domain names	90		(75)		15		5.0
Patents	252		(250)		2		5.0

Total intangible assets, net	$	28,021	$	(16,310)	$	11,711	6.3

Amortization expense with respect to intangible assets totaled $1.1 million and $1.2 million for the three months ended ~~March 31,~~September 30, 2022 and ~~2021.~~2021, respectively, and $3.4 million and $3.5 million for the nine months ended September 30, 2022 and 2021, respectively. Future amortization expense with respect to intangible assets is estimated as follows (in thousands):


Years Ending December 31,	Years Ending December 31,			Years Ending December 31,
2022	2022	$	3,452	2022	$	977
2023	2023	3,060		2023	2,476
2024	2024	835		2024	473
2025	2025	833		2025	471
2026	2026	833		2026	471
Thereafter	Thereafter	1,545		Thereafter	942
Total amortization expense	Total amortization expense	$	10,558	Total amortization expense	$	5,810

Our goodwill balance is solely attributed to acquisitions. The change in the carrying amount of goodwill during the nine months ended September 30, 2022 is as follows (in thousands):


Goodwill at December 31, 2021	$	56,147
Goodwill attributed to WegoWise Transaction	(87)
Goodwill at September 30, 2022	$	56,060

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~~6. Accrued Employee Expenses~~

~~Accrued employee expenses consisted of the following (in thousands):~~

March 31, December 31,
2022 2021
Accrued vacation $ 11,061 $ 10,675
Accrued bonuses 4,688 13,101
Accrued commissions 1,614 2,048
Accrued payroll 5,994 3,068
Accrued severance 511 —
Accrued payroll taxes and other 1,283 1,173
Total accrued employee expenses—current $ 25,151 $ 30,065

~~Included in~~ ~~Other liabilities~~ ~~as of March 31, 2022 and December 31, 2021 are $0.9 million and $0.6 million, respectively, of noncurrent accrued employee expenses.~~

7. Leases

Operating leases for our corporate offices have remaining lease terms ranging from one to ~~eleven~~ten years, some of which include options to extend the leases for up to ten years. These options to extend have not been recognized as part of our operating lease right-of-use assets and lease liabilities as it is not reasonably certain that we will exercise these options. Our lease agreements do not contain any residual value guarantees or material restrictive covenants. Certain leases contain provisions for property-related costs that are variable in nature for which we are responsible, including common area maintenance, which are expensed as incurred.

The components of lease expense recognized in the Condensed Consolidated Statements of Operations were as follows (in thousands):


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021				2022		2021		2022		2021
Operating lease cost	Operating lease cost	$	1,447	$	1,095		Operating lease cost	$	1,254	$	1,459	$	4,169	$	3,756
Variable lease cost	Variable lease cost	123		306			Variable lease cost	308		388		683		1,088
Total lease cost	Total lease cost	$	1,570	$	1,401		Total lease cost	$	1,562	$	1,847	$	4,852	$	4,844

Lease-related assets and liabilities were as ~~follows:~~follows (in thousands):


		March 31, 2022		December 31, 2021			September 30, 2022		December 31, 2021
Assets	Assets					Assets
Prepaid expenses and other current assets	Prepaid expenses and other current assets	$	4,240	$	4,854	Prepaid expenses and other current assets	$	—	$	4,854
Operating lease right-of-use assets	Operating lease right-of-use assets	40,570		41,710		Operating lease right-of-use assets	28,539		41,710

Liabilities	Liabilities					Liabilities
Other current liabilities	Other current liabilities	$	1,992	$	1,874	Other current liabilities	$	3,802	$	1,874
Operating lease liabilities	Operating lease liabilities	54,985		55,733		Operating lease liabilities	53,256		55,733
Total lease liabilities	Total lease liabilities	$	56,977	$	57,607	Total lease liabilities	$	57,058	$	57,607

~~Table of Contents~~

Future minimum lease payments under non-cancellable leases as of ~~March 31,~~September 30, 2022 were as follows (in thousands):


Years ending December 31,	Years ending December 31,			Years ending December 31,
2022~~(1)~~	2022~~(1)~~	$	(1,565)	2022~~(1)~~	$	1,321
2023~~(1)~~	2023~~(1)~~	5,281		2023~~(1)~~	5,427
2024~~(1)~~	2024~~(1)~~	6,162		2024~~(1)~~	6,351
2025	2025	6,837		2025	6,837
2026	2026	7,035		2026	7,035
Thereafter	Thereafter	42,281		Thereafter	42,281
Total future minimum lease payments	Total future minimum lease payments	66,031		Total future minimum lease payments	69,252
Less: imputed interest	Less: imputed interest	(13,294)		Less: imputed interest	(12,194)
Total~~(2)~~	Total~~(2)~~	$	52,737	Total~~(2)~~	$	57,058

Table of Contents

~~(1)~~ ~~Future minimum lease payments~~During the second quarter of 2022, we decided to exit and make available for sublease certain leased office spaces. As a result, we reassessed our asset groupings and evaluated the ~~years ending December 31, 2022, 2023, and 2024 are presented net~~recoverability of ~~tenant improvement allowances of $5.4 million, $0.8 million, and $0.2 million, respectively.~~

~~(2)~~ ~~Total future minimum lease payments include the current portion of lease liabilities recorded in~~ ~~Prepaid expenses~~our right-of-use and other ~~current~~lease related assets, and determined that the carrying value of the respective asset groups of $23.3 million was not fully recoverable. As a result, we utilized discounted cash flow models to estimate the fair value of the asset groups taking into consideration the time period it will take to obtain a sublessee, the applicable discount rate and the anticipated sublease income and calculated the corresponding impairment loss. We used prices and other relevant information generated primarily by recent market transactions involving similar or comparable assets, as well as our historical experience in real estate transactions. When available, we use valuation inputs from independent valuation experts, such as real estate appraisers and brokers, to corroborate our estimates of fair value. We recorded an impairment of $19.4 million consisting of $15.7 million related to right-of-use ("ROU") assets and $3.7 million related to property and equipment associated with our leased office spaces. These charges were recorded within General and administrative expenses ~~of $4.2 million on~~in our Condensed Consolidated ~~Balance Sheets, which relates to certain~~Statements of ~~our leases for which the lease incentives to be received exceed the minimum lease payments to be paid over the next 12 months.~~Operations.

8. Commitments and Contingencies

Legal Liability to Landlord Insurance

We have a wholly owned subsidiary, Terra Mar Insurance Company, Inc., which was established in connection with reinsuring liability to landlord insurance policies offered to our customers by our third-party service provider. Each policy has a limit of $100 thousand per incident. We assume a 100% quota share of the liability to landlord insurance policies placed with our customers by our third-party service provider. We accrue for reported claims, and include an estimate of losses incurred but not reported by our property manager customers, in cost of revenue because we bear the risk related to all such claims. Our estimated liability for reported claims and incurred but not reported claims as of ~~March 31,~~September 30, 2022 and December 31, 2021 was ~~$2.2~~$2.9 million and $1.7 million, respectively, and is included in Other current liabilities on our Condensed Consolidated Balance Sheets.

Included in Prepaid expenses and other current assets as of ~~March 31,~~September 30, 2022 and December 31, 2021 are ~~$2.1~~$2.7 million and $3.0 million, respectively, of deposits held with a third party related to requirements to maintain collateral for this insurance service.

Legal Proceedings

From time to time we may become involved in various legal proceedings, investigative inquiries, and other disputes arising from or related to matters incident to the ordinary course of our business activities. We are not currently a party to any legal proceedings, nor are we aware of any pending or threatened legal proceedings, that we believe would have a material adverse effect on our business, operating results, cash flows or financial condition should such proceedings be resolved unfavorably.

Indemnification

In the ordinary course of business, we may provide indemnification of varying scope and terms to customers, business partners, investors, directors, officers, and other parties with respect to certain matters, including, but not limited to, losses arising out of our breach of any applicable agreements, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from our services or our acts or omissions. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments we could be required to make under these indemnification provisions may not be subject to maximum loss clauses and is indeterminable. We have not incurred any costs as a result of such indemnification obligations and have not recorded any liabilities related to such obligations in the Condensed Consolidated Financial Statements.

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9. Stock-Based Compensation

Stock Options

A summary of activity in connection with our stock options for the ~~three~~nine months ended ~~March 31,~~September 30, 2022, is as follows (number of shares in thousands):


		Number of Shares	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Life in Years		Number of Shares	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Life in Years
Options outstanding as of December 31, 2021	Options outstanding as of December 31, 2021	846	$	13.15	3.0	Options outstanding as of December 31, 2021	846	$	13.15	3.0
Options granted	Options granted	—	—			Options granted	—
Options exercised	Options exercised	(17)	5.91			Options exercised	(187)	13.76
Options cancelled/forfeited	Options cancelled/forfeited	—	—			Options cancelled/forfeited	—
Options outstanding as of March 31, 2022		829	$	13.30	2.7
Options outstanding as of September 30, 2022						Options outstanding as of September 30, 2022	659	$	12.98	2.4

Our stock-based compensation expense for stock options was not material for the periods presented.

No stock options were granted during the ~~three~~nine months ended ~~March 31,~~September 30, 2022 or 2021.

Restricted Stock Units

A summary of activity in connection with our RSUs for the ~~three~~nine months ended ~~March 31,~~September 30, 2022, is as follows (number of shares in thousands):


		Number of Shares	Weighted Average Grant Date Fair Value per Share			Number of Shares	Weighted Average Grant Date Fair Value per Share
Unvested as of December 31, 2021	Unvested as of December 31, 2021	837	$	118.27	Unvested as of December 31, 2021	837	$	118.27
Granted	Granted	219	115.12		Granted	667	110.95
Vested	Vested	(26)	108.96		Vested	(187)	108.20
Forfeited	Forfeited	(72)	89.10		Forfeited	(130)	102.56
Unvested as of March 31, 2022		958	$	119.99
Unvested as of September 30, 2022					Unvested as of September 30, 2022	1,187	$	117.46

Unvested RSUs as of ~~March 31,~~September 30, 2022 were composed of ~~0.8~~1.0 million RSUs with only service conditions and 0.2 million PSUs with both service conditions and performance conditions. RSUs granted with only service conditions generally vest over a four-year period. The number of PSUs granted, as included in the above table, assumes achievement of the performance metric at 100% of the performance target. Of the unvested PSUs as of ~~March 31,~~September 30, 2022, 0.1 million are subject to vesting based on the achievement of pre-established performance metrics for the year ending December 31, 2022 and will vest over a three year period, assuming continued employment throughout the performance period. The actual number of shares to be issued at the end of the performance period will range from 0% to 150% of the target number of shares depending on achievement relative to the performance metric over the applicable period. The remaining 0.1 million PSUs unvested as of ~~March 31,~~September 30, 2022 are subject to vesting based on the achievement of pre-established performance metrics for ~~the years~~three year measurement periods ending December 31, 2022 and 2023, assuming continued employment throughout the performance period. The actual number of shares to be issued at the end of the performance period will range from 0% to 100% of the initial target awards. Achievement of the performance metric between 100% and 150% of the performance target will result in a performance-based cash bonus payment between 0% and 65% of the initial target awards.

We recognized stock-based compensation expense for the RSUs and PSUs of ~~$7.8~~$11.5 million and ~~$3.1~~$4.6 million for the three months ended ~~March 31,~~September 30, 2022 and 2021, respectively, and $29.8 million and $11.4 million for the nine months ended September 30, 2022 and 2021, respectively. Excluded from stock-based compensation expense is capitalized software development costs of ~~$0.5~~$0.8 million for ~~both of~~ the three months ended ~~March 31,~~September 30, 2022 and ~~2021.~~2021, and $2.1 million and $2.0 million for the nine months ended September 30, 2022 and 2021, respectively. As of ~~March 31,~~September 30, 2022, the total estimated remaining stock-based compensation expense for the aforementioned RSUs and PSUs was ~~$89.8~~$107.4 million, which is expected to be recognized over a weighted average period of ~~2.9~~2.8 years.

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Restricted Stock Awards

A summary of activity in connection with our restricted stock awards ("RSAs") for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 is as follows (number of shares in thousands):


		Number of Shares	Weighted Average Grant Date Fair Value per Share			Number of Shares	Weighted Average Grant Date Fair Value per Share
Unvested as of December 31, 2021	Unvested as of December 31, 2021	4	$	144.33	Unvested as of December 31, 2021	4	$	144.33
Granted	Granted	—	—		Granted	6	96.33
Vested	Vested	—	—		Vested	(4)	144.33
Forfeited	Forfeited	—	—		Forfeited	—	—
Unvested as of March 31, 2022		4	$	144.33
Unvested as of September 30, 2022					Unvested as of September 30, 2022	6	$	96.33

We have the right to repurchase any unvested RSAs subject to certain conditions. RSAs vest over a one-year period. Our stock-based compensation expense for RSAs was not material for the periods presented.

As of ~~March 31,~~September 30, 2022, the total estimated remaining stock-based compensation expense for unvested RSAs with a repurchase right was ~~$0.1~~$0.4 million, which is expected to be recognized over a weighted average period of ~~0.2~~0.7 years.

10. Income Taxes

We calculate our ~~benefit from~~provision for (benefit from) income taxes on a quarterly basis by applying an estimated annual effective tax rate to income/loss from operations and by calculating the tax effect of discrete items recognized during the quarter.

For the three and nine months ended ~~March 31,~~September 30, 2022, we recorded an income tax ~~benefit~~expense of ~~$0.3 million.~~$0.9 million and $0.9 million, respectively. The effective tax rate as compared to the U.S. federal statutory rate of 21% differs primarily due to the significance of the benefits associated with stock-based compensation expense, research and development tax credits, offset by the change in the valuation allowance against deferred taxes.

There were no material changes to our unrecognized tax benefits during the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and we do not expect to have any significant changes to unrecognized tax benefits through the remainder of the fiscal year.

In August 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA contains several revisions to the Internal Revenue Code, including a 15% corporate minimum income tax on adjusted financial statement income for companies with profits greater than $1.0 billion and a 1% excise tax on corporate stock repurchases in tax years beginning after December 31, 2022. While these tax law changes have no immediate effect and are not expected to have a material adverse effect on our results of operations going forward, we will continue to evaluate its impact as further information becomes available.

11. Revenue and Other Information

The following table presents our revenue categories for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021 (in thousands):


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021				2022		2021		2022		2021
Core solutions	Core solutions	$	30,809	$	24,174		Core solutions	$	33,940	$	26,920	$	97,163	$	76,457
Value Added Services	Value Added Services	71,500		51,510			Value Added Services	88,399		65,578		241,349		177,535
Other	Other	2,987		3,237			Other	2,740		3,311		9,313		9,778
Total revenue	Total revenue	$	105,296	$	78,921		Total revenue	$	125,079	$	95,809	$	347,825	$	263,770

Our revenue is generated primarily from customers in the United States. All of our property and equipment is located in the United States.

Deferred Revenue

Deferred revenue as of September 30, 2022 and December 31, 2021 was $1.1 million and $2.5 million, respectively. During the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and 2021, we recognized ~~$1.3~~$2.3 million and ~~$1.2~~$2.1 million of revenue, respectively, which were included in the deferred revenue balances as of December 31, 2021 and 2020, respectively.

~~12. Subsequent Event~~

~~In April 2022, we entered into an agreement to sublet one of our office spaces and have recently made decisions to exit and explore subleasing certain other office space.~~

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Item 2. 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 together with our Condensed Consolidated Financial Statements and the related notes included elsewhere in this Quarterly Report and in our Annual Report. This discussion and analysis contains forward-looking statements that are based on our current expectations and reflect our plans, estimates and anticipated future financial performance. These statements involve numerous risks and uncertainties. Our actual results may differ materially from those expressed or implied by these forward-looking statements as a result of many factors, including those set forth in the section entitled “Risk Factors” in our Annual Report, as well as our other public filings with the SEC. Please also refer to the section of this Quarterly Report entitled "Forward-Looking Statements" for additional information.

Overview

We are a leading provider of cloud business management solutions for the real estate industry. Our solutions enable our customers to digitally transform their businesses, automate and streamline critical business operations and deliver a better customer experience. Our products assist an interconnected and growing ecosystem of users, including property managers, property owners, real estate investment managers, rental prospects, residents, and service providers with critical transactions across the real estate lifecycle, including screening potential tenants, sending and receiving payments and providing insurance-related risk mitigation services. AppFolio’s intuitive interface, coupled with streamlined and automated workflows, make it easier for our customers to eliminate redundant and manual processes so they can deliver a great experience for their users while improving financial and operational performance.

We rely heavily on our talented team of employees to execute our growth plans and achieve our long-term strategic objectives. We believe our people are at the heart of our success and our customers' success, and we have worked hard not only to attract and retain talented individuals, but also to provide a challenging and rewarding work environment to motivate and develop our valuable human capital. As we navigate the challenges of increased competition for talent, we have evolved our compensation and employee reward practices, which has had, and we expect will continue to have, a material impact on our results.

Property management units under management. We believe that our ability to increase our number of property management units under management is an indicator of our market penetration, growth, and potential future business opportunities. We define property management units under management as the number of active units in our core solutions. We had ~~6.57~~7.08 million and ~~5.62~~6.04 million property management units under management as of ~~March 31,~~September 30, 2022 and 2021, respectively.

Key Components of Results of Operations

Revenue

Our core solutions and certain of our Value Added Services are offered on a subscription basis. Our core solutions subscription fees vary by property type and are designed to scale towith the size of our customers’ businesses. We recognize revenue for subscription-based services on a straight-line basis over the contract term beginning on the date that our service is made available. We generally invoice monthly or, to a lesser extent, annually in advance of the subscription period.

We also offer certain Value Added Services, which are not covered by our subscription fees, on a per-use basis. Usage-based fees are charged either as a percentage of the transaction amount (e.g., for certain of our electronic payment services) or on a flat fee per transaction basis with no minimum usage commitments (e.g., for our tenant screening and risk mitigation services). We recognize revenue for usage-based services in the period the service is rendered. Our electronic payments services fees are recorded gross of the interchange and payment processing related fees. We generally invoice our usage-based services on a monthly basis or collect the fee at the time of service. A significant majority of our Value Added Services revenue comes directly and indirectly from the use of our electronic payment services, tenant screening services, and risk mitigation services. Usage-based fees are paid either by customers or by users.

We charge our customers for ~~on-boarding~~onboarding assistance to our core solutions and certain other non-recurring services. We generally invoice for these other services in advance of the services being completed and recognize revenue upon completion of the related service. We generate revenue from the legacy customers of previously acquired businesses by providing services outside of our property management core solution platform. Revenue derived from these services is recorded in Other revenue. As of ~~March 31,~~September 30, 2022 and 2021, we had ~~17,550~~18,109 and 16,844 property management ~~customers.~~customers, respectively.

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Costs and Operating Expenses

Cost of Revenue. Many of our Value Added Services are facilitated by third-party service providers. Cost of revenue paid to these third-party service providers includes the cost of electronic interchange and payment processing-related services to support our electronic payments services, the cost of credit reporting services for our tenant screening services, and various costs associated with our risk mitigation service providers. These third-party costs vary both in amount and as a percent of revenue for each Value Added Service offering. Cost of revenue also consists of personnel-related costs for our employees focused on customer service and the support of our operations (including salaries, performance-based compensation, benefits, and stock-based compensation), platform infrastructure costs (such as data center operations and hosting-related costs), and allocated shared and other costs. Cost of revenue excludes depreciation of property and equipment, amortization of capitalized software development costs and amortization of intangible assets.

Sales and Marketing. Sales and marketing expense consists of personnel-related costs for our employees focused on sales and marketing (including salaries, sales commissions, performance-based compensation, benefits, and stock-based compensation), costs associated with sales and marketing activities, and allocated shared and other costs. Marketing activities include advertising, online lead generation, lead nurturing, customer and industry events, and the creation of industry-related content and collateral. Sales commissions and other incremental costs to acquire customers and grow adoption and utilization of our Value Added Services by our new and existing customers are deferred and then amortized on a straight-line basis over a period of benefit, which we have determined to be three years. We focus our sales and marketing efforts on generating awareness of our software solutions, creating sales leads, establishing and promoting our brands, and cultivating an educated community of successful and vocal customers.

Research and Product Development. Research and product development expense consists of personnel-related costs for our employees focused on research and product development (including salaries, performance-based compensation, benefits, and stock-based compensation), fees for third-party development resources, and allocated shared and other costs. Our research and product development efforts are focused on enhancing functionality and the ease of use of our existing software solutions by adding new core functionality, Value Added Services and other improvements, as well as developing new products and services for existing and adjacent markets. We capitalize our software development costs that meet the criteria for capitalization. Amortization of capitalized software development costs is included in depreciation and amortization expense.

General and Administrative. General and administrative expense consists of personnel-related costs for employees in our executive, finance, information technology, human resources, legal, compliance, corporate development and administrative organizations (including salaries, performance-based cash compensation, benefits, and stock-based compensation). In addition, general and administrative expense includes fees for third-party professional services (including audit, legal, compliance, tax, and consulting services), transaction costs related to business combinations and ~~divestitures,~~sales, regulatory fees, other corporate expenses, impairment of long-lived assets, and allocated shared and other costs.

Depreciation and Amortization. Depreciation and amortization expense includes depreciation of property and equipment, amortization of capitalized software development costs, and amortization of intangible assets. We depreciate or amortize property and equipment, software development costs, and intangible assets over their expected useful lives on a straight-line basis, which approximates the pattern in which the economic benefits of the assets are consumed.

Other Income (Loss) ~~Income,~~, Net. Other income (loss) ~~income,~~, net includes gains and losses associated with the sale of businesses and property and equipment, and income from certain post-closing transition services provided by us to MyCase, Inc. during fiscal year 2021.

Interest Income. Interest income includes interest earned on investment securities, amortization and accretion of the premium and discounts paid from the purchase of investment securities, and interest earned on ~~notes receivable and on~~ cash deposited in our bank accounts.

~~Benefit from~~Provision for (Benefit from) Income Taxes. ~~Benefit from~~Provision for (benefit from) income taxes consists of federal and state income taxes in the United States.

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Results of Operations

Revenue


		Three Months Ended March 31,				Change					Three Months Ended September 30,		Change				Nine Months Ended September 30,				Change
		2022		2021		Amount		%					2022		2021		Amount		%		2022		2021		Amount		%
		(dollars in thousands)								(dollars in thousands)
Core solutions	Core solutions	$	30,809	$	24,174	$	6,635	27	%			Core solutions	$	33,940	$	26,920	$	7,020	26	%	$	97,163	$	76,457	$	20,706	27	%
Value Added Services	Value Added Services	71,500		51,510		19,990		39	%			Value Added Services	88,399		65,578		22,821		35	%	241,349		177,535		63,814		36	%
Other	Other	2,987		3,237		(250)		(8)	%			Other	2,740		3,311		(571)		(17)	%	9,313		9,778		(465)		(5)	%
Total revenue	Total revenue	$	105,296	$	78,921	$	26,375	33	%			Total revenue	$	125,079	$	95,809	$	29,270	31	%	$	347,825	$	263,770	$	84,055	32	%

The increase in revenue for the three and nine months ended ~~March 31,~~September 30, 2022, compared to the same periods in the prior year, was primarily attributable to growth in our base of property management customers driving an increase in the number of property management units under management, and growth in users of our subscription and usage-based services. During the three and nine month period ended ~~March 31,~~September 30, 2022, we experienced growth of ~~18%~~17% in the ~~average~~ number of property management units under management resulting from 9%8% growth in the ~~average~~ number of property management ~~customers.~~customers, compared to the same periods in the prior year.

Cost of Revenue (Exclusive of Depreciation and Amortization)


		Three Months Ended March 31,						Change					Three Months Ended September 30,		Change						Nine Months Ended September 30,				Change
		2022			2021			Amount		%					2022			2021			Amount		%		2022			2021			Amount		%
		(dollars in thousands)										(dollars in thousands)
Cost of revenue (exclusive of depreciation and amortization)	Cost of revenue (exclusive of depreciation and amortization)	$	43,347		$	33,298		$	10,049	30	%			Cost of revenue (exclusive of depreciation and amortization)	$	50,707		$	38,730		$	11,977	31	%	$	141,484		$	104,847		$	36,637	35	%
Percentage of revenue	Percentage of revenue	41.2		%	42.2		%							Percentage of revenue	40.5		%	40.4		%					40.7		%	39.7		%
Stock-based compensation, included above	Stock-based compensation, included above	$	358		$	471		$	(113)	(24)	%			Stock-based compensation, included above	$	789		$	575		$	214	37	%	$	1,873		$	1,509		$	364	24	%
Percentage of revenue	Percentage of revenue	0.3		%	0.6		%							Percentage of revenue	0.6		%	0.6		%					0.5		%	0.6		%

For the three and nine months ended ~~March 31,~~September 30, 2022, expenditures to third-party service providers related to the delivery of our Value Added Services increased ~~$7.4~~$8.5 million ~~which was~~and $27.2 million, respectively, compared to the same periods in the prior year. These increases were directly associated with the increased adoption and utilization of our Value Added ~~Services, as evidenced by the $20.0 million increase in Value Added Services revenue.~~Services. Personnel-related costs, including performance-based compensation, necessary to support growth and key investments, increased ~~$2.3 million.~~$3.5 million and $9.2 million for the three and nine months ended September 30, 2022, respectively, compared to the same periods in the prior year. Additionally, offsetting cost of revenue (exclusive of depreciation and amortization) during the three and nine months ended September 30, 2022 was $0.4 million and during the nine months ended September 30, 2021 was $2.0 million of incentives earned from third-party service providers related to programs intended to increase adoption and utilization of online payments.

As a percentage of revenue, cost of revenue (exclusive of depreciation and amortization) fluctuates primarily based on the mix of Value Added Services revenue in the period, given the varying percentage of revenue we pay to third-party service providers. We expect cost of revenue (exclusive of depreciation and amortization) for the year ending December 31, 2022, to increase as a percentage of revenue compared to the year ended December 31, 2021, as we expect expenditures to third-party service providers related to the delivery of our Value Added Services ~~revenue~~ to increase at a faster rate than total revenue as a result of a higher growth rate related to our Value Added Services revenue.

Table of Contents

Sales and Marketing


		Three Months Ended March 31,						Change					Three Months Ended September 30,		Change						Nine Months Ended September 30,				Change
		2022			2021			Amount		%					2022			2021			Amount		%		2022			2021			Amount		%
		(dollars in thousands)										(dollars in thousands)
Sales and marketing	Sales and marketing	$	24,919		$	16,179		$	8,740	54	%			Sales and marketing	$	25,644		$	19,362		$	6,282	32	%	$	77,558		$	53,255		$	24,303	46	%
Percentage of revenue	Percentage of revenue	23.7		%	20.5		%							Percentage of revenue	20.5		%	20.2		%					22.3		%	20.2		%
Stock-based compensation, included above	Stock-based compensation, included above	$	1,460		$	402		$	1,058	263	%			Stock-based compensation, included above	$	2,023		$	738		$	1,285	174	%	$	5,496		$	1,587		$	3,909	246	%
Percentage of revenue	Percentage of revenue	1.4		%	0.5		%							Percentage of revenue	1.6		%	0.8		%					1.6		%	0.6		%

Sales and marketing expense for the three and nine months ended ~~March 31,~~September 30, 2022 increased primarily due to ~~a $6.4 million increase~~increases in personnel-related costs, including performance-based compensation, necessary to support growth in the ~~business.~~business of $5.0 million and $17.2 million, respectively, compared to the same periods in the prior year. Allocated shared and other costs increased by ~~$1.7~~$1.9 million and $6.6 million for the three and nine months ended September 30, 2022, respectively, compared to the same periods in the prior year, with such increase being primarily related to software and other costs incurred in support of our overall growth.

~~Table~~We expect sales and marketing expense for the year ending December 31, 2022 to increase as a percentage of ~~Contents~~

revenue compared to the year ended December 31, 2021, as we continue to invest in headcount to support our growth and increase our advertising, promotion and other marketing activities.

Research and Product Development


		Three Months Ended March 31,						Change					Three Months Ended September 30,		Change						Nine Months Ended September 30,				Change
		2022			2021			Amount		%					2022			2021			Amount		%		2022			2021			Amount		%
		(dollars in thousands)										(dollars in thousands)
Research and product development	Research and product development	$	24,320		$	14,383		$	9,937	69	%			Research and product development	$	28,959		$	16,500		$	12,459	76	%	$	79,966		$	46,389		$	33,577	72	%
Percentage of revenue	Percentage of revenue	23.1		%	18.2		%							Percentage of revenue	23.2		%	17.2		%					23.0		%	17.6		%
Stock-based compensation, included above	Stock-based compensation, included above	$	2,806		$	857		$	1,949	227	%			Stock-based compensation, included above	$	4,330		$	1,451		$	2,879	198	%	$	11,160		$	3,522		$	7,638	217	%
Percentage of revenue	Percentage of revenue	2.7		%	1.1		%							Percentage of revenue	3.5		%	1.5		%					3.2		%	1.3		%

Research and product development expense for the three and nine months ended ~~March 31,~~September 30, 2022 increased primarily due to an increase in personnel-related costs including performance-based compensation, net of capitalized software development costs, of ~~$9.5~~$11.6 million ~~due~~and $31.5 million, respectively, compared to ~~investments~~the same periods in the prior year.

We expect research and product development expenses for the year ending December 31, 2022 to increase as a percentage of revenue compared to the year ended December 31, 2021, as we continue to invest in our research and product development organization to support our strategy to expand the use cases of our product capabilities to the larger customer segment and to continue to strengthen the security of our product.

General and Administrative


		Three Months Ended March 31,						Change					Three Months Ended September 30,		Change						Nine Months Ended September 30,				Change
		2022			2021			Amount		%					2022			2021			Amount		%		2022			2021			Amount		%
		(dollars in thousands)										(dollars in thousands)
General and administrative	General and administrative	$	18,964		$	13,361		$	5,603	42	%			General and administrative	$	19,347		$	13,404		$	5,943	44	%	$	76,258		$	40,971		$	35,287	86	%
Percentage of revenue	Percentage of revenue	18.0		%	16.9		%							Percentage of revenue	15.5		%	14.0		%					21.9		%	15.5		%
Stock-based compensation, included above	Stock-based compensation, included above	$	2,794		$	1,046		$	1,748	167	%			Stock-based compensation, included above	$	3,688		$	1,299		$	2,389	184	%	$	9,680		$	3,435		$	6,245	182	%
Percentage of revenue	Percentage of revenue	2.7		%	1.3		%							Percentage of revenue	2.9		%	1.4		%					2.8		%	1.3		%

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General and administrative expense for the three months ended ~~March 31,~~September 30, 2022 increased primarily due to ~~a $3.7 million~~an increase in personnel-related costs, ~~for investments~~including performance-based compensation, of $3.1 million, compared to the same period in ~~headcount and an increase of $1.9 million in allocated~~the prior year. Allocated shared and other costs increased $0.9 million for the three months ended September 30, 2022, compared to the same period in the prior year, for professional fees, education and training, insurance, software and other costs to support our growth. Additionally, offsetting general and administrative expense for the three months ended September 30, 2021 was a $1.9 million insurance recovery related to our previously disclosed settlement with the Federal Trade Commission (the "FTC").

General and administrative expense for the nine months ended September 30, 2022 increased primarily due to a lease-related asset impairment charge of $19.8 million. Personnel-related costs, including performance-based compensation, increased $10.1 million for the nine months ended September 30, 2022, compared to the same period in the prior year. Allocated shared and other costs increased $3.5 million for the nine months ended September 30, 2022, compared to the same period in the prior year, for professional fees, education and training, insurance, software and other costs to support our growth. Additionally, offsetting general and administrative expense for the nine months ended September 30, 2021 was a $1.9 million insurance recovery related to our previously disclosed settlement with the Federal Trade Commission (the "FTC").

Excluding the impairment charge, we expect general and administrative expenses for the year ending December 31, 2022 to increase as a percentage of revenue compared to the year ended December 31, 2021, as we continue to invest in headcount. Further, we expect to incur additional personnel-related costs in future periods related to certain incentive-based compensation programs.

Depreciation and Amortization


		Three Months Ended March 31,						Change					Three Months Ended September 30,		Change						Nine Months Ended September 30,				Change
		2022			2021			Amount		%					2022			2021			Amount		%		2022			2021			Amount		%
		(dollars in thousands)										(dollars in thousands)
Depreciation and amortization	Depreciation and amortization	$	8,415		$	7,369		$	1,046	14	%			Depreciation and amortization	$	8,241		$	7,826		$	415	5	%	$	24,977		$	22,844		$	2,133	9	%
Percentage of revenue	Percentage of revenue	8.0		%	9.3		%							Percentage of revenue	6.6		%	8.2		%					7.2		%	8.7		%

Depreciation and amortization expense for the three and nine months ended ~~March 31,~~September 30, 2022 increased, compared to the same periods in the prior year, primarily due to increased amortization expense associated with ~~higher~~ accumulated capitalized software development balances.

Other ~~(Loss)~~ Income ~~net~~(Loss), Net


		Three Months Ended March 31,						Change					Three Months Ended September 30,		Change						Nine Months Ended September 30,				Change
		2022			2021			Amount		%					2022			2021			Amount		%		2022			2021			Amount		%
		(dollars in thousands)										(dollars in thousands)
Other (loss) income, net		$	(10)		$	562		$	(572)	(102)	%
Other income (loss), net														Other income (loss), net	$	4,221		$	(353)		$	4,574	(1,296)	%	$	4,256		$	705		$	3,551	504	%
Percentage of revenue	Percentage of revenue	—		%	0.7		%							Percentage of revenue	3.4		%	(0.4)		%					1.2		%	0.3		%

Other income (loss) ~~income,~~, net for the three and nine months ended ~~March 31,~~September 30, 2022 ~~decreased~~increased, compared to the same periods in the prior year, primarily due to ~~$429 thousand in other income recorded during~~ the ~~three months ended March 31, 2021 related to certain post-closing transition services provided to MyCase.~~gain of $4.2 million associated with the WegoWise Transaction.

~~Table of Contents~~

~~Benefit from~~Provision for (Benefit from) Income Taxes


		Three Months Ended March 31,						Change				Three Months Ended September 30,		Change						Nine Months Ended September 30,			Change
		2022			2021			Amount		%				2022			2021			Amount		%	2022			2021			Amount		%
		(dollars in thousands)									(dollars in thousands)
Benefit from income taxes		$	(285)		$	(5,533)		$	5,248	*
Provision for (benefit from) income taxes													Provision for (benefit from) income taxes	$	938		$	(160)		$	1,098	*	$	889		$	(6,017)		$	6,906	*
Percentage of revenue	Percentage of revenue	(0.3)		%	(7.0)		%						Percentage of revenue	0.7		%	(0.2)		%				0.3		%	(2.3)		%

*Percentage not meaningful

Our effective tax rate as compared to the U.S. federal statutory rate of 21% differs primarily due to the significance of the benefits associated with stock-based compensation expense, and research and development tax ~~credits, offset by the change in the valuation allowance against deferred taxes.~~credits.

~~We expect to have a full valuation allowance on our U.S. federal and state deferred tax assets at the end~~

Table of ~~2022 and therefore we expect income tax expense recorded for the year ended December 31, 2022 to be limited to the change in deferred taxes during the year plus current minimum state taxes.~~Contents

Liquidity and Capital Resources

Our principal sources of liquidity continue to be cash, cash equivalents, and investment securities, as well as cash flows generated from our operations. We have financed our operations primarily through cash generated from operations. We believe that our existing cash and cash equivalents, investment securities, and cash generated from operating activities will be sufficient to meet our working capital and capital expenditure requirements for at least the next twelve months.

Our future capital requirements will depend on many factors, including continued market acceptance of our software solutions, changes in the number of our customers, adoption and utilization of our Value Added Services by new and existing customers, the timing and extent of the introduction of new core functionality, products and Value Added Services, the timing and extent of our expansion into new or adjacent markets, and the timing and extent of our investments across our organization. In addition, we have in the past entered into, and may in the future enter into, arrangements to acquire or invest in new technologies or markets adjacent to those we serve today. Furthermore, our Board of Directors has authorized the repurchase of up to $100.0 million of shares of our Class A common stock from time to time. To date, we have repurchased $4.2 million of our Class A common stock under the share repurchase program.

Cash Flows

The following table summarizes our cash flows for the periods indicated (in thousands):


		Three Months Ended March 31,					Nine Months Ended September 30,
		2022		2021			2022		2021
Net cash used in operating activities		$	(2,244)	$	(4,437)
Net cash provided by operating activities						Net cash provided by operating activities	$	19,284	$	26,459
Net cash used in investing activities	Net cash used in investing activities	(5,280)		(87,190)		Net cash used in investing activities	(5,083)		(73,766)
Net cash used in financing activities	Net cash used in financing activities	(973)		(3,892)		Net cash used in financing activities	(5,002)		(8,512)
Net decrease in cash, cash equivalents and restricted cash		$	(8,497)	$	(95,519)
Net increase (decrease) in cash, cash equivalents and restricted cash						Net increase (decrease) in cash, cash equivalents and restricted cash	$	9,199	$	(55,819)

Operating Activities

Our primary source of operating cash inflows is cash collected from our customers in connection with their use of our core solutions and Value Added Services. Our primary uses of cash from operating activities are for personnel-related expenditures and third-party costs incurred to support the delivery of our software solutions.

Net cash ~~used in~~provided by operating activities was ~~$2.2~~$19.3 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 compared to net cash ~~used in~~provided by operating activities of ~~$4.4~~$26.5 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2021. The net decrease in cash ~~used in~~provided by operating activities was primarily due to an increase in employee related costs and the settlement of accounts payable offset by an increase in cash collections from customers due to higher revenue growth and a decrease in income taxes paid related to the sale of MyCase, Inc. during the ~~three~~nine months ended ~~March 31, 2021, offset by an increase in loss from operations.~~

~~Table of Contents~~

September 30, 2021.

Investing Activities

Cash used in investing activities is generally composed of purchases of investment securities, maturities and sales of investment securities, purchases of property and equipment, and additions to capitalized software development.

Net cash used in investing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 was ~~$5.3~~$5.1 million compared to ~~$87.2~~$73.8 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2021. The net decrease in cash used in investing activities was primarily due to ~~a decrease~~decreases in purchases of available-for-sale investment securities and capitalization of software development costs, offset by ~~an increase~~a decrease in proceeds from ~~maturities~~sales of available-for-sale investment ~~securities.~~securities and net proceeds from the WegoWise Transaction.

Financing Activities

Cash used in financing activities is generally composed of net share settlements for employee tax withholdings associated with the vesting of ~~restricted stock units ("RSUs")~~equity awards offset by proceeds from the exercise of stock options.

Net cash used in financing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 was ~~$1.0~~$5.0 million compared to ~~$3.9~~$8.5 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2021. The decrease in cash used in financing activities was primarily due to ~~decreases~~a decrease in ~~tax withholdings for~~taxes paid related to net share ~~settlements due to fewer RSUs vesting during the three months ended March 31, 2022.~~settlement of equity awards.

Critical Accounting Policies and Estimates

~~There have been no changes~~Impairment of long-lived assets

Table of Contents

In accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”), we evaluate our long-lived assets, such as property and equipment and right-of-use assets, for impairment whenever events and circumstances indicate that the assets might be impaired due to the carrying amount of an asset group not being recoverable. When the projected undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts, the assets are adjusted to their estimated fair value and an impairment loss is recorded as a component of operating expenses.

During the second quarter of 2022, we decided to exit and make available for sublease certain other leased office spaces. As a result, we reassessed our ~~critical accounting policies~~asset groupings and ~~estimates~~evaluated the recoverability of our right-of-use and other lease related assets, and determined that the carrying value of the respective asset groups was not fully recoverable. As a result, we utilized discounted cash flow models to estimate the fair value of the asset groups and calculated the corresponding impairment loss. We recorded an impairment of $19.4 million consisting of $15.7 million related to ROU assets and $3.7 million related to property and equipment associated with our leased office spaces as described further in ~~our Annual Report that have had~~Note 7, Leases. We used the following significant assumptions to determine the impairment charge: time period it will take to obtain a ~~material impact on our Condensed Consolidated Financial Statements~~sublessee, the applicable discount rate and ~~related notes.~~the anticipated sublease income.

Item 3. Qualitative and Quantitative Disclosure about Market Risk

Interest Rate Risk

Investment Securities

As of ~~March 31,~~September 30, 2022, we had ~~$124.2~~$117.2 million of investment securities consisting of United States government agency securities, corporate bonds, and treasury securities. The primary objective of investing in securities is to support our liquidity and capital needs. We did not purchase these investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.

Our investment securities are exposed to market risk due to interest rate fluctuations. While fluctuations in interest rates do not impact our interest income from our investment securities as all of these securities have fixed interest rates, changes in interest rates may impact the fair value of the investment securities. Since our investment securities are held as available for sale, all changes in fair value impact our other comprehensive (loss) income unless an investment security is considered impaired in which case changes in fair value are reported in other expense. As of ~~March 31,~~September 30, 2022, a hypothetical 100 basis point decrease in interest rates would have resulted in an increase in the fair value of our investment securities of approximately ~~$1.1~~$0.9 million and a hypothetical 100 basis point increase in interest rates would have resulted in a decrease in the fair value of our investment securities of approximately ~~$1.1~~$0.9 million. This estimate is based on a sensitivity model which measures an instant change in interest rates by 100 basis points at ~~March 31,~~September 30, 2022.

~~Table of Contents~~

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the supervision and participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance 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 other procedures designed to provide reasonable assurance 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 the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Based on our management's evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in various investigative inquiries, legal proceedings and other disputes arising from or related to matters incident to the ordinary course of our business activities, including actions with respect to intellectual property, employment, labor, regulatory and contractual matters. Although the results of such investigative inquiries, legal proceedings and other disputes cannot be predicted with certainty, we believe that we are not currently a party to any matters which, 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. However, regardless of the merit of any matters raised or the ultimate outcome, investigative inquiries, legal proceedings and other disputes may generally have an adverse impact on us as a result of defense and settlement costs, diversion of management resources, and other factors.

Item 1A. Risk Factors

An investment in our Class A common stock involves risks. Before making an investment decision, you should carefully consider all of the information in this Quarterly Report, including in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Condensed Consolidated Financial Statements and related notes. In addition, you should carefully consider the risks and uncertainties described in the section entitled “Risk Factors” in our Annual Report, which was filed with the SEC on February 28, 2022, as well as in our other public filings with the SEC. If any of the identified risks are realized, our business, financial condition, operating results and prospects could be materially and adversely affected. In that case, the trading price of our Class A common stock may decline, and you could lose all or part of your investment. In addition, other risks of which we are currently unaware, or which we do not currently view as material, could have a material adverse effect on our business, financial condition, operating results and prospects. As of the date of this report, there have been no material changes to the risk factors previously disclosed in the Annual Report. We may, however, disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 5. Other Information

On October 25, 2022, Jon Walker, our Founder and Chief Technology Officer, announced his intention to step down from his position as Chief Technology Officer, effective December 31, 2022. Mr. Walker will continue to serve at AppFolio as Founder, focusing primarily on growing the business, and will work to transition the responsibilities of the Chief Technology Officer among others within the organization over the coming months. We do not intend to appoint a new Chief Technology Officer at this time.

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Item 6. Exhibits


			Exhibit Number						Description of Document
			31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
			31.2						Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
			32.1*						Certifications of Chief 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.INS						Inline XBRL Instance Document.
			101.SCH						Inline XBRL Taxonomy Extension Schema Document.
			101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
			101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
			101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
			101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
			104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

			*						The certifications attached as Exhibit 32.1 accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act, and are not to be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in any such filing.

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SIGNATURES

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

AppFolio, Inc.

Date:

~~May 9,~~October 27, 2022

By:

/s/ Jason Randall

Jason Randall

Chief Executive Officer

(Principal Executive Officer)

Date:

~~May 9,~~October 27, 2022

By:

/s/ Fay Sien Goon

Fay Sien Goon

Chief Financial Officer

(Principal Financial and Accounting Officer)


	Three Months Ended March 31, 2021
	Gross Realized Gains		Gross Realized Losses		Gross Proceeds from Sales		Gross Proceeds from Maturities



Treasury securities	$	1	$	—	$	17,899	$	1,000


	March 31,		December 31,
	2022		2021
Accrued vacation	$	11,061	$	10,675
Accrued bonuses	4,688		13,101
Accrued commissions	1,614		2,048
Accrued payroll	5,994		3,068
Accrued severance	511		—
Accrued payroll taxes and other	1,283		1,173
Total accrued employee expenses—current	$	25,151	$	30,065