UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 September 30, ~~2021~~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: 001-38098

APPIAN CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Delaware						54-1956084
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

7950 Jones Branch Drive McLean, VA						22102
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (703) 442-8844

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


Title of each class	Trading symbol	Name of each exchange on which registered
Class A Common Stock	APPN	The Nasdaq Stock Market LLC

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Small 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 ~~November 1, 2021,~~October 31, 2022, there were ~~39,683,710~~41,049,803 shares of the registrant’s Class A common stock and ~~31,499,516~~31,497,796 shares of the registrant’s Class B common stock, each with a par value of $0.0001 per share, outstanding.

Table of Contents

~~Table of Contents~~


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	43
	~~Condensed~~ Consolidated Balance Sheets as of September 30, 2022 ~~30, 2021 (unaudited)~~ and December 31, 20202021	43
	~~Condensed~~ Consolidated Statements of Operations for the three and nine months ended September 30, ~~2021~~2022 and September 30, ~~2020 (unaudited)~~2021	4
	~~Condensed~~ Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, ~~2021~~2022 and September 30, ~~2020 (unaudited)~~2021	65
	~~Condensed~~ Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, ~~2021~~2022 and September 30, ~~2020 (unaudited)~~2021	76
	~~Condensed~~ Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2021~~2022 and September 30, ~~2020 (unaudited)~~2021	98
	Notes to Condensed Consolidated Financial Statements ~~(unaudited)~~	109

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2827
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4544
Item 4.	Controls and Procedures	4544

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	4746
Item 1A.	Risk Factors	4746
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4746
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	4849
Signatures		4950

PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

APPIAN CORPORATION ~~AND SUBSIDIARIES~~

~~CONDENSED~~ CONSOLIDATED BALANCE SHEETS

(in thousands, except ~~share~~par value and ~~per~~ share data)


		As of					As of
		September 30, 2021		December 31, 2020			September 30, 2022		December 31, 2021
		(unaudited)					(unaudited)
Assets	Assets					Assets
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	127,122	$	112,462	Cash and cash equivalents	$	51,802	$	100,796
Short-term investments and marketable securities	Short-term investments and marketable securities	61,384		109,826		Short-term investments and marketable securities	40,885		55,179
Accounts receivable, net of allowance of $1,400 as of each of September 30, 2021 and December 31, 2020		110,223		97,278
Accounts receivable, net of allowance of $1,901 and $1,400, respectively						Accounts receivable, net of allowance of $1,901 and $1,400, respectively	143,385		130,049
Deferred commissions, current	Deferred commissions, current	21,632		17,899		Deferred commissions, current	27,874		24,668
Prepaid expenses and other current assets	Prepaid expenses and other current assets	26,208		27,955		Prepaid expenses and other current assets	31,976		26,781
Restricted cash, current						Restricted cash, current	2,053		791
Total current assets	Total current assets	346,569		365,420		Total current assets	297,975		338,264
Property and equipment, net		34,280		35,404
Property and equipment, net of accumulated depreciation of $18,189 and $14,106, respectively						Property and equipment, net of accumulated depreciation of $18,189 and $14,106, respectively	38,692		36,913
Long-term investments	Long-term investments	—		36,120		Long-term investments	—		12,044
Goodwill	Goodwill	27,414		4,862		Goodwill	24,045		27,795
Intangible assets, net of accumulated amortization of $902 and $429 as of September 30, 2021 and December 31, 2020, respectively		8,527		1,744
Operating right-of-use assets		29,218		30,659
Intangible assets, net of accumulated amortization of $2,131 and $1,260, respectively						Intangible assets, net of accumulated amortization of $2,131 and $1,260, respectively	5,139		7,144
Right-of-use assets for operating leases						Right-of-use assets for operating leases	31,841		27,897
Deferred commissions, net of current portion	Deferred commissions, net of current portion	42,035		34,198		Deferred commissions, net of current portion	51,526		49,017
Deferred tax assets	Deferred tax assets	991		489		Deferred tax assets	2,518		1,025
Restricted cash, non-current		3,240		—
Restricted cash, net of current portion						Restricted cash, net of current portion	—		2,373
Other assets	Other assets	2,096		3,625		Other assets	2,824		2,047
Total assets	Total assets	$	494,370	$	512,521	Total assets	$	454,560	$	504,519
Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	9,899	$	2,967	Accounts payable	$	5,082	$	5,766
Accrued expenses	Accrued expenses	10,278		5,821		Accrued expenses	12,710		15,483
Accrued compensation and related benefits	Accrued compensation and related benefits	28,727		22,981		Accrued compensation and related benefits	35,408		35,126
Deferred revenue, current	Deferred revenue, current	122,833		116,256		Deferred revenue, current	161,154		150,169
Operating lease liabilities, current	Operating lease liabilities, current	6,606		6,923		Operating lease liabilities, current	7,434		8,110
Other current liabilities	Other current liabilities	77		940		Other current liabilities	2,603		1,067
Total current liabilities	Total current liabilities	178,420		155,888		Total current liabilities	224,391		215,721
Operating lease liabilities, net of current portion	Operating lease liabilities, net of current portion	49,592		51,194		Operating lease liabilities, net of current portion	52,710		48,784
Deferred revenue, net of current portion	Deferred revenue, net of current portion	2,041		3,886		Deferred revenue, net of current portion	3,408		2,430
Deferred tax liabilities	Deferred tax liabilities	82		70		Deferred tax liabilities	153		209
Other non-current liabilities	Other non-current liabilities	7,759		4,878		Other non-current liabilities	956		3,458
Total liabilities	Total liabilities	237,894		215,916		Total liabilities	281,618		270,602
Stockholders’ equity	Stockholders’ equity					Stockholders’ equity
Class A common stock—par value $0.0001; 500,000,000 shares authorized and 39,667,317 shares issued and outstanding as of September 30, 2021; 500,000,000 shares authorized and 38,971,324 shares issued and outstanding as of December 31, 2020		4		4
Class B common stock—par value $0.0001; 100,000,000 shares authorized and 31,499,516 shares issued and outstanding as of September 30, 2021; 100,000,000 shares authorized and 31,707,866 shares issued and outstanding as of December 31, 2020		3		3
Class A common stock—par value $0.0001; 500,000,000 shares authorized and 41,043,099 shares issued and outstanding as of September 30, 2022; 500,000,000 shares authorized and 39,964,298 shares issued and outstanding as of December 31, 2021						Class A common stock—par value $0.0001; 500,000,000 shares authorized and 41,043,099 shares issued and outstanding as of September 30, 2022; 500,000,000 shares authorized and 39,964,298 shares issued and outstanding as of December 31, 2021	4		4
Class B common stock—par value $0.0001; 100,000,000 shares authorized and 31,497,796 shares issued and outstanding as of September 30, 2022; 100,000,000 shares authorized and 31,497,796 shares issued and outstanding as of December 31, 2021						Class B common stock—par value $0.0001; 100,000,000 shares authorized and 31,497,796 shares issued and outstanding as of September 30, 2022; 100,000,000 shares authorized and 31,497,796 shares issued and outstanding as of December 31, 2021	3		3
Additional paid-in capital	Additional paid-in capital	490,565		470,498		Additional paid-in capital	549,760		497,128
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(2,410)		(5,010)		Accumulated other comprehensive loss	(2,790)		(5,687)
Accumulated deficit	Accumulated deficit	(231,686)		(168,890)		Accumulated deficit	(374,035)		(257,531)
Total stockholders’ equity	Total stockholders’ equity	256,476		296,605		Total stockholders’ equity	172,942		233,917
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	494,370	$	512,521	Total liabilities and stockholders’ equity	$	454,560	$	504,519

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

APPIAN CORPORATION ~~AND SUBSIDIARIES~~

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except ~~share and~~ per share data)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Revenue	Revenue									Revenue
Subscriptions	Subscriptions	$	67,240	$	50,760	$	187,952	$	142,614	Subscriptions	$	86,520	$	67,240	$	246,908	$	187,952
Professional services	Professional services	25,177		26,544		76,319		80,329		Professional services	31,356		25,177		95,297		76,319
Total revenue	Total revenue	92,417		77,304		264,271		222,943		Total revenue	117,876		92,417		342,205		264,271
Cost of revenue	Cost of revenue									Cost of revenue
Subscriptions	Subscriptions	7,092		5,101		19,806		15,185		Subscriptions	9,313		7,092		26,065		19,806
Professional services	Professional services	19,415		16,450		56,065		51,641		Professional services	24,447		19,415		72,011		56,065
Total cost of revenue	Total cost of revenue	26,507		21,551		75,871		66,826		Total cost of revenue	33,760		26,507		98,076		75,871
Gross profit	Gross profit	65,910		55,753		188,400		156,117		Gross profit	84,116		65,910		244,129		188,400
Operating expenses	Operating expenses									Operating expenses
Sales and marketing	Sales and marketing	42,071		31,633		118,575		94,891		Sales and marketing	54,912		42,071		157,104		118,575
Research and development	Research and development	26,510		18,150		71,062		51,366		Research and development	37,623		26,510		101,401		71,062
General and administrative	General and administrative	20,226		13,485		56,726		38,076		General and administrative	29,357		20,226		90,014		56,726
Total operating expenses	Total operating expenses	88,807		63,268		246,363		184,333		Total operating expenses	121,892		88,807		348,519		246,363
Operating loss	Operating loss	(22,897)		(7,515)		(57,963)		(28,216)		Operating loss	(37,776)		(22,897)		(104,390)		(57,963)
Other expense (income)
Other expense (income), net		2,329		(4,277)		4,141		(1,845)
Other non-operating expense										Other non-operating expense
Other expense, net										Other expense, net	5,876		2,329		12,815		4,141
Interest expense	Interest expense	72		119		233		390		Interest expense	89		72		222		233
Total other expense (income)		2,401		(4,158)		4,374		(1,455)
Total other non-operating expense										Total other non-operating expense	5,965		2,401		13,037		4,374
Loss before income taxes	Loss before income taxes	(25,298)		(3,357)		(62,337)		(26,761)		Loss before income taxes	(43,741)		(25,298)		(117,427)		(62,337)
Income tax expense		86		255		459		335
Income tax expense (benefit)										Income tax expense (benefit)	255		86		(924)		459
Net loss	Net loss	$	(25,384)	$	(3,612)	$	(62,796)	$	(27,096)	Net loss	$	(43,996)	$	(25,384)	$	(116,503)	$	(62,796)
Net loss per share:	Net loss per share:									Net loss per share:
Basic and diluted	Basic and diluted	$	(0.36)	$	(0.05)	$	(0.89)	$	(0.39)	Basic and diluted	$	(0.61)	$	(0.36)	$	(1.61)	$	(0.89)
Weighted average common shares outstanding:	Weighted average common shares outstanding:									Weighted average common shares outstanding:
Basic and diluted	Basic and diluted	71,118,881		69,923,553		70,935,585		68,611,994		Basic and diluted	72,503		71,119		72,372		70,936

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

APPIAN CORPORATION ~~AND SUBSIDIARIES~~

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited, in thousands)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Net loss	Net loss	$	(25,384)	$	(3,612)	$	(62,796)	$	(27,096)	Net loss	$	(43,996)	$	(25,384)	$	(116,503)	$	(62,796)
Comprehensive income (loss), net of income taxes	Comprehensive income (loss), net of income taxes									Comprehensive income (loss), net of income taxes
Foreign currency translation adjustment		28		(1,960)		2,569		(2,157)
Unrealized gains on available-for-sale securities		—		—		31		—
Foreign currency translation adjustments										Foreign currency translation adjustments	308		28		3,032		2,569
Unrealized gains (losses) on available-for-sale securities										Unrealized gains (losses) on available-for-sale securities	59		—		(135)		31
Total other comprehensive loss, net of income taxes	Total other comprehensive loss, net of income taxes	$	(25,356)	$	(5,572)	$	(60,196)	$	(29,253)	Total other comprehensive loss, net of income taxes	$	(43,629)	$	(25,356)	$	(113,606)	$	(60,196)

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

APPIAN CORPORATION ~~AND SUBSIDIARIES~~

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(unaudited, in thousands, except share data)

Accumulated Other Comprehensive (Loss) Income Total Stockholders' Equity
Common Stock Additional Paid-In Capital Accumulated Deficit
Shares Amount
Balance, January 1, 2021 70,679,190 $ 7 $ 470,498 $ (5,010) $ (168,890) $ 296,605
Net loss — — — — (13,587) (13,587)
Issuance of common stock to directors 960 — — — — —
Vesting of restricted stock units 56,326 — — — — —
Exercise of stock options 88,269 — 625 — — 625
Stock-based compensation expense — — 7,894 — — 7,894
Other comprehensive income — — — 4,023 — 4,023
Balance, March 31, 2021 70,824,745 7 479,017 (987) (182,477) 295,560
Net loss — — — — (23,825) (23,825)
Issuance of common stock to directors 1,175 — — — — —
Vesting of restricted stock units 43,024 — — — — —
Exercise of stock options 211,651 — 1,464 — — 1,464
Stock-based compensation expense — — 4,598 — — 4,598
Other comprehensive loss — — — (1,451) — (1,451)
Balance, June 30, 2021 71,080,595 7 485,079 (2,438) (206,302) 276,346
Net loss — — — — (25,384) (25,384)
Issuance of common stock to directors 1,130 — — — — —
Vesting of restricted stock units 38,148 — — — — —
Exercise of stock options 46,960 — 286 — — 286
Stock-based compensation expense — — 5,200 — — 5,200
Other comprehensive income — — — 28 — 28
Balance, September 30, 2021 71,166,833 $ 7 $ 490,565 $ (2,410) $ (231,686) $ 256,476

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


						Accumulated Other Comprehensive (Loss) Income				Total Stockholders' Equity
	Common Stock			Additional Paid-In Capital				Accumulated Deficit
	Shares	Amount
Balance, December 31, 2021	71,462,094	$	7	$	497,128	$	(5,687)	$	(257,531)	$	233,917
Net loss	—	—		—		—		(23,154)		(23,154)
Issuance of common stock to directors	2,395	—		—		—		—		—
Vesting of restricted stock units	47,038	—		—		—		—		—
Exercise of stock options	815,833	—		24,404		—		—		24,404
Stock-based compensation expense	—	—		6,943		—		—		6,943
Other comprehensive income	—	—		—		646		—		646
Balance, March 31, 2022	72,327,360	7		528,475		(5,041)		(280,685)		242,756
Net loss	—	—		—		—		(49,354)		(49,354)
Issuance of common stock to directors	2,565	—		—		—		—		—
Vesting of restricted stock units	52,634	—		—		—		—		—
Exercise of stock options	61,955	—		626		—		—		626
Stock-based compensation expense	—	—		9,148		—		—		9,148
Other comprehensive income	—	—		—		1,884		—		1,884
Balance, June 30, 2022	72,444,514	7		538,249		(3,157)		(330,039)		205,060
Net loss	—	—		—		—		(43,996)		(43,996)
Issuance of common stock to directors	4,613	—		—		—		—		—
Vesting of restricted stock units	67,164	—		—		—		—		—
Exercise of stock options	24,604	—		175		—		—		175
Stock-based compensation expense	—	—		11,336		—		—		11,336
Other comprehensive income	—	—		—		367		—		367
Balance, September 30, 2022	72,540,895	$	7	$	549,760	$	(2,790)	$	(374,035)	$	172,942

APPIAN CORPORATION ~~AND SUBSIDIARIES~~

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(unaudited, in thousands, except share data)

Accumulated Other Comprehensive (Loss) Income Total Stockholders' Equity
Common Stock Additional Paid-In Capital Accumulated Deficit
Shares Amount
Balance, January 1, 2020 67,468,022 $ 6 $ 340,929 $ (285) $ (135,413) $ 205,237
Net loss — — — — (11,669) (11,669)
Issuance of common stock to directors 1,946 — — — — —
Vesting of restricted stock units 46,031 — — — — —
Exercise of stock options 129,082 — 670 — — 670
Stock-based compensation expense — — 3,476 — — 3,476
Other comprehensive income — — — 17 — 17
Balance, March 31, 2020 67,645,081 6 345,075 (268) (147,082) 197,731
Net loss — — — — (11,815) (11,815)
Issuance of common stock from public offering, net of issuance costs 1,931,206 1 107,914 — — 107,915
Issuance of common stock to directors 2,296 — — — — —
Vesting of restricted stock units 13,567 — — — — —
Exercise of stock options 248,165 — 1,571 — — 1,571
Stock-based compensation expense — — 3,614 — — 3,614
Other comprehensive loss — — — (214) — (214)
Balance, June 30, 2020 69,840,315 7 458,174 (482) (158,897) 298,802
Net loss — — — — (3,612) (3,612)
Issuance of common stock to directors 2,417 — — — — —
Vesting of restricted stock units 33,641 — — — — —
Exercise of stock options 143,816 — 934 — — 934
Stock-based compensation expense — — 3,578 — — 3,578
Other comprehensive loss — — — (1,960) — (1,960)
Balance, September 30, 2020 70,020,189 $ 7 $ 462,686 $ (2,442) $ (162,509) $ 297,742

~~APPIAN CORPORATION AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(unaudited, in thousands)~~

Nine Months Ended September 30,
2021 2020
Cash flows from operating activities:
Net loss $ (62,796) $ (27,096)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 4,071 4,485
Bad debt expense 61 778
Loss on disposal of property and equipment 78 22
Change in fair value of available-for-sale securities (31) —
Deferred income taxes (522) (162)
Stock-based compensation 17,692 10,668
Changes in assets and liabilities:
Accounts receivable (10,005) (22,594)
Prepaid expenses and other assets 2,734 4,491
Deferred commissions (11,570) (4,349)
Accounts payable and accrued expenses 10,797 (2,456)
Accrued compensation and related benefits 5,782 5,844
Other current and non-current liabilities 2,858 2,963
Deferred revenue 6,829 10,531
Operating lease liabilities (476) 3,422
Net cash used in operating activities (34,498) (13,453)
Cash flows from investing activities:
Proceeds from sale of investments 84,592 —
Payments for acquisitions, net of cash acquired (30,729) (6,138)
Purchases of property and equipment (2,473) (1,036)
Net cash provided by (used in) investing activities 51,390 (7,174)
Cash flows from financing activities:
Principal payments on finance leases — (1,080)
Proceeds from public offering, net of underwriting discounts — 108,260
Payments of costs related to public offerings — (18)
Proceeds from exercise of common stock options 2,375 3,175
Net cash provided by financing activities 2,375 110,337
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash (1,367) 1,623
Net increase in cash, cash equivalents, and restricted cash 17,900 91,333
Cash, cash equivalents, and restricted cash at beginning of period 112,462 159,755
Cash, cash equivalents, and restricted cash at end of period $ 130,362 $ 251,088
Supplemental disclosure of cash flow information:
Cash paid for interest $ 240 $ 116
Cash paid for income taxes $ 1,196 $ 630





						Accumulated Other Comprehensive (Loss) Income				Total Stockholders' Equity
	Common Stock			Additional Paid-In Capital				Accumulated Deficit
	Shares	Amount
Balance, December 31, 2020	70,679,190	$	7	$	470,498	$	(5,010)	$	(168,890)	$	296,605
Net loss	—	—		—		—		(13,587)		(13,587)
Issuance of common stock to directors	960	—		—		—		—		—
Vesting of restricted stock units	56,326	—		—		—		—		—
Exercise of stock options	88,269	—		625		—		—		625
Stock-based compensation expense	—	—		7,894		—		—		7,894
Other comprehensive income	—	—		—		4,023		—		4,023
Balance, March 31, 2021	70,824,745	7		479,017		(987)		(182,477)		295,560
Net loss	—	—		—		—		(23,825)		(23,825)
Issuance of common stock to directors	1,175	—		—		—		—		—
Vesting of restricted stock units	43,024	—		—		—		—		—
Exercise of stock options	211,651	—		1,464		—		—		1,464
Stock-based compensation expense	—	—		4,598		—		—		4,598
Other comprehensive loss	—	—		—		(1,451)		—		(1,451)
Balance, June 30, 2021	71,080,595	7		485,079		(2,438)		(206,302)		276,346
Net loss	—	—		—		—		(25,384)		(25,384)
Issuance of common stock to directors	1,130	—		—		—		—		—
Vesting of restricted stock units	38,148	—		—		—		—		—
Exercise of stock options	46,960	—		286		—		—		286
Stock-based compensation expense	—	—		5,200		—		—		5,200
Other comprehensive loss	—	—		—		28		—		28
Balance, September 30, 2021	71,166,833	$	7	$	490,565	$	(2,410)	$	(231,686)	$	256,476

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

APPIAN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)


	Nine Months Ended September 30,
	2022		2021
Cash flows from operating activities
Net loss	$	(116,503)	$	(62,796)
Adjustments to reconcile net loss to net cash used by operating activities
Stock-based compensation	27,427		17,692
Depreciation and amortization	5,332		4,071
Bad debt expense	561		61
Loss on disposal of property and equipment	—		78
Change in fair value of available-for-sale securities	—		(31)
Deferred income taxes	(1,549)		(522)
Changes in assets and liabilities
Accounts receivable	(9,114)		(10,005)
Prepaid expenses and other assets	(6,723)		2,734
Deferred commissions	(5,715)		(11,570)
Accounts payable and accrued expenses	(3,654)		10,797
Accrued compensation and related benefits	1,634		5,782
Other current and non-current liabilities	(383)		2,858
Deferred revenue	15,414		6,829
Operating lease liabilities	(685)		(476)
Net cash used by operating activities	(93,958)		(34,498)
Cash flows from investing activities
Purchases of investments	(31,214)		—
Proceeds from investments	57,417		84,592
Payments for acquisitions, net of cash acquired	—		(30,729)
Purchases of property and equipment	(5,861)		(2,473)
Net cash provided by investing activities	20,342		51,390
Cash flows from financing activities
Proceeds from exercise of common stock options	25,205		2,375
Net cash provided by financing activities	25,205		2,375
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash	(1,694)		(1,367)
Net (decrease) increase in cash, cash equivalents, and restricted cash	(50,105)		17,900
Cash, cash equivalents, and restricted cash at beginning of period	103,960		112,462
Cash, cash equivalents, and restricted cash at end of period	$	53,855	$	130,362

Supplemental disclosure of cash flow information
Cash paid for interest	$	243	$	240
Cash paid for income taxes	$	749	$	1,196
Supplemental disclosure of non-cash investing and financing activities
Accrued capital expenditures	$	317	$	—

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

APPIAN CORPORATION ~~AND SUBSIDIARIES~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Organization and Description of Business

Appian Corporation (together with its subsidiaries, “Appian,” the “Company,” “we,” or “our”) ~~helps organizations build applications~~is a unified platform for change. We accelerate customers’ businesses by discovering, designing, and ~~workflows rapidly, with a low-code automation platform. Combining people, technologies, and data~~automating their most important processes. The Appian Low-Code Platform combines the key capabilities needed to get work done faster, Process Mining + Workflow + Automation, in a ~~single workflow,~~unified low-code platform. Appian ~~can help companies maximize their resources~~is open, enterprise grade, and improve business results. Many of the world’s largest organizations use Appian applications to improve customer experience, achieve operational excellence, and simplify global risk management and compliance. We were incorporated in the state of Delaware in August 1999. trusted by industry leaders.

We are headquartered in McLean, Virginia and operate both in the U.S. and internationally, including Australia, Canada, France, Germany, India, Italy, Japan, Mexico, the Netherlands, Singapore, Spain, Sweden, Switzerland, and the United ~~Kingdom, France, Germany, the Netherlands, Italy, Australia, Spain, Singapore, Sweden, and Japan.~~Kingdom.

2. ~~Significant~~ Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for interim financial ~~information.~~reporting. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, changes in stockholders’ equity, and cash flows. The results of operations for the current period are not necessarily indicative of the results for the full year or the results for any future periods. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related footnotes included in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the Securities and Exchange Commission (the “SEC”) on February ~~18, 2021.~~17, 2022.

Use of Estimates

Significant estimates embedded in the condensed consolidated financial statements include, but are not limited to, revenue recognition, income taxes and the related valuation allowance, ~~the valuation of goodwill and intangible assets,~~ leases, costs to obtain a contract with a customer, the valuation of financial instruments, and stock-based compensation.

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

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Appian and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

~~Public Offering~~

In June 2020, we completed an underwritten public offering of 2,500,000 shares of our Class A common stock, of which 1,931,206 shares of Class A common stock were sold by us and 568,794 shares of Class A common stock were sold by existing stockholders. The underwriter purchased the shares from us and the selling stockholders at a price of $56.50 per share. Our net

~~APPIAN CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

proceeds from the offering were $107.9 million, after deducting underwriting discounts and commissions and offering expenses. We did not receive any of the proceeds from the sale of shares by the selling stockholders.

Revenue Recognition

Refer to Note 3 for a detailed discussion on specific revenue recognition principles related to our major revenue streams.

APPIAN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Cost of Revenue

Subscriptions

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

Professional Services

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

Concentration of Credit and Customer Risk

Our financial instruments exposed to concentration of credit and customer risk consist primarily of cash, cash equivalents, ~~and~~ restricted cash, accounts receivable, and our short- and long-term investments. Deposits held with banks may exceed the amount of insurance provided on such deposits; however, we believe the financial institutions holding our cash deposits are financially sound and, accordingly, minimal credit risk exists with respect to these balances.

With regard to our customers, credit evaluation and account monitoring procedures are used to minimize the risk of loss. ~~We believe no additional credit risk beyond amounts provided~~Revenue generated from government agencies represented 21.2% and 19.2% of our revenue for ~~collection loss are inherent in accounts receivable.~~the three and nine months ended September 30, 2022, respectively, of which the top three U.S. federal government agencies generated 5.5% and 4.8% of our revenue for the three and nine months ended September 30, 2022, respectively. Additionally, 31.3% and 33.2% of our revenue during the three and nine months ended September 30, 2022, respectively, was generated from foreign customers. Revenue generated from government agencies represented 19.2% and 20.0% of our revenue for the three and nine months ended September 30, 2021, respectively, of which the top 3three U.S. federal government agencies generated 7.5% and 6.3% of our revenue for the three and nine months ended September 30, 2021, respectively. Additionally, 32.0% and 33.1% of our revenue during the three and nine months ended September 30, 2021, respectively, was generated from foreign customers. Revenue generated from government agencies represented 19.9% and 17.9% of our revenue for the three and nine months ended September 30, 2020, respectively, of which the top 3 U.S. federal government agencies generated 8.7% and 7.4% of our revenue for the three and nine months ended September 30, 2020, respectively. Additionally, 32.2% and 34.0% of our revenue during the three and nine months ended September 30, 2020, respectively, was generated from foreign customers.

Cash, Cash Equivalents, and Restricted Cash

We consider all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase, as well as overnight repurchase agreements, to be cash equivalents. Restricted cash consists of cash designated to settle an escrow liability stemming from a holdback agreement enacted pursuant to our acquisition of Lana Labs GmbH ("(“Lana ~~Labs"~~Labs”). ~~The restrictions on~~We paid 25% of the ~~restricted cash~~ balance ~~will lapse~~ on ~~the later of either two months following the establishment of Lana Labs' annual financial statements for the year ended December 31, 2021 or October 31, 2022. The restrictions on~~September 28, 2022, and the remaining 75% of the balance ~~will lapse~~is due on August 11, 2023.

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


	As of
	September 30, 2022		December 31, 2021		September 30, 2021		December 31, 2020
Cash and cash equivalents	$	51,802	$	100,796	$	127,122	$	112,462
Restricted cash, current	2,053		791		—		—
Restricted cash, net of current portion	—		2,373		3,240		—
Total cash, cash equivalents, and restricted cash	$	53,855	$	103,960	$	130,362	$	112,462

1110

APPIAN CORPORATION ~~AND SUBSIDIARIES~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

As of September 30,
2021 2020
Cash and cash equivalents $ 127,122 $ 251,088
Restricted cash, non-current 3,240 —
Total cash, cash equivalents, and restricted cash $ 130,362 $ 251,088

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at realizable value, net of an allowance for doubtful accounts. The allowance for doubtful accounts is based on our assessment of the collectability of accounts and incorporates an estimation of expected lifetime credit losses on our receivables. We regularly review the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, and current economic trends. If the financial condition of our customers were to deteriorate, resulting in their inability to make required payments, additional provisions for doubtful accounts would be required and would increase bad debt expense. ~~There was no increase in the~~The allowance for doubtful accounts ~~from~~totaled $1.9 million and $1.4 million as of September 30, 2022 and December 31, ~~2020 to September 30,~~ 2021.

Assets Recognized from the Costs to Obtain a Contract with a Customer

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

Amortization associated with deferred ~~commissions~~commission is recorded to sales and marketing ~~costs~~expense in our ~~condensed~~ consolidated statements of operations. Commission expense was $9.5 million and $26.5 million for the three and nine months ended September 30, 2022, respectively. Commission expense was $8.2 million and $22.5 million for the three and nine months ended September 30, 2021, respectively. ~~Commission expense was $5.6 million and $16.7 million for the three and nine months ended September 30, 2020, respectively.~~

Property and Equipment

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

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


Asset Category						Useful Life (in years)
Computer software						3
Computer hardware						3
Equipment						5
Office furniture and fixtures						10
Leasehold improvements						(a)

(a) Leasehold improvements have an estimated useful life of the shorter of the useful life of the assets or the lease term.

~~APPIAN CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~Business Combinations~~

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

During the measurement period, which can be up to one year from the acquisition date, these estimates may be refined, as necessary, and we may record adjustments to the fair value of tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or the final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our condensed consolidated statements of operations. Acquisition related expenses and post-acquisition integration costs are recognized separately from the business combination and are expensed as incurred.

~~Acquired property and equipment is depreciated on a straight-line basis over the assets' respective estimated remaining useful lives.~~

~~Impairment of Goodwill and Long-Lived Assets~~

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

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

Because we operate under 1 reporting unit, the fair value of our reporting unit is based on our enterprise value. No indicators of impairment were identified for the three and nine months ended September 30, 2021 and 2020.

Investments and Fair Value of Financial Instruments

Refer to Note 15 for a detailed discussion on our policies specific to investments and determining fair value.

Stock-Based Compensation

~~We account~~Refer to Note 11 for ~~stock-based compensation expense~~a detailed discussion on our policies related to stock-based awards based on the estimated fair value of the award on the grant date. We calculate the fair value of stock options containing only a service condition using the Black-Scholes option pricing model. The fair value of restricted stock units ("RSUs") is based on the closing market price of our common stock on the Nasdaq Global Market on the date of grant. For service-based awards such as RSUs, stock-based compensation expense is recognized on a straight-line basis over the requisite service period. For performance-based awards, stock-based compensation expense is recognized using the accelerated attribution method based on the probability of satisfying the performance condition. For awards that contain market conditions, compensation expense is measured using a Monte Carlo simulation and recognized using the accelerated attribution method over the derived service period based on the expected market performance as of the grant date. We account for forfeitures as they occur rather than estimating expected forfeitures.

~~Leases~~

compensation.

1311

APPIAN CORPORATION ~~AND SUBSIDIARIES~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

Recent Accounting Pronouncements

Adopted

~~In December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12,~~ ~~Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends and aims to simplify~~We did not adopt any new accounting ~~disclosure requirements regarding~~guidance in 2022 that had a ~~number of topics including, but not limited~~material impact on our condensed consolidated financial statements or disclosures.

Not Yet Adopted

There is no pending accounting guidance that we expect to intraperiod tax allocations, accounting for deferred taxes when there are changes in the consolidation of certain investments, tax basis step ups in an acquisition, and the application of effective rate changes during interim periods. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The adoption of the new guidance did not have a material impact on our condensed consolidated financial ~~statements.~~

~~Not Yet Adopted~~

~~In March 2020, the FASB issued ASU 2020-04,~~ ~~Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848),~~ which provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates such as the Secured Overnight Financing Rate ("SOFR"). This guidance is effective upon issuance and generally can be applied through the end of calendar year 2022. We are currently evaluating the impact and applicability of this new standard.

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

3. Revenue

Revenue Recognition

We generate subscriptions revenue primarily through the sale of ~~software as a service ("SaaS")~~cloud subscriptions bundled with maintenance and support and hosting services as well as term license subscriptions bundled with maintenance and support. We generate professional services revenue from fees for our consulting services, including application development and deployment assistance as well as training related to our platform.

The following table summarizes revenue ~~from contracts with customers for~~recorded during the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2022		2021		2022		2021
SaaS subscriptions		$	46,699	$	34,312	$	128,238	$	92,282
Cloud subscriptions										Cloud subscriptions	$	60,621	$	46,699	$	171,083	$	128,238
Term license subscriptions	Term license subscriptions	15,114		11,830		44,290		37,002		Term license subscriptions	19,773		15,114		58,543		44,290
Maintenance and support	Maintenance and support	5,427		4,618		15,424		13,330		Maintenance and support	6,126		5,427		17,282		15,424
Total subscriptions	Total subscriptions	67,240		50,760		187,952		142,614		Total subscriptions	86,520		67,240		246,908		187,952
Professional services	Professional services	25,177		26,544		76,319		80,329		Professional services	31,356		25,177		95,297		76,319
Total revenue	Total revenue	$	92,417	$	77,304	$	264,271	$	222,943	Total revenue	$	117,876	$	92,417	$	342,205	$	264,271

Performance Obligations and Timing of Revenue Recognition

~~APPIAN CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

We primarily sell products and services that fall into the categories discussed below. Each category contains one or more performance obligations that are either (1) capable of being distinct (i.e., the customer can benefit from the product or service on its own or together with readily available resources, including those purchased separately from us) and distinct within the context of the contract (i.e., separately identified from other promises in the contract) or (2) a series of distinct products or services that are substantially the same and have the same pattern of transfer to the customer. Our term license subscriptions are delivered at a point in time while our ~~SaaS~~cloud subscriptions, maintenance and support, and professional services are delivered over time.

Subscriptions Revenue

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

~~SaaS~~Cloud Subscriptions

APPIAN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

Term License Subscriptions

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

Maintenance and Support

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

Professional Services Revenue

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

Consulting Services

We sell consulting services to assist customers in planning and executing the deployment of our software. Customers are not required to use consulting services to fully benefit from the software. Consulting services are regularly sold on a standalone basis and either (1) under a fixed-fee arrangement or (2) on a time and materials basis. Consulting services contracts are ~~each~~ considered separate performance obligations because they do not integrate with each other or with other products and services to deliver a combined output to the customer, do not modify or customize (or are not modified or customized by) each other or other products and services, and do not affect the customer's ability to use the other consulting offerings or other products and

~~APPIAN CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

services. Revenue under consulting contracts is recognized over time as services are delivered. For time and materials-based consulting contracts, we have elected the practical expedient of recognizing revenue upon invoicing since the invoiced amount corresponds directly to the value of our service to date.

Training Services

We sell various training services to our customers. Training services are sold in the form of prepaid training credits that are redeemed based on a fixed rate per course. Training revenue is recognized when the associated training services are delivered.

Significant Judgments and Estimates

Determining the Transaction Price

The transaction price ~~includes~~is the total amount of consideration we expect to receive in exchange for the service offerings in a contract and may include both fixed and variable ~~consideration.~~components. Variable consideration is included in the transaction price to the extent it is probable a significant reversal will not occur. The amount of variable consideration excluded from the transaction price for the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021 was insignificant. Our estimates of variable

APPIAN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

consideration are also subject to subsequent true-up adjustments and may result in changes to transaction prices; however, such true-up adjustments are not expected to be material.

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

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

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

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

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

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

Contract Balances

Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to our contracts with customers. Contract assets primarily relate to unbilled amounts for contracts with customers for which the amount of revenue recognized exceeds the amount billed to the customer. Contract assets are transferred to accounts receivable when the right to invoice becomes unconditional. As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, contract assets of ~~$13.4~~$15.3 million and ~~$20.1~~$14.0 million, respectively, are included in the Prepaid expenses and other current assets and Other assets line items in our ~~condensed~~ consolidated balance sheets.

Contract liabilities consist of deferred revenue and include payments received in advance of the satisfaction of performance obligations. Deferred revenue is then recognized as the revenue recognition criteria are met. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current, and the remaining deferred revenue is recorded as

~~APPIAN CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

non-current. For the nine months ended September 30, ~~2021,~~2022, we recognized ~~$103.5~~$134.4 million of revenue that was included in the deferred revenue balance as of December 31, ~~2020.~~2021.

Transaction Price Allocated to the Remaining Performance Obligations

As of September 30, ~~2021,~~2022, we had an aggregate transaction price of ~~$246.7~~$319.9 million allocated to unsatisfied performance obligations. We expect to recognize ~~$223.9~~$209.6 million of this balance as revenue over the next 2412 months with the remaining amount recognized thereafter.

4. Leases

~~At the inception~~As of ~~an arrangement, we determine whether the arrangement is or contains a~~September 30, 2022, our lease ~~based on the unique facts and circumstances present and the classification~~portfolio consists entirely of ~~the lease. Operating~~operating leases, with a term greater than one year are recognized on the balance sheet as right-of-use ("ROU") assets, lease liabilities, and, if applicable, long-term lease liabilities. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. We have elected not to recognize on our condensed consolidated balance sheets leases with a term of one year or less. For contracts with lease and non-lease components, we have elected not to allocate the contract consideration but rather to account for the lease and non-lease components as a single lease component.

~~Lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. The implicit rates within~~ most of ~~our~~which are for corporate offices. Our operating leases ~~are generally not determinable; therefore, we use the incremental borrowing rate at the~~have remaining lease ~~commencement date to determine the present value of lease payments. The determination of our incremental borrowing rate requires judgment~~terms with various expiration dates through 2031, and is estimated for each lease based on the rate we would have to pay for a collateralized loan with the same term and payments as the lease. We consider various factors, including our level of collateralization, estimated credit rating, and the currency in which the lease is denominated. Operating lease ROU assets also include any lease prepayments, offset by lease incentives. Certain of oursome leases include options to extend ~~or terminate~~ the ~~lease. An option~~term for up to ~~extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain we will exercise that option while~~ an option to terminate is considered unless it is reasonably certain we will not exercise the option. For certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities.additional 10 years.

Lease Costs

APPIAN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

As of September 30, 2021, we have operating leases for corporate offices. Our operating leases have remaining lease terms of roughly 2 years to 10 years, some of which include options to extend the leases for up to 10 years.

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

In January 2020, we entered into an amendment which adjusted the original terms of the headquarters lease. Under this amendment, we exercised an option to expand occupancy, adding 34,158 square feet of office space. Occupancy of the added space commenced on October 14, 2020. Pursuant to the guidance of ASC 842, ~~Leases~~, the amendment is considered a modification to the original lease and is accounted for as a separate contract because it represents a new ROU asset and the lease costs on the new space are charged at prevailing market rates. Effective July 1, 2020, we took possession of the space, began to recognize rent expense, and recorded a $7.9 million ROU asset and lease liability on our condensed consolidated balance sheets.

~~APPIAN CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

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

The following table sets forth the components of lease expense for the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Operating lease cost	Operating lease cost	$	1,659	$	1,695	$	4,984	$	4,971	Operating lease cost	$	1,708	$	1,659	$	4,968	$	4,984
Finance lease costs:
Amortization of right-of-use assets		—		373		—		1,118
Interest on lease liabilities		—		41		—		138
Short-term lease cost	Short-term lease cost	23		85		77		465		Short-term lease cost	170		23		334		77
Variable lease cost	Variable lease cost	947		1		1,744		218		Variable lease cost	952		947		2,878		1,744
Total	Total	$	2,629	$	2,195	$	6,805	$	6,910	Total	$	2,830	$	2,629	$	8,180	$	6,805

Supplemental Lease Information

Supplemental balance sheet information related to operating leases as of September 30, ~~2021~~2022 and December 31, ~~2020~~2021 was as follows (in thousands, except for lease term and discount rate):


		As of							As of
		September 30, 2021			December 31, 2020				September 30, 2022			December 31, 2021
Operating right-of-use assets		$	29,218		$	30,659
Right-of-use assets for operating leases								Right-of-use assets for operating leases	$	31,841		$	27,897

Operating lease liabilities, current	Operating lease liabilities, current	$	6,606		$	6,923		Operating lease liabilities, current	$	7,434		$	8,110
Operating lease liabilities, net of current portion	Operating lease liabilities, net of current portion	49,592			51,194			Operating lease liabilities, net of current portion	52,710			48,784
Total operating lease liabilities	Total operating lease liabilities	$	56,198		$	58,117		Total operating lease liabilities	$	60,144		$	56,894

Weighted average remaining lease term (in years)	Weighted average remaining lease term (in years)	9.8			10.6			Weighted average remaining lease term (in years)	9.0			9.5

Weighted average discount rate	Weighted average discount rate	9.6		%	9.6		%	Weighted average discount rate	9.5		%	9.5		%

~~For~~Supplemental cash flow and expense information related to operating leases for the three and nine months ended September 30, ~~2021, amortization of operating ROU assets totaled $0.7 million~~2022 and ~~$1.4 million, respectively. For the three and nine months ended September 30, 2020, amortization of operating ROU assets totaled $0.4 million and $1.3 million, respectively.~~

~~For the three and nine months ended September 30,~~ 2021 interest expense on operating lease liabilities totaled $0.5 million and $1.4 million, respectively. For the three and nine months ended September 30, 2020, interest expense on operating lease liabilities totaled $0.7 million and $2.2 million, respectively.

~~Supplemental cash flow information related to leases for the nine months ended September 30, 2021 and 2020~~ was as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Operating cash outflows for operating leases	$	2,099	$	1,792	$	6,258	$	5,295

Amortization of operating lease ROU assets	364		685		995		1,380
Interest expense on operating lease liabilities	1,332		521		3,957		1,448

APPIAN CORPORATION ~~AND SUBSIDIARIES~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Nine Months Ended September 30,
2021 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows for operating leases $ 5,295 $ 1,716
Operating cash outflows for finance leases — 138
Financing cash outflows for finance leases — 1,080

A summary of our future minimum lease commitments under non-cancellable leases as of September 30, ~~2021~~2022 is as follows (in thousands):


		Operating Leases			Operating Leases
2021 (excluding the nine months ended September 30, 2021)		$	626
2022		8,450
2022 (excluding the nine months ended September 30, 2022)				2022 (excluding the nine months ended September 30, 2022)	$	2,040
2023	2023	8,311		2023	8,367
2024	2024	8,634		2024	9,464
2025	2025	9,330		2025	10,202
2026	2026	9,366		2026	10,603
2027				2027	10,892
Thereafter	Thereafter	48,775		Thereafter	44,762
Total lease payments	Total lease payments	93,492		Total lease payments	96,330
Less: imputed interest	Less: imputed interest	(37,294)		Less: imputed interest	(36,186)
Total	Total	$	56,198	Total	$	60,144

5. ~~Acquisitions~~Business Combinations

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

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


Cash acquired	$	256
Other current assets	86106
Property and equipment	59
Developed technology	~~6,819~~5,974
Customer relationships	750
Goodwill	~~23,443~~24,521
Other non-current assets	27
Total assets acquired	~~31,440~~31,693
Current liabilities	~~335~~638
Non-current liabilities	~~120~~38
Total liabilities assumed	~~455~~676
Net assets acquired	$	~~30,985~~31,017

~~APPIAN CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

There were no changes to our reportable segments as a result of the ~~acquisition. From the~~ acquisition, ~~date to September 30, 2021, Lana Labs' revenue was immaterial~~ and ~~net loss before taxes was $1.2 million. Acquisition~~acquisition costs incurred in relation to the transaction were immaterial. We do not expect the purchase price allocated to goodwill and intangible assets to be deductible for tax purposes.

During the third quarter of 2022, we finalized the fair value of the assets acquired and liabilities assumed in the acquisition, and the amounts presented above are now final. Measurement period adjustments, recorded during the first quarter of 2022, included a $0.8 million adjustment to developed technology and goodwill related to an update to the discount rate utilized in our valuation of intangibles, a $0.3 million increase in deferred revenue stemming from our early adoption of new accounting guidance surrounding deferred revenue recognized pursuant to a business combination, a $0.1 million deferred tax adjustment,

APPIAN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

and an immaterial adjustment to working capital. No additional measurement period adjustments were recognized for the nine months ended September 30, 2022.

6. Goodwill and Intangible Assets

Goodwill was comprised of the following as of September 30, 2022 and December 31, 2021 (in thousands):


	Carrying Amount
Balance as of December 31, 2020	$	4,862
Goodwill acquired	24,521
Foreign currency translation adjustments	(1,588)
Balance as of December 31, 2021	27,795
Goodwill acquired	—
Foreign currency translation adjustments	(3,750)
Balance as of September 30, 2022	$	24,045

Intangible assets, net consisted of the following as of September 30, 2022 and December 31, 2021 (in thousands):


	As of
	September 30, 2022		December 31, 2021
Developed technology	$	6,290	$	7,271
Customer relationships - Non-Robotic Process Automation (“RPA”)	754		872
Customer relationships - RPA	226		261
Intangible assets, gross	7,270		8,404
Less: accumulated amortization	(2,131)		(1,260)
Intangible assets, net	$	5,139	$	7,144

Intangible amortization expense was $0.4 million and $1.1 million for the three and nine months ended September 30, 2022, respectively. Intangible amortization expense was $0.3 million and $0.5 million for the three and nine months ended September 30, 2021, respectively. As of September 30, 2022, the weighted average remaining amortization periods for developed technology, non-RPA customer relationships, and RPA customer relationships were approximately 3.7 years, 8.7 years, and 7.3 years, respectively.

The projected annual amortization expense related to amortizable intangible assets as of September 30, 2022 is as follows (in thousands):


	Projected Amortization
2022 (excluding the nine months ended September 30, 2022)	$	347
2023	1,342
2024	1,342
2025	1,068
2026	687
2027	84
Thereafter	269
Total projected amortization expense	$	5,139

7. Property and Equipment, net

Property and equipment, net consisted of the following as of September 30, ~~2021~~2022 and December 31, ~~2020~~2021 (in thousands):


		September 30, 2021		December 31, 2020			September 30, 2022		December 31, 2021
Leasehold improvements	Leasehold improvements	$	37,541	$	36,263	Leasehold improvements	$	43,308	$	41,005
Office furniture and fixtures	Office furniture and fixtures	2,526		2,521		Office furniture and fixtures	3,224		2,536
Computer hardware	Computer hardware	5,583		4,535		Computer hardware	8,761		6,001
Computer software	Computer software	1,353		1,352		Computer software	1,353		1,353
Equipment	Equipment	109		49		Equipment	235		124
Property and equipment, gross	Property and equipment, gross	47,112		44,720		Property and equipment, gross	56,881		51,019
Less: accumulated depreciation	Less: accumulated depreciation	(12,832)		(9,316)		Less: accumulated depreciation	(18,189)		(14,106)
Property and equipment, net	Property and equipment, net	$	34,280	$	35,404	Property and equipment, net	$	38,692	$	36,913

Depreciation expense totaled $1.4 million and $4.2 million for the three and nine months ended September 30, 2022, respectively. Depreciation expense totaled $1.2 million and $3.6 million for the three and nine months ended September 30, 2021, respectively. We ~~retired $0.1 million~~had no disposals or retirements and recorded no gains or losses on disposal during each of ~~leasehold improvements during~~ the three and nine months ended September 30, ~~2021 and similarly~~2022. We recorded $0.1 million in losses on disposal for the three and nine months ended September 30, 2021.

Depreciation expense totaled $1.4 million and $4.2 million for the three and nine months ended September 30, 2020. There were no disposals recorded during the three months ended September 30, 2020. During the nine months ended September 30, 2020, we retired $1.3 million of leasehold improvements, $0.1 million of computer hardware, and $0.1 million of office furniture and fixtures and equipment. ~~NaNminal~~ ~~losses on disposal were recorded for the nine months ended September 30, 2020.~~

7.8. Accrued Expenses

Accrued expenses consisted of the following as of September 30, ~~2021~~2022 and December 31, ~~2020~~2021 (in thousands):

September 30, 2021 December 31, 2020
Accrued hosting costs $ 2,006 $ 1,229
Accrued legal costs 1,975 760
Accrued marketing and tradeshow expenses 1,868 596
Accrued third party license fees 957 570
Accrued contract labor costs 683 908
Accrued reimbursable employee expenses 481 231
Accrued audit and tax expenses 256 370
Accrued taxes payable — 527
Other accrued expenses 2,052 630
Total $ 10,278 $ 5,821


	September 30, 2022		December 31, 2021
Hosting costs	$	2,917	$	1,995
Legal costs	966		5,511
Marketing and tradeshow expenses	744		1,167
Third party license fees	1,821		1,066
Contract labor costs	1,453		891
Reimbursable employee expenses	1,246		870
Taxes payable	542		550
Audit and tax expenses	539		439
Capital expenditures	—		379
Other accrued expenses	2,482		2,615
Total	$	12,710	$	15,483

8.9. Debt

Line of Credit

~~APPIAN CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~In November 2017, we entered into~~We have a $20.0 million revolving line of credit with a ~~lender. The facility~~lender that matures in November ~~2022. We may elect whether amounts drawn on~~2025. In January 2022, we executed the ~~revolving line~~second loan modification agreement to increase the aggregate amount of ~~credit bear interest at a floating rate per annum equal~~funds our foreign subsidiaries are allowed to ~~either LIBOR or the Prime rate plus an additional interest rate margin that is determined by the availability~~maintain outside of the borrowings under the revolving line of credit. The additional interest rate margin will range from 2.00% to 2.50% in the case of LIBOR advances and from 1.00% to 1.50% in the case of Prime rate advances. The revolving line of credit contains an unused facility fee in an amount between 0.15% and 0.25% of the average unused portion of the revolving line of credit, which is payable quarterly. The agreement contains certain customary affirmative and negative covenants and requires us to maintain (i) an adjusted quick ratio of at least 1.35 to 1.00 and (ii) minimum adjusted EBITDA, in the amounts and for the periods set forth in the agreement. Any amounts borrowed under the credit facility are collateralized by substantially all of our assets.United States. We were in compliance with all covenants as of September 30, ~~2021.~~2022. As of September 30, ~~2021,~~2022, we had no outstanding borrowings under this revolving line of credit, and we had outstanding letters of credit totaling ~~$11.2~~$11.0 million in connection with securing our leased office space.

Senior Secured Credit Facilities Credit Agreement

On November 3, 2022, we entered into a new Senior Secured Credit Facilities Credit Agreement (the “Credit Agreement”) which provides for a five-year term loan facility in an aggregate principal amount of $100.0 million and, in addition, up to $50.0 million for a revolving credit facility, including a letter of credit sub-facility in the aggregate availability amount of $15.0 million and a swingline sub-facility in the aggregate availability amount of $10.0 million (as a sublimit of the revolving loan facility). The new Credit Agreement matures on November 3, 2027. We ~~also continue~~will use the proceeds from the $100.0 million term loan to ~~monitor~~ fund the ~~LIBOR to SOFR transition, which may result in modification or amendment~~continued growth of our business and support our working capital requirements.

Under the agreement, we may elect whether amounts drawn bear interest on the outstanding principal amount at a rate per annum equal to either a) the higher of the Prime rate or the Federal Funds Effective (“Base Rate”) rate plus 0.5%, or b) the forward-looking term rate based on the secured overnight financing rate (“Term SOFR”). An additional interest rate margin is added to the elected interest rates. During the first three years of the Credit Agreement, the additional interest rate margin ranges from 1.5% to 2.5% in the case of Base Rate advances and from 2.5% to 3.5% in the case of Term SOFR advances, depending on our debt to recurring revenue leverage ratio. During the final two years of the Credit Agreement, the interest rate margin ranges from 0.5% to 2.5% in the case of Base Rate advances and from 1.5% to 3.5% in the case of Term SOFR advances, depending on our debt to consolidated adjusted EBITDA (as defined in the Credit Agreement) leverage ratio.

Additionally, the Credit Agreement contains customary representations, warranties and covenants, including covenants by us limiting additional indebtedness, guaranties, liens, fundamental changes, mergers and consolidations, dispositions of assets, investments, paying dividends on capital stock or redeeming, repurchasing or retiring capital stock, or prepaying certain junior indebtedness and preferred stock, certain corporate changes, and transactions with affiliates. The Credit Agreement also provides for events of default customary for term loans of this type, including but not limited to non-payment, breaches or defaults in the performance of covenants, insolvency, bankruptcy, and the occurrence of a material adverse effect on us.

The new Credit Agreement replaces our existing ~~revolving line~~Line of ~~credit.~~Credit that was in place as of September 30, 2022.

9.10. Income Taxes

The provision for income taxes is based upon the estimated annual effective tax rates for the year applied to the current period income before tax plus the tax effect of any significant or unusual items, discrete events, or changes in tax law. Our operating subsidiaries are exposed to statutory effective tax rates ranging from zero to approximately ~~32%~~35%. Fluctuations in the distribution of pre-tax income among our operating subsidiaries can lead to fluctuations of the effective tax rate in the condensed consolidated financial statements. For the three and nine months ended September 30, 2022, the actual effective tax rates were (0.6)% and 0.8%, respectively. For the three and nine months ended September 30, 2021, the actual effective tax rates were (0.3)% and (0.7)%, respectively. ~~For~~The-year-to date tax benefit for the ~~three and~~ nine months ended September 30, ~~2020,~~2022 was primarily driven by a discrete benefit of $1.1 million related to the ~~actual effective~~release of a valuation allowance for Lana Labs as a result of post-integration tax ~~rates were (7.6)%~~planning and ~~(1.3)%, respectively.~~the merger of German subsidiaries.

~~We assess uncertain tax positions in accordance with ASC 740-10,~~ ~~Accounting for Uncertainties in Income Taxes~~. As of September 30, ~~2021,~~2022, our net unrecognized tax benefits totaled ~~$2.3~~$3.1 million, which if recognized would result in no net effect on the effective tax rate due to a valuation allowance. The amount of reasonably possible unrecognized tax benefits that could decrease over the next 12 months due to the expiration of certain statutes of limitations or settlements of tax audits is not material to our condensed consolidated financial statements.

We file income tax returns in the ~~United States~~U.S. federal jurisdiction and in ~~many states~~various state and foreign jurisdictions. ~~The~~Due to our net operating loss carryforward, the tax years ~~2017~~2016 through ~~2020~~2021 remain open to examination by the major taxing jurisdictions to which we are subject. WeThere are ~~not currently under examination by the Internal Revenue Service for any~~no open ~~tax years.~~examinations that would have a meaningful impact to our condensed consolidated financial statements.

~~10.~~

11. Stock-Based Compensation

Equity Incentive Plans

In May 2017, our Board of Directors adopted, and our stockholders approved, the 2017 Equity Incentive Plan (the “2017 Plan”), which became effective as of the date of the final prospectus for our initial public offering. The 2017 Plan provides for the grant of incentive stock options to employees and for the grant of nonstatutory stock options, restricted stock awards, RSUs, stock appreciation rights, performance-based stock awards, and other forms of equity compensation to employees, including officers, non-employee directors, and consultants. We initially reserved 6,421,442 shares of Class A common stock for issuance under the 2017 Plan, which included 421,442 shares that remained available for issuance under our 2007 Stock Option Plan (the “2007 Plan”) at the time the 2017 Plan became effective. The number of shares reserved under the 2017 Plan increases for any shares subject to outstanding awards originally granted under the 2007 Plan that expire or are forfeited prior to exercise. As a result of the adoption of the 2017 Plan, no further grants may be made under the 2007 Plan. As of September 30, ~~2021,~~2022, there were ~~7,177,909~~7,195,049 shares of Class A common stock reserved for issuance under the 2017 Plan, of which ~~4,077,122~~2,851,988 were available to be issued.

Stock-Based Compensation Expense

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

Stock Options

We estimate the fair value of stock options containing only a service condition using the Black-Scholes option pricing model, which requires the use of subjective assumptions, including the expected term of the option, the current price of the underlying stock, the expected stock price volatility, expected dividend yield, and the risk-free interest rate for the expected

~~APPIAN CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

term of the option. The expected term represents the period of time the stock options are expected to be outstanding. Due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to ~~otherwise~~derive an estimate, ~~the expected term of the stock options,~~ we use the simplified method to estimate the expected term for our stock options. Under the simplified method, the expected term of an option is presumed to be the mid-point between the vesting date and the end of the contractual term. Expected volatility is based on the historical ~~volatilities for~~volatility of our publicly traded stock ~~of comparable companies~~ over the estimated expected term of the stock options. We assume nozero dividend yield because we have historically not paid dividends ~~are~~and do not ~~expected to be paid~~anticipate paying dividends in the near ~~future, which is consistent with our history of not paying dividends.~~future.

In ~~May 2019,~~June 2022, our Board of Directors granted a stock option to purchase 700,000 shares of our Class A common stock to our Chief Executive Officer (the ~~"2019~~“2022 CEO ~~Grant"~~Grant”) under the 2017 Plan with an exercise price of ~~$33.98~~$50.63 per share. The ~~2019~~2022 CEO Grant is eligible to vest based on the achievement of avarious stock price appreciation ~~target~~targets of our Class A common stock. Specifically, the ~~2019~~2022 CEO Grant vests ~~when shares~~in four installments of ~~our Class A common stock close at or above $84.63~~25% each if the average closing price per share for a 365 day calendar period ~~equal~~equals each of $175, $200, $225, and $250, respectively (the “Vesting Price Threshold”), prior to ~~or greater than 90 consecutive calendar days or upon~~June 7, 2030. The option also vests if the ~~occurrence of~~Company engages in a ~~change~~Corporate Transaction, as defined in ~~control~~the Plan, in which the ~~value of our~~Company’s Class A common stock is ~~equal to~~valued at or ~~greater than $84.63 per share within five years of~~above the ~~grant date.~~Vesting Price Threshold. The fair value of the ~~2019~~2022 CEO Grant was determined using a Monte Carlo simulation. The fair value of the award at the grant date was ~~$9.5~~$18.8 million and is being amortized over ~~the~~ derived service ~~period of 2.6~~periods ranging from 3.4 to 4.1 years. ~~Effective February 2021,~~

No stock options were issued during the 2019 CEO Grant has satisfied all of the conditions required to be considered fully vested. As a result, we accelerated the recognition of approximately $3.3 million in stock-based compensation expense inthree months ended September 30, 2022 and 2021. The only stock option awarded during the nine months ended September 30, ~~2021.~~2022 and 2021 was the 2022 CEO Grant. The following table summarizes the assumptions used to estimate the fair value of the 2022 CEO stock option grant:

Three Months Ended September 30,

Nine Months Ended September 30,

2022

2021

2022

2021

Risk-free interest rate

3.01%

Expected term (in years)

Expected volatility

70%

Expected dividend yield

—%

* Not applicable because no stock options were granted during the period.

** Each Vesting Price Threshold for the 2022 CEO grant has a unique expected term ranging from 3.4 to 4.1 years.

The following table summarizes stock option activity for the nine months ended September 30, ~~2021:~~2022:


		Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)			Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2021		3,399,240	$	14.06	4.9	$	503,174
Outstanding at December 31, 2021								Outstanding at December 31, 2021	2,953,356	$	15.16	4.0	$	147,812
Granted	Granted	—	—		—	—		Granted	700,000	50.63
Exercised	Exercised	(346,880)	6.82		—	37,837		Exercised	(902,392)	27.93			31,790
Expired	Expired	(1,080)	6.47		—	—		Expired	(6,800)	3.65
Forfeited	Forfeited	(11,420)	11.67		—	—		Forfeited	(10,280)	12.28
Outstanding at September 30, 2021		3,039,860	$	14.90	4.2	$	235,916
Outstanding at September 30, 2022								Outstanding at September 30, 2022	2,733,884	$	20.07	5.3	$	63,622

Exercisable at September 30, 2021		2,844,040	$	15.12	4.1	$	220,107
Exercisable at September 30, 2022								Exercisable at September 30, 2022	2,033,684	$	9.55	3.8	$	63,618

~~There were no stock options granted during the nine months ended September 30, 2021 and 2020.~~ The total fair value of stock options that vested during the nine months ended September 30, 2022 and 2021 ~~and 2020~~ was ~~$10.7~~$0.9 million and ~~$1.4~~$10.7 million, respectively. As of September 30, ~~2021,~~2022, the total compensation cost related to unvested stock options not yet recognized, which relates exclusively to the 2022 CEO Grant, was ~~$0.1~~$17.2 million ~~which~~and will be recognized over a weighted average period of ~~0.6~~3.4 years.

~~APPIAN CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

Restricted Stock Units

The following table summarizes RSU activity for the nine months ended September 30, ~~2021:~~2022:


		Number of Shares	Weighted Average Grant Date Fair Value			Number of Shares	Weighted Average Grant Date Fair Value
Non-vested and outstanding at January 1, 2021		1,165,003	$	46.04
Non-vested and outstanding at December 31, 2021					Non-vested and outstanding at December 31, 2021	1,209,529	$	70.99
Granted	Granted	275,699	123.54		Granted	534,213	52.93
Vested	Vested	(137,498)	45.18		Vested	(166,836)	74.30
Forfeited	Forfeited	(67,324)	60.14		Forfeited	(157,732)	73.54
Non-vested and outstanding at September 30, 2021		1,235,880	62.67
Non-vested and outstanding at September 30, 2022					Non-vested and outstanding at September 30, 2022	1,419,174	$	63.52

As of September 30, ~~2021,~~2022, total unrecognized compensation cost related to unvested RSUs was ~~approximately $64.6~~approximately $68.2 million, which will be recognized over a weighted average period of ~~2.2~~1.7 years.

The following table summarizes the components of our stock-based compensation expense by instrument type for the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2022		2021		2022		2021
RSUs	RSUs	$	4,997	$	2,494	$	13,405	$	7,268	RSUs	$	9,845	$	4,997	$	25,378	$	13,405
Stock options	Stock options	47		992		3,820		3,123		Stock options	1,272		47		1,517		3,820
Common stock awards to Board of Directors		156		92		467		277
Common stock awards to the Board of Directors										Common stock awards to the Board of Directors	219		156		532		467
Total stock-based compensation expense	Total stock-based compensation expense	$	5,200	$	3,578	$	17,692	$	10,668	Total stock-based compensation expense	$	11,336	$	5,200	$	27,427	$	17,692

Stock-based compensation expense for RSUs, stock options, and issuances of common stock to the Board of Directors is included in the following line items in the accompanying ~~condensed~~ consolidated statements of operations for the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Cost of revenue
Subscriptions $ 381 $ 236 $ 973 $ 678
Professional services 777 406 2,283 935
Operating expenses
Sales and marketing 1,448 427 3,753 1,837
Research and development 1,263 669 3,347 1,841
General and administrative 1,331 1,840 7,336 5,377
Total stock-based compensation expense $ 5,200 $ 3,578 $ 17,692 $ 10,668

~~APPIAN CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~11. Stockholders' Equity~~

~~As of September 30, 2021~~, we had authorized 500,000,000 shares of Class A common stock and 100,000,000 shares of Class B common stock, each with a par value of $0.0001 per share, of which 39,667,317 shares of Class A common stock and 31,499,516 shares of Class B common stock were issued and outstanding. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. The holders of Class A common stock are entitled to 1 vote per share, and the holders of Class B common stock are entitled to 10 votes per share on all matters subject to stockholder vote. The holders of Class B common stock also have approval rights for certain corporate actions. Each share of Class B common stock may be converted into 1 share of Class A common stock at the option of its holder and will be automatically converted upon transfer thereof, subject to certain exceptions. In addition, upon the date on which the outstanding shares of Class B common stock represent less than 10% of the aggregate voting power of our capital stock, all outstanding shares of Class B common stock shall convert automatically into Class A common stock.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cost of revenue
Subscriptions	$	284	$	381	$	712	$	973
Professional services	1,401		777		3,788		2,283
Operating expenses
Sales and marketing	2,667		1,448		6,721		3,753
Research and development	3,454		1,263		8,831		3,347
General and administrative	3,530		1,331		7,375		7,336
Total stock-based compensation expense	$	11,336	$	5,200	$	27,427	$	17,692

12. Basic and Diluted Loss per ~~Common~~ Share

Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share is computed similar to basic, except the weighted average number of common shares outstanding are increased to include additional outstanding shares from the assumed exercise of stock options and vesting of RSUs, if dilutive. The dilutive effect, if any, of convertible shares is calculated using the treasury stock method. As we reported net losses for all periods presented, all outstanding shares would be considered antidilutive if they were to be assumed as vested or exercised.

The following outstanding securities, prior to the use of the treasury stock ~~method or the if-converted~~ method, have been excluded from the computation of diluted weighted-average shares outstanding for the respective periods below because they would have been ~~antidilutive:~~antidilutive to earnings per share:


		Three and Nine Months Ended September 30,			Three and Nine Months Ended September 30,
		2021	2020		2022	2021
Stock options	Stock options	3,039,860	3,882,588	Stock options	2,733,884	3,039,860
Non-vested restricted stock units	Non-vested restricted stock units	1,235,880	1,110,438	Non-vested restricted stock units	1,419,174	1,235,880

13. Commitments and Contingencies

~~Contractual Warranty and Indemnification Obligations~~

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

Minimum Purchase Commitments

In July 2021, we executed a non-cancellable cloud hosting arrangement with Amazon Web Services ~~("AWS"~~(“AWS”) that contains provisions for minimum purchase commitments. Specifically, purchase commitments under the agreement total $131.0 million over five years, including $22.0 million in the first year, $25.0 million in the second year, and $28.0 million in each of the third, fourth, and fifth years. The timing of payments under the agreement may vary, and the total amount of payments may exceed the minimum depending on the volume of services utilized. Spending under this agreement for the three and nine months ended September 30, 2022 totaled $9.0 million and $24.8 million, respectively.

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

~~APPIAN CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~Letters of Credit~~Pegasystems Litigation

~~At each of September 30, 2021 and December 31,~~On May 29, 2020, we ~~had outstanding letters~~filed a civil complaint against Pegasystems, Inc. (“Pegasystems”) and Youyong Zou, a Virginia resident, in the Circuit Court for Fairfax County, Virginia. Appian Corp v. Pegasystems Inc. & Youyong Zou, No. 2020-07216 (Fairfax Cty. Ct.). On May 10, 2022, we announced the jury awarded us $2.036 billion in damages for misappropriation of ~~credit totaling $11.2~~our trade secrets and $1 in damages for violating the Virginia Computer Crimes Act. Pegasystems filed several post-trial motions seeking relief in the form of reducing the damages award or setting aside the jury’s verdict and either granting a new trial or entering judgment in Pegasystems’ favor. All of these motions were denied, and final judgment was entered by the Court on September 15, 2022. The final judgment reaffirmed the $2.036 billion in damages and also ordered Pegasystems to pay Appian $23.6 million in ~~connection~~attorney's fees associated with ~~securing our leased office space. All letters~~the case as well as statutory post-judgment interest on the judgment at an annual rate of ~~credit are secured by our borrowing arrangement as described in Note 8.~~6%, or approximately $122.0 million per year.

Defendant Youyong Zou has satisfied the judgment of $5,000 (plus interest) against him in lieu of appealing that judgment. On September 15, 2022, Pegasystems filed a notice of appeal. Pegasystems is not required to pay us the judgment, attorney’s fees, or post-judgment interest until all appeals are exhausted. We cannot predict the outcome of any appeals or the time it will take to resolve them. Consistent with other judgments, there is no guarantee we will be able to collect all or any portion of the judgment. Consequently, we will not record the award in our condensed consolidated financial statements until all contingencies are resolved and we collect on the judgment.

Other Legal Matters

From time to time, we are subject to legal, regulatory, and other proceedings and claims that arise in the ordinary course of business. ~~There~~Other than as disclosed elsewhere in this Quarterly Report, we are ~~no issues~~not presently a party to any legal proceedings that, if determined adversely to us, would individually or ~~resolutions of any matters expected to~~taken together have a material adverse effect on our business, operating results, financial condition, or cash flows. Regardless of the outcome, litigation can have an adverse impact on ~~our condensed consolidated financial statements.~~us because of defense and settlement costs, diversion of management resources, and other factors.

14. Segment and Geographic Information

We ~~consider~~operate one operating ~~segments~~and reportable segment, representing our consolidated business that helps organizations build applications and workflows rapidly with our low-code platform to ~~be components~~maximize their resources and improve business results. Our reportable segment determination is based on our management and internal reporting structure, the nature of ~~our business in which separate~~the subscriptions and services we offer, and the financial information that is ~~available and~~ evaluated regularly by our Chief Operating Decision Maker ("CODM"). Our CODM, who is our Chief Executive Officer, reviews financial information on a consolidated basis when deciding how to allocate resources and assessing performance. Accordingly, we have determined we have a single reporting segment and operating unit structure.chief operation decision maker.

The following table summarizes revenue by geography for the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Domestic	Domestic	$	62,815	$	52,424	$	176,801	$	147,070	Domestic	$	81,004	$	62,815	$	228,610	$	176,801
International	International	29,602		24,880		87,470		75,873		International	36,872		29,602		113,595		87,470
Total	Total	$	92,417	$	77,304	$	264,271	$	222,943	Total	$	117,876	$	92,417	$	342,205	$	264,271

With respect to geographic information, revenue is attributed to respective geographies based on the contracting address of the customer. There were no individual foreign countries from which more than 10% of our total revenue was attributable for the three and nine months ended September 30, 2022 or 2021. Revenue from customers attributed to the United Kingdom was 13.6% and 12.8% of our total revenue for the three and nine months ended September 30, 2020, respectively. There were no other individual foreign countries from which more than 10% of our total revenue was attributable for the three and nine months ended September 30, 2020. Substantially all of our long-lived assets were held in the United States as of September 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

15. Investments and Fair Value Measurements

Fair Value Measurements

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

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

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

•Level 3. Unobservable inputs for which there is little or no market data and which require us to develop our own ~~assumptions.~~estimates and assumptions reflecting those that a market participant would use.

~~APPIAN CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. There were no instruments measured at fair value on a recurring basis using significant unobservable inputs as of September 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

The valuation techniques that may be used to measure fair value are as follows:

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

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

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

The carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value as of September 30, ~~2021~~2022 and December 31, ~~2020~~2021 because of the relatively short duration of these instruments.

Investments

Our investment portfolio consists largely of debt investments classified as available-for-sale. Changes in the fair value of available-for-sale securities, excluding other-than-temporary impairments, are recorded in other comprehensive income (loss). The components of our investments as of September 30, ~~2021~~2022 are as follows (in thousands):


		As of September 30, 2021														As of September 30, 2022
		Fair Value Measurement							Balance Sheet Classification							Fair Value Measurement							Balance Sheet Classification
		Fair Value Level	Cost Basis		Unrealized Gains (Losses)		Market Value		Cash and Cash Equivalents		Short-Term Investments and Marketable Securities		Long-Term Investments			Fair Value Level	Cost Basis		Unrealized Gains (Losses)		Market Value		Cash and Cash Equivalents		Short-term Investments and Marketable Securities
Money market fund	Money market fund	Level 1	$	59,394	$	—	$	59,394	$	59,394	$	—	$	—	Money market fund	Level 1	$	149	$	—	$	149	$	149	$	—
U.S. Treasury bonds		Level 1	16,364		2		16,366		—		16,366		—
U.S. Treasuries															U.S. Treasuries	Level 1	17,985		(70)		17,915		—		17,915
Commercial paper	Commercial paper	Level 2	10,976		—		10,976		—		10,976		—		Commercial paper	Level 2	13,134		—		13,134		—		13,134
Corporate bonds	Corporate bonds	Level 2	12,779		2		12,781		—		12,781		—		Corporate bonds	Level 2	9,923		(87)		9,836		—		9,836
Asset-backed securities		Level 2	21,256		5		21,261		—		21,261		—

Total investments	Total investments		$	120,769	$	9	$	120,778	$	59,394	$	61,384	$	—	Total investments		$	41,191	$	(157)	$	41,034	$	149	$	40,885

At December 31, ~~2020,~~2021, our investments consisted of the following (in thousands):

~~APPIAN CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~


		As of December 31, 2020														As of December 31, 2021
		Fair Value Measurement							Balance Sheet Classification							Fair Value Measurement							Balance Sheet Classification
		Fair Value Level	Cost Basis		Unrealized Gains (Losses)		Market Value		Cash and Cash Equivalents		Short-Term Investments and Marketable Securities		Long-Term Investments			Fair Value Level	Cost Basis		Unrealized Gains (Losses)		Market Value		Cash and Cash Equivalents		Short-term Investments and Marketable Securities		Long-term Investments
Money market fund	Money market fund	Level 1	$	27,150	$	—	$	27,150	$	27,150	$	—	$	—	Money market fund	Level 1	$	38,301	$	—	$	38,301	$	38,301	$	—	$	—
U.S. Treasury bonds	U.S. Treasury bonds	Level 1	24,445		(3)		24,442		—		16,273		8,169		U.S. Treasury bonds	Level 1	8,171		—		8,171		—		8,171		—
Commercial paper	Commercial paper	Level 2	76,905		—		76,905		16,493		60,412		—		Commercial paper	Level 2	23,312		—		23,312		—		23,312		—
Corporate bonds	Corporate bonds	Level 2	34,738		(11)		34,727		—		27,542		7,185		Corporate bonds	Level 2	20,107		(14)		20,093		—		8,049		12,044
Asset-backed securities	Asset-backed securities	Level 2	26,373		(8)		26,365		—		5,599		20,766		Asset-backed securities	Level 2	15,655		(8)		15,647		—		15,647		—
Total investments	Total investments		$	189,611	$	(22)	$	189,589	$	43,643	$	109,826	$	36,120	Total investments		$	105,546	$	(22)	$	105,524	$	38,301	$	55,179	$	12,044

There were no Level 3 assets held at any point during the three and nine months ended September 30, 2022 and 2021. Additionally, there were no transfers between Levels 1 and 2 during the three and nine months ended September 30, 2022 and 2021.

The amortized cost basis and fair value of debt securities as of September 30, ~~2021,~~2022, by contractual maturity, are as follows (in thousands):

As of September 30, 2021
Cost Basis Fair Value
Due in one year or less $ 120,769 $ 120,778


	As of September 30, 2022
	Cost Basis		Fair Value
Due in one year or less	$	41,191	$	41,034
Due after one year through five years	—		—
Total investments	$	41,191	$	41,034

Actual maturities may differ from the contractual maturities in the table above because borrowers have the right to call or prepay certain obligations.

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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 in conjunction with (1) our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and (2) the audited consolidated financial statements and the related notes and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, ~~2020~~2021 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission, or SEC, on February ~~18, 2021.~~17, 2022.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would,” or the negative or plural of these words or similar expressions or variations, including statements regarding our future financial and operating performance, anticipated expansion of the usage of partners to perform professional services, the increase of our subscriptions revenue as a percentage of total revenue, the fluctuation of gross margin ~~in the short term~~on a quarterly basis, and ~~improvement of gross margin over time,~~ our future capital requirements, and uncertain negative impacts the COVID-19 pandemic, including the emergence of new variant strains of COVID-19, may have on our business, financial condition, results of operations, and changes in overall level of spending and volatility in the global economy.requirements. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions, and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein and those discussed in the section titled “Risk Factors,” set forth in Part I, Item 1A of our Annual Report on Form 10-K filed with the SEC on February ~~18, 2021~~17, 2022 and in our other filings with the SEC. ~~You~~Forward-looking statements should not ~~rely upon forward-looking statements~~be relied on as predictions of future events. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Overview

Appian is a unified platform for change. We ~~help organizations build applications~~accelerate customers’ businesses by discovering, designing, and ~~workflows rapidly, with a low-code automation platform. Combining people, technologies, and data~~automating their most important processes. The Appian Low-Code Platform combines the key capabilities needed to get work done faster, Process Mining + Workflow + Automation, in a ~~single workflow,~~unified low-code platform. Appian ~~can help companies maximize their resources~~is open, enterprise grade, and ~~improve business results. Many of the world’s largest~~trusted by industry leaders. Global organizations use ~~Appian~~our applications to improve customer experience, achieve operational excellence, and simplify global risk management and compliance.

With our platform, organizations can rapidly and easily discover, design, ~~build,~~ and ~~implement~~automate powerful, enterprise-grade workflows and custom applications through our intuitive, visual interface with little or no coding required. Our customers have used workflows and applications built on our platform to launch new business lines, automate vital employee workflows, manage complex trading platforms, accelerate drug development, and build global procurement systems. With our platform, decision makers can reimagine their products, services, processes, and customer interactions by removing much of the complexity and many of the challenges associated with traditional approaches to software development.

We have generated the majority of our revenue from sales of subscriptions, which include (1) ~~SaaS~~cloud subscriptions bundled with maintenance and support and hosting services and (2) term license subscriptions bundled with maintenance and support. Our subscription ~~fees~~contracts are priced based primarily on the number of users who access and utilize the applications built on our platform or, alternatively, non-user based single application licenses. Our ~~customer~~subscription contract terms generally vary from one to three years with most providing for payment in advance on an annual, quarterly, or monthly basis. Due to the variability of our billing terms and the episodic nature of our customers purchasing additional subscriptions, we do not believe changes in our deferred revenue in a given period are directly correlated with our revenue growth.

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

2827

investment in professional services, including strategic partners building their practices around Appian, will drive increased adoption of our platform.

Our customers include financial services, government, life sciences, insurance, ~~media,~~ manufacturing, energy, healthcare, telecommunications, and transportation organizations. Generally, our sales ~~force~~team targets its efforts to organizations with over 2,000 employees and $2 billion in annual revenue. Revenue from government agencies represented 21.2% and 19.2% of our total revenue for the three and nine months ended September 30, 2022, respectively. This compares to revenue from government agencies of 19.2% and 20.0% of our total revenue in the three and nine months ended September 30, 2021, ~~respectively, as compared to 19.9% and 17.9% of our total revenue in the three and nine months ended September 30, 2020,~~ respectively. No single end-customer accounted for more than 10% of our total revenue in the three and nine months ended September 30, ~~2021~~2022 or ~~September 30, 2020.~~2021.

We offer our platform globally. Our platform supports multiple languages to facilitate collaboration and address challenges in multinational organizations. ~~We offer our platform globally.~~ In the three and nine months ended September 30, ~~2021, 32.0%~~2022, 31.3% and ~~33.1%~~33.2%, respectively, of our total revenue was generated from customers outside of the United States as compared to ~~32.2%~~32.0% and ~~34.0%~~33.1% in the three and nine months ended September 30, ~~2020,~~2021, respectively. As of September 30, ~~2021,~~2022, we operated in 1315 countries. We believe we have a significant opportunity to continue to grow our international ~~footprint. We~~footprint, and we are investing in new geographies, including through investment in direct and indirect sales channels, professional services, and customer support and implementation partners.

~~Recent Developments~~

~~COVID-19~~

Beginning in late 2019 and continuing into 2021, the outbreak of the novel coronavirus disease, or COVID-19, has resulted in the declaration of a global pandemic and adversely affected economic activity across virtually all sectors and industries on a local, national, and global scale. The impact of COVID-19, including the emergence of new variant strains of COVID-19, on the economy and our business continues to be a fluid situation.

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

Additionally, in the third quarter of 2021, the United States government announced a mandate requiring individuals and contractors who conduct business with the federal government become vaccinated against COVID-19. While the requirements of the mandate continue to evolve, as of September 30, 2021 we do not anticipate the mandate will have a material impact on our operations.

Through September 30, 2021, we have not seen a meaningful adverse impact to our financial position, results of operations, and cash flows and liquidity as a result of COVID-19. While the verticals from which we have historically generated the majority of our revenue have been less impacted by COVID-19 to date, there may be impacts to our financial condition and results of operations in 2021 and beyond as a result of reduced demand for our products and services and longer sales cycles. The ultimate impact of COVID-19 and any variant strains thereof on our business is not estimable at this time and will be largely dependent upon a number of factors outside of our control including the extent and duration of the outbreak as well as any mitigating actions which may be undertaken by global governments and the general public.

~~Our Business Model~~

Our business model focuses on maximizing the lifetime value of customer relationships, which is a function of the duration of a customer’s deployment of our platform as well as the price and number of subscriptions of our platform that a customer purchases. We incur significant customer acquisition costs, including expenses associated with hiring new sales representatives, who can take upanywhere from six months to ~~one~~a year to become productive given the length of our sales cycle, and marketing costs, ~~all of which,~~ with the exception of sales commissions, are expensed as incurred.

Key Factors Affecting Our Performance

The following are several key factors that affect our performance:

•Market Adoption of Our Platform. Our ability to grow our customer base and drive market adoption of our platform is affected by the pace at which organizations digitally transform. We expect our revenue growth will be primarily driven by the pace of adoption and penetration of our platform. We offer a leading custom software ~~automation~~ platform and intend to continue to invest to expand our customer base. The degree to which prospective customers recognize the need for low-code software that enables organizations to digitally transform, and subsequently allocate budget dollars to purchase our software, will drive our ability to acquire new customers and increase sales to existing customers, which, in turn, will affect our future financial performance.

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

We have aggressively invested, and intend to continue to invest, in our sales ~~force~~team in order to drive sales to new customers. We continue to make investments to enhance the expertise of our sales and marketing organization within our key industry verticals of financial services, government, and life sciences. In addition, we have established relationships with strategic partners who work with organizations undergoing digital transformations. Our ability to continue to grow our customer base is dependent, in part, upon our ability to differentiate ourselves within the increasingly competitive markets in which we participate.

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

•Mix of Subscriptions and Professional Services Revenue. We believe our professional services have driven customer success and facilitated the adoption of our platform by customers. During the initial period of deployment by a customer, we generally provide a greater amount of support in building applications and training than later in the deployment, with a typical engagement extending from two to six months. At the same time, many of our customers have historically purchased subscriptions only for a limited set of their total potential end users. As a result of these factors, the proportion of total revenue for a customer associated with professional services is relatively high during the initial deployment period. Over time, as the need for professional services associated with user deployments decreases and the number of end users increases, we expect subscriptions revenue as a percentage of total revenue to increase. In addition, we continue to grow our base of strategic partners to provide broader customer coverage and solution delivery capabilities. These partners perform professional services with respect to any new service contracts they ~~sign.~~originate. As the usage of partners expands, we expect the proportion of our total revenue from subscriptions to increase over time relative to professional services. For the ~~three and~~ nine months ended September 30, 2022 and 2021, ~~72.8%~~72.2% and 71.1% of our revenue, respectively, was derived from sales of subscriptions while the remaining ~~27.2%~~27.8% and 28.9%, respectively, was derived from the sale of professional services. For the three and nine months ended September 30, 2020, 65.7% and 64.0% of our revenue, respectively, was derived from sales of subscriptions while the remaining 34.3% and 36.0%, respectively, was derived from the sale of professional services.

•Investments in Growth. We have made, and plan to continue to make, investments for long-term growth, including investment in our platform and infrastructure to continuously maximize ~~the~~their power and ~~simplicity of the platform~~speed, to meet the evolving needs of our customers, and to take advantage of our market opportunity. In addition, we continue to pursue strategic acquisitions that enhance our product offerings. We also intend to continue to invest in sales and marketing as we further expand our sales teams, increase our marketing activities, and grow our international operations.

Key Metrics

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

Cloud Subscription Revenue

Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Cloud subscription revenue $ 46,699 $ 34,312 $ 128,238 $ 92,282


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022		2021		% Change		2022		2021		% Change
Cloud subscription revenue	$	60,621	$	46,699	30	%	$	171,083	$	128,238	33	%

Cloud subscription revenue includes ~~SaaS~~cloud subscriptions bundled with maintenance and support and hosting services. ~~We generally sell our SaaS subscriptions on a per-user basis or through non-user based single application licenses. As such, our~~Our cloud subscription revenue for any customer is primarily determined by the number of users who access and utilize the applications built on our platform or by the number of application licenses purchased, as well as the price paid. We believe increasing cloud subscription revenue is an indicator of the demand for our platform, the pace at which the market for our solutions is growing, the productivity of our sales ~~force~~team and strategic relationships in growing our customer base, and our ability to further penetrate our existing customer base.

Cloud Subscription Revenue Retention Rate

As of September 30,
2021 2020
Cloud subscription revenue retention rate 117 % 115 %


	As of September 30,
	2022		2021
Cloud subscription revenue retention rate	115	%	117	%

A key factor to our success is the renewal and expansion of subscription agreements with our existing customers. We calculate this metric over a set of customers who have been with us for at least one full year. To calculate our cloud subscription revenue retention rate for a particular trailing 12-month period, we first establish the recurring cloud subscription revenue for the previous trailing 12-month period. This effectively represents recurring dollars we should expect in the current trailing 12-month period from the cohort of customers from the previous trailing 12-month period without any expansion or contraction. We subsequently measure the recurring cloud subscription revenue in the current trailing 12-month period from the cohort of customers from the previous trailing 12-month period. Cloud subscription revenue retention rate is then calculated by dividing the aggregate recurring cloud subscription revenue in the current trailing 12-month period by the previous trailing 12-month period. This calculation includes the combined impact on our revenue from customer non-renewals, pricing changes, and growth in the number of users on our platform. Our cloud subscription revenue retention rate can fluctuate from period to period due to large customer contracts in any given period. ~~Cloud subscription revenue retention rate increased year over year due to improved upsell rates in the first nine months of 2021 as compared to the first nine months of 2020.~~

Key Components of Results of Operations

~~Revenue~~

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

Revenue

Our revenue is comprised of the following:

Subscriptions

Subscriptions revenue is primarily derived from:

•~~SaaS~~Cloud subscriptions bundled with maintenance and support and hosting services; and

•On-premises term license subscriptions bundled with maintenance and support.

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

Professional Services

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

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

Cost of Revenue

Subscriptions

Cost of subscriptions revenue consists primarily of fees paid to our third-party managed hosting providers and other third-party service providers, personnel costs, including payroll and benefits for our technology operations and customer support

teams, amortization of developed technology, and allocated ~~facility costs and overhead.~~overhead costs. We expect cost of revenue to continue to increase in absolute dollars for the foreseeable future as our customer base grows.

Professional Services

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

Gross Profit and Gross Margin

Gross profit and gross margin or(defined as gross profit as a percentage of total ~~revenue,~~revenue), have been, and will continue to be, affected by various factors, including the mix of ~~SaaS~~cloud subscriptions and on-premises term license subscriptions, the mix of total

subscriptions revenue and professional services revenue, subscription pricing, the costs associated with third-party hosting ~~facilities,~~providers, and the extent to which we expand our professional services to support future growth. Our gross margin may fluctuate from period to period based on the above factors.

Subscriptions Gross Margin

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

Professional Services Gross Margin

Professional services gross margin is affected by the growth in our professional services revenue as compared to the growth in, and timing of, the cost of our Customer Success organization as we continue to invest in the growth of our business. Professional services gross margin is also impacted by the amount of services performed by subcontractors and partners as opposed to internal resources. In ~~2020,~~2021, we ~~lowered our~~had a lower usage of subcontractors and ~~the COVID-19 pandemic resulted in~~performed fewer in-person professional services engagements and deployments, both of which reduced certain classes of expenses and improved professional services margins. In ~~2021,~~2022, these margins have ~~begun to normalize~~declined but remain subject to fluctuation based on the factors discussed ~~above and uncertainties related to the COVID-19 pandemic outside of our control.~~above.

Operating Expenses

Operating expenses consist of sales and marketing, research and development, and general and administrative expenses. ~~Salaries,~~Personnel-related costs such as salaries, bonuses, commissions, payroll tax payments, and ~~other personnel-related costs~~stock-based compensation expense are the most significant components of each of these expense categories. Other components of each category include professional fees for third-party services such as contract labor, legal, software development resources, and consulting as well as allocated facility and overhead, which can include, among other types of costs, travel and entertainment expenditures, human resources costs such as placement fees, referral bonuses, training costs, and employee relations spending, office-related expenditures, and information technology costs for such items as infrastructure, software, and cloud computing services.

In general, our operating expenses are expected to continue to increase in absolute dollars as we invest resources in growing our various teams.

Sales and Marketing Expense

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

In order to continue to grow our business, geographical footprint, and brand awareness, we expect to continue investing resources in sales and marketing by increasing the number of sales and account management teams. Additionally, we expect certain classes of expense such as travel and entertainment and in-person marketing events to increase relative to recent years. As a result, we expect sales and marketing expense to increase in absolute dollars as we continue to invest to acquire new customers and further expand usage of our platform within our existing customer base.

Research and Development Expense

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

Our research and development efforts are focused on enhancing the speed and power of our software platform. We expect research and development ~~expenses~~expense to continue to increase in absolute dollars as ~~they~~such costs are critical to maintain and improve the quality of applications and our competitive position.

General and Administrative Expense

General and administrative expense consists primarily of personnel costs, including salaries, bonuses, stock-based compensation, and other personnel costs for our administrative, legal, information technology, human resources, finance, and accounting, ~~employees~~ as well as our senior executives. Additional expenses included in this category are non-personnel costs such as

travel-related expenses, contracting and professional fees ~~audit fees, tax service~~for such services as audits, taxation, and legal, ~~fees,~~ insurance and other corporate expenses, including allocated ~~facility~~overhead costs, and ~~overhead,~~ bad debt ~~expenses, and depreciation and amortization costs.~~expenses.

WeAbsent certain non-recurring legal expenses incurred in 2022 and prior years, we expect our general and administrative expense to increase in absolute dollars as we continue to support our growth.

Other ~~(Income)~~Non-Operating Expense

Other ~~(Income)~~ Expense, Net

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

Interest Expense

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

Results of Operations

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Revenue	Revenue									Revenue
Subscriptions	Subscriptions	$	67,240	$	50,760	$	187,952	$	142,614	Subscriptions	$	86,520	$	67,240	$	246,908	$	187,952
Professional services	Professional services	25,177		26,544		76,319		80,329		Professional services	31,356		25,177		95,297		76,319
Total revenue	Total revenue	92,417		77,304		264,271		222,943		Total revenue	117,876		92,417		342,205		264,271
Cost of revenue~~(1)~~	Cost of revenue~~(1)~~									Cost of revenue~~(1)~~
Subscriptions		7,092		5,101		19,806		15,185
Professional services		19,415		16,450		56,065		51,641
Subscriptions(1)										Subscriptions(1)	9,313		7,092		26,065		19,806
Professional services(1)										Professional services(1)	24,447		19,415		72,011		56,065
Total cost of revenue	Total cost of revenue	26,507		21,551		75,871		66,826		Total cost of revenue	33,760		26,507		98,076		75,871
Gross profit	Gross profit	65,910		55,753		188,400		156,117		Gross profit	84,116		65,910		244,129		188,400
Operating expenses~~(1)~~	Operating expenses~~(1)~~									Operating expenses~~(1)~~
Sales and marketing(1)	Sales and marketing(1)	42,071		31,633		118,575		94,891		Sales and marketing(1)	54,912		42,071		157,104		118,575
Research and development(1)	Research and development(1)	26,510		18,150		71,062		51,366		Research and development(1)	37,623		26,510		101,401		71,062
General and administrative(1)	General and administrative(1)	20,226		13,485		56,726		38,076		General and administrative(1)	29,357		20,226		90,014		56,726
Total operating expenses	Total operating expenses	88,807		63,268		246,363		184,333		Total operating expenses	121,892		88,807		348,519		246,363
Operating loss	Operating loss	(22,897)		(7,515)		(57,963)		(28,216)		Operating loss	(37,776)		(22,897)		(104,390)		(57,963)
Other expense (income)
Other expense (income), net		2,329		(4,277)		4,141		(1,845)
Other non-operating expense										Other non-operating expense
Other expense, net										Other expense, net	5,876		2,329		12,815		4,141
Interest expense	Interest expense	72		119		233		390		Interest expense	89		72		222		233
Total other expense (income)		2,401		(4,158)		4,374		(1,455)
Total other non-operating expense										Total other non-operating expense	5,965		2,401		13,037		4,374
Loss before income taxes	Loss before income taxes	(25,298)		(3,357)		(62,337)		(26,761)		Loss before income taxes	(43,741)		(25,298)		(117,427)		(62,337)
Income tax expense		86		255		459		335
Income tax expense (benefit)										Income tax expense (benefit)	255		86		(924)		459
Net loss	Net loss	$	(25,384)	$	(3,612)	$	(62,796)	$	(27,096)	Net loss	$	(43,996)	$	(25,384)	$	(116,503)	$	(62,796)

(1) Stock-based compensation as a component of these line items is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cost of revenue
Subscriptions	$	284	$	381	$	712	$	973
Professional services	1,401		777		3,788		2,283
Operating expenses
Sales and marketing	2,667		1,448		6,721		3,753
Research and development	3,454		1,263		8,831		3,347
General and administrative	3,530		1,331		7,375		7,336
Total stock-based compensation expense	$	11,336	$	5,200	$	27,427	$	17,692

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Revenue	Revenue									Revenue
Subscriptions	Subscriptions	72.8	%	65.7��	%	71.1	%	64.0	%	Subscriptions	73.4	%	72.8	%	72.2	%	71.1	%
Professional services	Professional services	27.2		34.3		28.9		36.0		Professional services	26.6		27.2		27.8		28.9
Total revenue	Total revenue	100.0		100.0		100.0		100.0		Total revenue	100.0		100.0		100.0		100.0
Cost of revenue	Cost of revenue									Cost of revenue
Subscriptions	Subscriptions	7.7		6.6		7.5		6.8		Subscriptions	7.9		7.7		7.6		7.5
Professional services	Professional services	21.0		21.3		21.2		23.2		Professional services	20.7		21.0		21.0		21.2
Total cost of revenue	Total cost of revenue	28.7		27.9		28.7		30.0		Total cost of revenue	28.6		28.7		28.7		28.7
Gross profit	Gross profit	71.3		72.1		71.3		70.0		Gross profit	71.4		71.3		71.3		71.3
Operating expenses	Operating expenses									Operating expenses
Sales and marketing	Sales and marketing	45.5		40.9		44.9		42.6		Sales and marketing	46.6		45.5		45.9		44.9
Research and development	Research and development	28.7		23.5		26.9		23.0		Research and development	31.9		28.7		29.6		26.9
General and administrative	General and administrative	21.9		17.4		21.5		17.1		General and administrative	24.9		21.9		26.3		21.5
Total operating expenses	Total operating expenses	96.1		81.8		93.2		82.7		Total operating expenses	103.4		96.1		101.8		93.2
Operating loss	Operating loss	(24.8)		(9.7)		(21.9)		(12.7)		Operating loss	(32.0)		(24.8)		(30.5)		(21.9)
Other expense (income)
Other expense (income), net		2.5		(5.5)		1.6		(0.8)
Other non-operating expense										Other non-operating expense
Other expense, net										Other expense, net	5.0		2.5		3.7		1.6
Interest expense	Interest expense	0.1		0.2		0.1		0.2		Interest expense	0.1		0.1		0.1		0.1
Total other expense (income)		2.6		(5.4)		1.7		(0.7)
Total other non-operating expense										Total other non-operating expense	5.1		2.6		3.8		1.7
Loss before income taxes	Loss before income taxes	(27.4)		(4.3)		(23.6)		(12.0)		Loss before income taxes	(37.1)		(27.4)		(34.3)		(23.6)
Income tax expense		0.1		0.3		0.2		0.2
Income tax expense (benefit)										Income tax expense (benefit)	0.2		0.1		(0.3)		0.2
Net loss	Net loss	(27.5)	%	(4.7)	%	(23.8)	%	(12.2)	%	Net loss	(37.3)	%	(27.5)	%	(34.0)	%	(23.8)	%

Comparison of the Three Months Ended September 30, ~~2021~~2022 and ~~2020~~2021

Revenue
Three Months Ended September 30,
2021 2020 % Change
(dollars in thousands)
Revenue
Subscriptions $ 67,240 $ 50,760 32.5 %
Professional services 25,177 26,544 (5.1) %
Total revenue $ 92,417 $ 77,304 19.6 %


	Three Months Ended September 30,
	2022		2021		$ Change		% Change
	(dollars in thousands)
Revenue
Subscriptions	$	86,520	$	67,240	$	19,280	28.7	%
Professional services	31,356		25,177		6,179		24.5
Total revenue	$	117,876	$	92,417	$	25,459	27.5	%

Total revenue increased ~~$15.1~~$25.5 million, or ~~19.6%~~27.5%, in the three months ended September 30, ~~2021~~2022 compared to the same period in ~~2020~~2021 due to an increase in our subscriptions revenue of $19.3 million and an increase in our professional services revenue of $6.2 million. The increase in subscriptions revenue was driven by a $13.9 millionincrease in cloud subscription revenue, a $4.7 millionincrease in on-premises subscription revenue, and a $0.7 million increase in maintenance and support revenue. With respect to new versus existing customers, there was a $14.1 millionincrease in subscriptions revenue stemming from expanded deployments and corresponding sales of additional subscriptions to existing customers while $5.1 million of the increase was the result of sales of subscriptions to new customers. The increase in professional services revenue was due

primarily to a $5.2 million increase in sales to new customers, coupled with a $0.9 millionincrease in revenue from existing customers.

Cost of Revenue


	Three Months Ended September 30,
	2022			2021			$ Change		% Change
	(dollars in thousands)
Cost of revenue
Subscriptions	$	9,313		$	7,092		$	2,221	31.3	%
Professional services	24,447			19,415			5,032		25.9
Total cost of revenue	$	33,760		$	26,507		$	7,253	27.4	%
Subscriptions gross margin	89.2		%	89.5		%
Professional services gross margin	22.0		%	22.9		%
Total gross margin	71.4		%	71.3		%

Cost of revenue increased $7.3 million, or 27.4%, in the three months ended September 30, 2022 compared to the same period in 2021, primarily due to a $3.7 million increase in professional services and product support personnel costs, a $1.5 million increase in hosting costs, a $1.3 million increase in contractor costs, and a $0.6 million increase in travel and entertainment expenses. Personnel costs increased due to an increase in professional services and product support personnel headcount of 15.9% from September 30, 2021 to September 30, 2022 in addition to increased wages and fringe benefits, coupled with a $0.5 million increase in stock-based compensation expense. Hosting costs increased as sales of our cloud offering increased in the three months ended September 30, 2022. Contractor costs increased in the three months ended September 30, 2022 compared to the same period in 2021 due to an increase in the usage of subcontractors and consultants for professional services engagements.

Subscriptions gross margin slightly decreased to 89.2% for the three months ended September 30, 2022 compared to 89.5% in the same period in 2021 due to increased hosting costs as sales of our cloud offering increased. However, this increase in hosting costs was partially offset by an increase in subscriptions revenue during the three months ended September 30, 2022 as compared to the three months ended September 30, 2021. Professional services gross margin decreased to 22.0% for the three months ended September 30, 2022 compared to 22.9% in the same period in 2021 due largely to higher personnel and other allocated costs such as human resources, information technology, and office-related spending in the comparable periods, partially offset by an increase in professional services revenue. Furthermore, fewer in-person professional services engagements and deployments during the three months ended September 30, 2021 as compared to the three months ended September 30, 2022 led to temporarily improved margins in the prior year. Gross margin increased slightly to 71.4% for the three months ended September 30, 2022 compared to 71.3% for the three months ended September 30, 2021.

Sales and Marketing Expense


	Three Months Ended September 30,
	2022			2021			$ Change		% Change
	(dollars in thousands)
Sales and marketing	$	54,912		$	42,071		$	12,841	30.5	%
% of revenue	46.6		%	45.5		%

Sales and marketing expense increased $12.8 million, or 30.5%, in the three months ended September 30, 2022 compared to the same period in 2021, primarily due to a $8.4 million increase in sales and marketing personnel costs, a $5.0 million increase in overhead costs, and a $0.4 million increase in marketing costs, which were partially offset by a $0.9 million decrease in professional fees. Personnel costs increased due to an increase in sales and marketing personnel headcount of 24.5% from September 30, 2021 to September 30, 2022 in addition to increased wages and fringe benefits, a $1.3 million increase in

commissions expense due to increased sales, and a $1.2 million increase in stock-based compensation expense. Overhead costs increased due to increases in certain allocated costs tied directly to our growth such as spending for offices, human resources costs, and information technology infrastructure. Additionally, travel and entertainment expense increased due to a higher number of in-person engagements and events as compared to the prior year. Marketing costs increased due to an increase in advertising expense stemming from an increase in the number of advertising campaigns launched in the three months ended September 30, 2022 relative to the three months ended September 30, 2021. Professional fees decreased due to a decrease in the use of third-party sales and marketing consultants for certain initiatives.

Research and Development Expense


	Three Months Ended September 30,
	2022			2021			$ Change		% Change
	(dollars in thousands)
Research and development	$	37,623		$	26,510		$	11,113	41.9	%
% of revenue	31.9		%	28.7		%

Research and development expense increased $11.1 million, or 41.9%, in the three months ended September 30, 2022 compared to the same period in 2021, primarily due to a $9.3 million increase in research and development personnel costs, a $1.4 million increase in overhead costs, and a $0.4 million increase in professional fees. Personnel costs increased due to an increase in research and development personnel headcount of 25.6% from September 30, 2021 to September 30, 2022 in addition to increased wages and fringe benefits, coupled with a $2.2 million increase in stock-based compensation expense. Overhead costs increased due to increases in certain allocated costs tied directly to our growth such as spending for offices, human resources costs, and information technology infrastructure. Professional fees increased due to an increase in consulting fees stemming from higher usage of external resources to assist in our platform development efforts.

General and Administrative Expense


	Three Months Ended September 30,
	2022			2021			$ Change		% Change
	(dollars in thousands)
General and administrative expense	$	29,357		$	20,226		$	9,131	45.1	%
% of revenue	24.9		%	21.9		%

General and administrative expense increased $9.1 million, or 45.1%, in the three months ended September 30, 2022 compared to the same period in 2021, primarily due to a $6.6 million increase in general and administrative personnel costs and a $2.8 million increase in overhead costs, both of which were partially offset by a $0.3 million decrease in professional fees. Personnel costs increased due to an increase in general and administrative personnel headcount of 38.2% from September 30, 2021 to September 30, 2022 in addition to increased wages and fringe benefits, as well as a $2.2 million increase in stock-based compensation expense. Overhead costs increased primarily due to an increase in certain allocated costs tied to our growth such as insurance premiums, information technology spending, human resources costs, and office-related expenses. Professional fees decreased due to a $2.1 million decline in legal fees incurred relative to the three months ended September 30, 2021, which was substantially offset by a $1.7 million increase in consulting fees.

Other Non-Operating Expense, Net


	Three Months Ended September 30,
	2022			2021			$ Change		% Change
	(dollars in thousands)
Other expense, net	$	5,876		$	2,329		$	3,547	***
% of revenue	5.0		%	2.5		%

*** Indicates a percentage that is not meaningful.

Other expense, net was $5.9 million in the three months ended September 30, 2022 compared to other expense, net of $2.3 million in the three months ended September 30, 2021. This change was primarily due to $6.1 million in foreign exchange losses in the three months ended September 30, 2022 as compared to $2.3 million in foreign exchange losses in the three months ended September 30, 2021. The primary reason for the increase in foreign exchange losses was the strengthening of the U.S. dollar against the British pound, Euro, and Swiss franc.

Interest Expense


	Three Months Ended September 30,
	2022			2021			$ Change		% Change
	(dollars in thousands)
Interest expense	$	89		$	72		$	17	23.6	%
% of revenue	0.1		%	0.1		%

Interest expense increased by a nominal amount in the three months ended September 30, 2022 compared to the same period in 2021, primarily due to slightly higher commitment fees on the letters of credit outstanding.

Comparison of the Nine Months Ended September 30, 2022 and 2021

Revenue


	Nine Months Ended September 30,
	2022		2021		$ Change		% Change
	(dollars in thousands)
Revenue
Subscriptions	$	246,908	$	187,952	$	58,956	31.4	%
Professional services	95,297		76,319		$	18,978	24.9	%
Total revenue	$	342,205	$	264,271	$	77,934	29.5	%

Total revenue increased $77.9 million, or 29.5%, in the nine months ended September 30, 2022 compared to the same period in 2021 due to an increase in our subscriptions revenue of ~~$16.5~~$59.0 million ~~which was partially offset by a decrease~~and an increase in our professional services revenue of ~~$1.4~~$19.0 million. The increase in subscriptions revenue was driven largely by a ~~$12.4~~$42.8 million increase in cloud subscription revenue, ~~and~~ a ~~$3.3~~$14.3 million increase in on-premises subscription revenue, and a $1.9 million increase in maintenance and support revenue. With respect to new versus existing customers, there was a ~~$10.9~~$46.4 million increase in subscriptions revenue stemming from expanded deployments and corresponding sales of additional subscriptions to existing customers while $12.3 million of the ~~remaining~~ increase ~~of $5.6 million~~ was the result of sales of subscriptions to new customers. The ~~decrease~~increase in professional services revenue was due primarily to ~~an $8.6 million decrease in revenue from existing customers which was substantially offset by~~ a ~~$7.2~~$14.8 million increase in sales to new ~~customers. Professional services~~customers, in addition to a $4.2 million increase in revenue was impacted by our increased usage of partners to perform professional services in the three months ended September 30, 2021 as compared to the same period in 2020, which has resulted in increases to our subscriptions revenue without any change to our professional services revenue.from existing customers.

Cost of Revenue


		Three Months Ended September 30,									Nine Months Ended September 30,
		2021			2020			% Change			2022			2021			$ Change		% Change
		(dollars in thousands)									(dollars in thousands)
Cost of revenue	Cost of revenue									Cost of revenue
Subscriptions	Subscriptions	$	7,092		$	5,101		39.0	%	Subscriptions	$	26,065		$	19,806		$	6,259	31.6	%
Professional services	Professional services	19,415			16,450			18.0	%	Professional services	72,011			56,065			$	15,946	28.4	%
Total cost of revenue	Total cost of revenue	$	26,507		$	21,551		23.0	%	Total cost of revenue	$	98,076		$	75,871		$	22,205	29.3	%
Subscriptions gross margin	Subscriptions gross margin	89.5		%	90.0		%			Subscriptions gross margin	89.4		%	89.5		%
Professional services gross margin	Professional services gross margin	22.9		%	38.0		%			Professional services gross margin	24.4		%	26.5		%
Total gross margin	Total gross margin	71.3		%	72.1		%			Total gross margin	71.3		%	71.3		%

Cost of revenue increased ~~$5.0~~$22.2 million, or ~~23.0%~~29.3%, in the ~~three~~nine months ended September 30, ~~2021~~2022 compared to the same period in ~~2020,~~2021, primarily due to a ~~$3.8~~$13.6 million increase in professional services and product support personnel costs, a $4.0 million increase in hosting costs, a $2.2 million increase in contractor costs, a $1.2 million increase in ~~other cost of revenue,~~travel and entertainment expenses, and a ~~$0.7~~$1.2 million increase in ~~facility and~~ overhead ~~costs. These increases were partially offset by a $0.9 million decrease in contractor~~ costs. Personnel costs increased due to an increase in professional services and product support personnel headcount of ~~19.0%~~15.9% from September 30, ~~2020~~2021 to September 30, ~~2021,~~2022 in addition to increased wages and fringe benefits, coupled with a ~~$0.5~~$1.2 million increase in stock-based compensation. ~~The increase in other cost of revenue was due to~~Hosting costs increased ~~hosting costs~~ as sales of our cloud offering increased in the ~~three~~nine months ended September 30, ~~2021.~~2022. Contractor costs increased in the nine months ended September 30, 2022 compared to the same period in 2021 due to an increase in the usage of subcontractors and consultants for professional services engagements. Travel and entertainment expenses increased due to a larger number of in-person engagements, events, and other business-related traveling. The increase in ~~facility and~~ overhead costs was due largely to an increase in certain allocated costs tied directly to our growth such as spending for offices, human resources costs, and information technology infrastructure. ~~Contractor costs decreased in the three~~

Subscriptions gross margin was 89.4% for nine months ended September 30, ~~2021~~2022 as compared to ~~the same period in 2020 due to a decrease in the usage of subcontractors for professional services engagements.~~

~~Subscriptions gross margin was~~ 89.5% for the ~~three~~nine months ended September 30, ~~2021~~2021. Revenue from our cloud offering increased and became a larger proportion of our overall subscriptions revenue. However, the increase in revenue was offset by increased hosting costs. Professional services gross margin decreased to 24.4% for the nine months ended September 30, 2022 compared to ~~90.0%~~26.5% in the same period in 2020. The decline was driven by increased hosting costs as sales of our cloud offering increased as well as increases in personnel costs, offset by an increase in subscriptions revenue during the three months ended September 30, 2021 ~~as compared to the three months ended September 30, 2020. Professional services gross margin was 22.9% for the three months~~

~~ended September 30, 2021 compared to 38.0% in the same period in 2020~~ due largely to higher personnel and human resources costs in the ~~comparable periods coupled with a decline~~current year, partially offset by an increase in professional services revenue. Furthermore, fewer in-person professional services engagements and deployments during the ~~three~~nine months ended September 30, ~~2020~~2021 as compared to the nine months ended September 30, 2022 led to temporarily improved margins in the prior year. ~~These impacts were partially offset by a decrease in~~Based on the ~~usage of subcontractors for professional services engagements. Due largely to the increase in professional services cost of revenue coupled with lower professional services revenue,~~above offsetting factors, gross margin ~~fell slightly to~~remained consistent at 71.3% infor the ~~three~~nine months ended September 30, ~~2021 as compared to 72.1% in the same period in 2020.~~2022 and 2021.

Sales and Marketing Expense


		Three Months Ended September 30,									Nine Months Ended September 30,
		2021			2020			% Change			2022			2021			$ Change		% Change
		(dollars in thousands)									(dollars in thousands)
Sales and marketing	Sales and marketing	$	42,071		$	31,633		33.0	%	Sales and marketing	$	157,104		$	118,575		$	38,529	32.5	%
% of revenue	% of revenue	45.5		%	40.9		%			% of revenue	45.9		%	44.9		%

Sales and marketing expense increased ~~$10.4~~$38.5 million, or ~~33.0%~~32.5%, in the ~~three~~nine months ended September 30, ~~2021~~2022 compared to the same period in ~~2020,~~2021, primarily due to a ~~$7.4~~$23.4 million increase in sales and marketing personnel costs, ~~a $1.6~~an $11.3 million increase in ~~facility and~~ overhead costs, and a ~~$1.0~~$5.5 million increase in marketing costs, ~~and~~which were partially offset by a ~~$0.5~~$1.6 million ~~increase~~decrease in professional fees. Personnel costs increased due to an increase in sales and marketing personnel headcount of ~~21.2%~~24.5% from September 30, ~~2020~~2021 to September 30, ~~2021,~~2022, in addition to increased wages and fringe benefits, increased sales commissions driven by our ~~subscriptions~~ revenue growth, and a ~~$1.0~~$3.0 million increase in stock-based compensation expense. ~~Facility and overhead~~Overhead costs increased due to higher information technology spending to support our growth coupled with higher human resource costs and increased travel and entertainment expenses. Marketing costs increased due to an increase in the number of marketing events held during the three months ended September 30, 2021 as compared to the three months ended September 30, 2020 as well as increased spending on marketing materials. Professional fees increased due to an increase in the use of third-party marketing consultants.

~~Research and Development Expense~~

Three Months Ended September 30,
2021 2020 % Change
(dollars in thousands)
Research and development $ 26,510 $ 18,150 46.1 %
% of revenue 28.7 % 23.5 %

Research and development expense increased $8.4 million, or 46.1%, in the three months ended September 30, 2021 compared to the same period in 2020, primarily due to a $6.8 million increase in research and development personnel costs, a $1.2 million increase in facility and overhead costs, and a $0.4 million increase in professional fees. Personnel costs increased due to an increase in research and development personnel headcount of 33.3% from September 30, 2020 to September 30, 2021 as well as a $0.6 million increase in stock-based compensation expense. Facility and overhead costs increased due to higher information technology spending and increased human resources costs to support our growth. Professional fees increased due to an increase in consulting fees.

~~General and Administrative Expense~~

Three Months Ended September 30,
2021 2020 % Change
(dollars in thousands)
General and administrative expense $ 20,226 $ 13,485 50.0 %
% of revenue 21.9 % 17.4 %

General and administrative expense increased $6.7 million, or 50.0%, in the three months ended September 30, 2021 compared to the same period in 2020, primarily due to a $4.2 million increase in professional fees, a $2.1 million increase in general and administrative personnel costs, and a $0.3 million increase in facility and overhead costs. Professional fees increased due largely to higher legal fees incurred in connection with two separate lawsuits, one involving reciprocal false advertising and related claims with a competitor and one involving an effort to enforce our intellectual property. Personnel costs increased due to an increase in general and administrative personnel headcount of 12.2% from September 30, 2020 to September 30, 2021, partially offset by a $0.5 million decrease in stock-based compensation expense. Facility and overhead costs increased primarily due to an increase in certain allocated costs tied to our growth such as information technology spending, human resources costs, and office-related expenses. In addition, amortization expense increased $0.2 million as a result of an increase in intangible assets stemming from our acquisition of Lana Labs.

~~Other Expense (Income), Net~~

Three Months Ended September 30,
2021 2020 % Change
(dollars in thousands)
Other expense (income), net $ 2,329 $ (4,277) ***
% of revenue 2.5 % (5.5) %

*** - Indicates a percentage that is not meaningful

Other expense was $2.3 million in the three months ended September 30, 2021 compared to other income of $4.3 million in the three months ended September 30, 2020. This change was primarily due to $2.3 million in foreign exchange losses in the three months ended September 30, 2021 as compared to $3.3 million in foreign exchange gains in the three months ended September 30, 2020. Additionally, we recognized $1.0 million in other income during the three months ended September 30, 2020 due to a payment received from a state government as a result of our achievement of certain job creation and capital investment goals. The increase in foreign exchange losses was primarily due to currency fluctuations of the Euro and Swiss franc versus the U.S. dollar during the three months ended September 30, 2021 compared to the same period in 2020.

~~Interest Expense~~

Three Months Ended September 30,
2021 2020 % Change
(dollars in thousands)
Interest expense $ 72 $ 119 (39.5) %
% of revenue 0.1 % 0.2 %

Interest expense decreased by a nominal amount in the three months ended September 30, 2021 compared to the same period in 2020, primarily due to lower commitment fees on the letter of credit outstanding.

~~Comparison of the Nine Months Ended September 30, 2021 and 2020~~

~~Revenue~~

Nine Months Ended September 30,
2021 2020 % Change
(dollars in thousands)
Revenue
Subscriptions $ 187,952 $ 142,614 31.8 %
Professional services 76,319 80,329 (5.0) %
Total revenue $ 264,271 $ 222,943 18.5 %

Total revenue increased $41.3 million, or 18.5%, in the nine months ended September 30, 2021 compared to the same period in 2020 due to an increase in our subscriptions revenue of $45.3 million, partially offset by a decrease in our professional services revenue of $4.0 million. The increase in subscriptions revenue was driven largely by a $36.0 million increase in cloud subscription revenue and a $7.3 million increase in on-premises subscription revenue. With respect to new versus existing customers, there was a $33.0 million increase in subscriptions revenue stemming from expanded deployments and corresponding sales of additional subscriptions to existing customers while the remaining increase of $12.4 million was the result of sales of subscriptions to new customers. The decrease in professional services revenue was due primarily to a $23.8 million decrease in revenue from existing customers which was substantially offset by a $19.8 million increase in sales to new customers. Further contributing to the decrease in professional services revenue was our increased usage of partners to perform professional services in the nine months ended September 30, 2021 as compared to the same period in 2020, which has resulted in increases to our subscriptions revenue without any change to our professional services revenue.

~~Cost of Revenue~~

Nine Months Ended September 30,
2021 2020 % Change
(dollars in thousands)
Cost of revenue
Subscriptions $ 19,806 $ 15,185 30.4 %
Professional services 56,065 51,641 8.6 %
Total cost of revenue $ 75,871 $ 66,826 13.5 %
Subscriptions gross margin 89.5 % 89.4 %
Professional services gross margin 26.5 % 35.7 %
Total gross margin 71.3 % 70.0 %

Cost of revenue increased $9.0 million, or 13.5%, in the nine months ended September 30, 2021 compared to the same period in 2020, primarily due to a $10.0 million increase in professional services and product support personnel costs, coupled with a $3.6 million increase in other cost of revenue and a $0.9 million increase in facility and overhead costs. These increases were partially offset by a $4.3 million decrease in contractor costs and a $1.1 million decrease in billable expenses. Personnel costs increased due to an increase in professional services and product support personnel headcount of 19.0% from September 30, 2020 to September 30, 2021, coupled with a $1.6 million increase in stock-based compensation. The increase in other cost of revenue was due to increased hosting costs as sales of our cloud offering grew in the nine months ended September 30, 2021, while the increase in facility and overhead costs was due largely to an increaseincreases in certain allocated costs tied directly to our growth such as spending for offices, human resources costs, and information technology expenses. Contractor costs decreased in the nine months ended September 30, 2021 compared to the same period in 2020 due to a decrease in the usage of subcontractors for professional services engagements. Billable expenses decreased primarily as a result of lowerinfrastructure. Additionally, travel and entertainment expenses ~~pursuant to a shift to remote work that began in the second quarter of 2020.~~

~~Subscriptions gross margin slightly~~ increased to 89.5% for the nine months ended September 30, 2021 compared to 89.4% in the same period in 2020 due to an increase in subscriptions revenue during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020, which was offset by increased hosting costs as sales of our cloud offering increased and became a larger proportion of our overall subscriptions revenue. Professional services gross margin

decreased to 26.5% for the nine months ended September 30, 2021 compared to 35.7% in the same period in 2020 due to higher personnel costs during the nine months ended September 30, 2021 as well as a decrease in professional services revenue. Additionally, fewer in-person professional services engagements and deployments during the nine months ended September 30, 2020 led to temporarily improved margins in the prior year. These impacts were partially offset by a decrease in the usage of subcontractors for professional services engagements. Given the higher percentage of subscriptions revenue for the comparable periods and the aforementioned decline in professional services revenue, gross margin rose to 71.3% in the nine months ended September 30, 2021 as compared to 70.0% in the same period in 2020.

~~Sales and Marketing Expense~~

Nine Months Ended September 30,
2021 2020 % Change
(dollars in thousands)
Sales and marketing $ 118,575 $ 94,891 25.0 %
% of revenue 44.9 % 42.6 %

~~Sales and marketing expense increased $23.7 million, or 25.0%, in the nine months ended September 30, 2021 compared to the same period in 2020, primarily~~ due to a ~~$19.0 million increase in sales~~higher number of in-person engagements and marketing personnel costs, a $3.8 million increase in marketing costs, a $0.6 million increase in professional fees, and a $0.3 million increase in facility and overhead costs. Personnel costs increased dueevents relative to an increase in sales and marketing personnel headcount of 21.2% from September 30, 2020 to September 30, 2021, increased sales commissions driven by our subscriptions revenue growth, and a $1.9 million increase in stock-based compensation expense.the prior year. Marketing costs increased due to an increase in the number of marketing events held during the nine months ended September 30, ~~2021~~2022 as compared to the nine months ended September 30, ~~2020 as well as increased~~2021, including spending on our annual user conference Appian World, which resumed its in-person format in April 2022. Additionally, marketing ~~materials. Professional fees~~costs increased due to an increase in spending on advertising campaigns. Professional fees decreased due to a decrease in the use of third-party sales and marketing consultants. Facility and overhead costs increased due to higher information technology spending and human resources costs to support our growth. The increases in these costs were partially offset by decreased travel and entertainment expenses pursuant to a shift to remote work that began in the second quarter of 2020.consultants for certain initiatives.

Research and Development Expense


		Nine Months Ended September 30,									Nine Months Ended September 30,
		2021			2020			% Change			2022			2021			$ Change		% Change
		(dollars in thousands)									(dollars in thousands)
Research and development	Research and development	$	71,062		$	51,366		38.3	%	Research and development	$	101,401		$	71,062		$	30,339	42.7	%
% of revenue	% of revenue	26.9		%	23.0		%			% of revenue	29.6		%	26.9		%

Research and development expense increased ~~$19.7~~$30.3 million, or ~~38.3%~~42.7%, in the nine months ended September 30, ~~2021~~2022 compared to the same period in ~~2020,~~2021, primarily due to a ~~$16.2~~$25.1 million increase in research and development personnel costs, a ~~$2.7~~$3.9 million increase in ~~facility and~~ overhead costs, and a ~~$0.8~~$1.3 million increase in professional fees. Personnel costs increased due to an increase in research and development personnel headcount of ~~33.3%~~25.6% from September 30, ~~2020~~2021 to September 30, ~~2021 as well as~~2022 in addition to increased wages and fringe benefits, coupled with a ~~$1.5~~$5.5 million increase in stock-based compensation expense. ~~Facility and overhead~~Overhead costs increased due ~~largely~~ to ~~higher~~increases in certain allocated costs tied directly to our growth such as spending for offices, human resources costs, and information technology ~~spending to support our growth.~~infrastructure. Professional fees increased due to an increase in consulting ~~fees.~~fees stemming from higher usage of external resources to assist in our platform development efforts.

General and Administrative Expense


		Nine Months Ended September 30,									Nine Months Ended September 30,
		2021			2020			% Change			2022			2021			$ Change		% Change
		(dollars in thousands)									(dollars in thousands)
General and administrative expense	General and administrative expense	$	56,726		$	38,076		49.0	%	General and administrative expense	$	90,014		$	56,726		$	33,288	58.7	%
% of revenue	% of revenue	21.5		%	17.1		%			% of revenue	26.3		%	21.5		%

General and administrative expense increased ~~$18.7~~$33.3 million, or ~~49.0%~~58.7%, in the nine months ended September 30, ~~2021~~2022 compared to the same period in ~~2020,~~2021, primarily due to a ~~$9.3~~$16.6 million increase in professional fees, an $8.8 million increase in overhead costs, and a $7.8 million increase in general and administrative personnel ~~costs, an $8.2 million increase in professional fees, and a $1.0 million increase in facility and overhead~~ costs. Personnel costs increased due to the acceleration of $3.3 million in stock-based compensation expense stemming from the vesting of the 2019 CEO grant, coupled with an increase in general and administrative personnel headcount of 12.2% from September 30, 2020 to September 30, 2021. Professional fees increased due ~~largely~~ to higher legal fees incurred in connection with two separate lawsuits, one involving an effort to enforce our intellectual property rights and one involving reciprocal false advertising and related claims with a ~~competitor and one involving an effort~~competitor. Refer to ~~enforce our intellectual property. Facility and overhead~~Item 1. Legal Proceedings, within Part II of this Form 10-Q for further information. Overhead costs increased primarily due to ~~higher~~an increase in certain allocated costs tied to our growth such as insurance premiums, information technology spending, human resources costs, and office-related expenses. Personnel costs increased due to ~~support our growth during~~an increase in general and administrative personnel headcount of 38.2% from September 30, 2021 to September 30, 2022 in addition to increased wages and fringe benefits.

Other Non-Operating Expense, Net


	Nine Months Ended September 30,
	2022			2021			$ Change		% Change
	(dollars in thousands)
Other expense, net	$	12,815		$	4,141		$	8,674	***
% of revenue	3.7		%	1.6		%

*** Indicates a percentage that is not meaningful.

Other expense, net was $12.8 million in the nine months ended September 30, ~~2021, along with higher human resources costs.~~

~~Other Expense (Income), Net~~

Nine Months Ended September 30,
2021 2020 % Change
(dollars in thousands)
Other expense (income), net $ 4,141 $ (1,845) ***
% of revenue 1.6 % (0.8) %

*** - Indicates a percentage that is not meaningful

~~Other~~2022 compared to other expense, ~~was~~net of $4.1 million in the nine months ended September 30, ~~2021 compared~~2021. This change was primarily due to ~~other income of $1.8~~$14.5 million in foreign exchange losses in the nine months ended September 30, ~~2020. This change was primarily due~~2022 as compared to $4.3 million in foreign exchange losses in the nine months ended September 30, ~~2021 compared to $0.4 million in foreign exchange gains in~~2021. The primary reason for the nine months ended September 30, 2020, coupled with a $0.3 million decrease in interest income. Additionally, we recognized $1.0 million in other income during the nine months ended September 30, 2020 due to a payment received from a state government as a result of our achievement of certain job creation and capital investment goals. The increase in foreign exchange losses was ~~primarily due to currency fluctuations~~the strengthening of the U.S. dollar against the British pound, Euro, and Swiss ~~franc versus the U.S. dollar during the nine months ended September 30, 2021 compared to the same period in 2020.~~franc.

Interest Expense


		Nine Months Ended September 30,									Nine Months Ended September 30,
		2021			2020			% Change			2022			2021			$ Change		% Change
		(dollars in thousands)									(dollars in thousands)
Interest expense	Interest expense	$	233		$	390		(40.3)	%	Interest expense	$	222		$	233		$	(11)	(4.7)	%
% of revenue	% of revenue	0.1		%	0.2		%			% of revenue	0.1		%	0.1		%

Interest expense decreased by ~~$0.2 million~~a nominal amount in the nine months ended September 30, ~~2021~~2022 compared to the same period in ~~2020,~~2021, primarily due to lower commitment fees on the ~~letter~~letters of credit outstanding.

Liquidity and Capital Resources

The following table presents selected financial information and statistics pertaining to liquidity and capital resources as of September 30, ~~2021~~2022 and December 31, ~~2020 as well as for the nine months ended September 30, 2021 and 2020 (in thousands):~~

2021:


		As of					As of
		September 30, 2021		December 31, 2020			September 30, 2022		December 31, 2021
Cash and cash equivalents	Cash and cash equivalents	$	127,122	$	112,462	Cash and cash equivalents	$	51,802	$	100,796
Short-term investments and marketable securities	Short-term investments and marketable securities	61,384		109,826		Short-term investments and marketable securities	40,885		55,179
Property and equipment, net	Property and equipment, net	34,280		35,404		Property and equipment, net	38,692		36,913
Long-term investments	Long-term investments	—		36,120		Long-term investments	—		12,044
Working capital		168,149		209,532

		Nine Months Ended September 30,
		2021		2020
Net cash used in operating activities		$	(34,498)	$	(13,453)
Net cash provided by (used in) investing activities		51,390		(7,174)
Net cash provided by financing activities		2,375		110,337
Working capital*						Working capital*	71,531		121,752

* Defined as current assets net of current liabilities, excluding the current portion of restricted cash

As of September 30, ~~2021,~~2022, we had ~~$127.1~~$51.8 million of cash and cash equivalents and ~~$61.4~~$40.9 million of short-term investments and marketable securities. We believe our existing cash and cash equivalents and short-term investments and marketable securities, together with any positive cash flows from operations and available borrowings under our line of credit, will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts, the expansion of sales and marketing activities, particularly internationally, the introduction of new and enhanced products and functions as well as platform enhancements and professional services offerings, the level of market acceptance of our applications, spending we may incur on expansion of our headquarters, and the global economic uncertainty and financial market conditions caused by the COVID-19 pandemic and its impact on our business.

InWe recently have, and in the event additional financing is required from outside sources, we may be unable to raise the funds on acceptable terms, if at all. To the extent existing cash and cash equivalents and investments and cash from operations are not sufficient to fund future activities, we may need to raise additional funds. We may seek to raise additional funds through equity, equity-linked, or debt financings. If we raise additional funds through the incurrence of indebtedness, such indebtedness may have rights that are senior to holders of our equity securities and could contain covenants that restrict operations. Any additional equity financing may be dilutive to our existing stockholders.

In August 2021, we completed the acquisition of Lana Labs GmbH, or Lana Labs, a developer of process mining software, for approximately $30.7 million, net of cash acquired and debt. We financed the transaction with available cash on hand. In the future, we may enter into, investments in or acquisitions of ~~similarly~~ complementary businesses, products, or technologies, which could also require us to seek additional equity financing, incur indebtedness, or use cash resources. We

have no present binding agreements or commitments to enter into any such acquisitions. If we are unable to raise additional capital when desired, our business, operating results, and financial condition could be adversely affected.

Sources of Funds

WeSince becoming a public company in 2017, we have financed our operations in large part with equity ~~and debt~~ financing arrangements, including net proceeds of $77.8 million from our initial public offering in May 2017, net proceeds of $57.8 million from our underwritten public offering in August 2018, net proceeds of $101.3 million from our underwritten public offering in September 2019, and net proceeds of $107.9 million from our underwritten public offering in June 2020. In addition, we have financed our operations through sales of subscriptions and professional ~~services and borrowings under our credit facilities.~~services.

~~We also have the ability to draw upon~~As of September 30, 2022, we had a $20.0 million revolving line of credit ~~which~~with a lender, and as of that date, we entered into in November 2017. The facility matures in November 2022. We may elect whether amounts drawn on the revolving line of credit bear interest at a floating rate per annum equal to either the LIBOR or the Prime rate plus an additional interest rate margin that is determined by the availability ofhad no outstanding borrowings ~~under the revolving line of credit. The additional interest rate margin will range from 2.00% to 2.50% in the case of LIBOR advances~~ and ~~from 1.00% to 1.50% in the case of Prime rate advances. The revolving line of credit~~

contains an unused facility fee in an amount between 0.15% and 0.25% of the average unused portion of the revolving line of credit, which is payable quarterly. The agreement contains certain customary affirmative and negative covenants and requires us to maintain (i) an adjusted quick ratio of at least 1.35 and (ii) minimum adjusted EBITDA in the amounts and for the periods set forth in the agreement. Any amounts borrowed under the credit facility are collateralized by substantially all of our assets. We were in compliance with all ~~covenants~~covenants.

To further help strengthen our financial position and support our growth initiatives, on November 3, 2022, we entered into a new Senior Secured Credit Facilities Credit Agreement (the “Credit Agreement”) which provides for a five-year term loan facility in an aggregate principal amount of $100.0 million and, in addition, up to $50.0 million for a revolving credit facility, including a letter of credit sub-facility in the aggregate availability amount of $15.0 million and a swingline sub-facility in the aggregate availability amount of $10.0 million (as a sublimit of the revolving loan facility). The new Credit Agreement matures on November 3, 2027. We will use the proceeds from the $100.0 million term loan to fund the continued growth of our business and support our working capital requirements. The new Credit Agreement replaces our existing Line of Credit that was in place as of September 30, ~~2021. As~~2022.

We expect future sources of ~~September 30, 2021, we had not made any borrowings under this~~funds to consist primarily of cash generated from sales of subscriptions and the related professional services. We may also elect to raise additional sources of funding through draws on our new revolving ~~line~~credit facility, entering into new debt financing arrangements, or conducting additional public offerings. Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of ~~credit,~~spending to support research and ~~we had outstanding letters~~development efforts, the expansion of ~~credit totaling $11.2 million in connection with securing~~sales and marketing activities, particularly internationally, the introduction of new and enhanced products and functions as well as platform enhancements and professional services offerings, and the level of market acceptance of our ~~leased office space.~~applications.

Uses of Funds

Our current principal uses of cash are funding operations and other working capital requirements. Historically, we have also utilized cash to pay for ~~acquisitions~~the acquisition of ~~entities we believe to be~~businesses that were complementary to ~~our business,~~ours, and we may pursue similar opportunities in the future. Over the past several years, revenue has increased significantly from year to year and, as a result, cash flows from customer collections have ~~increased.~~also grown. However, as we continue to invest in growing our business, operating expenses have also ~~increased as we have invested~~increased. Outside of cash used in ~~growing our business. Our~~operations, other uses of cash in ~~2021~~2022 to date have included ~~the acquisition of Lana Labs,~~ capital expenditures ~~and modest leasehold improvements~~ related to the expansion of our ~~headquarters. Cash~~headquarters and purchases of short-term investments. Non-operating cash uses in the prior year through September 30, ~~2020~~2021 consisted primarily of the acquisition of ~~Novayre.~~Lana Labs and modest capital expenditures.

Furthermore, in 2021 we executed a non-cancellable cloud hosting arrangement with Amazon Web Services that contains provisions for minimum purchase commitments. Purchase commitments under the agreement total $131.0 million over five years, including $22.0 million in the first year, $25.0 million in the second year, and $28.0 million in each of the third, fourth, and fifth years. The timing of payments under the agreement may vary, and the total amount of payments may exceed the minimum depending on the volume of services utilized. Spending under this agreement for the nine months ended September 30, 2022 totaled $24.8 million.

Historical Cash Flows


	Nine Months Ended September 30,
	2022		2021		$ Change		% Change
	(dollars in thousands)
Beginning cash, cash equivalents, and restricted cash	$	103,960	$	112,462	$	(8,502)	(7.6)	%
Operating activities:
Net loss	(116,503)		(62,796)		(53,707)		85.5
Stock-based compensation and other non-cash adjustments	31,771		21,349		10,422		48.8
Changes in working capital	(9,226)		6,949		(16,175)		***
Net cash used by operating activities	(93,958)		(34,498)		(59,460)		***

Investing activities:
Net cash provided by investing activities	20,342		51,390		(31,048)		(60.4)

Financing activities:
Net cash provided by financing activities	25,205		2,375		22,830		***
Effect of exchange rates	(1,694)		(1,367)		(327)		23.9
Net change in cash	(50,105)		17,900		(68,005)		***
Ending cash, cash equivalents, and restricted cash	$	53,855	$	130,362	$	(76,507)	(58.7)	%

*** Indicates a percentage that is not meaningful.

Operating Activities

~~For~~Net cash used by operating activities was $94.0 million for the nine months ended September 30, ~~2021, net cash~~2022 as compared to $34.5 million used inby operating activities ~~of $34.5 million consisted of a net loss of $62.8 million, offset by $21.3 million in adjustments~~ for non-cash items and $6.9 million of cash provided by changes in working capital. Adjustments for non-cash items consisted primarily of stock-based compensation of $17.7 million, depreciation and amortization expense of $4.1 million, losses on the ~~disposal of property and equipment of $0.1 million, and bad debt expense of $0.1 million. These adjustments were partially offset by deferred income tax adjustments of $0.5 million.~~nine months ended September 30, 2021. The increase in net cash used by operating activities was primarily due to a $53.7 million increase in net losses, most notably driven by the increase in operating expenses as discussed above. In addition, the increase in cash used by operating activities for the nine months ended September 30, 2022 was attributed to a decline in cash ~~cash equivalents, and restricted cash resulting~~flows from ~~changes~~working capital of $16.2 million. This change in working capital is comprised primarily ~~consisted~~ of a ~~$10.8~~$14.5 million ~~increase~~ decrease in accounts payable and accrued expenses ~~primarily~~ due to timing, a $9.5 millionincrease in prepaid expenses and other assets driven by higher prepayments under the ~~timing of payments,~~AWS cloud hosting arrangement, and a ~~$6.8~~$3.2 million net increase in deferred revenue as a result of increased subscription sales, a $5.8 million increase in accrued compensation and related benefits as a result of higher employee benefit accruals for such costs as commissions and bonuses, a $2.9 million increase decrease in other current and non-current liabilities due in part to the ~~establishment of~~decrease in the escrow liability stemming from the holdback agreement enacted pursuant to our acquisition of Lana Labs, and a $2.7 million decrease in prepaid expenses and other assets primarily due to the timing of payments. These increases to working capital were partially offset by an $11.6 million increase in deferred commissions due to increased sales activity, a $10.0 million increase in accounts receivable stemming from the timing of billings and collections in the third quarter, and a $0.5 million decrease in operating lease liabilities.

For the nine months ended September 30, 2020, net cash used in operating activities of $13.5 million consisted of a net loss of $27.1 million and $2.1 million of cash used in changes in working capital, offset by $15.8 million in adjustments for non-cash items. Adjustments for non-cash items consisted of stock-based compensation of $10.7 million, depreciation and amortization expense of $4.5 million, and bad debt expense of $0.8 million. The decrease in cash, cash equivalents, and restricted cash resulting from changes in working capital primarily consisted of a $22.6 million increase in accounts receivable stemming from increased sales as well as the timing of billings and collections, a $4.3 million increase in deferred commissions due to increased sales activity, and a $2.5 million decrease in accounts payable and accrued expenses primarily due to the timing of payments. These increases to working capital were partially offset by a $10.5 million increase in deferred revenue as a result of increased subscription sales, a $5.8 million increase in accrued compensation and related benefits as a result of higher employee benefit accruals such as vacation and bonuses, a $4.5 million decrease in prepaid expenses and other assets primarily due to the timing of payments, a $3.4 million increase in operating lease liabilities as a result of recognizing a new right-of-use

liability related to the ~~expanded occupancy of our headquarters building, and a $3.0 million increase in other liabilities due to the deferral of social security tax payments pursuant to the provisions of the CARES Act.~~Lana Labs acquisition.

Investing Activities

~~For~~Net cash provided by investing activities was $20.3 million for the nine months ended September 30, ~~2021, net~~2022 as compared to $51.4 million provided by investing activities for the nine months ended September 30, 2021. Net cash provided by investing activities was ~~$51.4~~primarily impacted by $31.2 million ~~consisting~~ increase in purchases of ~~$84.6~~investments during the nine months ended September 30, 2022, a $3.4 million increase in capital expenditures, and a $27.2 million decrease in proceeds from the sale of ~~investments, partially offset by $30.7~~investments. Partially offsetting these increases was a $30.7 million decrease in payments ~~net of cash acquired, related~~for business acquisitions due to the August 2021 acquisition of Lana ~~Labs and $2.5 million in purchases of property and equipment.~~

Labs.

For the nine months ended September 30, 2020, net cash used in investing activities was $7.2 million which was primarily the result of $6.1 million in payments, net of cash acquired, related to the acquisition of Novayre. In addition, there were approximately $1.0 million in purchases of property and equipment.

Financing Activities

~~For~~Net cash provided by financing activities was $25.2 million for the nine months ended September 30, ~~2021,~~2022 as compared to $2.4 million provided by financing activities for the nine months ended September 30, 2021. The increase in net cash provided by financing activities was ~~$2.4~~primarily due to $23.8 million ~~consisting entirely of~~ in proceeds received from the exercise of the 2019 CEO stock option ~~exercises.~~

~~For~~during the nine months ended September 30, ~~2020, net cash provided by financing activities was $110.3 million, consisting of $108.2 million in proceeds from our underwritten public offering in June 2020,~~ ~~net of underwriting discounts and commissions and the payment of offering expenses, and~~ ~~$3.2 million in proceeds received from stock option exercises, partially offset by $1.1 million in principal payments on finance leases.~~2022.

~~Off-Balance Sheet Arrangements~~

As of September 30, 2021, we did not have any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We do not engage in off-balance sheet financing arrangements. In addition, we do not engage in trading activities involving non-exchange traded contracts. As a result, we believe we are not materially exposed to any financing, liquidity, market, or credit risks that could arise if we had engaged in these relationships.

Critical Accounting Estimates

The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the amounts reported in our financial statements and accompanying notes. Although we believe the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates. Significant estimates and judgments embedded in the condensed consolidated financial statements for the periods presented include revenue recognition, income taxes and the related valuation allowance, stock-based compensation, the valuation of goodwill and intangible assets, valuation of financial instruments, leases, and costs to obtain a contract with a customer.

There have been no material changes in our critical accounting policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the SEC on February ~~18, 2021. Furthermore, while we continue to monitor the developments surrounding the COVID-19 pandemic, including the emergence of new variant strains of COVID-19, we~~17, 2022. We are not aware of any specific events or circumstances that would require us to update our estimates, assumptions, and judgments.

Recent Accounting Pronouncements

See Note 2 to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.

4443

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates. ~~The uncertainty that exists with respect to the economic impact of the global COVID-19 pandemic has also introduced significant volatility in the financial markets.~~

Interest Rate Risk

We had total cash, cash equivalents, and restricted cash of ~~$130.4~~$53.9 million as of September 30, ~~2021,~~2022, which consisted of ~~$59.4 million invested in~~ a money market fund, cash in readily available checking accounts, and overnight repurchase investments. These ~~securities,~~instruments, which are not dependent on interest rate fluctuations that may cause principal amounts to fluctuate, are held for reinvestment and working capital purchases.

In addition, as of September 30, ~~2021,~~2022, we held ~~$61.4~~$40.9 million of fixed income securities such as U.S. ~~treasury bonds,~~Treasuries, commercial paper, corporate bonds, and asset-backed securities. These securities are subject to market risk due to fluctuations in interest rates, which may affect our interest income and the fair value of our investments. We classify investments as available-for-sale, including those with stated maturities beyond twelve months. As such, no gains or losses due to changes in interest rates are recognized in our ~~condensed~~ consolidated statements of operations unless such securities are sold prior to maturity or due to expected credit losses. A hypothetical 100 basis point change in interest rates would not have had a material effect on the fair market value of our investment portfolio as of September 30, ~~2021.~~2022. To date, fluctuations in interest income have also not been significant. Our investments are made for the purpose of preserving capital, fulfilling liquidity needs, and maximizing total return. We do not enter into investments for trading or speculative purposes.

AtAs of September 30, ~~2021,~~2022, we had no outstanding borrowings.

Inflation Risk

We ~~do not believe~~are exposed to market risks related to inflation in personnel costs, third-party service providers, subcontracting costs, professional fees, and general overhead expenses. During 2022, inflation has ~~had~~increased to rates beyond recent history, and as a ~~material effect on our business, financial condition,~~result we have experienced rising costs. If these inflation pressures continue or ~~results of operations. If our costs become subject to significant inflationary pressures,~~increase in severity, we may not be able to fully offset such higher costs through price ~~increases. Our inability or failure to~~increases and productivity initiatives. While we do ~~so could harm~~not believe inflation has had a material impact on our ~~business, financial condition, and~~ results of ~~operations.~~operations to date, continued high rate of inflation in the future may have an adverse effect on our ability to maintain operating costs and adversely affect our gross profit margin.

Foreign Currency Exchange Risk

Our reporting currency is the U.S. dollar. Due to our international operations, we have foreign currency risks related to revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Australian dollar, ~~Swedish krona,~~ Swiss franc, British pound, ~~sterling, Euro,~~ and ~~Singapore dollar.~~Euro. Our international sales contracts are primarily denominated in the local currency of the customer making the purchase. In addition, a portion of operating expenses are incurred outside the United States and are denominated in foreign currencies. ~~Decreases~~Increases in the relative value of the U.S. dollar to other currencies ~~may~~will negatively affect revenue and ~~other~~net operating results as expressed in U.S. dollars. ~~We do not believe an immediate~~Based on a sensitivity analysis, a 10% ~~increase or decrease~~change in the foreign currency exchange rates for the nine months ended September 30, 2022 would have impacted our total revenue by approximately 3% and operating loss by approximately 2%. This calculation assumes all currencies change in the same direction and proportion relative ~~value of~~to the U.S. ~~dollar to other currencies would have a material effect on operating results.~~dollar.

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

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure information required to be disclosed by a company in the reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required

to be disclosed by a company in the reports it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, ~~2021.~~2022. Based on the evaluation of our disclosure controls and procedures as of September 30, ~~2021,~~2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There was no change 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 on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

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

4645

PART II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Other than as discussed below, during the period covered by this report, there were no material developments in the legal proceedings disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

Pegasystems Litigation

On May 29, 2020, we filed a civil complaint against Pegasystems, Inc. (“Pegasystems”) and Youyong Zou, a Virginia resident, in the Circuit Court for Fairfax County, Virginia. Appian Corp v. Pegasystems Inc. & Youyong Zou, No. 2020-07216 (Fairfax Cty. Ct.). On May 10, 2022, we announced the jury awarded us $2.036 billion in damages for misappropriation of our trade secrets and $1 in damages for violating the Virginia Computer Crimes Act. Pegasystems filed several post-trial motions seeking relief in the form of reducing the damages award or setting aside the jury’s verdict and either granting a new trial or entering judgment in Pegasystems’ favor. All of these motions were denied, and final judgment was entered by the Court on September 15, 2022. The final judgment reaffirmed the $2.036 billion in damages and also ordered Pegasystems to pay Appian $23.6 million in attorney's fees associated with the case as well as statutory post-judgment interest on the judgment at an annual rate of 6%, or approximately $122.0 million per year. Defendant Youyong Zou has satisfied the judgment of $5,000 (plus interest) against him in lieu of appealing that judgment. On September 15, 2022, Pegasystems filed a notice of appeal. Pegasystems is not required to pay us the judgment, attorney’s fees, or post-judgment interest until all appeals are exhausted. We cannot predict the outcome of any appeals or the time it will take to resolve them. Like any judgment, there is no guarantee we will be able to collect all or any portion of the judgment.

On July 3, 2019, Pegasystems filed a claim against us and BPM.com, Inc., a market analyst company, in U.S. District Court for the District of Massachusetts alleging, among other things, that we had engaged in false advertising by re-publishing a study by BPM.com comparing us favorably to Pegasystems and by failing to disclose we commissioned the study. Pegasystems Inc. v. Appian Corp. & Business Process Management Inc., No. 1:19-cv-11461 (D. Mass). We filed counterclaims against Pegasystems for false advertising, alleging numerous marketing and advertising materials used by Pegasystems were false and/or misleading. We also made a claim for defamation against Pegasystems based on public statements by Pegasystems’ executives. The Court issued a summary judgment ruling on September 30, 2022, granting in part and denying in part each party’s motions, and narrowing the damages and claims in the case. The Court also set a trial on each party’s claims for January 2023. We continue to believe Pegasystems’ claims are without merit.

Other Matters

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

Item 1A. RISK FACTORS

Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors described in ~~"Part~~“Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the SEC on February ~~18, 2021.~~17, 2022. There have been no material changes to the risk factors described in that report.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

a.Recent Sales of Unregistered Equity Securities

Not applicable.

b.Use of Proceeds

Not applicable.

c.Issuer Purchases of Equity Securities

~~Not applicable.~~


Period	Total number of shares purchased(1)	Average price paid per share		Total number of shares purchased as part of publicly announced plan	Maximum number of shares that may yet be purchased under the plan (2)
July 1 to July 31, 2022	3,885	$	51.00	3,885	956,130
August 1 to August 31, 2022	4,036	$	54.00	4,036	952,094
September 1 to September 30, 2022	4,939	$	42.98	4,939	947,155
Total	12,860	$	48.86	12,860	947,155

(1) Shares purchased represent shares purchased on the open market pursuant to the Appian Corporation Employee Stock Purchase Plan (“ESPP”), which was approved by the Company’s stockholders on June 11, 2021. Shares purchased under the ESPP are deposited into the participants’ accounts.

(2) Because the number of shares that may be purchased under the ESPP depends on each employee’s voluntary election to participate and contribution elections and on the fair market value of our Class A Common Stock at various future dates, the actual number of shares that may be purchased under the plan cannot be determined in advance. We have filed a registration statement on S-8 that covers 1,000,000 shares.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

~~Not applicable.~~The information set forth below is included herein for purposes of providing disclosure under various items of Form 8-K.

Item 1.01 Entry into a Material Definitive Agreement

Senior Secured Credit Facilities Credit Agreement

On November 3, 2022, we entered into a Senior Secured Credit Facilities Credit Agreement (the “Credit Agreement”) with the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, as lenders (collectively, referred to as the “Lender”), and Silicon Valley Bank, as administrative agent and collateral agent for the Lender (in such capacity, the “Agent”) that replaces our existing Third Amended and Restated Loan and Security Agreement dated as of November 1, 2017, as amended by that certain First Loan Modification Agreement dated as of December 30, 2021, and as further amended by that certain Second Loan Modification Agreement dated as of January 28, 2022 (and as further amended, restated, supplemented, or otherwise modified from time to time prior to the day hereof, the “Original Loan Agreement”).

The Credit Agreement provides for a five-year term loan facility in an aggregate principal amount of $100.0 million and up to $50.0 million for a revolving credit facility, including a letter of credit sub-facility in the aggregate availability amount of $15.0 million and a swingline sub-facility in the aggregate availability amount of $10.0 million (as a sublimit of the revolving loan facility). We will use the facility for funding general corporate purposes and working capital.

Under the Credit Agreement, we may elect whether amounts drawn bear interest on the outstanding principal amount at a rate per annum equal to either (a) the higher of the Prime rate or the Federal Funds Effective (“Base Rate”) rate plus 0.5%, or (b) the forward-looking term rate based on the secured overnight financing rate (“Term SOFR”), plus a margin. During the first three years of the Credit Agreement, the additional interest rate margin ranges from 1.5% to 2.5% in the case of Base Rate

advances and from 2.5% to 3.5% in the case of Term SOFR advances, depending on our debt to recurring revenue leverage ratio. During the final two years of the Credit Agreement, the interest rate margin ranges from 0.5% to 2.5% in the case of Base Rate advances and from 1.5% to 3.5% in the case of Term SOFR advances, depending on our debt to Consolidated Adjusted EBITDA (as defined in the Credit Agreement) leverage ratio. Our obligations are secured on a senior lien basis by a security interest, in all of our right, title, and interest in, to and under substantially all of our assets, including our intellectual property, subject to limited exceptions, including permitted liens.

The Credit Agreement contains customary representations, warranties and covenants, including covenants by us limiting additional indebtedness, guaranties, liens, fundamental changes, mergers and consolidations, dispositions of assets, investments, paying dividends on capital stock or redeeming, repurchasing or retiring capital stock, or prepaying certain junior indebtedness and preferred stock, certain corporate changes, and transactions with affiliates. The Credit Agreement also provides for events of default customary for term loans of this type, including but not limited to non-payment, breaches or defaults in the performance of covenants, insolvency, bankruptcy, and the occurrence of a material adverse effect on us.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement to be filed as an exhibit to our report on Form 10-K for the year ending December 31, 2022, at which time it will be incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

As described in Item 1.01 of this report, the Original Loan Agreement was replaced by the Credit Agreement and terminated as of November 3, 2022.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 1, 2022, Michael Devine notified us he would be resigning from the Board of Directors (the “Board”) and as Chair of the Audit Committee, effective as of December 31, 2022. Mr. Devine informed us that his decision to resign as a director was not due to any disagreements with the Board or our executives.

On November 1, 2022, the Board appointed Shirley Edwards to the Board, effective as of January 1, 2023, to serve until our annual meeting of stockholders to be held in 2023. Ms. Edwards was also appointed to serve on and as the Chair of the Audit Committee, effective as of January 1, 2023.

From 2002 to 2022, Ms. Edwards was a partner at EY (formerly Ernst & Young LLP), most recently serving as Global Client Service Partner from 2017 to 2022. Ms. Edwards has also served as a board member for Girls Scouts of the Nation’s Capital and Leadership Greater Washington and on the Pamplin College of Business Advisory Council for Virginia Tech and National Capital Region Advisory Board for the American Red Cross. Ms. Edwards holds a B.S. in Accounting from Virginia Tech and is a licensed CPA.

The Board has determined Ms. Edwards is independent in accordance with our corporate governance guidelines and applicable requirements of The Nasdaq Stock Market and the Securities and Exchange Commission. Ms. Edwards is not a party to any transaction involving us required to be disclosed under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Edwards and any other person pursuant to which she was selected as a director.

In accordance with our non-employee director compensation policy, Ms. Edwards will receive an annual board service retainer of $250,000. The annual retainers are paid one-half in the form of cash and one-half in the form of fully-vested shares of Class A common stock of Appian.

On November 1, 2022, the compensation committee of the Board approved to award a one-time bonus of $1,000,000 to Chris Winters, our General Counsel. This bonus was awarded to Mr. Winters with respect to his outstanding leadership of the Legal Department.

Item 6. EXHIBITS

Exhibit No.

Description

Reference

10.1#

Employment Agreement, ~~on the Sale and Transfer of Shares~~ dated as of ~~August 4, 2021,~~October 14, 2022, by and ~~among~~between Appian ~~Europe Ltd. (the “Purchaser”),~~Corporation and ~~each of the Sellers and Managers identified therein.~~Christopher Jones.+

~~Attached.~~A ttached.

31.1

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Attached.

31.2

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Attached.

32.1*

Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Attached.

101.INS

XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

Attached.

101.SCH

XBRL Taxonomy Extension Schema Document

Attached.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

Attached.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

Attached.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

Attached.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

Attached.

104

Cover page formatted as Inline XBRL and contained in Exhibit 101

Attached.

# Pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC, certain exhibits and schedules to this agreement have been omitted. The company hereby agrees to furnish supplementally to the SEC, upon its request, any+ Indicates management contract or ~~all of such omitted exhibits or schedules.~~compensatory plan.

* The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent the company specifically incorporates it by reference.

4849

SIGNATURES

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

APPIAN CORPORATION

November ~~4, 2021~~3, 2022

By:

/s/ Matthew Calkins

/s/ Mark ~~Lynch~~Matheos

Name: Matthew Calkins

Name: Mark ~~Lynch~~Matheos

Title: Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

4950


	September 30, 2021		December 31, 2020
Accrued hosting costs	$	2,006	$	1,229
Accrued legal costs	1,975		760
Accrued marketing and tradeshow expenses	1,868		596
Accrued third party license fees	957		570
Accrued contract labor costs	683		908
Accrued reimbursable employee expenses	481		231
Accrued audit and tax expenses	256		370
Accrued taxes payable	—		527
Other accrued expenses	2,052		630
Total	$	10,278	$	5,821