appf-20210301
0001433195false00014331952021-03-012021-03-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K

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

Date of Report (Date of earliest event reported): March 1, 2021
AppFolio, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
001-3746826-0359894
(Commission File Number)(IRS Employer Identification Number)
50 Castilian Drive
Santa Barbara, CA 93117
(Address of principal executive offices)
Registrant’s telephone number, including area code: (805) 364-6093
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, $0.0001 par valueAPPFNASDAQ Global Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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.



Item 2.02. Results of Operations and Financial Condition.
On March 1, 2021, AppFolio, Inc. (the “Company”) issued a press release announcing its financial results for its fourth quarter and fiscal year ended December 31, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 2.02, including the press release attached as Exhibit 99.1 hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section. Such information shall not be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
During our earnings call, we invite investors and analysts to submit questions to management via the Investor Q&A form located on the “Investor Overview” section of our website located at www.appfolioinc.com.
The following answer responds to a question received:
Dollar-Based Net Expansion Rate
Question:
Could you please update investors on the trends in your dollar-based net expansion rate ("DBNE")?
Company Response:
As of December 31, 2020, our annual DBNE was 112% for our property management customers, compared to 118% as of December 31, 2019.
Our ability to maintain and grow relationships with our existing customers can be measured in part by our annual DBNE for a given fiscal year, which compares the revenue generated from the sale of our core solutions and Value+ services in that year (e.g., 2020) and the preceding year, or base year (e.g., 2019), from our base customers. For this purpose, we establish our base customers by determining the customers from which we generated revenues during the month of December in the year preceding the base year (e.g., December 2018). We then calculate our annual DBNE for a given fiscal year by dividing (x) revenue generated from the sale of our core solutions and Value+ services in the given fiscal year (e.g., 2020) from our base customers by (y) revenue generated from the sale of our core solutions and Value+ services in the base year (e.g., 2019) from our base customers.
Investors are cautioned that our historical annual DBNE results are not necessarily indicative of the results we expect in the future. Investors are further cautioned that our annual DBNE from year to year may be subject to significant fluctuation as a result of a number of factors, including, without limitation:
our ability to retain our existing customers, and to expand adoption and utilization of our core solutions and Value+ services by our existing customers;
the scope of, and potential revenue opportunity associated with, the Value+ services that are available to our property management customers during any given year, and the timing and rate of adoption of those Value+ services;
the mix of our core solutions and Value+ services sold to our property management customers during any given year;
variations in the timing of sales of our core solutions and Value+ services as a result of trends impacting the real estate vertical;
the timing and market acceptance of new core functionality, Value+ services and other products introduced by us and our competitors; and
changes in our pricing policies or those of our competitors.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number
Description
99.1







SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 1, 2021AppFolio, Inc.
By: /s/ Ida Kane
Name: Ida Kane
Title: Chief Financial Officer








Document


Exhibit 99.1
https://cdn.kscope.io/2cdc3d7d2f9f43e9e0d04c2696123606-primary-inc_wordmark1.jpg

News Release


AppFolio, Inc. Announces Fourth Quarter and Fiscal Year 2020 Financial Results

SANTA BARBARA, Calif., March 1, 2021 (GLOBE NEWSWIRE) -- AppFolio, Inc. (NASDAQ: APPF) ("AppFolio" or the "Company"), today announced its financial results for the fourth quarter and fiscal year ended December 31, 2020. The Company urges investors to read its Annual Report on Form 10-K for the year ended December 31, 2020, which will also be filed with the Securities and Exchange Commission (the "SEC") today, March 1, 2021, and will be available on AppFolio's website, http://ir.appfolioinc.com. The limited information that follows in this press release is not adequate for making an informed investment judgment.

Financial Outlook
The Company is not providing revenue guidance for fiscal year 2021 due to limited visibility into future business trends and financial performance in the current operating environment. Diluted weighted average shares are expected to be approximately 36 million for fiscal year 2021.

Conference Call Information
As previously announced, the Company will host a conference call today, March 1, 2021, at 1:30 p.m. Pacific Time, 4:30 p.m. Eastern Time, to discuss its financial results. Participants who wish to dial into the conference call please register in advance at http://www.directeventreg.com/registration/event/8438087. After registering, a confirmation email will be sent, including dial-in details and a unique code for entry. Registration will be open through the start of the live call.

Following the conference call, a replay will be available at (800) 585-8367 (domestic) or (416) 621-4642 (international). The replay passcode is 8438087. An archived webcast of this conference call will also be available on AppFolio’s Investor Relations website at http://ir.appfolioinc.com.

About AppFolio, Inc.
AppFolio provides innovative software, services and data analytics to the real estate industry. Our industry-specific, cloud-based business management solutions are designed to enable our customers to digitally transform their businesses, address critical business operations and enable exceptional customer service. Today our core solutions include AppFolio Property Manager, AppFolio Property Manager PLUS, and AppFolio Investment Management. In addition, the Company offers a variety of Value+ services that are designed to enhance, automate and streamline essential processes and workflows for our customers. AppFolio was founded in 2006 and is headquartered in Santa Barbara, CA. Learn more at www.appfolioinc.com.

Investor Relations Contact: ir@appfolio.com





Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements are subject to considerable risks and uncertainties. Forward-looking statements include all statements that are not statements of historical fact contained in this press release, and can be identified by words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts, “projects,” “seeks,” “should,” “will,” “would” or similar expressions and the negatives of those expressions. In particular, forward-looking statements contained in this press release relate to the Company's business opportunities, the impact of the Company's strategic actions and initiatives, the impact of the COVID-19 pandemic on the Company's business, and the timing of providing updated financial guidance.

Forward-looking statements represent AppFolio's current beliefs and assumptions based on information currently available. Forward-looking statements involve numerous known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Some of the risks and uncertainties that may cause the Company's actual results to materially differ from those expressed or implied by these forward-looking statements are described in the section entitled “Risk Factors” in AppFolio's Annual Report on Form 10-K for the year ended December 31, 2020, which will be filed with the SEC today, as well as in the Company's other filings with the SEC. You should read this press release with the understanding that the Company's actual future results may be materially different from the results expressed or implied by these forward looking statements.

Except as required by applicable law or the rules of the NASDAQ Global Market, AppFolio assumes no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.






CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except par values)
 December 31,
2020
December 31,
2019
Assets
Current assets
Cash and cash equivalents$140,263 $15,813 
Investment securities—current28,256 22,876 
Accounts receivable, net10,057 7,562 
Prepaid expenses and other current assets20,777 15,540 
Total current assets199,353 61,791 
Investment securities—noncurrent6,770 12,089 
Property and equipment, net26,439 14,744 
Operating lease right-of-use assets30,561 27,803 
Capitalized software development costs, net35,459 30,023 
Goodwill56,147 58,425 
Intangible assets, net16,357 21,377 
Deferred taxes12,181 27,574 
Other long-term assets6,213 6,276 
Total assets$389,480 $260,102 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable$1,040 $1,927 
Accrued employee expenses18,888 17,758 
Accrued expenses14,069 10,833 
Deferred revenue2,262 4,600 
Income tax payable9,095 — 
Other current liabilities4,451 11,139 
Term loan, net—current portion— 1,208 
Total current liabilities49,805 47,465 
Operating lease liabilities40,146 33,312 
Term loan, net— 47,375 
Deferred taxes13,609 — 
Total liabilities103,560 128,152 
Stockholders’ equity:
Preferred stock, $0.0001 par value, 25,000 shares authorized and no shares issued and outstanding as of December 31, 2020 and December 31, 2019— — 
Class A common stock, $0.0001 par value, 250,000 shares authorized as of December 31, 2020 and December 31, 2019; 19,148 and 16,923 shares issued as of December 31, 2020 and December 31, 2019, respectively; 18,729 and 16,552 shares outstanding as of December 31, 2020 and December 31, 2019, respectively
Class B common stock, $0.0001 par value, 50,000 shares authorized as of December 31, 2020 and December 31, 2019; 15,659 and 17,594 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively
Additional paid-in capital161,247 161,509 
Accumulated other comprehensive income56 33 
Treasury stock, at cost, 419 and 371 shares of Class A common stock as of December 31, 2020 and December 31, 2019, respectively(25,756)(21,562)
Retained earnings (accumulated deficit)150,369 (8,034)
Total stockholders’ equity285,920 131,950 
Total liabilities and stockholders’ equity$389,480 $260,102 





CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share amounts)

 Three Months Ended
December 31,
Twelve Months Ended
December 31,
 
2020(1)
2019
2020(1)
2019
Revenue$72,432 $67,362 $310,056 $256,012 
Costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization)29,905 26,403 119,029 101,642 
Sales and marketing15,328 14,441 58,445 51,528 
Research and product development11,735 11,086 48,529 39,508 
General and administrative11,177 9,117 47,480 34,478 
Depreciation and amortization7,039 6,226 26,790 22,395 
Total costs and operating expenses75,184 67,273 300,273 249,551 
(Loss) income from operations(2,752)89 9,783 6,461 
Other income, net1,138 84 188,897 16 
Interest income (expense), net60 (330)(1,849)(1,654)
(Loss) income before (benefit from) provision for income taxes(1,554)(157)196,831 4,823 
(Benefit from) provision for income taxes(1,041)(4,585)38,428 (31,459)
Net (loss) income$(513)$4,428 $158,403 $36,282 
Net (loss) income per common share:
Basic$(0.01)$0.13 $4.62 $1.07 
Diluted$(0.01)$0.12 $4.44 $1.02 
Weighted average common shares outstanding:
Basic34,332 34,091 34,264 34,016 
Diluted34,332 35,597 35,713 35,567 

(1) MyCase was divested on September 30, 2020. The results of MyCase have been included in our results of operations through the date of divestiture.

Stock-Based Compensation Expense
(in thousands)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2020(1)
2019
2020(1)
2019
Costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization)$408 $393 $1,506 $1,466 
Sales and marketing346 367 1,415 1,271 
Research and product development470 387 1,818 1,411 
General and administrative993 731 4,286 3,161 
Total stock-based compensation expense$2,217 $1,878 $9,025 $7,309 

(1) MyCase was divested on September 30, 2020. The results of MyCase have been included in our results of operations through the date of divestiture.




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
 Three Months Ended
December 31,
Twelve Months Ended
December 31,
 
2020(1)
2019
2020(1)
2019
Cash from operating activities
Net income$(513)$4,428 $158,403 $36,282 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization7,039 6,226 26,790 22,395 
Amortization of operating lease right-of-use assets728 1,114 3,701 4,130 
Deferred income taxes6,124 (4,423)29,002 (31,455)
Stock-based compensation2,217 1,878 9,025 7,309 
Gain on sale of business(22)— (187,658)— 
Other(45)(104)125 32 
Changes in operating assets and liabilities:
Accounts receivable(553)747 (2,782)(2,031)
Prepaid expenses and other current assets(5,035)372 (5,894)(4,031)
Other assets(199)247 (519)1,376 
Accounts payable(1,598)241 (903)511 
Accrued employee expenses880 4,056 2,799 4,542 
Accrued expenses947 69 6,878 55 
Deferred revenue(285)154 530 1,193 
Operating lease liabilities571 224 (564)(2,662)
Other liabilities(7,173)245 9,366 1,241 
Net cash provided by operating activities3,083 15,474 48,299 38,887 
Cash from investing activities
Purchases of available-for-sale investments(13,998)(14,508)(43,877)(25,198)
Proceeds from sales of available-for-sale investments2,769 — 16,711 2,750 
Proceeds from maturities of available-for-sale investments14,030 4,660 27,330 15,660 
Purchases of property, equipment and intangible assets(2,487)(3,999)(19,038)(8,084)
Capitalization of software development costs(6,345)(5,329)(26,042)(20,998)
Cash paid in business acquisition, net of cash acquired— — — (54,004)
Proceeds from sale of business, net of cash divested— — 191,427 — 
Net cash (used in) provided by investing activities(6,031)(19,176)146,511 (89,874)
Cash from financing activities
Proceeds from stock option exercises420 294 822 553 
Tax withholding for net share settlement(1,237)(614)(12,196)(6,155)
Payment of contingent consideration— — (5,977)— 
Proceeds from issuance of debt— 472 50,752 2,169 
Principal payments on debt— (785)(99,565)(3,419)
Payment of debt issuance costs— — — (420)
Purchase of treasury stock— — (4,194)— 
Net cash used in financing activities(817)(633)(70,358)(7,272)
Net (decrease) increase in cash and cash equivalents and restricted cash(3,765)(4,305)124,452 (58,259)
Cash, cash equivalents and restricted cash
Beginning of period144,464 20,552 16,247 74,506 
End of period$140,699 $16,247 $140,699 $16,247 


(1) MyCase was divested on September 30, 2020. The results of MyCase have been included in our results of operations through the date of divestiture.